Cover
Cover | 3 Months Ended |
Mar. 31, 2022 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | amended |
Entity Registrant Name | COEPTIS THERAPEUTICS, INC. |
Entity Central Index Key | 0001819663 |
Entity Tax Identification Number | 83-4284557 |
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 Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash | $ 2,343,829 | $ 2,179,558 |
Accounts receivable | 0 | 0 |
Inventories | 0 | 0 |
TOTAL CURRENT ASSETS | 2,343,829 | 2,179,558 |
PROPERTY AND EQUIPMENT | ||
Furniture and fixtures | 25,237 | 25,237 |
Less: accumulated depreciation | (11,657) | (11,311) |
Furniture and fixtures, net | 13,580 | 13,926 |
OTHER ASSETS | ||
Co-development options | 4,304,167 | 4,554,167 |
Right of use asset, net of accumulated amortization | 87,145 | 17,925 |
Total other assets | 4,391,312 | 4,572,092 |
TOTAL ASSETS | 6,748,722 | 6,765,576 |
CURRENT LIABILITIES | ||
Accounts payable | 244,793 | 134,092 |
Accrued expenses | 264,539 | 199,126 |
Notes payable, current portion | 2,167,000 | 2,417,000 |
Notes payable, related parties, current portion | 0 | 0 |
Right of use liability, current portion | 28,854 | 14,724 |
Deferred revenue | 0 | 0 |
TOTAL CURRENT LIABILITIES | 2,705,186 | 2,764,942 |
LONG TERM LIABILITIES | ||
Note payable | 1,650,000 | 1,650,000 |
Right of use liability, non-current portion | 56,341 | 0 |
TOTAL LONG TERM LIABILITIES | 1,706,341 | 1,650,000 |
TOTAL LIABILITIES | 4,411,527 | 4,414,942 |
COMMITMENTS AND CONTINGENCIES (NOTE 7) | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Series B Preferred Stock, $0.0001 par value, 10,000,000 shares authorized, 8,000 and 8,000 shares issued and outstanding, respectively | 1 | 1 |
Common stock, $0.0001 par value, 750,000,000 shares authorized, 38,429,397 shares issued and outstanding at March 31, 2022, and 37,082,864 shares issued and 36,754,064 shares outstanding at December 31, 2021 | 3,718 | 3,550 |
Additional paid-in capital | 49,060,797 | 30,144,374 |
Common stock subscribed | 2,500 | 0 |
Treasury stock | 0 | (247,165) |
Accumulated deficit | (46,729,821) | (27,550,126) |
TOTAL STOCKHOLDERS' EQUITY | 2,337,195 | 2,350,634 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 6,748,722 | $ 6,765,576 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 | 750,000,000 |
Common stock, shares issued | 38,429,397 | 37,082,864 | 26,768,240 |
Common stock, shares outstanding | 38,429,397 | 36,754,064 | 26,768,240 |
Series B Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred Stock, Shares Issued | 8,000 | 8,000 | 0 |
Preferred Stock, Shares Outstanding | 8,000 | 8,000 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Sales | ||
Total sales | $ 0 | $ 75,000 |
Cost of goods, including inventory obsolesence | 0 | 0 |
Gross profit | 0 | 75,000 |
COST OF OPERATIONS | ||
Research and development | 0 | 0 |
General and administrative expenses | 15,715,315 | 1,737,426 |
Selling and marketing | 0 | 2,918 |
Interest expense | 55,819 | 34,737 |
Total operating expenses | 15,771,134 | 1,775,081 |
LOSS FROM OPERATIONS | (15,771,134) | (1,700,081) |
OTHER INCOME (EXPENSE) | ||
Royalties and licensing fees | 0 | (250,000) |
Loss on extinguishment of debt | (3,408,559) | 0 |
TOTAL OTHER INCOME (EXPENSE) | (3,408,559) | (250,000) |
LOSS BEFORE INCOME TAXES | (19,179,693) | (1,950,081) |
PROVISION FOR INCOME TAXES (BENEFIT) | 0 | 0 |
NET LOSS | $ (19,179,693) | $ (1,950,081) |
LOSS PER SHARE | ||
Loss per share, basic and fully diluted | $ (0.51) | $ (0.07) |
Weighted average number of common shares outstanding | 37,421,421 | 28,665,384 |
Consulting Services [Member] | ||
Sales | ||
Total sales | $ 0 | $ 75,000 |
Other Sales [Member] | ||
Sales | ||
Total sales | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT) (Unaudited) - USD ($) | Preferred Stock Series B [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock Subscribed [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 0 | $ 1,620 | $ 5,762,414 | $ 100,000 | $ 0 | $ (4,944,559) | $ 919,475 |
Balance at beginning, shares at Dec. 31, 2019 | 14,607,200 | ||||||
Retroactive application of recapitalization | (297,949) | (297,949) | |||||
Retroactive application of recapitalization, shares | 1,588,800 | ||||||
Shares issued for cash | $ 434 | 1,167,065 | (100,000) | 1,067,499 | |||
Shares issued for cash, shares | 4,335,000 | ||||||
Shares issued for services | $ 465 | 2,323,455 | 2,323,920 | ||||
Shares issued for services, shares | 4,647,840 | ||||||
Net income (loss) | (9,156,287) | (9,156,287) | |||||
Ending balance, value at Dec. 31, 2020 | $ 0 | $ 2,519 | 8,954,985 | 0 | 0 | (14,100,846) | (5,143,343) |
Balance at ending, 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 | ||||||
Equity Investment | |||||||
Net income (loss) | (1,950,081) | (1,950,081) | |||||
Ending balance, value at Mar. 31, 2021 | $ 1 | $ 2,840 | 11,863,102 | 471,000 | 0 | (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 | $ 0 | $ 2,519 | 8,954,985 | 0 | 0 | (14,100,846) | (5,143,343) |
Balance at beginning, shares at Dec. 31, 2020 | 25,178,840 | ||||||
Shares issued for cash | $ 757 | 10,135,743 | 10,136,500 | ||||
Shares issued for cash, shares | 7,569,824 | ||||||
Shares issued for services | $ 210 | 2,757,291 | 2,757,501 | ||||
Shares issued for services, shares | 2,095,000 | ||||||
Warrants issued for services | 5,497,132 | 5,497,132 | |||||
Net income (loss) | (13,449,280) | (13,449,280) | |||||
Ending balance, value at Dec. 31, 2021 | $ 1 | $ 3,550 | 30,144,374 | 0 | (247,165) | (27,550,126) | 2,350,634 |
Balance at ending, shares at Dec. 31, 2021 | 8,000 | 37,082,864 | |||||
Shares issued for cash | $ 42 | 1,265,958 | 1,266,000 | ||||
Shares issued for cash, shares | 421,999 | ||||||
Shares issued for services | $ 118 | 3,539,882 | 3,540,000 | ||||
Shares issued for services, shares | 1,180,000 | ||||||
Retirement of shares | (247,165) | 247,165 | |||||
Retirement of shares, shares | (328,800) | ||||||
Warrants converted to shares | $ 7 | 107,493 | 2,500 | 110,000 | |||
Warrants converted to shares, shares | 73,334 | ||||||
Warrants issued for services | 10,841,695 | 10,841,695 | |||||
Net income (loss) | (19,179,693) | (19,179,693) | |||||
Warrants issued for extinguishment of debt | 3,408,559 | 3,408,559 | |||||
Ending balance, value at Mar. 31, 2022 | $ 1 | $ 3,718 | $ 49,060,797 | $ 2,500 | $ 0 | $ (46,729,821) | $ 2,337,195 |
Balance at ending, shares at Mar. 31, 2022 | 8,000 | 38,429,397 |
CONSOLIDATED CONDENSED STATEMEN
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ (19,179,693) | $ (1,950,081) |
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities | ||
Depreciation and amortization | 250,346 | 481 |
Loss on termination of licensing agreement (in exchange for convertible debt) | 0 | 770,000 |
Shares issued for non-employee services | 3,540,000 | 0 |
Warrants issued for extinguishment of debt | 3,408,559 | 0 |
Warrants issued for services | 10,841,695 | 0 |
Increase (decrease) in: | ||
Right of use asset/liability | 1,251 | 9,728 |
Accounts payable | 110,701 | 188,085 |
Accrued expenses | 65,413 | 326,517 |
NET CASH USED IN OPERATING ACTIVITIES | (961,729) | (655,270) |
FINANCING ACTIVITIES | ||
Proceeds from notes payable | 0 | 0 |
Repayment of notes payable | (250,000) | (122,405) |
Cash paid for debt as part of merger/recapitalization | 0 | (298,061) |
Shares issued for cash | 1,266,000 | 2,907,500 |
Shares issued for cash for the conversion of warrants | 107,500 | 0 |
Cash received for stock subscription | 2,500 | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,126,000 | 2,487,034 |
NET INCREASE IN CASH | 164,272 | 1,831,764 |
CASH AT BEGINNING OF PERIOD | 2,179,558 | 202,965 |
CASH AT END OF PERIOD | 2,343,829 | 2,034,729 |
SUPPLEMENTAL DISCLOSURES | ||
Interest paid | 0 | 0 |
Taxes paid (refunded) | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 2,179,558 | $ 202,965 |
Accounts receivable | 0 | 21,786 |
Inventories | 0 | 0 |
TOTAL CURRENT ASSETS | 2,179,558 | 224,751 |
PROPERTY AND EQUIPMENT | ||
Furniture and fixtures | 25,237 | 25,237 |
Less: accumulated depreciation | (11,311) | (9,730) |
Furniture and fixtures, net | 13,926 | 15,507 |
OTHER ASSETS | ||
Co-development options | 4,554,167 | 0 |
Right of use asset, net of accumulated amortization | 17,925 | 58,225 |
Other assets | 0 | 2,000 |
Total other assets | 4,572,091 | 60,225 |
TOTAL ASSETS | 6,765,576 | 300,484 |
CURRENT LIABILITIES | ||
Accounts payable | 134,092 | 1,623,840 |
Accrued expenses | 199,126 | 732,146 |
Notes payable | 2,417,000 | 1,277,500 |
Notes payable, related parties, current portion | 0 | 604,000 |
Right of use liability, current portion | 14,724 | 41,618 |
Deferred revenue | 0 | 1,000,000 |
TOTAL CURRENT LIABILITIES | 2,764,942 | 5,279,104 |
LONG TERM LIABILITIES | ||
Note payable | 1,650,000 | 150,000 |
Right of use liability, non-current portion | 0 | 14,723 |
TOTAL LONG TERM LIABILITIES | 1,650,000 | 164,723 |
TOTAL LIABILITIES | 4,414,942 | 5,443,827 |
COMMITMENTS AND CONTINGENCIES (NOTE 7) | ||
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, 37,082,864 issued and 36,754,064 outstanding at December 31, 2021, and 26,768,240 shares issued and outstanding at December 31, 2020 | 3,550 | 2,519 |
Additional paid-in capital | 30,144,374 | 8,954,985 |
Treasury stock, 328,800 shares at cost | (247,165) | 0 |
Accumulated deficit | (27,550,126) | (14,100,846) |
TOTAL STOCKHOLDERS' EQUITY | 2,350,634 | (5,143,343) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 6,765,576 | $ 300,484 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 750,000,000 |
Common stock, shares issued | 37,082,864 |
Common stock, shares outstanding | 36,754,064 |
Treasury Stock, Shares | 328,800 |
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, 2021 | Dec. 31, 2020 | |
SALES | ||
Total sales | $ 75,000 | $ 30,761 |
Cost of goods, including inventory obsolescence | 0 | 964,217 |
Gross profit | 75,000 | (933,456) |
COST OF OPERATIONS | ||
Research and development | 0 | 3,543 |
General and administrative expenses | 14,118,014 | 5,769,604 |
Selling and marketing | 2,918 | 6,608 |
Interest expense | 187,133 | 148,192 |
Total operating expenses | 14,308,066 | 5,927,947 |
LOSS FROM OPERATIONS | (14,233,066) | (6,861,403) |
OTHER INCOME (EXPENSE) | ||
Royalties and licensing fees | (413,124) | (2,294,883) |
Licensing income | 1,000,000 | 0 |
Other Income | 198,910 | 0 |
Gain (Loss) on Write Down of Assets | (2,000) | 0 |
TOTAL OTHER INCOME (EXPENSE) | 783,786 | (2,294,883) |
LOSS BEFORE INCOME TAXES | (13,449,280) | (9,156,286) |
PROVISION FOR INCOME TAXES (BENEFIT) | 0 | 0 |
NET LOSS | $ (13,449,280) | $ (9,156,286) |
LOSS PER SHARE | ||
Loss per share, basic and fully diluted | $ (0.42) | $ (0.51) |
Weighted average number of common shares outstanding | 32,400,101 | 18,089,441 |
Consulting Services [Member] | ||
SALES | ||
Total sales | $ 75,000 | $ 14,561 |
Other Sales [Member] | ||
SALES | ||
Total sales | $ 0 | $ 16,200 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT) - USD ($) | Preferred Stock Series B [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock Subscribed [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 0 | $ 1,620 | $ 5,762,414 | $ 100,000 | $ 0 | $ (4,944,559) | $ 919,475 |
Balance at beginning, shares at Dec. 31, 2019 | 14,607,200 | ||||||
Retroactive application of recapitalization | (297,949) | (297,949) | |||||
Retroactive application of recapitalization, shares | 1,588,800 | ||||||
Shares issued for cash | $ 434 | 1,167,065 | (100,000) | 1,067,499 | |||
Shares issued for cash, shares | 4,335,000 | ||||||
Shares issued for services | $ 465 | 2,323,455 | 2,323,920 | ||||
Shares issued for services, shares | 4,647,840 | ||||||
Net income (loss) | (9,156,287) | (9,156,287) | |||||
[custom:RecapitalizationShares] | 8,000 | 1,589,400 | |||||
Ending balance, value at Dec. 31, 2020 | $ 0 | $ 2,519 | 8,954,985 | 0 | 0 | (14,100,846) | (5,143,343) |
Balance at ending, 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 | $ 2,840 | 11,863,102 | 471,000 | 0 | (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 | $ 0 | $ 2,519 | 8,954,985 | 0 | 0 | (14,100,846) | (5,143,343) |
Balance at beginning, shares at Dec. 31, 2020 | 25,178,840 | ||||||
Purchase of treasury stock | (247,165) | (247,165) | |||||
Shares issued for cash | $ 757 | 10,135,743 | 10,136,500 | ||||
Shares issued for cash, shares | 7,569,824 | ||||||
Shares issued for services | $ 210 | 2,757,291 | 2,757,501 | ||||
Shares issued for services, shares | 2,095,000 | ||||||
Warrants issued for services | 5,497,132 | 5,497,132 | |||||
Shares issued through conversion of debt | $ 69 | 1,040,931 | 1,041,000 | ||||
Shares issued through conversion of debt, Shares | 694,000 | ||||||
Stock based compensation | 1,897,585 | 1,897,585 | |||||
Shares surrendered in payment of debt | $ (4) | (88,396) | (88,400) | ||||
Shares surrendered in payment of debt, shares | (44,200) | ||||||
Net income (loss) | (13,449,280) | (13,449,280) | |||||
Recapitalization | 1 | (50,897) | (50,897) | ||||
Ending balance, value at Dec. 31, 2021 | $ 1 | $ 3,550 | 30,144,374 | 0 | (247,165) | (27,550,126) | 2,350,634 |
Balance at ending, shares at Dec. 31, 2021 | 8,000 | 37,082,864 | |||||
Shares issued for cash | $ 42 | 1,265,958 | 1,266,000 | ||||
Shares issued for cash, shares | 421,999 | ||||||
Shares issued for services | $ 118 | 3,539,882 | 3,540,000 | ||||
Shares issued for services, shares | 1,180,000 | ||||||
Warrants issued for services | 10,841,695 | 10,841,695 | |||||
Net income (loss) | (19,179,693) | (19,179,693) | |||||
Ending balance, value at Mar. 31, 2022 | $ 1 | $ 3,718 | $ 49,060,797 | $ 2,500 | $ 0 | $ (46,729,821) | $ 2,337,195 |
Balance at ending, shares at Mar. 31, 2022 | 8,000 | 38,429,397 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ (13,449,280) | $ (9,156,286) |
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities | ||
Depreciation and amortization | 447,413 | 323,428 |
Impairment loss of licensing right | 0 | 708,333 |
Forgiveness of debt | (160,095) | |
Interest paid | 0 | 0 |
Loss on termination of licensing agreement (in exchange for convertible debt) | 1,500,000 | 0 |
Shares issued for non-employee services | 2,757,501 | 2,323,920 |
Warrants issued for services | 5,497,132 | 0 |
Stock based compensation | 1,897,585 | 0 |
Increase (decrease) in: | ||
Accounts receivable | 21,786 | (14,907) |
Inventories | 0 | 0 |
Right of use asset/liability | (1,317) | (27,322) |
Other assets | 2,000 | 0 |
Accounts payable | (1,578,145) | 1,474,566 |
Accrued expenses | (424,020) | 732,146 |
Deferred revenue | (1,000,000) | 500,000 |
NET CASH USED IN OPERATING ACTIVITIES | (4,489,440) | (3,136,122) |
INVESTING ACTIVITIES | ||
Purchase of license right | (1,750,000) | 0 |
Purchase of property and equipment | 0 | 0 |
NET CASH USED IN INVESTING ACTIVITIES | (1,750,000) | 0 |
FINANCING ACTIVITIES | ||
Proceeds from notes payable | 77,595 | 1,227,500 |
Proceeds from notes payable, related parties | 0 | 854,000 |
Repayment of notes payable | (1,700,000) | 0 |
Repayment of notes payable, related parties | 0 | (250,000) |
Cash paid for debt as part of merger/rec | (50,897) | 0 |
Repurchase of Treasury shares | (247,165) | 0 |
Shares issued for cash | 10,136,500 | 1,067,499 |
Cash received for stock subscription | 0 | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 8,216,033 | 2,898,999 |
NET INCREASE IN CASH | 1,976,593 | (237,123) |
CASH AT BEGINNING OF PERIOD | 202,965 | 440,088 |
CASH AT END OF PERIOD | 2,179,558 | 202,965 |
SUPPLEMENTAL DISCLOSURES | ||
Interest paid | 0 | 0 |
Taxes paid (refunded) | $ 0 | $ 0 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 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. Principles of Consolidation – Risks and Uncertainties | 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. Principles of Consolidation – Risks and Uncertainties |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 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-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 11, 2022. There have been no material changes to the significant accounting policies during the three month period ended March 31, 2022, except for items mentioned below. Use of Estimates Adoption of New Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principals in Topic 740. The amendments also improve consistent application of and simplify generally accepted accounting principles (GAAP) for other areas of Topic 740 by clarifying and amending the existing guidance. For public business entities, the guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2020. Early adoption is permitted, including adoption in any interim period. The adoption of this standard, effective January 1, 2021, did not have a material impact on these financial statements. During the quarter ended March 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 financial statements. | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents Inventory no Property and Equipment 2,546 1,925 Research and Development 0 3,543 Impairment 0 708,333 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 During the Year Ended December 31, 2021 and 2020, there were several other 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. Revenue Recognition 75,000 14,561 0 500,000 0 16,200 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 majority of the Company’s revenue arrangement generally consist of a single performance obligation to transfer promised goods or services. Accounts Receivable – Earnings Per Share Going Concern 27,550,126 27,550,126 14,100,846 Fair Value of Financial Instruments |
LICENSE RIGHT
LICENSE RIGHT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 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 as of March 31, 2022. 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 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 1,500,000 September 30, 2022 | 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 the year ended December 31, 2021 and 2020. As of December 31, 2020, $ 500,000 During the fourth quarter of 2020, the Company determined that there was a reduction of the useful life, resulting in an impairment charge of $ 708,333 0 291,667 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 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 5,000,000 445,833 0 1,750,000 March 31, 2022 |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 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 plus additional 2% in the event of default 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 plus additional 2% in the event of default 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 plus additional 2% in the event of default 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 plus additional 2% in the event of default 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 plus additional 2% in the event of default 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 principal amount of $ 1,500,000 5 5 Loans under the CARES Act 77,500 77,595 0 155,095 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 quarter ended March 31, Schedule of maturities for long-term debt 2022 $ – 2023 1,500,000 2024 – 2025 2,183 Thereafter 147,817 Total long-term debt $ 1,650,000 | 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 0 In January 2020, the Company entered into a Senior Secured Note agreement with an unrelated party. The principal amount of $ 500,000 8 plus additional 2% in the event of default 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 plus additional 2% in the event of default 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 plus additional 2% in the event of default 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 plus additional 2% in the event of default 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 plus additional 2% in the event of default 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 (See Note 7), the Company issued a convertible note in the principal amount of $ 1,500,000 5 5 Interest accrued on the related party notes at December 31, 2021 and 2020 was $ 0 40,000 Loans under the CARES Act 77,500 77,595 0 77,500 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 2022 – 2023 $ 1,500,000 2024 – 2025 2,183 Thereafter $ 147,817 Total long-term debt $ 1,650,000 |
CAPITAL STRUCTURE
CAPITAL STRUCTURE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 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 - 38,429,397 29,974,740 In 2022 and 2021, 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 quarter ended March 31, 2022 and 2021 was $ 18,916,423 2,908,117 0 Treasury Stock – 328,800 247,165 328,800 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 December 31, 2021. The Company has evaluated the Series B Preferred Stock in accordance with FASB ASC Subtopic 470-20-40 and has determined that there is no beneficial conversion feature that must be accounted for as of December 31, 2021. As of March 31, 2022, 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 395,000 5,000 1 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 5 1,897,585 On December 20, 2021, the Company issued a warrant to a third party in exchange for services to be provided, granting the warrant holder the right to purchase 600,000 1 December 20, 2026 On January 28, 2022, the Company issued a warrant to a third party in exchange for contemplation of a debt extension, granting the warrant holder the right to purchase 250,000 1.50 January 31, 2024 On January 28, 2022, the Company issued a warrant to a third party in exchange for contemplation of a debt extension, granting the warrant holder the right to purchase 400,000 1.50 January 31, 2024 On January 28, 2022, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 775,000 1.50 January 31, 2024 On January 28, 2022, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 200,000 1.50 January 31, 2024 On January 28, 2022, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 350,000 1.50 January 31, 2024 296,666 53,335 1.50 On January 28, 2022, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 150,000 1 150,000 2 January 31, 2024 On January 28, 2022, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 1,018,050 1.50 January 31, 2024 On January 28, 2022, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 225,000 1.50 January 31, 2024 210,000 15,000 1.50 On January 28, 2022, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 100,000 1 January 31, 2024 On January 28, 2022, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 100,000 1.50 January 31, 2024 On January 28, 2022, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 100,000 1.50 January 31, 2024 On January 28, 2022, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 52,050 1.50 January 31, 2024 On March 30, 2022, the Company issued a warrant to a third party in conjunction with an investment, granting the warrant holder the right to purchase 250,000 3 March 30, 2024 On March 30, 2022, the Company issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase 300,000 1.50 April 1, 2027 The warrants issued as of March 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. | 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 - 37,082,864 36,754,064 26,768,240 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 year ended December 31, 2021 and 2020 was $ 10,135,743 and $ 1,167,065 0 Treasury Stock – 328,800 247,165 328,800 An additional 44,200 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 December 31, 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 December 31, 2021. As of December 31, 2021, there were 8,000 Common Stock Warrants - 500,000 2.00 5.00 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 1.00 500,000 2.00 500,000 5.00 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 1.00 100,000 2.00 100,000 5.00 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 5 1,897,585 On December 20, 2021, the Company granted a warrant to a third party in exchange for services to be provided, conditionally giving the warrant holder the right to purchase 600,000 1.00 |
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 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. 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 quarter ended March 31, 2022 and 2021, 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 quarter ended March 31, 2022 and 2021, 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. | 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 Year Ended December 31, 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 year Ended December 31, 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES Leases 11,250 11,250 Future minimum rental payments required under the lease are as follows: Future minimum rental payments 2022 $ 33,750 2023 45,000 2024 18,750 Total minimum lease payments: 97,500 Less amount representing interest (12,305 ) Present value of minimum lease payments: 85,195 As of March 31, 2022, the company had recorded a right of use asset of $ 87,145 28,854 56,341 Legal Matters Royalty Obligations - 0 833,333 Royalty Advances 0 0 1,000,000 1,000,000 | NOTE 7 – COMMITMENTS AND CONTINGENCIES Leases 45,000 34,125 Future minimum rental payments required under the lease are as follows: Schedule of future minimum rental payments 2022 $ 18,750 On January 20, 2022, the Company entered into a third lease extension for twenty-four months beginning on June 1, 2022 and ending on May 31, 2024. Legal Matters Royalty Obligations - 0 583,333 Royalty Advances 0 500,000 1,000,000 1,000,000 |
401(k) PROFIT-SHARING PLAN
401(k) PROFIT-SHARING PLAN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 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 quarter ended March 31, 2022 and 2021, no | 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 Year Ended December 31, 2021 and 2020, no employer contributions were made. |
CONCENTRATIONS
CONCENTRATIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | ||
CONCENTRATIONS | NOTE 9 - CONCENTRATIONS Major Customers – 100 | NOTE 9 - CONCENTRATIONS Major Customers – 100 0 21,786 |
INCOME TAXES
INCOME TAXES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES | NOTE 10 – INCOME TAXES For the three months ended March 31, 2022 and 2021, respectively, no income tax expense or benefit was recognized. The Company’s deferred tax assets are comprised primarily of net operating loss carryforwards. The Company maintains a full valuation allowance on its deferred tax assets since it has not yet achieved sustained profitable operations. As a result, the Company has not recorded any income tax benefit since its inception. | NOTE 10 – 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 assets 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, 2021 and 2020, a reconciliation of income tax expense at the statutory rate of 31 Schedule of effective income tax reconciliation 2021 2020 Income tax benefit at statutory rate $ 7,130,000 $ 2,852,000 Change in valuation allowance (7,130,000 ) (2,852,000 ) Provision for federal/state income taxes $ – – As of the year ended December 31, 2021, the Company has approximately $ 23,000,000 |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENT | NOTE 11 – SUBSEQUENT EVENT Potential Asset acquisition - Coeptis and Statera have agreed that the definitive agreement will provide for the payment by Coeptis to Statera of six million USD ($6,000,000) plus revenue-based milestone payments (to be defined in the definitive agreement) in exchange for a defined set of purchased assets that include Statera’s rights to any product containing Entolimod as an active ingredient and all other related TLR5 agonists, related intellectual property, contract rights, inventory and data related to such products. Debt modification – Merger - Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the Closing (as defined below), Bull Horn will re-domicile from the British Virgin Islands to the State of Delaware through a statutory re-domestication (the “Domestication”), and (ii) upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into Coeptis (the “Merger” and, together with the Domestication and the other transactions contemplated by the Merger Agreement, the “Transactions”), with Coeptis continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of Bull Horn (after the Domestication). Prior to the Merger, all outstanding shares of Coeptis preferred stock will convert or exchange their shares of preferred stock for shares of Coeptis common stock at the applicable ratio in Coeptis organizational documents (the “Preferred Stock Exchange”). In the Merger, (i) all shares of Coeptis common stock issued and outstanding immediately prior to the effective time of the Merger (other than those properly exercising any applicable dissenters rights under Delaware law), but after giving effect to the Preferred Stock Exchange, will be converted into the right to receive a portion of the Merger Consideration (as defined below), (ii) certain issued and outstanding warrants to acquire shares of Coeptis stock (the “Specified Warrants”) will be assumed by Bull Horn and converted into a warrant for shares of Bull Horn common stock with its price and number of shares equitably adjusted based on the conversion of the shares of Coeptis common stock into the Merger Consideration (each, an “Assumed Warrant”), (iii) certain outstanding convertible debt of Coeptis (the “Coeptis Convertible Debt”) will be assumed by Bull Horn and be convertible into common stock of Bull Horn (the “Assumed Convertible Debt”) and (iv) any other outstanding securities with the right to convert into or acquire equity securities of Coeptis or its subsidiaries will be terminated. At the Closing, Bull Horn will change its name to “Coeptis Therapeutics Holdings, Inc.”. The aggregate Merger consideration received by Coeptis security holders from Bull Horn at the Closing will have an aggregate value equal to (the “Merger Consideration”) (i) $175,000,000, minus (or plus if positive), (ii) the amount of Coeptis’ outstanding indebtedness as of immediately prior to the Closing (excluding Permitted Debt, as described below), net of its cash as of immediately prior to the Closing, minus (iii) the amount of Coeptis’ outstanding unpaid transaction expenses and transaction bonuses as of the Closing. The Merger Consideration will be payable, (a) in the case of Coeptis stockholders, solely in new shares of Bull Horn common stock, with each share of Bull Horn common stock valued at the price per share (the “Redemption Price”) at which each Bull Horn share of common stock is redeemed or converted pursuant to the redemption by Bull Horn of its public shareholders in connection with Bull Horn’s initial business combination, as required by its amended and restated memorandum and articles of association and Bull Horn’s initial public offering prospectus (the “Closing Redemption”), and (b) with respect to the holders of the Specified Warrants, by the assumption of such warrants by Bull Horn as Assumed Warrants. The Merger Consideration deliverable to Coeptis stockholders will be allocated pro rata after giving effect to the Preferred Stock Exchange and deducting the value attributable to the Assumed Warrants as if the Specified Warrants that become Assumed Warrants were exercised on a net exercise basis as of immediately prior to the Closing. The Coeptis Convertible Debt, along with (i) certain other outstanding indebtedness of Coeptis as of the date of the Merger Agreement (which together with the Coeptis Convertible Debt, has aggregate outstanding obligations of approximately $3.9 million as of the date of the Merger Agreement), and (ii) certain other indebtedness that Coeptis is permitted to incur between the signing of the Merger Agreement and the Closing, will not affect the Merger Consideration payable to Coeptis security holders (the Coeptis Convertible Debt and such other indebtedness, “Permitted Debt”). | NOTE 11 – SUBSEQUENT EVENT On January 20, 2022, the Company entered into a third lease extension for twenty-four months beginning on June 1, 2022 and ending on May 31, 2024. See Note 7. On January 28, 2022, the Company issued warrants to various shareholders giving them the right to purchase a total of 3,595,100 shares, with strike prices between $1 and $2. The warrants expire January 31, 2024. On February 4, 2022, the Company filed Form S-1: General form for Registration of Securities with the SEC, to register its shares for re-sale on the open market. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Use of Estimates | Use of Estimates | Use of Estimates |
Adoption of New Accounting Pronouncements | Adoption of New Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principals in Topic 740. The amendments also improve consistent application of and simplify generally accepted accounting principles (GAAP) for other areas of Topic 740 by clarifying and amending the existing guidance. For public business entities, the guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2020. Early adoption is permitted, including adoption in any interim period. The adoption of this standard, effective January 1, 2021, did not have a material impact on these financial statements. During the quarter ended March 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 financial statements. | Adoption of New Accounting Pronouncements During the Year Ended December 31, 2021 and 2020, there were several other 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents | |
Inventory | Inventory no | |
Property and Equipment | Property and Equipment 2,546 1,925 | |
Research and Development | Research and Development 0 3,543 | |
Impairment | Impairment 0 708,333 | |
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 | |
Revenue Recognition | Revenue Recognition 75,000 14,561 0 500,000 0 16,200 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 majority of the Company’s revenue arrangement generally consist of a single performance obligation to transfer promised goods or services. | |
Accounts Receivable – Accounts receivable consists of consulting revenues. The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer credit worthiness, and current economic trends. Accounts are considered delinquent when payments have not been received within the agreed upon terms and are written off when management determines that collection is not probable. | Accounts Receivable – | |
Earnings Per Share | Earnings Per Share | |
Going Concern | Going Concern 27,550,126 27,550,126 14,100,846 | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Schedule of maturities for long-term debt | Schedule of maturities for long-term debt 2022 $ – 2023 1,500,000 2024 – 2025 2,183 Thereafter 147,817 Total long-term debt $ 1,650,000 | Schedule of maturities for long-term debt 2022 – 2023 $ 1,500,000 2024 – 2025 2,183 Thereafter $ 147,817 Total long-term debt $ 1,650,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of future minimum rental payments | Future minimum rental payments 2022 $ 33,750 2023 45,000 2024 18,750 Total minimum lease payments: 97,500 Less amount representing interest (12,305 ) Present value of minimum lease payments: 85,195 | Schedule of future minimum rental payments 2022 $ 18,750 |
ASSET PURCHASE AGREEMENT (Table
ASSET PURCHASE AGREEMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Asset Purchase Agreement | |
Schedule of effective income tax reconciliation | Schedule of effective income tax reconciliation 2021 2020 Income tax benefit at statutory rate $ 7,130,000 $ 2,852,000 Change in valuation allowance (7,130,000 ) (2,852,000 ) Provision for federal/state income taxes $ – – |
LICENSE RIGHT (Details Narrativ
LICENSE RIGHT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Payments to Acquire Intangible Assets | $ 1,750,000 | $ 0 | ||
Accounts Payable, Current | $ 244,793 | 134,092 | 1,623,840 | |
Amortization expense | 0 | 291,667 | ||
CD38 Assets [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Notes Issued | 3,250,000 | |||
Notes Payable, Noncurrent | $ 1,500,000 | $ 1,750,000 | ||
Debt Instrument, Maturity Date | Sep. 30, 2022 | Mar. 31, 2022 | ||
CD38 Assets [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Payments to Acquire Intangible Assets | $ 1,750,000 | |||
Capitalized Contract Cost, Gross | $ 5,000,000 | 5,000,000 | ||
Amortization | 445,833 | 0 | ||
Consensi [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Issuance of convertible debt | $ 1,500,000 | $ 1,500,000 | ||
Accounts Payable, Current | 500,000 | |||
Impairment of Intangible Assets, Finite-Lived | $ 708,333 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2022 | $ 0 | $ 0 |
2023 | 1,500,000 | 1,500,000 |
2024 | 0 | 0 |
2025 | 2,183 | 2,183 |
Thereafter | 147,817 | 147,817 |
Total long-term debt | $ 1,650,000 | $ 1,650,000 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jan. 31, 2020 | Feb. 28, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | May 06, 2020 | Jul. 08, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | |||||||||
Accrued interest | $ 0 | $ 40,000 | |||||||
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 | 5.00% | 5.00% | |||||||
Debt Instrument, Convertible, Conversion Price | $ 5 | $ 5 | |||||||
Note Payable 1 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 200,000 | $ 200,000 | |||||||
Debt stated interest rate | 9.00% | 9.00% | |||||||
Debt maturity date | Jun. 15, 2020 | Jun. 15, 2020 | |||||||
Note payable | $ 0 | $ 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 | 500,000 | 500,000 | |||||
Debt Instrument, Interest Rate Terms | plus additional 2% in the event of default | ||||||||
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 | $ 0 | 250,000 | |||||
Debt Instrument, Interest Rate Terms | plus additional 2% in the event of default | ||||||||
Note Payable 4 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 250,000 | ||||||||
Debt stated interest rate | 8.00% | ||||||||
Debt maturity date | Feb. 8, 2021 | Feb. 8, 2021 | |||||||
Note payable | $ 0 | 250,000 | $ 0 | 250,000 | |||||
Debt Instrument, Interest Rate Terms | plus additional 2% in the event of default | ||||||||
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 | 0 | 333,000 | |||||
Debt Instrument, Interest Rate Terms | plus additional 2% in the event of default | ||||||||
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 | 167,000 | 167,000 | |||||
Debt Instrument, Interest Rate Terms | plus additional 2% in the event of default | ||||||||
Note Payable 7 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 104,000 | ||||||||
Note payable | 0 | 104,000 | 0 | 104,000 | |||||
PPP Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Note payable | 0 | 155,095 | 0 | 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 | $ 150,000 | $ 150,000 | |||||
Proceeds from loan | $ 150,000 |
CAPITAL STRUCTURE (Details Narr
CAPITAL STRUCTURE (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Feb. 28, 2021 | Feb. 18, 2022 | Feb. 28, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 30, 2022 | Mar. 02, 2022 | Jan. 28, 2022 | Dec. 20, 2021 | Sep. 22, 2021 | Jul. 30, 2021 | May 28, 2021 | Nov. 23, 2020 | |
Class of Stock [Line Items] | |||||||||||||||
Number of share issued | 760,000,000 | 760,000,000 | |||||||||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 750,000,000 | ||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Common stock, shares issued | 38,429,397 | 37,082,864 | 26,768,240 | ||||||||||||
Common stock, shares outstanding | 38,429,397 | 36,754,064 | 26,768,240 | ||||||||||||
Additional paid in capital | $ 18,916,423 | $ 2,908,117 | $ 10,135,743 | $ 1,167,065 | |||||||||||
Capital distributions | 0 | $ 0 | 0 | 0 | |||||||||||
Common stock repurchased shares | 328,800 | ||||||||||||||
Treasury stock | $ 247,165 | $ 247,165 | $ 0 | $ 247,165 | $ 0 | ||||||||||
Treasury Stock retired | 328,800 | ||||||||||||||
Stock Repurchased and Retired During Period, Shares | 44,200 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Treasury Stock retired | 328,800 | ||||||||||||||
Warrant 1 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 296,666 | ||||||||||||||
Warrant 2 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 210,000 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 395,000 | ||||||||||||||
Professional Services [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 300,000 | ||||||||||||||
Warrant exercise price | $ 1.50 | ||||||||||||||
Warrant expiration date | Apr. 1, 2027 | Jun. 1, 2026 | |||||||||||||
Professional Services [Member] | Warrant 1 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 500,000 | ||||||||||||||
Warrant exercise price | $ 1 | ||||||||||||||
Professional Services [Member] | Warrant 2 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 500,000 | ||||||||||||||
Warrant exercise price | $ 2 | ||||||||||||||
Professional Services [Member] | Warrant 3 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 500,000 | ||||||||||||||
Warrant exercise price | $ 5 | ||||||||||||||
Professional Services [Member] | Warrant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 775,000 | ||||||||||||||
Warrant exercise price | $ 1.50 | ||||||||||||||
Warrant expiration date | Jan. 31, 2024 | ||||||||||||||
Professional Services 2 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrant expiration date | Jul. 26, 2026 | ||||||||||||||
Professional Services 2 [Member] | Warrant 1 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 200,000 | ||||||||||||||
Warrant exercise price | $ 1 | ||||||||||||||
Professional Services 2 [Member] | Warrant 2 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 350,000 | 100,000 | |||||||||||||
Warrant exercise price | $ 1.50 | $ 2 | |||||||||||||
Warrant expiration date | Jan. 31, 2024 | ||||||||||||||
Professional Services 2 [Member] | Warrant 3 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 100,000 | ||||||||||||||
Warrant exercise price | $ 5 | ||||||||||||||
Professional Services 2 [Member] | Warrant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 53,335 | ||||||||||||||
Warrant exercise price | $ 1.50 | ||||||||||||||
Professional Services 2 [Member] | Warrant 4 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 5,000 | ||||||||||||||
Warrant exercise price | $ 1 | ||||||||||||||
Services To Be Provided [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 600,000 | ||||||||||||||
Warrant exercise price | $ 1 | ||||||||||||||
Warrant expiration date | Dec. 20, 2026 | ||||||||||||||
Debt Extension [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 250,000 | ||||||||||||||
Warrant exercise price | $ 1.50 | ||||||||||||||
Warrant expiration date | Jan. 31, 2024 | ||||||||||||||
Debt Extension [Member] | Warrant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 400,000 | ||||||||||||||
Warrant exercise price | $ 1.50 | ||||||||||||||
Warrant expiration date | Jan. 31, 2024 | ||||||||||||||
Professional Services 1 [Member] | Warrant 1 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 200,000 | ||||||||||||||
Warrant exercise price | $ 1.50 | ||||||||||||||
Warrant expiration date | Jan. 31, 2024 | ||||||||||||||
Professional Services 3 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 150,000 | ||||||||||||||
Warrant exercise price | $ 2 | ||||||||||||||
Professional Services 3 [Member] | Warrant 3 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 150,000 | ||||||||||||||
Warrant exercise price | $ 1 | ||||||||||||||
Warrant expiration date | Jan. 31, 2024 | ||||||||||||||
Professional Services 4 [Member] | Warrant 4 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 1,018,050 | ||||||||||||||
Warrant exercise price | $ 1.50 | ||||||||||||||
Warrant expiration date | Jan. 31, 2024 | ||||||||||||||
Professional Services 5 [Member] | Warrant 5 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 15,000 | 225,000 | |||||||||||||
Warrant exercise price | $ 1.50 | $ 1.50 | |||||||||||||
Warrant expiration date | Jan. 31, 2024 | ||||||||||||||
Professional Services 6 [Member] | Warrant 6 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 100,000 | ||||||||||||||
Warrant exercise price | $ 1 | ||||||||||||||
Warrant expiration date | Jan. 31, 2024 | ||||||||||||||
Professional Services 7 [Member] | Warrant 7 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 100,000 | ||||||||||||||
Warrant exercise price | $ 1.50 | ||||||||||||||
Warrant expiration date | Jan. 31, 2024 | ||||||||||||||
Professional Services 8 [Member] | Warrant 8 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 100,000 | ||||||||||||||
Warrant exercise price | $ 1.50 | ||||||||||||||
Warrant expiration date | Jan. 31, 2024 | ||||||||||||||
Professional Services 9 [Member] | Warrant 9 [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 52,050 | ||||||||||||||
Warrant exercise price | $ 1.50 | ||||||||||||||
Warrant expiration date | Jan. 31, 2024 | ||||||||||||||
Investment [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 250,000 | ||||||||||||||
Warrant exercise price | $ 3 | ||||||||||||||
Warrant expiration date | Mar. 30, 2024 | ||||||||||||||
Coral Investment Partners [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 500,000 | ||||||||||||||
Warrant expiration date | Nov. 30, 2023 | ||||||||||||||
Warrants outstanding | 500,000 | ||||||||||||||
Purple Bio Tech [Member] | Termination Of License Right [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 300,000 | ||||||||||||||
Warrant exercise price | $ 5 | ||||||||||||||
Share-based Payment Arrangement, Expense | $ 1,897,585 | $ 1,897,585 | |||||||||||||
Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock, shares issued | 29,974,740 | ||||||||||||||
Common stock, shares outstanding | 29,974,740 | ||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | |||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Preferred stock, shares outstanding | 8,000 | 8,000 | 0 | ||||||||||||
Warrant Class A [Member] | Coral Investment Partners [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrant exercise price | $ 2 | ||||||||||||||
Warrant Class B [Member] | Coral Investment Partners [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrant exercise price | $ 5 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2022 | $ 33,750 | $ 18,750 |
Lessee, Operating Lease, Liability, to be Paid, Year Two | 45,000 | |
Lessee, Operating Lease, Liability, to be Paid, Year Three | 18,750 | |
Lessee, Operating Lease, Liability, to be Paid | 97,500 | |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | (12,305) | |
Operating Lease, Liability | $ 85,195 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Liability Contingency [Line Items] | ||||
Operating lease expense | $ 11,250 | $ 11,250 | $ 45,000 | $ 34,125 |
Operating Lease, Right-of-Use Asset | 87,145 | 17,925 | 58,225 | |
Operating Lease, Liability, Current | 28,854 | 14,724 | 41,618 | |
Operating Lease, Liability, Noncurrent | 56,341 | 0 | 14,723 | |
Proceeds from royalties | 0 | 833,333 | 0 | 583,333 |
Other Income | 198,910 | 0 | ||
PPP Loan [Member] | ||||
Product Liability Contingency [Line Items] | ||||
Proceeds from royalties | $ 0 | $ 0 | 0 | 500,000 |
Deferred Revenue | 1,000,000 | $ 1,000,000 | ||
Other Income | $ 1,000,000 |
401(k) PROFIT-SHARING PLAN (Det
401(k) PROFIT-SHARING PLAN (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Employer contribution | $ 0 | $ 0 |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - Two Customers [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | |||
Accounts Receivable Revenue | $ 0 | $ 21,786 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 100.00% | 100.00% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense benefit | $ 0 | $ 0 | $ 0 | $ 0 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 31.00% | |||
Net operating loss carry forwards | $ 23,000,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Asset Purchase Agreement | ||
Income tax benefit at statutory rate | $ 7,130,000 | $ 2,852,000 |
Change in valuation allowance | (7,130,000) | (2,852,000) |
Provision for federal/state income taxes | $ 0 | $ 0 |
ASSET PURCHASE AGREEMENT (Detai
ASSET PURCHASE AGREEMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Jun. 18, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory | $ 0 | $ 0 | $ 0 | ||
Depreciation expense | 2,546 | 1,925 | |||
Research and development expenses | 0 | $ 0 | 0 | 3,543 | |
Impairment losses related to license agreement | 0 | 708,333 | |||
Unrecognized Tax Benefits | 0 | ||||
Revenue recognized from assets sale | 0 | 75,000 | 75,000 | 30,761 | |
Received from licensing amount | 0 | 500,000 | |||
Accumulated deficit | 46,729,821 | 27,550,126 | 14,100,846 | ||
Asset Purchase Agreement [Member] | Ani Pharmaceuticals [Member] | |||||
Revenue recognized from assets sale | $ 2,300,000 | ||||
Consulting Services [Member] | |||||
Revenue recognized from assets sale | 0 | 75,000 | 75,000 | 14,561 | |
Other Sales [Member] | |||||
Revenue recognized from assets sale | $ 0 | $ 0 | $ 0 | $ 16,200 |