Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 12, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
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 | 11,337,571 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 1,981,510 | |
Related party receivable | 1,353,373 | |
Prepaid expenses | 390,954 | |
Total Current Assets | 2,372,464 | 1,353,373 |
Equipment, net | 9,492 | |
TOTAL ASSETS | 2,381,956 | 1,353,373 |
Current Liabilities | ||
Accounts payable | 108,961 | 388,681 |
Related party payable | 87,599 | 190,838 |
Accrued expenses | 218,303 | 123,181 |
Note Payable | 316,527 | |
Total Current Liabilities | 731,390 | 702,700 |
TOTAL LIABILITIES | 731,390 | 702,700 |
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; 11,337,571 and 9,999,132 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 11,337 | 9,999 |
Additional paid-in capital | 4,232,851 | 1,503,434 |
Related party subscription receivable | (204,879) | |
Accumulated other comprehensive loss | 66,981 | |
Accumulated deficit | (2,593,622) | (724,862) |
TOTAL STOCKHOLDERS’ EQUITY | 1,650,566 | 650,673 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 2,381,956 | $ 1,353,373 |
Condensed Consolidated Balan_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 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 | 11,337,571 | 9,999,132 |
Common stock, shares outstanding | 11,337,571 | 9,999,132 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
OPERATING EXPENSES | ||||
Research and development expenses | $ 54,396 | $ 30,198 | $ 75,539 | $ 32,815 |
General and administrative expenses | 1,023,830 | 20,339 | 1,793,221 | 31,595 |
Total operating expenses | 1,078,226 | 50,537 | 1,868,760 | 64,410 |
LOSS FROM OPERATIONS | (1,078,226) | (50,537) | (1,868,760) | (64,410) |
LOSS, BEFORE TAX | (1,078,226) | (50,537) | (1,868,760) | (64,410) |
Income tax benefit (expense) | ||||
NET LOSS | $ (1,078,226) | $ (50,537) | $ (1,868,760) | $ (64,410) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.10) | $ (0.01) | $ (0.17) | $ (0.01) |
Weighted average common shares outstanding used in computing net loss per share attributable to common stockholders, basic and diluted | 11,337,107 | 9,999,132 | 10,682,986 | 9,999,132 |
Translation adjustments | $ 399 | $ 17,081 | ||
COMPREHENSIVE LOSS | $ (1,078,226) | $ (50,138) | $ (1,868,760) | $ (47,329) |
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 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 | |||||
Net loss | (64,410) | (64,410) | ||||
Foreign currency translation adjustment | (2,265) | 17,086 | 14,821 | |||
Ending balance at Jun. 30, 2021 | $ 9,999 | 1,482,174 | (208,928) | 95,620 | (118,658) | 1,260,207 |
Ending balance, shares at Jun. 30, 2021 | 9,999,132 | |||||
Beginning balance at Mar. 31, 2021 | $ 9,999 | 1,482,174 | (208,935) | 95,221 | (68,121) | 1,310,338 |
Beginning balance, shares at Mar. 31, 2021 | 9,999,132 | |||||
Net loss | (50,537) | (50,537) | ||||
Foreign currency translation adjustment | 7 | 399 | 406 | |||
Ending balance at Jun. 30, 2021 | $ 9,999 | 1,482,174 | (208,928) | 95,620 | (118,658) | 1,260,207 |
Ending balance, shares at Jun. 30, 2021 | 9,999,132 | |||||
Beginning balance 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 | |||||
Share-based compensation | 54,628 | 54,628 | ||||
Exercise of common stock options | 187 | 187 | ||||
Exercise of common stock options, shares | 469 | |||||
Net loss | (1,868,760) | (1,868,760) | ||||
Foreign currency translation adjustment | (66,981) | (66,981) | ||||
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 at Jun. 30, 2022 | $ 11,337 | 4,232,851 | (2,593,622) | 1,650,566 | ||
Ending balance, shares at Jun. 30, 2022 | 11,337,571 | |||||
Beginning balance at Mar. 31, 2022 | $ 11,337 | 4,195,076 | (1,515,396) | 2,691,017 | ||
Beginning balance, shares at Mar. 31, 2022 | 11,337,102 | |||||
Share-based compensation | 37,588 | 37,588 | ||||
Exercise of common stock options | 187 | 187 | ||||
Exercise of common stock options, shares | 469 | |||||
Net loss | (1,078,226) | (1,078,226) | ||||
Ending balance at Jun. 30, 2022 | $ 11,337 | $ 4,232,851 | $ (2,593,622) | $ 1,650,566 | ||
Ending balance, shares at Jun. 30, 2022 | 11,337,571 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Operating Activities | ||
Net loss | $ (1,868,760) | $ (64,410) |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Foreign currency translation | (66,981) | 14,815 |
Depreciation | 1,507 | |
Share-based compensation | 54,628 | |
Change in operating assets and liabilities: | ||
Related party receivable | 1,353,373 | (14,959) |
Prepaid expenses | 48,168 | |
Accounts payable | (279,720) | 51,015 |
Related party payable | (103,239) | 13,075 |
Accrued expenses | 96,278 | 464 |
Net cash used in operating activities | (764,746) | |
Investing Activities | ||
Purchases of equipment | (10,999) | |
Net cash used in investing activities | (10,999) | |
Financing Activities | ||
Proceeds from receipt of subscription receivable | 204,879 | |
Issuance of common stock | 2,676,127 | |
Payments on note payable | (123,751) | |
Net cash provided by financing activities | 2,757,255 | |
Increase in cash | 1,981,510 | |
Cash, beginning of year | ||
Cash, end of year | 1,981,510 | |
Supplemental disclosure of noncash investing and financing activities | ||
Issuance of Note Payable for payment of prepaid expense | 439,122 | |
Supplemental cash flow information | ||
Cash paid for interest | $ 1,503 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
NATURE OF BUSINESS | 1. NATURE OF BUSINESS AccuStem Sciences, Inc. 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 and lung cancer patients. 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 six months ended June 30, 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 six months ended June 30, 2022, the Company incurred a net loss of $ 1,868,760 2,593,622 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 investment and public equity. 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 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 unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on April 18, 2021. 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 condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary after elimination of intercompany transactions and balances. 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. Comprehensive Loss Comprehensive loss of all periods presented is comprised primarily of net loss and foreign currency translation adjustments. 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 June 30, 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 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. Recent Accounting Standards Adopted Accounting Standards None Standards not yet adopted None |
ACQUISITION OF STEMPRINTER SCIE
ACQUISITION OF STEMPRINTER SCIENCES LIMITED AND EQUITY RAISE | 6 Months Ended |
Jun. 30, 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 Sciences Limited (“StemPrintER”) from Tiziana Life Sciences plc (“ October 30, 2020. On October 5, 2020, AccuStem Sciences Limited (“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 9,520,069 0.001 479,063 0.001 204,879 Business Combinations Research and Development Business Combinations 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 |
NOTE PAYABLE
NOTE PAYABLE | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE | 4. NOTE PAYABLE On May 20, 2022, the Company entered into a one-year 439,122 88,000 3.95 35,751 321,760 |
EQUIPMENT
EQUIPMENT | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
EQUIPMENT | 5. EQUIPMENT Equipment consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2022 December 31, 2022 Computer equipment $ 10,999 - Less: Accumulated depreciation 1,507 - Equipment, net $ 9,492 - Depreciation expense was approximately $ 830 0 1,507 0 Depreciation expense is included within General and Administrative expenses in the accompanying Condensed Consolidated Statement of Operations and Comprehensive Loss. |
LICENSE
LICENSE | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
LICENSE | 6. 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. 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 and six months ended June 30, 2022 and 2021, the Company did not recognize any expense related to this license agreement. |
LOSS PER SHARE
LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | 7. 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 and six months ended June 30, 2022 and 2021, loss per share of the Company are as follows: SCHEDULE OF LOSS PER SHARE 2022 2021 2022 2021 Three Months Ended June 30 Six Months Ended June 30 2022 2021 2022 2021 Numerator: Net Loss $ (1,078,226 ) $ (50,537 ) $ (1,868,760 ) $ (64,410 ) Net loss per share attributable to common stockholders $ (1,078,226 ) $ (50,537 ) $ (1,868,760 ) $ (64,410 ) Denominator: Weighted average common shares outstanding, basic and diluted 11,337,107 9,999,132 10,682,986 9,999,132 Net loss per share attributable to common stockholders, basic and diluted $ (0.10 ) $ (0.01 ) $ (0.17 ) $ (0.01 ) 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 and six months ended June 30, 2022 and 2021 because including them would have had an anti-dilutive effect. SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE Three Months Ended June 30 Six Months Ended June 30 2022 2021 2022 2021 Stock options to purchase common stock outstanding 173,517 - 173,517 - Total 173,517 - 173,517 - |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | 8. 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 For the six months ended June 30, 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 9.68 Exercised (469 ) 0.28 — Expired/Forfeited — — — Outstanding at June 30, 2022 462,775 $ 1.69 9.55 $ 21,897 Vested and exercisable June 30, 2022 173,048 $ 0.95 9.32 $ 21,897 For the six months ended June 30, 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 June 30, 2022 944,000 $ 1.45 9.61 $ — Vested and exercisable June 30, 2022 — — — — The aggregate intrinsic value is calculated as the difference between the estimated fair value of the underlying common stock as of June 30, 2022 and the option exercise price. Total share-based compensation was approximately $ 37,588 0 54,629 0 Total share-based compensation expense is included in General and Administrative expenses on the Condensed Consolidated Statement of Operations and Other Comprehensive Income. The weighted average grant date fair value for stock options granted during the three months ended March 31, 2022 is $ 0.76 no The Company uses the Black-Scholes option pricing model to estimate the fair value of the option awards. The table below summarizes the resulting weighted average inputs used to calculate the estimated fair value of options awarded for the six months ended June 30, 2022. SCHEDULE OF STOCK VALUATION ASSUMPTIONS For the Six Months Ended June 30, 2022 Risk-free interest rate 1.54 2.34 % Expected dividend yield — % Expected term 5.00 8.50 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 As of June 30, 2022, there was $ 942,781 249,443 3.6 693,338 Warrants In March 2022, the Company issued 350,000 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 June 30, 2022 350,000 $ 1.06 9.82 $ 136,500 Vested and exercisable June 30, 2022 — — — — The grant date fair value for these warrants of $ 0.66 232,490 SCHEDULE OF STOCK VALUATION ASSUMPTIONS Six Months Ended June 30, 2022 Risk-free interest rate 1.75 % Expected dividend yield — % Expected term 8.50 Expected volatility 63.9 % There was no As of June 30, 2022, there was $ 232,490 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 9. 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. As of June 30, 2022, Tiziana owns approximately 11.8 As of June 30, 2022 and December 31, 2021, $ 0 1,558,252 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 June 30, 2022 and 2021, the Company has incurred approximately $ 22,087 3,154 26,447 6,179 As of June 30, 2022 and December 31, 2021, $ 54,599 190,838 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 33,000 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES 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 six months ended June 30, 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 June 30, 2022. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 11. 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on April 18, 2021. 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 condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary after elimination of intercompany transactions and balances. |
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. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss of all periods presented is comprised primarily of net loss and foreign currency translation adjustments. |
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 June 30, 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 |
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. |
Recent Accounting Standards | Recent Accounting Standards Adopted Accounting Standards None Standards not yet adopted None |
EQUIPMENT (Tables)
EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Equipment consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2022 December 31, 2022 Computer equipment $ 10,999 - Less: Accumulated depreciation 1,507 - Equipment, net $ 9,492 - |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF LOSS PER SHARE | For the three and six months ended June 30, 2022 and 2021, loss per share of the Company are as follows: SCHEDULE OF LOSS PER SHARE 2022 2021 2022 2021 Three Months Ended June 30 Six Months Ended June 30 2022 2021 2022 2021 Numerator: Net Loss $ (1,078,226 ) $ (50,537 ) $ (1,868,760 ) $ (64,410 ) Net loss per share attributable to common stockholders $ (1,078,226 ) $ (50,537 ) $ (1,868,760 ) $ (64,410 ) Denominator: Weighted average common shares outstanding, basic and diluted 11,337,107 9,999,132 10,682,986 9,999,132 Net loss per share attributable to common stockholders, basic and diluted $ (0.10 ) $ (0.01 ) $ (0.17 ) $ (0.01 ) |
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 and six months ended June 30, 2022 and 2021 because including them would have had an anti-dilutive effect. SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE Three Months Ended June 30 Six Months Ended June 30 2022 2021 2022 2021 Stock options to purchase common stock outstanding 173,517 - 173,517 - Total 173,517 - 173,517 - |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF STOCK VALUATION ASSUMPTIONS | SCHEDULE OF STOCK VALUATION ASSUMPTIONS For the Six Months Ended June 30, 2022 Risk-free interest rate 1.54 2.34 % Expected dividend yield — % Expected term 5.00 8.50 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 June 30, 2022 350,000 $ 1.06 9.82 $ 136,500 Vested and exercisable June 30, 2022 — — — — |
Warrant [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF STOCK VALUATION ASSUMPTIONS | SCHEDULE OF STOCK VALUATION ASSUMPTIONS Six Months Ended June 30, 2022 Risk-free interest rate 1.75 % Expected dividend yield — % Expected term 8.50 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 six months ended June 30, 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 9.68 Exercised (469 ) 0.28 — Expired/Forfeited — — — Outstanding at June 30, 2022 462,775 $ 1.69 9.55 $ 21,897 Vested and exercisable June 30, 2022 173,048 $ 0.95 9.32 $ 21,897 |
Perforamance Based Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF STOCK OPTION ACTIVITY | For the six months ended June 30, 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 June 30, 2022 944,000 $ 1.45 9.61 $ — Vested and exercisable June 30, 2022 — — — — |
NATURE OF BUSINESS (Details Nar
NATURE OF BUSINESS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||||
Net loss | $ 1,078,226 | $ 50,537 | $ 1,868,760 | $ 64,410 | |
Accumulated deficit | $ 2,593,622 | $ 2,593,622 | $ 724,862 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 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) | 1 Months Ended | 6 Months Ended | ||||
Oct. 30, 2020 USD ($) $ / shares shares | Oct. 05, 2020 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) shares | Jun. 30, 2022 USD ($) $ / shares | Mar. 31, 2022 GBP (£) | Dec. 31, 2021 $ / shares | |
Oridnary shares, par value | $ / shares | $ 0.001 | $ 0.001 | ||||
Value of shares issued for consideration | $ | $ 2,675,940 | |||||
Investment | $ 2,765,940 | £ 2,000,000 | ||||
Additional common shares | shares | 1,337,970 | |||||
Tiziana Life Sciences [Member] | ||||||
Proceeds from receivables | $ | $ 1,353,373 | |||||
Number of ordinary shares issued | shares | 9,520,069 | |||||
Oridnary shares, par value | $ / shares | $ 0.001 | |||||
Stemprinter [Member] | ||||||
Number of ordinary shares issued | shares | 479,063 | |||||
Oridnary shares, par value | $ / shares | $ 0.001 | |||||
Value of shares issued for consideration | $ | $ 204,879 |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) - USD ($) | May 20, 2022 | Jun. 30, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Notes Payable | $ 321,760 | |
D&O Insurance Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Debt Instrument, Face Amount | $ 439,122 | |
Debt Instrument, Periodic Payment, Principal | $ 88,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 3.95% | |
Debt Instrument, Periodic Payment | $ 35,751 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Computer equipment | $ 10,999 | |
Less: Accumulated depreciation | 1,507 | |
Equipment, net | $ 9,492 |
EQUIPMENT (Details Narrative)
EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 830 | $ 0 | $ 1,507 |
LICENSE (Details Narrative)
LICENSE (Details Narrative) - 6 months ended Jun. 30, 2022 | USD ($) | GBP (£) |
License 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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net Loss | $ (1,078,226) | $ (50,537) | $ (1,868,760) | $ (64,410) |
Net loss per share attributable to common stockholders | $ (1,078,226) | $ (50,537) | $ (1,868,760) | $ (64,410) |
Weighted average common shares outstanding, basic and diluted | 11,337,107 | 9,999,132 | 10,682,986 | 9,999,132 |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.10) | $ (0.01) | $ (0.17) | $ (0.01) |
SCHEDULE OF COMPUTATION OF DILU
SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 173,517 | 173,517 | ||
Stock Options to Purchase Common Stock Outstanding [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 173,517 | 173,517 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of Options, Issued | 0 | 0 | 0 | 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 6 months 18 days | 9 years 8 months 19 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 8 months 4 days | |||||
Number of Options, Exercised | (469) | |||||
Weighted Average Exercise Price, Exercised | $ 0.28 | |||||
Number of Options, Exercised/Forfeited | ||||||
Weighted Average Exercise Price, Expired/Forfeited | ||||||
Number of Options, Ending Balance | 462,775 | 462,775 | 462,775 | 100,005 | ||
Weighted Average Exercise Price, Ending | $ 1.69 | $ 1.69 | $ 1.69 | $ 0.42 | ||
Aggregate Intrinsic Value Ending | $ 21,897 | $ 21,897 | $ 21,897 | |||
Number of Options, Vasted and exercisable | 173,048 | 173,048 | 173,048 | |||
Weighted Average Exercise Price, Vasted and exercisable | $ 0.95 | $ 0.95 | $ 0.95 | |||
Weighted average remaining contractual life(in years) Vested and exercisable | 9 years 3 months 25 days | |||||
Aggregate Intrinsic Value, Vasted and exercisable | $ 21,897 | $ 21,897 | $ 21,897 | |||
Number of Options, Exercised | 469 | |||||
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 7 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 | 944,000 | 944,000 | |||
Weighted Average Exercise Price, Ending | $ 1.45 | $ 1.45 | $ 1.45 | |||
Aggregate Intrinsic Value Ending | ||||||
Number of Options, Vasted and exercisable | ||||||
Weighted Average Exercise Price, Vasted and exercisable | ||||||
Aggregate Intrinsic Value, Vasted and exercisable | ||||||
Number of Options, Exercised |
SCHEDULE OF STOCK VALUATION ASS
SCHEDULE OF STOCK VALUATION ASSUMPTIONS (Details) | 6 Months Ended |
Jun. 30, 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] | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
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 | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock option granted | 0 | 0 | 0 | 0 | 100,005 | ||||
Options grant exercise price | $ 0.42 | ||||||||
Estimated dividend yield | |||||||||
Unrecognized compensation expense | $ 942,781 | $ 942,781 | $ 942,781 | ||||||
Warrant [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based compensation expense | 0 | $ 0 | $ 0 | $ 0 | |||||
Weighted average grant date fair value | $ 0.66 | ||||||||
Estimated dividend yield | |||||||||
Warrant fair value | $ 232,490 | ||||||||
Unrecognized compensation expenses | 232,490 | 232,490 | $ 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% | ||||||||
Time-based Options [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock option granted | 363,239 | ||||||||
Options grant exercise price | $ 2.07 | ||||||||
Unrecognized compensation expense | 249,443 | 249,443 | $ 249,443 | ||||||
Unrecognized compensation expense, recognized period | 3 years 7 months 6 days | ||||||||
Perforamance Based Options [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock option granted | 944,000 | ||||||||
Options grant exercise price | $ 1.45 | ||||||||
Unrecognized compensation expense | 693,338 | $ 693,338 | $ 693,338 | ||||||
General and Administrative Expense [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based compensation expense | $ 37,588 | $ 0 | $ 54,629 | $ 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 | 2,500,000 | 2,500,000 | ||||||
Number of shares available for grant | 1,092,756 | 1,092,756 | 1,092,756 | ||||||
Incentive Plan [Member] | Employees, Directors and Non-employees [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock option 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 | 0 | 0 | 350,000 | 0 | 0 | 0 | 0 | 0 | |
Warrant exercise price | $ 1.06 | $ 1.06 | $ 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 | 6 Months Ended | |||
Jan. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Related party costs | $ 22,087 | $ 3,154 | $ 26,447 | $ 6,179 | ||
Tiziana [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due from related parties | 0 | 0 | $ 1,558,252 | |||
Due to related parties | 54,599 | 54,599 | $ 190,838 | |||
Gabriele Cerrone [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from related party debt | $ 5,500 | |||||
Due to Affiliate | $ 33,000 | $ 33,000 | ||||
Tiziana [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership persentage | 11.80% | 11.80% |