Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56194 | |
Entity Registrant Name | Coeptis Therapeutics, Inc. | |
Entity Central Index Key | 0001819663 | |
Entity Tax Identification Number | 84-3998117 | |
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 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 Common Stock, Shares Outstanding | 36,441,999 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 2,809,861 | $ 202,965 |
Accounts receivable | 26,302 | 21,786 |
Inventories | 0 | 0 |
TOTAL CURRENT ASSETS | 2,836,164 | 224,751 |
PROPERTY AND EQUIPMENT | ||
Furniture and fixtures | 25,237 | 25,237 |
Less: accumulated depreciation | (10,944) | (9,730) |
Furniture and fixtures, net | 14,293 | 15,507 |
OTHER ASSETS | ||
Co-development options | 4,804,167 | 0 |
Right-of-use asset, net of accumulated amortization | 28,352 | 58,225 |
Other assets | 0 | 2,000 |
Total other assets | 4,832,519 | 60,225 |
TOTAL ASSETS | 7,682,976 | 300,484 |
CURRENT LIABILITIES | ||
Accounts payable | 1,281,314 | 1,623,840 |
Accrued expenses | 153,811 | 732,146 |
Notes payable, current portion | 3,999,595 | 1,277,500 |
Notes payable, related parties, current portion | 0 | 604,000 |
Right of use liability, current portion | 10,758 | 41,618 |
Deferred revenue | 0 | 1,000,000 |
TOTAL CURRENT LIABILITIES | 5,445,478 | 5,279,104 |
LONG TERM LIABILITIES | ||
Note payable | 1,650,000 | 150,000 |
Right of use liability, non-current portion | 14,723 | 14,723 |
TOTAL LONG TERM LIABILITIES | 1,664,723 | 164,723 |
TOTAL LIABILITIES | 7,110,201 | 5,443,827 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Series B Preferred Stock, $0.0001 par value, 10,000,000 shares authorized, 8,000 and -0- shares issued and outstanding, respectively | 1 | 0 |
Common stock, $0.0001 par value, 750,000,000 shares authorized, 34,750,733 and 25,178,840 shares issued and outstanding, respectively | 3,317 | 2,519 |
Additional paid-in capital | 23,902,974 | 8,954,985 |
Common stock subscribed | 1,377,000 | 0 |
Accumulated deficit | (24,710,518) | (14,100,846) |
TOTAL STOCKHOLDERS' EQUITY | 572,774 | (5,143,342) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 7,682,976 | $ 300,484 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 8,000 | 0 |
Preferred stock, shares outstanding | 8,000 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 34,750,733 | 25,178,840 |
Common stock, shares outstanding | 34,750,733 | 25,178,840 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
SALES | ||||
Total sales | $ 0 | $ 9,888 | $ 75,000 | $ 30,761 |
Cost of goods, including inventory obsolescence | 0 | 1,492 | 0 | 3,361 |
Gross profit | 0 | 8,396 | 75,000 | 27,400 |
COST OF OPERATIONS | ||||
Research and development | 0 | 0 | 0 | 3,543 |
General and administrative expenses | 6,759,339 | 1,433,621 | 11,077,747 | 2,437,725 |
Selling and marketing | 0 | 0 | 2,918 | 0 |
Interest expense | 188,559 | 183,871 | 266,382 | 262,826 |
Total operating expenses | 6,947,898 | 1,617,492 | 11,347,048 | 2,704,094 |
LOSS FROM OPERATIONS | (6,947,898) | (1,609,097) | (11,272,048) | (2,676,694) |
OTHER INCOME (EXPENSE) | ||||
Royalties and licensing fees | 3,543 | (211,550) | (413,124) | (1,711,550) |
Other Income | 0 | 0 | 77,500 | 0 |
Gain (Loss) on write down of assets | (2,000) | 0 | (2,000) | 0 |
TOTAL OTHER INCOME (EXPENSE) | 1,001,543 | (211,550) | 662,376 | (1,711,550) |
LOSS BEFORE INCOME TAXES | (5,946,356) | (1,820,647) | (10,609,672) | (4,388,244) |
PROVISION FOR INCOME TAXES (BENEFIT) | 0 | 0 | 0 | 0 |
NET LOSS | $ (5,946,356) | $ (1,820,647) | $ (10,609,672) | $ (4,388,244) |
LOSS PER SHARE | ||||
Loss per share, basic and fully diluted | $ (0.17) | $ (0.09) | $ (0.34) | $ (0.23) |
Weighted average number of common shares outstanding | 34,060,556 | 20,164,597 | 31,054,813 | 18,756,999 |
Consulting Services [Member] | ||||
SALES | ||||
Total sales | $ 0 | $ 9,888 | $ 75,000 | $ 30,761 |
Other Sales [Member] | ||||
SALES | ||||
Total sales | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Preferred Stock Series B [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock Subscribed [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 1,620 | $ 5,464,465 | $ 100,000 | $ (4,944,559) | $ 621,526 | |
Balance at beginning, shares at Dec. 31, 2019 | 16,196,000 | |||||
Retroactive application of recapitalization | $ 1,588,800 | $ (297,949) | (297,949) | |||
Retroactive application of recapitalization, shares | ||||||
Adjusted balance, beginning of period | $ 1,620 | 5,166,516 | 100,000 | (4,944,559) | 323,577 | |
Adjusted balance, beginning of period, Shares | 17,784,800 | |||||
Shares issued for cash | $ 20 | 99,980 | (100,000) | |||
Shares issued for cash, shares | 200,000 | |||||
Net income (loss) | (1,896,399) | (1,896,399) | ||||
Ending balance, value at Mar. 31, 2020 | $ 1,640 | 5,266,496 | (6,840,958) | (1,572,822) | ||
Balance at ending, shares at Mar. 31, 2020 | 17,984,800 | |||||
Beginning balance, value at Dec. 31, 2019 | $ 1,620 | 5,464,465 | 100,000 | (4,944,559) | 621,526 | |
Balance at beginning, shares at Dec. 31, 2019 | 16,196,000 | |||||
[custom:WarrantsIssuedForServices] | 0 | |||||
Ending balance, value at Sep. 30, 2020 | $ 2,037 | 6,250,019 | 100,000 | (9,346,859) | (2,994,803) | |
Balance at ending, shares at Sep. 30, 2020 | 21,952,640 | |||||
Beginning balance, value at Mar. 31, 2020 | $ 1,640 | 5,266,496 | (6,840,958) | (1,572,822) | ||
Balance at beginning, shares at Mar. 31, 2020 | 17,984,800 | |||||
Shares issued for cash | ||||||
Shares issued for services | $ 67 | 333,853 | 333,920 | |||
Shares issued for services, shares | 667,840 | |||||
Net income (loss) | (685,254) | (685,254) | ||||
Ending balance, value at Jun. 30, 2020 | $ 1,707 | 5,600,349 | (7,526,212) | (1,924,156) | ||
Balance at ending, shares at Jun. 30, 2020 | 18,652,640 | |||||
Shares issued for cash | $ 330 | 649,670 | 100,000 | 750,000 | ||
Shares issued for cash, shares | 3,300,000 | |||||
Shares issued for services | ||||||
Net income (loss) | (1,820,647) | (1,820,647) | ||||
Ending balance, value at Sep. 30, 2020 | $ 2,037 | 6,250,019 | 100,000 | (9,346,859) | (2,994,803) | |
Balance at ending, shares at Sep. 30, 2020 | 21,952,640 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 2,519 | 8,954,985 | (14,100,846) | (5,143,342) | ||
Balance at beginning, shares at Dec. 31, 2020 | 25,178,840 | |||||
Retroactive application of recapitalization | $ 1 | (298,062) | (298,061) | |||
Retroactive application of recapitalization, shares | 8,000 | 1,589,400 | ||||
Shares issued for cash | $ 244 | 2,436,256 | 471,000 | 2,907,500 | ||
Shares issued for cash, shares | 2,436,500 | |||||
Shares issued for services | $ 77 | 769,923 | 770,000 | |||
Shares issued for services, shares | 770,000 | |||||
Net income (loss) | (1,950,081) | (1,950,081) | ||||
Ending balance, value at Mar. 31, 2021 | $ 1 | $ 2,839 | 11,863,102 | 471,000 | (16,050,927) | (3,713,985) |
Balance at ending, shares at Mar. 31, 2021 | 8,000 | 29,974,740 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 2,519 | 8,954,985 | (14,100,846) | (5,143,342) | ||
Balance at beginning, shares at Dec. 31, 2020 | 25,178,840 | |||||
[custom:WarrantsIssuedForServices] | 2,978,771 | |||||
Ending balance, value at Sep. 30, 2021 | $ 1 | $ 3,317 | 23,902,975 | 1,377,000 | (24,710,518) | 572,774 |
Balance at ending, shares at Sep. 30, 2021 | 8,000 | 34,750,733 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 1 | $ 2,839 | 11,863,102 | 471,000 | (16,050,927) | (3,713,985) |
Balance at beginning, shares at Mar. 31, 2021 | 8,000 | 29,974,740 | ||||
Shares issued for cash | $ 128 | 1,922,368 | (388,500) | 1,533,996 | ||
Shares issued for cash, shares | 1,281,664 | |||||
Shares issued for services | $ 69 | 1,034,931 | 1,035,000 | |||
Shares issued for services, shares | 690,000 | |||||
Warrants issued for services | 676,892 | 676,892 | ||||
Net income (loss) | (2,713,235) | (2,713,235) | ||||
Shares issued through conversion of debt | $ 69 | 1,040,931 | 1,041,000 | |||
Shares issued through conversion of debt, Shares | 694,000 | |||||
Ending balance, value at Jun. 30, 2021 | $ 1 | $ 3,106 | 16,538,223 | 82,500 | (18,764,162) | (2,140,332) |
Balance at ending, shares at Jun. 30, 2021 | 8,000 | 32,640,404 | ||||
Shares issued for cash | $ 171 | 2,557,828 | 1,294,500 | 3,852,499 | ||
Shares issued for cash, shares | 1,705,329 | |||||
Shares issued for services | $ 41 | 607,460 | 607,500 | |||
Shares issued for services, shares | 405,000 | |||||
Warrants issued for services | 2,301,879 | 2,301,879 | ||||
Net income (loss) | (5,946,356) | (5,946,356) | ||||
Stock based compensation | 1,897,585 | 1,897,585 | ||||
Ending balance, value at Sep. 30, 2021 | $ 1 | $ 3,317 | $ 23,902,975 | $ 1,377,000 | $ (24,710,518) | $ 572,774 |
Balance at ending, shares at Sep. 30, 2021 | 8,000 | 34,750,733 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ (10,609,672) | $ (4,388,244) |
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: | ||
Depreciation and amortization | 1,214 | 1,444 |
Forgiveness of debt | (77,500) | 0 |
Interest paid | 0 | 0 |
Shares issued for non-employee services | 2,412,500 | 333,920 |
Warrants issued for services | 2,978,771 | 0 |
Stock based compensation | 1,897,585 | 0 |
Shares issued for conversion of debt | 1,041,000 | 0 |
Increase (decrease) in: | ||
Accounts receivable | (4,516) | (14,907) |
Inventories | 0 | (1,014,659) |
Right of use asset/liability | (988) | 1,945 |
Accounts payable | (340,621) | 1,916,183 |
Accrued expenses | (578,335) | 112,806 |
Deferred revenue | (1,000,000) | 500,000 |
NET CASH USED IN OPERATING ACTIVITIES | (4,280,561) | (2,551,512) |
INVESTING ACTIVITIES | ||
Purchase of license right | (4,804,167) | 0 |
Purchase of property and equipment | 0 | 0 |
NET CASH USED IN INVESTING ACTIVITIES | (4,804,167) | 0 |
FINANCING ACTIVITIES | ||
Proceeds from notes payable | 4,827,595 | 1,227,500 |
Proceeds from notes payable, related parties | 0 | 604,000 |
Repayment of notes payable | (527,905) | 0 |
Repayment of notes payable, related parties | (604,000) | 0 |
Shares from merger transaction | (298,061) | 0 |
Shares issued for cash | 6,916,994 | 650,000 |
Cash received for stock subscription | 1,377,000 | 100,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 11,691,623 | 2,581,500 |
NET INCREASE IN CASH | 2,606,897 | 29,988 |
CASH AT BEGINNING OF PERIOD | 202,965 | 440,088 |
CASH AT END OF PERIOD | 2,809,861 | 470,076 |
SUPPLEMENTAL DISCLOSURES | ||
Taxes paid (refunded) | $ 0 | $ 0 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Nature of Business The Company is located in Wexford, PA, and engages primarily in the acquisition, development, and commercialization of pharmaceutical products. Basis of Presentation - As a result of the Merger, the 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. Risks and Uncertainties |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company’s significant accounting policies are described in Note 2 “Summary of Significant Accounting Policies,” in the Company’s Annual Report on Form 10-KT filed with the U.S. Securities and Exchange Commission (“SEC”) on May 11, 2021. There have been no material changes to the significant accounting policies during the period ended September 30, 2021, except for items mentioned below. Principles of Consolidation Use of Estimates Accounting for non-employee share-based payments Adoption of New Accounting Pronouncements During the nine months ended September 30, 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 financial statements. |
LICENSE RIGHT
LICENSE RIGHT | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
LICENSE RIGHT | NOTE 3 – LICENSE RIGHT In 2019, 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 not met during nine months ended September 30, 2021 and 2020. During the fourth quarter of 2020, the Company determined that there was a reduction of the useful life of the asset, resulting in a full impairment of the asset. The carrying value of the license right at September 30, 2021 and December 31, 2020 was $ 0 0 0 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 issuance of $ 1,500,000 On May 6, 2021, the Company made initial payments under two definitive agreements. The two definitive option purchase agreements are with VyGen-Bio, Inc. (“Vy-Gen”), pursuant to which the Company has the exclusive option to acquire co-development rights with respect to two Vy-Gen product candidates. The Company paid a total of $ 750,000 3,250,000 December 31, 2021 |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 4 – LONG-TERM 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 2 February 8, 2021 500,000 In January 2020, the Company entered into a Senior Secured Note agreement with a related party stockholder. The principal amount of $ 250,000 8 2 February 8, 2021 0 250,000 In January 2020, the Company entered into another Senior Secured Note agreement with a stockholder. The principal amount of $ 250,000 8 2 February 8, 2021 0 250,000 In January 2020, the Company entered into a Senior Secured Note agreement with an unrelated party. The principal amount of $ 333,000 8 2 February 8, 2021 0 333,000 In January 2020, the Company entered into a Senior Secured Note agreement with an unrelated party. The principal amount of $ 167,000 8 2 February 8, 2021 167,000 In September 2020, the Company entered a non-interest bearing, unsecured note agreement with two shareholders for $ 104,000 0 104,000 In September 2021, as part of a termination of license agreement with Purple BioTech, the Company issued a convertible note in the principle amount of $ 1,500,000 that is p 5 5 Interest accrued on the related party notes at September 30, 2021 and December 31,2020 was $ 0 40,000 Loans under the CARES Act 77,500 77,595 77,500 77,595 77,500 On July 8, 2020 the Company received a loan of $ 150,000 3.75 150,000 Maturities of long-term debt for the quarter ended September 30, 2021 are as follows: 2022 – 2023 1,502,001 2024 5,279 2025 8,682 Thereafter 134,038 Total long-term debt $ 1,650,000 |
CAPITAL STRUCTURE
CAPITAL STRUCTURE | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
CAPITAL STRUCTURE | NOTE 5 – CAPITAL STRUCTURE The total number of shares of stock which the corporation shall have authority to issue is 760,000,000 750,000,000 0.0001 10,000,000 0.0001 Common Stock - 34,750,733 21,952,640 In 2021 and 2020, the Company raised capital by issuance of common stock above the stated par value. The contributed capital recognized as additional paid in capital during the nine months ended September 30, 2021 and 2020 was $ 13,064,256 5,952,069 0 Series A Preferred Stock - 0 Series B Convertible Preferred Stock - 2,000,000 0.0001 All shares of the Series B Preferred Stock shall rank (i) senior to the Corporation’s Common Stock and any other class or series of capital stock of the Corporation hereafter created, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series B Preferred Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series B Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. The Series B Preferred shall have no liquidation preference over any other class of stock. Each holder of outstanding shares of Series B Preferred Stock shall be entitled to the number of votes equal to equal to one thousand (1,000) Common Shares. Except as provided by law, or by the provisions establishing any other series of Preferred Stock, holders of Series B Preferred Stock and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class. Each holder of shares of Series B Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series B Preferred Stock into a 1,000 of fully paid and nonassessable shares of Common Stock; provided, however, that any Optional Conversion must involve the issuance of at least 100 shares of Common Stock. In the event of a reverse split, the conversion ratio shall not be changed. However, in the event a forward split shall occur then the conversion ratio shall be modified to be increased by the same ratio as the forward split. The Company has evaluated the Series B Preferred Stock in accordance with ASC 815 and has determined their conversion options were for equity and ASC 815 did not apply as of September 30, 2021. The Company has evaluated the Series B Preferred Stock in accordance with FASB ASC Subtopic 47020 and has determined that there is no beneficial conversion feature that must be accounted for as of September 30, 2021. As of September 30, 2021, there were 8,000 Common Stock Warrants - 500,000 2 5 November 30, 2023 On May 28, 2021, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 500,000 1 500,000 2 500,000 5 June 1, 2026 On July 30th, 2021, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 200,000 1 100,000 2 100,000 5 July 26, 2026 On September 22, 2021, the Company issued a warrant in conjunction with the termination of the license right (see Note 3) with Purple Biotech, granting Purple Biotech the right to purchase 300,000 shares of common stock at $5 per share, subject to certain adjustments. During the three and nine months ending September 30, 2021, the Company recorded $1,897,585 as general and administrative expense in condensed consolidated statement of operations upon immediate vesting of the Warrant. The warrant was valued using the Black-Scholes option pricing model using the following assumptions: 1) exercise price of $5.00 per share, 2) fair value of $6.50 per share, 3) discount rate of 0.48%, 3) dividend rate of 0%, and 4) a term of 3 years. |
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT | 9 Months Ended |
Sep. 30, 2021 | |
Asset Purchase Agreement | |
ASSET PURCHASE AGREEMENT | NOTE 6 – ASSET PURCHASE AGREEMENT On June 18, 2019, the Company entered into an Asset Purchase Agreement with ANI Pharmaceuticals, Inc. (ANI) for the sale of certain intellectual property and materials related to the research and development related to potential ANDA candidates. The Company recognized revenue of approximately $ 2,300,000 In addition to the original purchase price, the Company is due an additional $2,000,000 with respect to the Product that is Vigabatrin 500mg tablets (tablets) as follows; (A) $250,000 within 30 days following the completion of all bioequivalence studies related to tablets, (B) $250,000 within 45 days of the first date on which annual gross profit from the sale of tablets reaches $1,000,000 in a calendar year, (C) $500,000 within 45 days of the first date on which annual gross profit from the sale of tablets reaches $5,000,000 in a calendar year, (D) $1,000,000 within 45 days of the first date on which annual gross profit from the sale of tablets reaches $10,000,000 in a calendar year. As of nine months ended September 30, 2021 and 2020, and through this date, none of these milestones have occurred. Because collection of these milestone payments is not reasonably assured, we have not recorded any revenues in the accompanying financial statements. Also, the Company is due an additional $1,750,000 with respect to the Product that is Vigabatrin 500mg powder for Oral Solution (powder) as follows; (A) $250,000 within 45 days of the first date on which annual gross profit from the sale of powder reaches $1,000,000 in a calendar year, (B) $500,000 within 45 days of the first date on which annual gross profit from the sale of powder reaches $5,000,000 in a calendar year, (C) $1,000,000 within 45 days of the first date on which annual gross profit from the sale of powder reaches $10,000,000 in a calendar year. As of nine months ended September 30, 2021 and 2020, and through this date, none of these milestones have occurred. Because collection of these milestone payments is not reasonably assured, we have not recorded any revenues in the accompanying financial statements. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES Leases 33,750 32,250 Future minimum rental payments required under the lease are as follows: Schedule of future minimum rental payments 2021 (remaining 3 months) $ 11,250 2022 18,750 Legal Matters Royalty Obligations - 1,000,000 Royalty Advances 0 250,000 Minimum Payment Obligation – |
401(k) PROFIT-SHARING PLAN
401(k) PROFIT-SHARING PLAN | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
401(k) PROFIT-SHARING PLAN | NOTE 8 - 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 nine months ended September 30, 2021 and 2020, no |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES For the nine months ended September 30, 2021 and 2020, respectively, no |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | NOTE 10 – SUBSEQUENT EVENT On October 1, 2021, the Company entered into an agreement with a Shareholder to surrender shares of Common Stock in exchange for the settlement of debt owed. On October 20, 2021, the Company was notified by the Class A and Class B warrant holder that it is exercising its right to purchase shares of the company under its warrants. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation |
Use of Estimates | Use of Estimates |
Accounting for non-employee share-based payments | Accounting for non-employee share-based payments |
Adoption of New Accounting Pronouncements | Adoption of New Accounting Pronouncements During the nine months ended September 30, 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 financial statements. |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | 2022 – 2023 1,502,001 2024 5,279 2025 8,682 Thereafter 134,038 Total long-term debt $ 1,650,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum rental payments | Schedule of future minimum rental payments 2021 (remaining 3 months) $ 11,250 2022 18,750 |
LICENSE RIGHT (Details Narrativ
LICENSE RIGHT (Details Narrative) - USD ($) | 4 Months Ended | 9 Months Ended | 10 Months Ended | ||
May 06, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Aug. 15, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
License right | $ 4,804,167 | $ 0 | |||
Amortization expense | 0 | $ 0 | |||
Issuance of convertible debt | 1,500,000 | ||||
Payments to Acquire Intangible Assets | 4,804,167 | $ 0 | |||
VyGen-Bio [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Notes Issued | $ 3,250,000 | ||||
Debt Instrument, Maturity Date | Dec. 31, 2021 | ||||
Consensi License Right [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
License right | $ 0 | $ 0 | |||
Vy Gen Options [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Payments to Acquire Intangible Assets | $ 750,000 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 0 |
2023 | 1,502,001 |
2024 | 5,279 |
2025 | 8,682 |
Thereafter | 134,038 |
Total long-term debt | $ 1,650,000 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) | 2 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | |
Feb. 28, 2021 | May 06, 2020 | Jul. 08, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||
Accrued interest | $ 0 | $ 40,000 | |||
Debt Instrument, Decrease, Forgiveness | $ 77,500 | ||||
License Agreement [Member] | Purple Bio Tech [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate During Period | 5.00% | ||||
Debt Instrument, Convertible, Conversion Price | $ 5 | ||||
Note Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 200,000 | ||||
Debt stated interest rate | 9.00% | ||||
Debt maturity date | Jun. 15, 2020 | ||||
Note Payable 1 [Member] | |||||
Debt Instrument [Line Items] | |||||
Note payable | 200,000 | ||||
Note Payable 2 [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 500,000 | ||||
Debt stated interest rate | 8.00% | ||||
Debt maturity date | Feb. 8, 2021 | ||||
Note payable | $ 500,000 | 500,000 | |||
Debt interest rate increase if in default | 2.00% | ||||
Note Payable 3 [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 250,000 | ||||
Debt stated interest rate | 8.00% | ||||
Debt maturity date | Feb. 8, 2021 | ||||
Note payable | $ 0 | 250,000 | |||
Debt interest rate increase if in default | 2.00% | ||||
Note Payable 4 [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 250,000 | ||||
Debt stated interest rate | 8.00% | ||||
Debt maturity date | Feb. 8, 2021 | ||||
Note payable | $ 0 | 250,000 | |||
Debt interest rate increase if in default | 2.00% | ||||
Note Payable 5 [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 333,000 | ||||
Debt stated interest rate | 8.00% | ||||
Debt maturity date | Feb. 8, 2021 | ||||
Note payable | $ 0 | 333,000 | |||
Debt interest rate increase if in default | 2.00% | ||||
Note Payable 6 [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 167,000 | ||||
Debt stated interest rate | 8.00% | ||||
Debt maturity date | Feb. 8, 2021 | ||||
Note payable | $ 167,000 | 167,000 | |||
Debt interest rate increase if in default | 2.00% | ||||
Note Payable 7 [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 104,000 | ||||
Note payable | 0 | 104,000 | |||
PPP Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Note payable | 77,595 | 77,500 | |||
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 | |||
Proceeds from loan | $ 150,000 |
CAPITAL STRUCTURE (Details Narr
CAPITAL STRUCTURE (Details Narrative) - USD ($) | 9 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Jul. 30, 2021 | May 28, 2021 | Dec. 31, 2020 | Nov. 23, 2020 | |
Class of Stock [Line Items] | ||||||
Number of share issued | 760,000,000 | |||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 34,750,733 | 25,178,840 | ||||
Common stock, shares outstanding | 34,750,733 | 25,178,840 | ||||
Additional paid in capital | $ 13,064,256 | $ 5,952,069 | ||||
Capital distributions | $ 0 | $ 0 | ||||
Preferred stock, shares outstanding | 8,000 | 0 | ||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares issued | 34,750,733 | 21,952,640 | ||||
Common stock, shares outstanding | 34,750,733 | 21,952,640 | ||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares outstanding | 0 | |||||
Series B Convertible Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 2,000,000 | |||||
Preferred stock, par value | $ 0.0001 | |||||
Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares outstanding | 8,000 | |||||
Warrant Class A [Member] | Coral Investment Partners [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants outstanding | 500,000 | |||||
Warrant exercise price | $ 2 | |||||
Warrant expiration date | Nov. 30, 2023 | |||||
Warrant Class B [Member] | Coral Investment Partners [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants outstanding | 500,000 | |||||
Warrant exercise price | $ 5 | |||||
Warrant expiration date | Nov. 30, 2023 | |||||
Common Stock Warrants [Member] | Warrant Holder [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants outstanding | 200,000 | 500,000 | ||||
Warrant exercise price | $ 1 | $ 1 | ||||
Warrant expiration date | Jul. 26, 2026 | Jun. 1, 2026 | ||||
Common Stock Warrants [Member] | Warrant Holder 1 [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants outstanding | 100,000 | 500,000 | ||||
Warrant exercise price | $ 2 | $ 2 | ||||
Common Stock Warrants [Member] | Warrant Holder 2 [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants outstanding | 100,000 | 500,000 | ||||
Warrant exercise price | $ 5 | $ 5 |
ASSET PURCHASE AGREEMENT (Detai
ASSET PURCHASE AGREEMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 18, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | |
Offsetting Assets [Line Items] | |||||
Revenue recognized from assets sale | $ 0 | $ 9,888 | $ 75,000 | $ 30,761 | |
Asset Purchase Agreement [Member] | Ani Pharmaceuticals [Member] | |||||
Offsetting Assets [Line Items] | |||||
Revenue recognized from assets sale | $ 2,300,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES (Details) | Sep. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 (remaining 3 months) | $ 11,250 |
2022 | $ 18,750 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease expense | $ 33,750 | $ 32,250 |
Royalty payable | 1,000,000 | |
Proceeds from royalties | $ 0 | $ 250,000 |
401(k) PROFIT-SHARING PLAN (Det
401(k) PROFIT-SHARING PLAN (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Retirement Benefits [Abstract] | ||
Employer contribution | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense benefit | $ 0 | $ 0 | $ 0 | $ 0 |