Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 20, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56257 | |
Entity Registrant Name | ACCUSTEM SCIENCES, INC. | |
Entity Central Index Key | 0001850767 | |
Entity Tax Identification Number | 87-3774438 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 5 Penn Plaza | |
Entity Address, Address Line Two | 19th Floor | |
Entity Address, City or Town | #1954 New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10001 | |
City Area Code | 00 44 | |
Local Phone Number | 2074952379 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | ACUT | |
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 | 11,337,102 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 3,244,600 | |
Related party receivable | 1,353,373 | |
Total Current Assets | 3,244,600 | 1,353,373 |
Equipment, net | 7,526 | |
TOTAL ASSETS | 3,252,126 | 1,353,373 |
Current Liabilities | ||
Account payable | 378,970 | 388,681 |
Related party payable | 73,699 | 190,838 |
Accrued expenses | 108,440 | 123,181 |
Total Current Liabilities | 561,109 | 702,700 |
TOTAL LIABILITIES | 561,109 | 702,700 |
Commitments and Contingencies | ||
Stockholders’ Equity | ||
Preferred stock $.001 par value; 10,000,000 shares authorized; none issued and outstanding | ||
Common stock $.001 par value; 150,000,000 shares authorized; 11,337,102 and 9,999,132 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 11,337 | 9,999 |
Additional paid-in capital | 4,195,076 | 1,503,434 |
Related party subscription receivable | (204,879) | |
Accumulated other comprehensive income | 66,981 | |
Accumulated deficit | (1,515,396) | (724,862) |
TOTAL STOCKHOLDERS’ EQUITY | 2,691,017 | 650,673 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 3,252,126 | $ 1,353,373 |
Condensed Consolidated Balan_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 11,337,102 | 9,999,132 |
Common stock, shares outstanding | 11,337,102 | 9,999,132 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
OPERATING EXPENSES | ||
Research and development expenses | $ 21,143 | $ 2,650 |
General and administrative expenses | 769,391 | 11,223 |
Total operating expenses | 790,534 | 13,873 |
LOSS FROM OPERATIONS | (790,534) | (13,873) |
LOSS, BEFORE TAX | (790,534) | (13,873) |
Income tax benefit (expense) | ||
NET LOSS | $ (790,534) | $ (13,873) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.08) | $ 0 |
Weighted average common shares outstanding used in computing net loss per share attributable to common stockholders, basic and diluted | 10,028,865 | 9,999,132 |
Translation adjustments | $ 16,687 | |
COMPREHENSIVE (LOSS) INCOME | $ (790,534) | $ 2,814 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 9,999 | $ 1,482,174 | $ (206,663) | $ 78,534 | $ (54,248) | $ 1,309,796 |
Beginning balance, shares at Dec. 31, 2020 | 9,999,132 | |||||
Foreign currency translation adjustment | (2,272) | 16,687 | 14,415 | |||
Net loss | (13,873) | (13,873) | ||||
Ending balance, value at Mar. 31, 2021 | $ 9,999 | 1,482,174 | (208,935) | 95,221 | (68,121) | 1,310,338 |
Ending balance, shares at Mar. 31, 2021 | 9,999,132 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 9,999 | 1,503,434 | (204,879) | 66,981 | (724,862) | 650,673 |
Beginning balance, shares at Dec. 31, 2021 | 9,999,132 | |||||
Foreign currency translation adjustment | (66,981) | (66,981) | ||||
Net loss | (790,534) | (790,534) | ||||
Share-based compensation | 17,040 | 17,040 | ||||
Issuance of common stock | $ 1,338 | 2,674,602 | 2,675,940 | |||
Issuance of common stock, shares | 1,337,970 | |||||
Receipt of subscription receivable | 204,879 | 204,879 | ||||
Ending balance, value at Mar. 31, 2022 | $ 11,337 | $ 4,195,076 | $ (1,515,396) | $ 2,691,017 | ||
Ending balance, shares at Mar. 31, 2022 | 11,337,102 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (790,534) | $ (13,873) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 677 | |
Shared-based compensation | 17,040 | |
Foreign currency translation | (66,981) | |
Changes in assets and liabilities: | ||
Related party receivable | 1,353,373 | |
Accounts payable | (9,711) | 6,999 |
Related party payable | (117,139) | 6,874 |
Accrued expenses | (14,741) | |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 371,984 | |
CASH FLOWS USED FROM INVESTING ACTIVITIES | ||
Purchase of equipment | (8,203) | |
NET CASH USED IN INVESTING ACTIVITIES | (8,203) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from the issuance of common stock | 2,675,940 | |
Proceeds from receipt of subscription receivable | 204,879 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,880,819 | |
NET CHANGE IN CASH | 3,244,600 | |
CASH, BEGINNING OF PERIOD | ||
CASH, END OF PERIOD | $ 3,244,600 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS AccuStem Sciences Inc. and its subsidiary (“the Company”) was incorporated on July 28, 2021, in Delaware, United States. The Company is an early-stage life sciences company committed to developing and commercializing novel products for the treatment and management of many cancers. The principal activities of the Company are that of a genomics-based personalized medicine business, particularly focused on breast cancer patients. The consolidated position of the Company is a result of the demerger of the legal entity StemPrintER Sciences Limited (“StemPrintER”) from Tiziana Life Sciences plc (“Tiziana”) by AccuStem Sciences Limited (“Limited”) on October 30, 2020. Limited was incorporated on June 5, 2020. On March 12, 2021 and further amended on May 7, 2021 and June 1, 2021, Limited filed a registration statement on Form 20-F with the US Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, to effect the demerger transaction. The registration statement was declared effective on July 1, 2021. The transaction is as detailed in the steps below: In September 2020, Tiziana transferred all the ownership rights and intellectual property relating to StemPrintER along with a commitment to pay $ 1,353,373 3,070,000 On October 5, 2020, Limited entered into an agreement with Tiziana to acquire the outstanding shares of StemPrintER, including the ownership rights and intellectual property relating to the StemPrintER project, the SPARE project and cash receivable of $ 1,353,373 9,520,069 0.001 479,063 0.001 204,879 On November 1, 2021, Limited announced its intention to put in place a new parent company (formerly AccuStem Sciences Limited and subsidiary), being AccuStem Sciences, Inc., a Delaware-incorporated company, pursuant to a Scheme of Arrangement under United Kingdom “UK” law. Pursuant to Rule 12g-3(a) of the Securities Act of 1934, on December 1, 2021 (“Effective Date”), Limited completed the Company’s redomiciliation from the UK to Delaware, United States. In connection with the completion of the redomiciliation, the Company acquired all of the issued share capital of Limited in exchange for the issuance of the Company’s common stock and became the successor issuer to Limited. The Company and its subsidiary will conduct the same business and operations after the redomiciliation as Limited had been conducting prior to the redomiciliation and there are no expected changes to the day-to-day operation of the business of the Company or its strategy. Due to the entities being under common control, the acquisition was accounted for based on existing carrying amounts. The consolidated financial statements for periods prior to the redomiciliation are the consolidated statements of Limited as the predecessor to the Company for accounting and reporting purposes. On December 30, 2021, the Company and the Board approved for the dissolution of Limited, effective December 30, 2021. Limited’s wholly owned subsidiary, StemPrintER Sciences Limited, common shares was transferred to AccuStem Sciences, Inc. On the effective date of the redomiciliation, the Company also completed a 20:1 share consolidation and the number of outstanding common shares was reduced from 199,988,724 to 9,999,132 of common stock (subject to adjustment as applicable due to the rounding of fractional shares). Therefore, (i) every 20 ordinary shares, £0.01 par value per share, of Limited (the “Limited Ordinary Shares”) were exchanged for one share of common stock, $0.001 par value per share, of the Company (the “Company Common Stock”) and (ii) every 10 AccuStem American Depository Shares (“ADS”) representing two Limited Ordinary Shares were exchanged for one share of the Company’s Common Stock, which resulted in the Company becoming the holding company of Limited. Also, every 20 options held by a Limited holder converted and received one option to purchase a common share of the Company as further described in Note 6. ACCUSTEM SCIENCES INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) All share and per share amounts in these consolidated financial statements and related notes for periods prior to the redomiciliation have been retroactively adjusted to reflect the effect of the 20:1 exchange ratio. Shares of Limited’s common stock issued in connection trade over-the-counter market under the ticker symbol “ACMSY”. On March 23, 2022 the Company’s common stock shares began trading within the OTC Markets under the ticker symbol “ACUT”. Impact of the COVID-19 Pandemic In early 2020, an outbreak of the novel strain of coronavirus (COVID-19) emerged globally. As a result, there have been mandates from federal, state and local authorities resulting in an overall decline in economic activity. There have been no material impacts from COVID-19 on the Company’s operations for the three months ended March 31, 2022 and 2021. However, it is possible that the pandemic will continue to significantly impact economies worldwide, which could result in adverse effects on the Company’s operations. The extent of the impact of COVID-19 on operations, liquidity, financial condition, and results of operations remain uncertain at this time. Liquidity and Going Concern The condensed consolidated financial statements have been prepared on the going concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business. The Company has financed its activities principally from support from a related party. The Company has incurred a net loss in every fiscal period since inception. For the three months ended March 31, 2022, the Company incurred a net loss of $ 790,534 1,515,396 Management believes that the Company does not have sufficient cash and current assets to support its operations through at least 12 months from the issuance date of these condensed consolidated financial statements, and will require significant additional cash resources to continue its planned research and development activities. The Company will need additional funds for promoting new products and working capital required to support research and development activities and generate sales from its products. There can be no assurance, however, that such financing will be available when needed, if at all, or on favorable terms and conditions. The precise amount and timing of the funding needs cannot be determined accurately at this time, and will depend on a number of factors, including the quality of product development efforts, management of working capital, and the continuation of normal payment terms and conditions for purchase of services. In order to address its capital needs, including its planned research and development activities and other expenditures, the Company is actively pursuing additional equity financing in the form of a private placement. The Company has been in ongoing discussions with institutional investors and other parties with respect to such possible offerings. Adequate financing opportunities might not be available to the Company, when and if needed, on acceptable terms or at all. If the Company is unable to obtain additional financing in sufficient amounts or on acceptable terms or if the Company fails to consummate the private placement or a public offering, the Company will be forced to delay, reduce or eliminate some or all of its research and development programs and product portfolio expansion, which could adversely affect its operating results or business prospects. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding in terms acceptable to the Company to fund continuing operations, if at all. After considering the uncertainties, management determined it is appropriate to continue to adopt the going concern basis in preparing the condensed consolidated financial statements. ACCUSTEM SCIENCES INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies applied in the preparation of these condensed consolidated financial statements are set out below. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in United States of America (“GAAP”) and are in U.S. dollars. Unless otherwise indicated, all references to “$” are to U.S. dollars, and all references to “£” or “GBP” are to Great Britain Pounds. The Company’s reporting currency is U.S. dollars. Basis of Consolidation The accompanying condensed consolidated financial statements include the accounts of AccuStem Sciences Inc. as well as its wholly-owned subsidiary. The Company consolidates all entities over which the Company has the power to govern the financial and operating policies and therefore exercises control, and upon which the Company has a controlling financial interest. The existence and effect of both current voting rights and potential voting rights that are currently exercisable or convertible are considered when assessing whether control of an entity is exercised. The subsidiary is consolidated from the date at which the Company obtains control and are de-consolidated from the date at which control ceases. Inter-company transactions and balances between companies are eliminated upon consolidation. Accounting policies of the subsidiary has been changed where necessary to ensure consistency with the policies adopted by the Company. Prior to the redomiciliation, Limited reported its consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”). Following the redomiciliation, the Company transitioned to GAAP and applied GAAP retrospectively for all prior periods presented. In the opinion of management, all necessary adjustments (consisting of normal recurring adjustments, intercompany adjustments, reclassifications and non-recurring adjustments) have been recorded to present fairly our financial position as of March 31, 2022 and December 31, 2021, and the results of operations, and cash flows for the periods ended March 31, 2022 and 2021. The Company and its subsidiary have historically been under common control. The redomiciliation and related internal reorganization was accounted for consistent with a reorganization of entities under common control in accordance with ASC 805 - Business Combinations Comprehensive (Loss) Income Comprehensive income (loss) of all periods presented is comprised primarily of net loss and foreign currency translation adjustments. ACCUSTEM SCIENCES INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Use of Estimates The preparation of financial statements in conformity with GAAP requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Risk and Uncertainties The Company is subject to a number of risks similar to those of other companies of similar size in its industry, including but not limited to, the success of its exploration to research and development activities, need for additional capital (or financing) to fund operating losses, competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, dependence on key individuals, and risks associated with changes in information technology. Cash The Company considers all highly liquid investments purchased with an original maturity date of three months or less at the date of purchase and money market accounts to be cash equivalents. At March 31, 2022 and December 31, 2021, the Company had no Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant contribution of credit risk consist of cash. Periodically, the Company maintains deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality and the Company has not experienced any losses in these deposits. Equipment, net Equipment is stated at cost, less accumulated depreciation. The Company depreciates its equipment for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. The Equipment consists of computer equipment, which has a useful life of 3 years . Maintenance and repairs are expensed when incurred. Additions and improvements that extend the economic useful life of the asset are capitalized and depreciated over the remaining useful lives of the assets. The cost and accumulated depreciation of assets sold or retired are removed from the respective accounts, and any resulting gain or loss is reflected in current earnings. Share-based Compensation The Company may award stock options, performance-based options and other equity-based instruments to its employees, directors and consultants. Compensation cost related to equity-based instruments is based on the fair value of the instrument on the grant date, and is recognized over the requisite service period on a straight-line basis over the vesting period except for performance-based options. Performance-based stock options vest based on the achievement of performance targets. Compensation costs associated with performance-based option awards are recognized over the requisite service period based on probability of achievement. Performance-based stock options require management to make assumptions regarding the likelihood of achieving performance targets. The Company estimates the fair value of service based and performance-based stock option awards, including modifications of stock option awards, using the Black-Scholes option pricing model. This model derives the fair value of stock options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate and dividend yield. Recently Issued and Adopted Accounting Standards The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. ACCUSTEM SCIENCES INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The JOBS Act does not preclude an emerging growth company from early adopting new or revised accounting standards. As described below, the Company has early adopted certain accounting pronouncements before the due date for emerging growth companies. The Company expects to use the extended transition period for any other new or revised accounting standards during the period for which the Company remains an emerging growth company. The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”). ASUs not discussed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options Derivatives and Hedging— Contracts in Entity’s Own Equity In May 2021, the FASB issued ASU 2021-04, “ Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity Classified Written Call Options |
ACQUISITION OF STEMPRINTER SCIE
ACQUISITION OF STEMPRINTER SCIENCES LIMITED AND EQUITY RAISE | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION OF STEMPRINTER SCIENCES LIMITED AND EQUITY RAISE | 3. ACQUISITION OF STEMPRINTER SCIENCES LIMITED AND EQUITY RAISE The consolidated position of the Company is a result of the demerger of StemPrintER from Tiziana on October 30, 2020. On October 5, 2020, Limited entered into an agreement with Tiziana to acquire its subsidiary StemPrintER, including the ownership rights and intellectual property relating to the StemPrintER project, the SPARE project and cash receivable of $ 1,353,373 1,000,000 9,999,192 9,520,069 0.001 479,063 0.001 204,879 Business Combinations Research and Development Business Combinations ACCUSTEM SCIENCES INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The transfer of all the ownership rights and intellectual property was treated as an asset transfer. The treatment as a separate asset acquisition at this stage reflected the fact that, immediately prior to transfer, Tiziana carried out only limited maintenance type activity on the StemPrintER project and the concentration of fair value was in the StemPrintER intellectual property asset. In March 2022, per the terms of the supplemental agreement to the demerger agreement, Tiziana invested $ 2,765,940 2,000,000 1,337,970 |
EQUIPMENT
EQUIPMENT | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
EQUIPMENT | 4. EQUIPMENT Equipment consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2022 Computer equipment $ 8,203 Less: Accumulated depreciation (677 ) Equipment, net $ 7,526 There was no 677 no |
LICENSE
LICENSE | 3 Months Ended |
Mar. 31, 2022 | |
License | |
LICENSE | 5. LICENSE On June 24, 2014, Tiziana entered into an exclusive license agreement with IEO/University of Milan, pursuant to which it obtained a worldwide, royalty-bearing, exclusive license under certain patents and a worldwide, royalty-bearing, non-exclusive license under certain know-how, respectively, of IEO/University of Milan to develop and commercialize licensed products in connection with a multi-gene prognostic tool. This license was assigned to the Company pursuant to the terms of the acquisition of StemprintER as noted in Note 3. The license provides for full control and authority over the research, development and commercialization of licensed products and are required to use commercially reasonable efforts in connection with the development and commercialization of the licensed products. ACCUSTEM SCIENCES INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) For the term of the license, the following milestone payments are required to be made (converted from EUROS to USD using exchange rate of €1:$1.10815) ● € 50,000 55,408 ● € 100,000 110,815 ● € 150,000 166,223 Tiziana was also required, as licensee prior to the assignment to us of the License, to fund € 50,000 55,408 For the three months ended March 31, 2022 and 2021, the Company did not recognize any expense related to this license agreement. |
LOSS PER SHARE
LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | 6. LOSS PER SHARE Basic and diluted net loss per common share were the same since the inclusion of common shares issuable pursuant to the exercise of options in the calculation of diluted net loss per common shares would have been antidilutive. For the three months ended March 31, 2022 and 2021, loss per share of the Company are as follows: SCHEDULE OF LOSS PER SHARE 2022 2021 For the Three Months Ended March 31, 2022 2021 Numerator: Net Loss $ (790,534 ) $ (13,873 ) Net loss attributable to common shareholders $ (790,534 ) $ (13,873 ) Denominator: Weighted-average common shares outstanding, basic and diluted 10,028,865 9,999,132 Net loss per common share, basic and diluted $ (0.08 ) $ 0.00 The Company’s potentially dilutive securities, which include stock options and warrants, have been excluded from the computation of diluted net loss per common share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common shareholders is the same. The Company excluded the following from the computation of diluted net loss per share attributable to common stockholders for the three months ended March 31, 2022 and 2021 because including them would have had an anti-dilutive effect. ACCUSTEM SCIENCES INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE For the Three Months Ended March 31, 2022 2021 Stock options to purchase common stock outstanding 119,239 — Total 119,239 — |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | 7. SHARE-BASED COMPENSATION In August 2021, Limited adopted the 2021 Omnibus Equity Incentive Plan (the “Incentive Plan”). The Incentive Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and Other Share-Based Awards to selected employees, directors, and independent contractors of the Company. Each Award shall be exercisable at such time or times and subject to such terms and conditions set forth in the Incentive Plan, as shall be determined by the administrator in the applicable award agreement. Total shares authorized by the plan was 2,500,000 Awards under the Incentive Plan are exercisable for up to 10 1,092,756 Options On December 1, 2021 (the “Effective Date”), Limited completed the Company’s redomiciliation from the United Kingdom to Delaware (see Note 1). As of the Effective Date, the option instruments to purchase Limited Ordinary Shares granted by Limited (the “Old Options”) were exchanged automatically in consideration of the grant of new options by New AccuStem which, in the opinion of the board of directors of Limited, are equivalent to the Old Options, but relate to the New AccuStem Common Stock. As of the Effective Date, New AccuStem assumed Limited’s obligations under its 2021 Incentive Plan and other arrangements under which incentives in relation to Limited Ordinary Shares were agreed with before the effective date of the redomiciliation and the Company replaced all equity awards granted under the Limited Plan with equivalent equity awards for New AccuStem Common Stock. Also, as of the Effective Date, New AccuStem’s 2021 Equity Incentive Plan (the “2021 Plan”), became effective. Any employee, director or consultant of New AccuStem or any of its subsidiary is eligible to participate in the 2021 Plan. As a result of the redomiciliation an aggregate of 100,005 0.42 In addition, the Company issued 1,307,239 The options granted have an exercise price ranging from $ 1.06 2.13 There were no ACCUSTEM SCIENCES INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) For the three months ended March 31, 2022, stock option activity for time-based options of the Company are as follows: SCHEDULE OF STOCK OPTION ACTIVITY Number of Time-Based Share Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2022 100,005 $ 0.42 9.72 $ — Issued 363,239 2.07 9.93 Exercised — — — Expired/Forfeited — — — Outstanding at March 31, 2022 463,239 $ 1.72 9.80 $ 110,503 Vested and exercisable March 31, 2022 119,239 $ 0.52 9.42 $ 110,503 For the three months ended March 31, 2022, stock option activity for performance-based options of the Company are as follows: SCHEDULE OF STOCK OPTION ACTIVITY Number of Performance- Based Share Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2022 — $ — — $ — Issued 944,000 1.45 9.86 Exercised — — — Expired/Forfeited — — — Outstanding at March 31, 2022 944,000 $ 1.45 9.86 $ 234,000 Vested and exercisable March 31, 2022 — — — — The aggregate intrinsic value is calculated as the difference between the estimated fair value of the underlying common stock as of March 31, 2022 and the option exercise price. Total share-based compensation expense recognized during the three months ended March 31, 2022 for options was $ 17,040 no The weighted average grant date fair value for stock options granted during the three months ended March 31, 2022 is $ 0.76 . The performance-based and time-based stock options are equity-classified. The Company uses the Black-Scholes option pricing model to estimate the fair value of the option awards with the following assumptions for the three months ended March 31, 2022: ACCUSTEM SCIENCES INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SCHEDULE OF STOCK VALUATION ASSUMPTIONS For the Three Months Ended March 31, 2022 Risk-free interest rate 1.54 2.34 % Expected dividend yield — % Expected term 5.00 – 8.50 years Expected volatility 57.2 65.7 % The risk-free interest rate assumption is determined using the yield currently available on U.S. Treasury zero- coupon issues with a remaining term commensurate with the expected term of the award. The Company has historically been a private company and lacks company-specific historical and implied volatility information. Management has estimated expected volatility based on similar public companies. Expected life of the option represents the period of time options are expected to be outstanding. The estimate for dividend yield is 0 % because the Company has not historically paid, and does not intend to pay, a dividend on common stock in the foreseeable future. As March 31, 2022 , there was $ 980,369 287,030 3.8 693,338 Warrants In March 2022, the Company issued 350,000 common stock warrants to a non-employee under the Incentive Plan. The common stock warrants are subject to vesting and, grantees become fully vested and exercisable when certain performance requirements are met. The common stock warrants granted have an exercise price of $ 1.06 no A summary of the Company’s warrants to purchase common stock activity is as follows: SCHEDULE OF WARRANTS OUTSTANDING Number of shares Weighted Average Exercise Price Weighted average remaining contractual life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2022 — $ — — $ — Issued 350,000 1.06 9.82 Exercised — — — Expired/Forfeited — — — Outstanding at March 31, 2022 350,000 $ 1.06 9.82 $ 136,500 Vested and exercisable March 31, 2022 — — — — ACCUSTEM SCIENCES INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The grant date fair value for these warrants of $ 0.66 per warrant for a total fair value of $ 232,490 . The grant date fair value was determined using the Black-Scholes option pricing model. The following assumptions were used in estimating the fair value of the common stock warrants for the three months ended March 31, 2022: SCHEDULE OF STOCK VALUATION ASSUMPTIONS For the Three Months Ended March 31, 2022 Risk-free interest rate 1.75 % Expected dividend yield — % Expected term 8.50 years Expected volatility 63.9 % There was no As of March 31, 2022, there was $ 232,490 of total performance-based unrecognized compensation costs related to unvested common stock warrants. These costs are expected to be recognized once the performance condition has occurred or becomes probable. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 8. RELATED PARTY TRANSACTIONS Tiziana is a related party as it is under common control. The Company and Tiziana share directors, officers and significant shareholders. The Company has also been formed due to an acquisition of a subsidiary company from Tiziana, see Notes 1 and 3 for further details. As of March 31, 2022, Tiziana owns approximately 11.8 As of March 31, 2022 and December 31, 2021, $ 0 1,558,252 respectively, was due from Tiziana in relation to the demerger and supplemental demerger of Limited and StemPrintER as further discussed in Notes 1 and 3, which consists of the related party receivable and related party subscription receivable on the condensed consolidated balance sheet. Effective with the demerger agreement, the Company entered into a shared services agreement, where the Company outsources certain limited management and administrative services. The Company notes that the fees consist of payroll costs associated with time spent providing services for the Company and are based on actual time spent and the allocated payroll costs. In addition, the Company is charged, at cost, for utilization of certain office space. There was no mark-up associated with fees charged for these services. For the three months ended March 31, 2022 and 2021, the Company has incurred approximately $ 3,318 4,426 As of March 31, 2022 and December 31, 2021, $ 57,199 and $ 190,838 respectively, was also due to Tiziana, as Tiziana had paid for expenses on behalf of the Company. In January 2022, the Company and Gabriele Cerrone, who is the Chairman of the Board of Directors and the largest shareholder, entered into an agreement in which he will provide consulting services to the Company for a monthly fee of $ 5,500 16,500 ACCUSTEM SCIENCES INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 9. INCOME TAXES The Company recorded no provision or benefit for income tax expense for the three months ended March 31, 2022. For all periods presented, the pretax losses incurred by the Company received no corresponding tax benefit because the Company concluded that it is more likely than not that the Company will be unable to realize the value of any resulting deferred tax assets. The Company will continue to assess its position in future periods to determine if it is appropriate to reduce a portion of its valuation allowance in the future. On March 27, 2020, Congress enacted the CARES Act to provide certain relief as a result of the COVID-19 pandemic. The CARES Act, among other things, includes provisions relating to net operating loss carryback periods, alternative minimum tax credit refunds, and modification to the net interest deduction limitations. The CARES Act did not have a material impact on the Company’s consolidated financial statements for the three months ended March 31, 2022. The Company continues to monitor any effects on its financial statements that may result from the CARES Act. The Company has no open tax audits with any taxing authority as of March 31, 2022. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company is involved from time to time in various claims, proceedings, and litigation. The Company establishes reserves for specific legal proceedings when it determines that the likelihood of an unfavorable outcome is probable, and the amount of loss can be reasonably estimated. Management has not identified any legal matters where it believes an unfavorable outcome is reasonably possible and/or for which an estimate of possible losses can be made. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS The Company was listed on the over-the-counter market exchange (“OTCQB”) on April 14, 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in United States of America (“GAAP”) and are in U.S. dollars. Unless otherwise indicated, all references to “$” are to U.S. dollars, and all references to “£” or “GBP” are to Great Britain Pounds. The Company’s reporting currency is U.S. dollars. |
Basis of Consolidation | Basis of Consolidation The accompanying condensed consolidated financial statements include the accounts of AccuStem Sciences Inc. as well as its wholly-owned subsidiary. The Company consolidates all entities over which the Company has the power to govern the financial and operating policies and therefore exercises control, and upon which the Company has a controlling financial interest. The existence and effect of both current voting rights and potential voting rights that are currently exercisable or convertible are considered when assessing whether control of an entity is exercised. The subsidiary is consolidated from the date at which the Company obtains control and are de-consolidated from the date at which control ceases. Inter-company transactions and balances between companies are eliminated upon consolidation. Accounting policies of the subsidiary has been changed where necessary to ensure consistency with the policies adopted by the Company. Prior to the redomiciliation, Limited reported its consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”). Following the redomiciliation, the Company transitioned to GAAP and applied GAAP retrospectively for all prior periods presented. In the opinion of management, all necessary adjustments (consisting of normal recurring adjustments, intercompany adjustments, reclassifications and non-recurring adjustments) have been recorded to present fairly our financial position as of March 31, 2022 and December 31, 2021, and the results of operations, and cash flows for the periods ended March 31, 2022 and 2021. The Company and its subsidiary have historically been under common control. The redomiciliation and related internal reorganization was accounted for consistent with a reorganization of entities under common control in accordance with ASC 805 - Business Combinations |
Comprehensive (Loss) Income | Comprehensive (Loss) Income Comprehensive income (loss) of all periods presented is comprised primarily of net loss and foreign currency translation adjustments. ACCUSTEM SCIENCES INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. |
Risk and Uncertainties | Risk and Uncertainties The Company is subject to a number of risks similar to those of other companies of similar size in its industry, including but not limited to, the success of its exploration to research and development activities, need for additional capital (or financing) to fund operating losses, competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, dependence on key individuals, and risks associated with changes in information technology. |
Cash | Cash The Company considers all highly liquid investments purchased with an original maturity date of three months or less at the date of purchase and money market accounts to be cash equivalents. At March 31, 2022 and December 31, 2021, the Company had no |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant contribution of credit risk consist of cash. Periodically, the Company maintains deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality and the Company has not experienced any losses in these deposits. |
Equipment, net | Equipment, net Equipment is stated at cost, less accumulated depreciation. The Company depreciates its equipment for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. The Equipment consists of computer equipment, which has a useful life of 3 years . Maintenance and repairs are expensed when incurred. Additions and improvements that extend the economic useful life of the asset are capitalized and depreciated over the remaining useful lives of the assets. The cost and accumulated depreciation of assets sold or retired are removed from the respective accounts, and any resulting gain or loss is reflected in current earnings. |
Share-based Compensation | Share-based Compensation The Company may award stock options, performance-based options and other equity-based instruments to its employees, directors and consultants. Compensation cost related to equity-based instruments is based on the fair value of the instrument on the grant date, and is recognized over the requisite service period on a straight-line basis over the vesting period except for performance-based options. Performance-based stock options vest based on the achievement of performance targets. Compensation costs associated with performance-based option awards are recognized over the requisite service period based on probability of achievement. Performance-based stock options require management to make assumptions regarding the likelihood of achieving performance targets. The Company estimates the fair value of service based and performance-based stock option awards, including modifications of stock option awards, using the Black-Scholes option pricing model. This model derives the fair value of stock options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate and dividend yield. |
Recently Issued and Adopted Accounting Standards | Recently Issued and Adopted Accounting Standards The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. ACCUSTEM SCIENCES INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The JOBS Act does not preclude an emerging growth company from early adopting new or revised accounting standards. As described below, the Company has early adopted certain accounting pronouncements before the due date for emerging growth companies. The Company expects to use the extended transition period for any other new or revised accounting standards during the period for which the Company remains an emerging growth company. The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”). ASUs not discussed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options Derivatives and Hedging— Contracts in Entity’s Own Equity In May 2021, the FASB issued ASU 2021-04, “ Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity Classified Written Call Options |
EQUIPMENT (Tables)
EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Equipment consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2022 Computer equipment $ 8,203 Less: Accumulated depreciation (677 ) Equipment, net $ 7,526 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF LOSS PER SHARE | For the three months ended March 31, 2022 and 2021, loss per share of the Company are as follows: SCHEDULE OF LOSS PER SHARE 2022 2021 For the Three Months Ended March 31, 2022 2021 Numerator: Net Loss $ (790,534 ) $ (13,873 ) Net loss attributable to common shareholders $ (790,534 ) $ (13,873 ) Denominator: Weighted-average common shares outstanding, basic and diluted 10,028,865 9,999,132 Net loss per common share, basic and diluted $ (0.08 ) $ 0.00 |
SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE | The Company excluded the following from the computation of diluted net loss per share attributable to common stockholders for the three months ended March 31, 2022 and 2021 because including them would have had an anti-dilutive effect. ACCUSTEM SCIENCES INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE For the Three Months Ended March 31, 2022 2021 Stock options to purchase common stock outstanding 119,239 — Total 119,239 — |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF STOCK VALUATION ASSUMPTIONS | SCHEDULE OF STOCK VALUATION ASSUMPTIONS For the Three Months Ended March 31, 2022 Risk-free interest rate 1.54 2.34 % Expected dividend yield — % Expected term 5.00 – 8.50 years Expected volatility 57.2 65.7 % |
SCHEDULE OF WARRANTS OUTSTANDING | A summary of the Company’s warrants to purchase common stock activity is as follows: SCHEDULE OF WARRANTS OUTSTANDING Number of shares Weighted Average Exercise Price Weighted average remaining contractual life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2022 — $ — — $ — Issued 350,000 1.06 9.82 Exercised — — — Expired/Forfeited — — — Outstanding at March 31, 2022 350,000 $ 1.06 9.82 $ 136,500 Vested and exercisable March 31, 2022 — — — — |
Warrant [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF STOCK VALUATION ASSUMPTIONS | SCHEDULE OF STOCK VALUATION ASSUMPTIONS For the Three Months Ended March 31, 2022 Risk-free interest rate 1.75 % Expected dividend yield — % Expected term 8.50 years Expected volatility 63.9 % |
Time-based Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF STOCK OPTION ACTIVITY | For the three months ended March 31, 2022, stock option activity for time-based options of the Company are as follows: SCHEDULE OF STOCK OPTION ACTIVITY Number of Time-Based Share Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2022 100,005 $ 0.42 9.72 $ — Issued 363,239 2.07 9.93 Exercised — — — Expired/Forfeited — — — Outstanding at March 31, 2022 463,239 $ 1.72 9.80 $ 110,503 Vested and exercisable March 31, 2022 119,239 $ 0.52 9.42 $ 110,503 |
Perforamance Based Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF STOCK OPTION ACTIVITY | For the three months ended March 31, 2022, stock option activity for performance-based options of the Company are as follows: SCHEDULE OF STOCK OPTION ACTIVITY Number of Performance- Based Share Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2022 — $ — — $ — Issued 944,000 1.45 9.86 Exercised — — — Expired/Forfeited — — — Outstanding at March 31, 2022 944,000 $ 1.45 9.86 $ 234,000 Vested and exercisable March 31, 2022 — — — — |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) | Oct. 30, 2020USD ($)$ / sharesshares | Oct. 05, 2020USD ($)$ / sharesshares | Oct. 05, 2020GBP (£)shares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | May 30, 2020shares |
Property, Plant and Equipment [Line Items] | ||||||||
Ordinary shares issued | 9,999,192 | 9,999,192 | ||||||
Par value of ordinary shares | $ / shares | $ 0.001 | $ 0.001 | ||||||
Consideration on shares issued | $ | $ 2,675,940 | |||||||
Common Stock, Shares, Outstanding | 11,337,102 | 9,999,132 | ||||||
Net loss | $ | $ 790,534 | $ 13,873 | ||||||
Accumulated deficit | $ | $ 1,515,396 | $ 724,862 | ||||||
Maximum [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Common Stock, Shares, Outstanding | 199,988,724 | |||||||
Minimum [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Common Stock, Shares, Outstanding | 9,999,132 | |||||||
Stemprinter [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Commitment payment in cash | $ | $ 1,353,373 | |||||||
Number of shares in subsidiary | 3,070,000 | |||||||
Ordinary shares issued | 479,063 | |||||||
Par value of ordinary shares | $ / shares | $ 0.001 | |||||||
Stemprinter [Member] | Options Held [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Consideration on shares issued | $ | $ 204,879 | |||||||
Tiziana Life Sciences [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Proceeds from receivables | $ 1,353,373 | £ 1,000,000 | ||||||
Ordinary shares issued | 9,520,069 | 9,520,069 | ||||||
Par value of ordinary shares | $ / shares | $ 0.001 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years |
ACQUISITION OF STEMPRINTER SC_2
ACQUISITION OF STEMPRINTER SCIENCES LIMITED AND EQUITY RAISE (Details Narrative) | Oct. 30, 2020USD ($)$ / sharesshares | Oct. 05, 2020USD ($)$ / sharesshares | Oct. 05, 2020GBP (£)shares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2022GBP (£)shares | Mar. 31, 2022USD ($)$ / shares | Dec. 31, 2021$ / shares |
Stock Issued During Period, Shares, New Issues | 9,999,192 | 9,999,192 | |||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Stock Issued During Period, Value, New Issues | $ | $ 2,675,940 | ||||||
Investment | $ 2,765,940 | £ 2,000,000 | |||||
Additional common shares | 1,337,970 | 1,337,970 | |||||
Tiziana Life Sciences [Member] | |||||||
Proceeds from receivables | $ 1,353,373 | £ 1,000,000 | |||||
Stock Issued During Period, Shares, New Issues | 9,520,069 | 9,520,069 | |||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | ||||||
Stemprinter [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 479,063 | ||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | ||||||
Stemprinter [Member] | Options Held [Member] | |||||||
Stock Issued During Period, Value, New Issues | $ | $ 204,879 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Computer equipment | $ 8,203 | |
Less: Accumulated depreciation | (677) | |
Equipment, net | $ 7,526 |
EQUIPMENT (Details Narrative)
EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Property and equipment, net | $ 7,526 | ||
Depreciation expense | $ 677 |
LICENSE (Details Narrative)
LICENSE (Details Narrative) - 3 months ended Mar. 31, 2022 | USD ($) | GBP (£) |
Licensee fund | $ 55,408 | £ 50,000 |
License [Member] | ||
Milestone payment | 55,408 | 50,000 |
Licensed Product [Member] | ||
Milestone payment | 110,815 | 100,000 |
US Market Approval [Member] | ||
Milestone payment | $ 166,223 | £ 150,000 |
SCHEDULE OF LOSS PER SHARE (Det
SCHEDULE OF LOSS PER SHARE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net Loss | $ (790,534) | $ (13,873) |
Net loss attributable to common shareholders | $ (790,534) | $ (13,873) |
Weighted-average common shares outstanding, basic and diluted | 10,028,865 | 9,999,132 |
Net loss per common share, basic and diluted | $ (0.08) | $ 0 |
SCHEDULE OF COMPUTATION OF DILU
SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 119,239 | |
Stock Options To Purchase Common Stock Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 119,239 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Options, Issued | 0 | 100,005 | |
Weighted Average Exercise Price, Issued | $ 0.42 | ||
Time-based Options [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Options, Beginning Balance | 100,005 | ||
Weighted Average Exercise Price, Beginning | $ 0.42 | ||
Weighted average remaining contractual life(in years) | 9 years 8 months 19 days | 9 years 9 months 18 days | |
Aggregate Intrinsic Value Beginning | |||
Number of Options, Issued | 363,239 | ||
Weighted Average Exercise Price, Issued | $ 2.07 | ||
Weighted average remaining contractual life(in years), Exercised | 9 years 11 months 4 days | ||
Number of Options, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Number of Options, Exercised/Forfeited | |||
Weighted Average Exercise Price, Expired/Forfeited | |||
Number of Options, Ending Balance | 463,239 | 100,005 | |
Weighted Average Exercise Price, Ending | $ 1.72 | $ 0.42 | |
Aggregate Intrinsic Value Ending | $ 110,503 | ||
Number of Options, Vasted and exercisable | 119,239 | ||
Weighted Average Exercise Price, Vasted and exercisable | $ 0.52 | ||
Weighted average remaining contractual life(in years) Vasted and exercisable | 9 years 5 months 1 day | ||
Aggregate Intrinsic Value, Vasted and exercisable | $ 110,503 | ||
Perforamance Based Options [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Options, Beginning Balance | |||
Weighted Average Exercise Price, Beginning | |||
Weighted average remaining contractual life(in years) | 9 years 10 months 9 days | ||
Aggregate Intrinsic Value Beginning | |||
Number of Options, Issued | 944,000 | ||
Weighted Average Exercise Price, Issued | $ 1.45 | ||
Weighted average remaining contractual life(in years), Exercised | 9 years 10 months 9 days | ||
Number of Options, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Number of Options, Exercised/Forfeited | |||
Weighted Average Exercise Price, Expired/Forfeited | |||
Number of Options, Ending Balance | 944,000 | ||
Weighted Average Exercise Price, Ending | $ 1.45 | ||
Aggregate Intrinsic Value Ending | $ 234,000 | ||
Number of Options, Vasted and exercisable | |||
Weighted Average Exercise Price, Vasted and exercisable | |||
Aggregate Intrinsic Value, Vasted and exercisable |
SCHEDULE OF STOCK VALUATION ASS
SCHEDULE OF STOCK VALUATION ASSUMPTIONS (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Risk free interest rate - minimum | 1.54% |
Risk free interest rate - maximum | 2.34% |
Expected dividend yield | |
Expected volatility - minimum | 57.20% |
Expected volatility - maximum | 65.70% |
Warrant [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected dividend yield | |
Expected term | 8 years 6 months |
Risk-free interest rate | 1.75% |
Expected volatility | 63.90% |
Minimum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term | 5 years |
Maximum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term | 8 years 6 months |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Outstanding Number of Shares, Beginning balance | shares | |
Weighted Average Exercise Price, Beginning | $ / shares | |
Aggregate intrinsic value - beginning | $ | |
Outstanding Number of Shares, Issued | shares | 350,000 |
Weighted Average Exercise Price, Issued | $ / shares | $ 1.06 |
Weighted Average Remaining Contractual Terms, Issued | 9 years 9 months 25 days |
Outstanding Number of Shares, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Outstanding Number of Shares, Expired/Forfeited | shares | |
Weighted Average Exercise Price, Expired/Forfeited | $ / shares | |
Outstanding Number of Shares, Ending balance | shares | 350,000 |
Weighted Average Exercise Price, Ending | $ / shares | $ 1.06 |
Weighted Average Remaining Contractual Terms | 9 years 9 months 25 days |
Aggregate intrinsic value - ending | $ | $ 136,500 |
Outstanding Number of Shares, Vested and exercisable | shares | |
Weighted average exercise price, Vested and exercisable | $ / shares | |
Aggregate intrinsic value - vested | $ |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of options granted | 0 | 100,005 | |
Options grant exercise price | $ 0.42 | ||
Estimated dividend yield | |||
Unrecognized compensation expense | $ 980,369 | ||
Warrant [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation expense | $ 0 | $ 0 | |
Weighted average grant date fair value | $ 0.66 | ||
Estimated dividend yield | |||
Warrant fair value | $ 232,490 | ||
Unrecognized compensation expenses | $ 232,490 | ||
Share-Based Payment Arrangement, Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted average grant date fair value | $ 0.76 | ||
Estimated dividend yield | 0.00% | ||
Time-based Options [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of options granted | 363,239 | ||
Options grant exercise price | $ 2.07 | ||
Unrecognized compensation expense | $ 287,030 | ||
Unrecognized compensation expense, recognized period | 3 years 9 months 18 days | ||
Perforamance Based Options [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of options granted | 944,000 | ||
Options grant exercise price | $ 1.45 | ||
Unrecognized compensation expense | $ 693,338 | ||
General and Administrative Expense [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation expense | $ 17,040 | $ 0 | |
Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options grant exercise price | $ 2.13 | ||
Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options grant exercise price | $ 1.06 | ||
Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares authorized | 2,500,000 | ||
Number of shares available for grant | 1,092,756 | ||
Incentive Plan [Member] | Employees, Directors and Non-employees [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of options granted | 1,307,239 | ||
Incentive Plan [Member] | Non-employee [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of warrant issued | 350,000 | 0 | |
Warrant exercise price | $ 1.06 | ||
Incentive Plan [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Award expiration period | 10 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Due from related parties | $ 1,353,373 | |||
Related party transaction amounts of transaction | $ 3,318 | $ 4,426 | ||
Tiziana [Member] | ||||
Related Party Transaction [Line Items] | ||||
Ownership persentage | 11.80% | |||
Due from related parties | $ 0 | 1,558,252 | ||
Due to related parties | 57,199 | $ 190,838 | ||
Gabriele Cerrone [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from related party debt | $ 5,500 | |||
Due to Affiliate | $ 16,500 |