Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 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 | 001-41210 | |
Entity Registrant Name | HILLSTREAM BIOPHARMA, INC. | |
Entity Central Index Key | 0001861657 | |
Entity Tax Identification Number | 84-2642541 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1200 Route 22 East | |
Entity Address, Address Line Two | Suite 2000 | |
Entity Address, City or Town | Bridgewater | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 08807 | |
City Area Code | (908) | |
Local Phone Number | 955-3140 | |
Title of 12(b) Security | Common stock, $0.0001 par value | |
Trading Symbol | HILS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 11,604,970 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 11,121,854 | $ 4,356 |
Prepaid expenses and other current assets | 233,180 | 70,670 |
Deferred offering costs | 546,651 | |
Total current assets | 11,355,034 | 621,677 |
Total assets | 11,355,034 | 621,677 |
Current liabilities | ||
Accounts payable | 597,455 | 1,463,059 |
Accrued interest | 179,621 | |
Due to founder | 200,000 | 200,000 |
Accrued expenses | 218,885 | 318,223 |
Redemption liability | 980,233 | |
Short term portion of related-party convertible notes, net | 1,392,544 | |
Total current liabilities | 1,016,340 | 4,533,680 |
Related-party convertible notes, net, less short-term portion | 772,899 | |
Total liabilities | 1,016,340 | 5,306,579 |
Commitments and contingencies (see Note 8) | ||
Stockholders’ equity (deficit) | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2022 and December 31, 2021 | ||
Common stock, $0.0001 par value, 250,000,000 shares authorized, 11,364,444 and 6,357,314 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 1,136 | 636 |
Additional paid-in capital | 20,191,212 | 2,225,712 |
Accumulated deficit | (9,853,654) | (6,911,250) |
Total stockholders’ equity (deficit) | 10,338,694 | (4,684,902) |
Total liabilities and stockholders’ equity (deficit) | $ 11,355,034 | $ 621,677 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 11,364,444 | 6,357,314 |
Common stock, shares outstanding | 11,364,444 | 6,357,314 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expenses | ||
Research and development | $ 307,829 | $ 895,910 |
General and administrative | 1,043,331 | 571,683 |
Total operating expenses | 1,351,160 | 1,467,593 |
Loss from operations | (1,351,160) | (1,467,593) |
Other expense | ||
Interest expense | (1,591,244) | (148,190) |
Change in redemption value | (634,273) | |
Total other expense | (1,591,244) | (782,463) |
Net loss | $ (2,942,404) | $ (2,250,056) |
Net loss per share: | ||
Basic and diluted | $ (0.28) | $ (0.35) |
Weighted average number of common shares outstanding: | ||
Basic and diluted | 10,573,917 | 6,357,314 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 636 | $ 986,443 | $ (4,704,607) | $ (3,717,528) |
Beginning balance, shares at Dec. 31, 2020 | 6,357,314 | |||
Net loss | (2,250,056) | (2,250,056) | ||
Stock based compensation | 674,076 | 674,076 | ||
Ending balance, value at Mar. 31, 2021 | $ 636 | 1,660,519 | (6,954,663) | (5,293,508) |
Ending balance, shares at Mar. 31, 2021 | 6,357,314 | |||
Beginning balance, value at Dec. 31, 2021 | $ 636 | 2,225,712 | (6,911,250) | (4,684,902) |
Beginning balance, shares at Dec. 31, 2021 | 6,357,314 | |||
Net loss | (2,942,404) | (2,942,404) | ||
Stock based compensation | 19,381 | 19,381 | ||
Stock issuance pursuant to services agreement | $ 3 | 99,997 | 100,000 | |
Stock issuance pursuant to services agreement, shares | 31,746 | |||
Initial public offering, net of issuance costs of $2,054,918 | $ 375 | 12,944,707 | 12,945,082 | |
Initial public offering, net of issuance costs, shares | 3,750,000 | |||
Conversion of related-party convertible notes | $ 122 | 4,901,415 | 4,901,537 | |
Conversion of related party convertible notes, shares | 1,225,384 | |||
Ending balance, value at Mar. 31, 2022 | $ 1,136 | $ 20,191,212 | $ (9,853,654) | $ 10,338,694 |
Ending balance, shares at Mar. 31, 2022 | 11,364,444 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issuance of initial public offering | $ 2,054,918 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (2,942,404) | $ (2,250,056) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 1,569,003 | 114,094 |
Stock based compensation | 19,381 | 674,076 |
Stock issuance pursuant to services agreement | 100,000 | |
Change in fair value of redemption liability | 634,273 | |
Increase (decrease) in: | ||
Prepaid expenses and other current assets | (162,510) | 42,620 |
Accounts payable | (498,220) | 59,183 |
Accrued interest | 7,237 | 34,031 |
Accrued expenses | (99,338) | 199,409 |
Net cash used in operating activities | (2,006,851) | (492,370) |
Net cash provided by (used in) investing activities | ||
Cash flows from financing activities: | ||
Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and issuance costs | 13,645,643 | |
Payment of deferred offering costs | (521,294) | |
Proceeds from related-party convertible notes | 323,025 | |
Net cash provided by financing activities | 13,124,349 | 323,025 |
Net increase (decrease) in cash | 11,117,498 | (169,345) |
Cash, beginning of period | 4,356 | 191,852 |
Cash, end of period | 11,121,854 | 22,507 |
Conversion of related-party convertible notes: | ||
Related-party convertible notes principal converted to common stock upon initial public offering | 3,734,446 | |
Related-party convertible notes accrued interest converted to common stock upon initial public offering | 186,858 | |
Redemption liability converted to common stock upon initial public offering | 980,233 | |
Accrued interest rollover to new notes payable | $ 18,593 |
DESCRIPTION OF BUSINESS AND LIQ
DESCRIPTION OF BUSINESS AND LIQUIDITY | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND LIQUIDITY | NOTE 1 – DESCRIPTION OF BUSINESS AND LIQUIDITY Hillstream BioPharma, Inc. (“HBI”) was incorporated on March 28, 2017, as a Delaware C-corporation. At March 31, 2022, Hillstream BioPharma, Inc. had two wholly-owned subsidiaries: HB Pharma Corp. (“HB”) and Farrington Therapeutics LLC (“Farrington” and together with HBI and HB, the “Company”). The Company is a pre-clinical biotechnology company developing novel therapeutic candidates targeting ferroptosis, an emerging new anti-cancer mechanism resulting in iron mediated cell death (“IMCD”) for treatment resistant cancers. The Company’s most advanced product candidate is HSB-1216, an IMCD modulator, targeting a variety of solid tumors. The active drug in HSB-1216 was found to reduce tumor burden in a clinical pilot study in Germany in treatment resistant cancers, including triple negative breast cancer and epithelial carcinomas. The Company’s goal is to file an investigational new drug application (“IND”) with the U.S. Food and Drug Administration (“FDA”) in 2023 and start a clinical study with HSB-1216 in 2023; however, no assurance can be provided that the Company’s IND will be accepted by the FDA in 2023, if at all. If the IND is accepted by the FDA, the HSB-1216 clinical study will focus on expanding upon the clinical pilot study conducted in Germany. If the Company is able to start the clinical study with HSB-1216 in 2023, the Company anticipates that initial data from such trial will be released either at the end of 2023 or early 2024. The Company uses Quatramer™, the proprietary tumor targeting platform, to enhance the uptake of HSB-1216 in the tumor microenvironment with an extended duration of action and minimal off-target toxicity. In addition, Trident Artificial Intelligence, the Company’s artificial intelligence precision medicine platform, is used to identify biomarkers in its clinical programs to target specific patient segments. The discovery of regulated cell death processes, such as apoptosis and autophagy, has enabled novel target discovery for drug development. Ferroptosis, a form of IMCD, is an emerging regulated cell death process which decreases intracellular iron or the Labile Iron Pool (“LIP”). Cancer cells increase the LIP leading to unregulated cell growth and metabolism. Decreasing the LIP, induces iron-led reactive oxygen species production and lipid peroxidation, two key hallmarks of ferroptosis/IMCD. HSB-1216 binds iron in the cytoplasm of cancer cells and decreases the LIP, thereby inducing ferroptosis/IMCD, leading to regulated cell death. Areas of interest for the development of HSB-1216 are as a treatment of solid tumors, including small cell lung cancer, metastatic castration resistant prostate cancer, triple negative breast cancer, uveal melanoma, glioblastoma multiforme, head and neck squamous cell carcinoma, and other treatment resistant cancers with high unmet need. Liquidity The accompanying condensed consolidated financial statements have been prepared on the basis that the Company is a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. For the three months ended March 31, 2022, the Company incurred operating losses in the amount of approximately $ 1.35 million, expended approximately $ 2.01 million in cash used in operating activities, and had an accumulated deficit of approximately $ 9.85 million as of March 31, 2022. The Company financed its working capital requirements through March 31, 2022 primarily through the issuance of common stock in its initial public offering (“IPO”). Net proceeds to the Company from the IPO were approximately $ 13.0 million. See Note 5 to the condensed consolidated financial statements for details regarding the IPO. The shares of the Company’s common stock began trading on The Nasdaq Capital Market on January 12, 2022 under the ticker symbol “HILS.” The Company believes its cash on hand after the completion of the IPO is sufficient to meet its operating obligations and capital requirements for at least 12 months from the filing date of this Quarterly Report on Form 10-Q. Thereafter, the Company may need to raise further capital through the sale of additional equity or debt securities or other debt instruments to support its future operations. If such funding is not available, or not available on terms acceptable to the Company, the Company’s current development plan may be curtailed or the Company may have to cease operations. Other risks and uncertainties There can be no assurance that the Company’s products, if approved, will be accepted in the marketplace, nor can there be any assurance that any future products can be developed or manufactured at an acceptable cost and with appropriate performance characteristics, or that such products will be successfully marketed, if at all. The Company is subject to risks common to biopharmaceutical companies including, but not limited to, the development of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, product liability, uncertainty of market acceptance of products and the need to obtain additional financing. The Company is dependent on third party suppliers. The Company’s products require approval or clearance from the FDA prior to commencing commercial sales in the United States. Approvals or clearances are also required in foreign jurisdictions in which the Company may license or sell its products. There can be no assurance that the Company’s products will receive all of the required approvals or clearances. COVID-19 considerations On March 11, 2020, the World Health Organization characterized the outbreak of a novel strain of coronavirus (“COVID-19”) as a pandemic, prompting many national, regional, and local governments to implement preventative or protective measures, such as travel and business restrictions, temporary store closures and capacity limitations, and wide-sweeping quarantines and stay-at-home orders. As a result, COVID-19 and the related restrictive measures have had a significant adverse impact upon many sectors of the economy. As a result of the ongoing COVID-19 pandemic, the Company had to delay the start of its IND enabling studies for HSB-1216. As the COVID-19 situation continues to evolve, the Company intends to closely monitor the impact of the COVID-19 pandemic on all aspects of its business, including, but not limited to, impacts on third-party contractors, suppliers, vendors and employees. The Company believes that the ultimate impact of the COVID-19 pandemic on operating results, cash flows, and financial condition is likely to be determined by factors which are uncertain, unpredictable, and outside of the Company’s control. The situation surrounding COVID-19 remains fluid, and if disruptions arise, they could have a material adverse impact on the Company’s business. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed consolidated interim financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary for a fair statement of the balance sheet, operating results, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022 or any other future period. Certain information and footnote disclosure normally included in the annual financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the SEC’s rules and regulations for interim reporting. The Company’s financial position, results of operations, and cash flows are presented in U.S. Dollars. These financial statements and related notes should be read in conjunction with the audited financial statements and related notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2022. The Company operates in one segment. Principles of consolidation The condensed consolidated financial statements include the accounts of HBI and its wholly-owned subsidiaries, HB and Farrington. All significant intercompany balances and transactions have been eliminated in consolidation. Recently adopted account pronouncements The Company has evaluated all recent accounting pronouncements and believed that none of them will have a material effect on the Company’s financial position, results of operations, or cash flows, except as described below. Earnings per share In May 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU”) 2021-04, Earnings Per Share Compensation-Stock Compensation Derivatives and Hedging-Contracts in Entity’s Own Equity Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Estimates are used in the following areas, among others: research and development expense recognition, valuation of common shares and stock options, allowances of deferred tax assets, valuation of debt related instruments, accrued expenses and liabilities, and cash flow assumptions regarding going concern considerations. Given the situation surrounding the COVID-19 pandemic, many estimates and assumptions have required increased judgment and are subject to a higher degree of variability and volatility. Although management believes the estimates that have been used are reasonable, as events continue to evolve and additional information becomes available, actual results could vary from the estimates that were used. Concentration of credit risk The Company maintains cash balances with various financial institutions. Account balances at these institutions are insured by the Federal Deposit Insurance Corporation up to $ 250,000 per depositor. At various times during the year, bank account balances may have been in excess of federally insured limits. The Company has not experienced losses in such accounts. The Company believes that it is not subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Research and development Research and development costs are expensed as incurred. Research and development expenses include personnel costs associated with research and development activities, including third party contractors to perform research, conduct clinical trials, and manufacture drug supplies and materials. The Company accrues for costs incurred by external service providers, including contract research organizations and clinical investigators, based on its estimates of service performed and costs incurred. These estimates include the level of services performed by third parties, patient enrollment in clinical trials, administrative costs incurred by third parties, and other indicators of the services completed. Approximately $ 61,000 Stock based compensation The Company recognizes compensation costs resulting from the issuance of stock-based awards to employees, non-employees and directors as an expense in the condensed consolidated statements of operations over the requisite service period based on a measurement of fair value for each stock-based award. The fair value of each option grant to employees, non-employees and directors is estimated as of the date of grant using the Black-Scholes option-pricing model, net of actual forfeitures. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Prior to January 12, 2022, the Company was a private company and the Company’s common stock has only been publicly traded since that date. As a result, it lacked company-specific historical and implied volatility information. Therefore, it has estimated its expected stock volatility based on the historical data regarding the volatility of a publicly traded set of peer companies. The expected term of stock options granted was between five and seven years. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Common stock valuations Prior to the IPO, the Company was required to periodically estimate the fair value of common stock with the assistance of an independent third-party valuation expert when issuing stock options and computing its estimated stock-based compensation expense and value of shares issued in acquiring product candidates. The assumptions underlying these valuations represented management’s best estimates, which involved inherent uncertainties and the application of significant levels of management judgment. In order to determine the fair value, the Company considered, among other things, contemporaneous valuations of the Company’s common stock; the Company’s business, financial condition and results of operations, including related industry trends affecting its operations; the likelihood of achieving various liquidity events; the lack of marketability of the Company’s common stock; the market performance of comparable publicly traded companies; and U.S. and global economic and capital market conditions. After the closing of the Company’s IPO on January 14, 2022, the fair value of common stock is determined by using the closing price of the Company’s common stock on The Nasdaq Capital Market. Debt discount and derivative instruments The initial fair value of the redemption feature relating to the convertible debt instruments was treated as a debt discount and was amortized over the term of the related debt using the straight-line method, which approximates the interest method. Amortization of debt discount is recorded as a component of interest expense. If a loan is paid in full, any unamortized debt discounts will be removed from the related accounts and charged to operations. As the convertible debt was converted into common stock at the date of the IPO, the unamortized debt discount was charged to interest expense. In accordance with the FASB ASU 2015-03, Interest - Imputation of Interest The Company accounts for derivative instruments in accordance with FASB Accounting Standards Codification (“ASC”) 815, Derivative and Hedging, which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value. The Company’s derivative financial instrument consisted of an embedded feature contained in the Company’s convertible debt that was bifurcated and accounted for separately. See Note 3 to the condensed consolidated financial statements for further details. Fair value measurements The Company applies FASB ASC 820, Fair Value Measurement The carrying value of the Company’s prepaid expenses, accounts payable, and accrued expenses approximate fair value because of the short-term maturity of these financial instruments. The redemption feature of the debt instruments is recorded at fair value. See Note 4 to the condensed consolidated financial statements for further details. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 Inputs: Level 2 Inputs: Level 3 Inputs: Deferred offering costs Deferred offering costs consisted of legal, accounting, printing, and filing fees that the Company capitalized which were offset against the proceeds from the IPO. Income taxes The Company accounts for income taxes using the asset-and-liability method in accordance with FASB ASC 740, Income Taxes Deferred income taxes are recognized for the tax effect of temporary differences between the financial statement carrying amount of assets and liabilities and the amounts used for income tax purposes and for certain changes in valuation allowances. Valuation allowances are recorded to reduce certain deferred tax assets when, in management’s estimation, it is more likely than not that a tax benefit will not be realized. A valuation allowance has been recognized for all periods since it is more likely than not that some portion or all of the deferred tax assets will not be realized in future periods. The Company follows the guidance in FASB ASC Topic 740-10 in assessing uncertain tax positions. The standard applies to all tax positions and clarifies the recognition of tax benefits in the financial statements by providing for a two-step approach of recognition and measurement. The first step involves assessing whether the tax position is more likely than not to be sustained upon examination based upon its technical merits. The second step involves measurement of the amount to be recognized. Tax positions that meet the more likely than not threshold are measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate finalization with the taxing authority. The Company recognizes the impact of an uncertain income tax position in the financial statements if it believes that the position is more likely than not to be sustained by the relevant taxing authority. The Company will recognize interest and penalties related to tax positions in income tax expense. At March 31, 2022 and December 31, 2021, the Company had no unrecognized uncertain income tax positions, and therefore no amounts have been recognized in the condensed consolidated financial statements. Net loss per share The Company reports loss per share in accordance with FASB ASC 260-10, Earnings Per Share Potentially dilutive securities not included in the computation of loss per share for the three months ended March 31, 2022 and 2021 included options to purchase 1,819,339 and 798,391 shares of common stock, respectively. All common share amounts as of March 31, 2022 and December 31, 2021 and per share amounts for the three months ended March 31, 2022 and 2021 have been adjusted to reflect a 1-for-26.4 reverse stock split of the Company’s common stock effectuated on September 16, 2021. Other potentially dilutive securities also not included in the computation of loss per share for the three months ended March 31, 2022 included warrants to purchase 187,500 shares of the Company’s common stock. Recent accounting pronouncements not yet adopted Debt with conversion and other options and derivatives and hedging The FASB recently issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Earnings Per Share Codification improvements In October 2020, the FASB issued ASU 2020-10, Codification Improvements This ASU is effective for fiscal years beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. The Company does not expect the adoption of ASU 2020-10 to have a material impact on its consolidated financial statements. |
CONVERTIBLE NOTES - RELATED PAR
CONVERTIBLE NOTES - RELATED PARTIES | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES - RELATED PARTIES | Note 3 - CONVERTIBLE NOTES - RELATED PARTIES Commencing in May 2017, the Company entered into Subordinated Convertible Promissory Note Agreements (the “Agreements”) with certain lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued Subordinated Convertible Promissory Notes (individually the “Note” or together the “Notes”) to the Holders, principally all to the Chief Executive Officer (“CEO”) and founder of the Company, a member of the Company’s board of directors and third parties that are family members of the founder and CEO. See Note 8 to the condensed consolidated financial statements. Interest on the unpaid principal balance accrued at a rate of 5% 5,000,000 7,500,000 In general, the stated maturity date was two years from the date of issuance, except for the Notes issued in December 2020 and thereafter (in the aggregate principal amount of approximately $ 2,135,000 ) which had a stated maturity date of three years . For Notes issued in 2017 and through September 2018, the default interest rate of 20% was added to the Notes for the period after the stated maturity date. The Notes were to automatically convert into the type of Equity Securities issued in the Next Equity Financing upon closing. The number of shares of such Equity Securities to be issued was equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note on the date of conversion by the lesser of (i) 80% of the price paid per share for Equity Securities by the investors in the Next Equity Financing, or (ii) an equity valuation of $25 million ($50 million for Notes issued after December 2020). On January 14, 2022, all outstanding Notes and accrued interest were converted into an aggregate of 1,225,384 shares of the Company’s common stock as the IPO qualified as a Next Equity Financing. Certain embedded features contained in the Notes in the aggregate were embedded derivative instruments, which were recorded as a debt discount and derivative liability at the issuance date at their estimated fair value for all Notes of approximately $ 2,421,000 . Amortization of debt discount for the Notes recorded as interest expense was approximately $ 1,569,000 and $ 114,000 for the three months ended March 31, 2022 and 2021, respectively. The amount for the three months ended March 31, 2022 contains amortization charged to interest expense of approximately $33,700 up to the date of the IPO and the full amount of the unamortized debt discount of approximately $ 1,535,000 charged to interest expense on the date of the IPO. Accrued interest expense associated with the Notes at December 31, 2021 was approximately $ 180,000 . Accrued interest at the date of the IPO was approximately $ 187,000 and was converted to common stock as the IPO qualified as Next Equity Financing. Total interest expense, including accrued interest and amortization of the debt discount, amounted to approximately $ 1,591,000 and $ 148,000 for the three months ended March 31, 2022 and 2021, respectively. The carrying value of the outstanding related-party convertible notes at December 31, 2021 was as follows: SCHEDULE OF CONVERTIBLE DEBT Principal amount outstanding $ 3,734,446 Less: debt discount, net of amortization (1,569,003 ) Carrying value $ 2,165,443 Current portion $ 1,392,544 Long-term portion 772,899 Total carrying value $ 2,165,443 Roll-over notes Effective October 1, 2020, all Notes which matured, and were not repaid or converted, were rolled over , including default interest rate of 20 mentioned above. 805,000 rolled over 166,000 639,000 |
REDEMPTION LIABILITY
REDEMPTION LIABILITY | 3 Months Ended |
Mar. 31, 2022 | |
Redemption Liability | |
REDEMPTION LIABILITY | Note 4 – REDEMPTION LIABILITY The fair value of the redemption liability is calculated under Level 3 of the fair value hierarchy, determined based upon a probability-weighted expected returns method (“PWERM”). This PWERM was determined to be the most appropriate method of estimating the value of possible redemption or conversion outcomes over time, since the Company had not entered into a priced equity round through December 31, 2021. The significant assumptions utilized in these calculations are the possible exit scenarios (either a conversion of the principal and accrued interest of the Notes in the event of a Next Equity Financing (see Note 3 to the condensed consolidated financial statements), a repayment of the Notes and accrued interest in the event of a corporate transaction (as defined in the Notes) or a repayment of the Notes and accrued interest at maturity), the pre-money valuation of the Company’s common stock, the probabilities of such exit events occurring, and discounts/premiums available to the Holders at such measurement dates. The calculation of the redemption liability at December 31, 2021 was based upon the actual incremental value derived by the Holders at the IPO date. The fair value of the redemption liability is re-measured at each period and is summarized as of December 31, 2021 as follows: SCHEDULE OF FAIR VALUE OF REDEMPTION LIABILITY Beginning balance as of December 31, 2020 $ 1,325,288 Initial embedded redemption value 1,487,596 Change in fair value (1,832,651 ) Ending balance as of December 31, 2021 $ 980,233 The change in fair value of a loss of $ 634,273 for the three months ended March 31, 2021 was recorded as a component of other expense, net in the accompanying condensed consolidated statement of operations. The balance of $ 980,233 as of December 31, 2021 and as of the date of the IPO was converted into common stock in connection with the related-party convertible debt to which it related. |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
COMMON STOCK | Note 5 – COMMON STOCK Pursuant to an amendment to the Company’s Certificate of Incorporation filed in April 2019, the Company increased the number of authorized shares of common stock to 250 million shares. See the net loss per share section of Note 2 to the condensed consolidated financial statements for a discussion of the reverse stock split effectuated on September 16, 2021. On January 14, 2022, the Company closed its IPO pursuant to which it issued 3,750,000 shares of its common stock at a public offering price of $ 4.00 per share. The gross proceeds to the Company from the IPO were $ 15,000,000 , prior to deducting underwriting discounts, commissions and other offering expenses that were paid prior to December 31, 2021 and additional costs incurred prior to the date of the IPO. The net proceeds to the Company from the IPO were approximately $ 13.0 million. The Company granted the underwriters a 45-day option to purchase up to an additional 562,500 shares of common stock at the public offering price less discounts and commissions, to cover over-allotments; however, this option expired unexercised. Additionally, and as a result of the completion of the IPO, all of the Company’s convertible debt and accrued interest was converted into an aggregate of 1,225,384 shares of the Company’s common stock pursuant to the terms of the Notes. Outstanding principal of approximately $ 3,734,000 , accrued interest of approximately $ 187,000 , and a redemption liability of approximately $ 980,000 were converted to common stock as the IPO qualified as a Next Equity Financing event. In addition, the Company issued warrants in connection with the IPO. See Note 6 to the condensed consolidated financial statements for a discussion of the warrants issued. On February 16, 2022, the Company entered into an agreement for marketing and investor related consulting services. Pursuant to the agreement, compensation includes a monthly fee and an upfront issuance of shares of the Company’s common stock. On the effective date of February 16, 2022, the Company issued 31,746 common shares with per share value of $ 3.15 and a total value of $ 100,000 as compensation expense. |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK BASED COMPENSATION | Note 6 - STOCK BASED COMPENSATION Incentive plans and options Under the Company’s 2017 Stock Incentive Plan (the “2017 Stock Incentive Plan”) the Company may grant incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights, restricted stock, performance shares, and performance units to employees, directors, and consultants of the Company and its affiliates. Up to 94,696 The Company has granted options to acquire 92,801 13.20 1,895 92,801 5.9 6.2 In July 2019, the Company authorized a new plan (the “2019 Stock Incentive Plan”). The Company initially reserved 284,090 2,575,757 574,494 467,171 3,901,512 The Company has granted options to acquire 3,336,385 2,420,514 565,127 1,480,998 1,726,538 810,667 3.37 3.25 9.0 8.0 The following table summarizes stock-based activities under the 2017 Stock Incentive Plan and 2019 Stock Incentive Plans: SCHEDULE OF STOCK OPTION ACTIVITY Weighted Weighted Shares Average Average Underlying Exercise Contractual Options Price Terms Outstanding at December 31, 2021 903,468 $ 4.27 7.9 Granted 930,075 3.50 Exercised - - Forfeited /cancelled (14,204 ) 5.28 Outstanding at March 31, 2022 1,819,339 $ 3.87 8.8 Exercisable options at March 31, 2022 823,597 $ 4.31 7.6 years Vested and expected to vest at March 31, 2022 1,819,339 $ 3.87 8.8 years The fair value of stock option awards is estimated at the date of grant using the Black-Scholes option-pricing model. The estimated fair value of each stock option is then expensed over the requisite service period, which is generally the vesting period (ranging between immediate vesting and 4 years). The determination of fair value using the Black-Scholes model is affected by the Company’s share price as well as assumptions regarding a number of complex and subjective variables, including expected price volatility, expected life, risk-free interest rate and forfeitures. Stock options granted during the three months ended March 31, 2022 and 2021 were valued using the Black-Scholes option-pricing model with the following weighted average assumptions: SCHEDULE OF OPTIONS WEIGHTED AVERAGE ASSUMPTIONS March 31, March 31, 2022 2021 Expected volatility 111.3 % 111.3 % Risk-free interest rate 2.33 % 0.4 % Expected dividend yield - - Expected life of options in years 5.5 to 7.0 5.0 Estimated fair value of common stock $ 1.33 $ 0.266 The weighted average grant date fair value of stock options granted during the three months ended March 31, 2022 and 2021 was approximately $ 1.05 and $ 0.207 , respectively. The weighted average fair value of stock options vested during the three months ended March 31, 2022 and 2021 was approximately $ 0.08 and $ 0.189 , respectively. Stock based compensation expense was $ 19,381 ($ 11,595 included in research and development expense and $ 7,786 included in general and administrative expenses) and $ 674,076 ($ 279,333 included in research and development expense and $ 394,743 included in general and administrative expenses) for the three months ended March 31, 2022 and 2021, respectively, and is included in the accompanying condensed consolidated statements of operations. At March 31, 2022 and December 31, 2021, the total unrecognized compensation expense related to non-vested options was approximately $ 1,027,000 and $ 75,000 , respectively, and is expected to be recognized over the remaining weighted average service period of approximately 1.79 and 0.5 years, respectively. Included in the above table are stock options granted in 2019 to purchase 231,058 0.079 In March 2021, the Company modified the stock option exercise price for stock options granted during 2020, increasing the exercise price of such stock options (after adjusting for the 1-for-26.4 reverse stock split) from $0.18 or $2.598 to $0.314 or $3.817 per share, respectively . The increase in the stock option exercise price was accounted for as a modification of the stock grant in 2021; however, the impact on the Company’s condensed consolidated statements of operations was immaterial. Warrants In connection with the IPO, the Company issued warrants to purchase such number of shares of the Company’s common stock equal to 5% of the total shares of common stock issued in the IPO. The warrants which are exercisable starting six months after the issuance date are exercisable at $ 5.00 per share, and may, under certain circumstances, be exercised on a cashless basis. The exercise price of the warrants is subject to standard antidilutive provision adjustments for stock splits, stock combinations, or similar events affecting the Company’s common stock. The Company has determined that these warrants should be classified as equity instruments since they do not require the Company to repurchase the underlying common stock and do not require the Company to issue a variable amount of common stock. In addition, these warrants are indexed to common stock, do not permit net settlement in cash, and do not have any unusual antidilution rights. Terms of the warrants outstanding at March 31, 2022 are as follows: SCHEDULE OF WARRANTS Initial Expiration Exercise Warrants Warrants Warrants Issuance Date Exercise Date Date Price Issued Exercised Outstanding January 14, 2022 July 10, 2022 January 11, 2027 $ 5.00 187,500 - 187,500 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Note 7 - RELATED PARTY TRANSACTIONS As described in Note 3 to the condensed consolidated financial statements, the Company entered into the Notes with the Holders commencing in May 2017. The Holders of substantially all of the Notes are the Company’s founder and CEO, a member of the Company’s board of directors, and third parties that are family members of the founder and CEO. The Notes were converted into shares of the Company’s common stock on January 14, 2022 in connection with the Company’s IPO. In addition to the above Notes, the Company has amounts due to the founder and CEO that totaled $ 200,000 at both March 31, 2022 and December 31, 2021 for accrued compensation. See Note 8 to the condensed consolidated financial statements. On April 1, 2022, the founder and CEO received the full amount of $ 200,000 . On January 4, 2022 and January 6, 2022, the Company issued unsecured promissory notes in the aggregate principal amount of $ 138,887 13,887 12 5,000,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 8 – COMMITMENTS AND CONTINGENCIES Small molecule analogues On December 30, 2019, the Company acquired a series of small molecule analogues pursuant to an Asset Purchase Agreement (“APA”). Pursuant to the APA, the Company is required to make a payment of $50,000 upon raising of at least $2 million in funding, and up to $1.75 million based upon successfully meeting clinical and sales milestones no 50,000 Employment agreement In January 2019, the Company entered into a three-year employment agreement with its CEO which provides a specified base salary and bonus. The employment agreement also provides the CEO with certain benefits while employed and if employment ceases. The Company accrued $ 200,000 No In January 2020, the Company amended the employment agreement pursuant to which, in lieu of a cash base salary, the CEO was to be compensated with stock options to purchase 7,575 shares of the Company’s common stock per month (at an exercise price based upon the most recent 409A valuation) effective January 1, 2020 until the Company received a minimum of $ 3,000,000 of gross proceeds from the sale of its securities, after which time, cash compensation, pursuant to the employment agreement, would be paid. Effective January 1, 2021, the Company amended the employment agreement with its CEO to provide a revised base salary pre-funding (as defined in the employment agreement). In lieu of cash base salary, the CEO was to be compensated with stock options to purchase 18,939 shares of the Company’s common stock per month (an exercise price of $ 7.82 per share) effective January 1, 2021 until funding meets or exceeds $ 5,000,000 , after which time, cash compensation, pursuant to his employment agreement, would be paid. The amended employment agreement also provides for a future base salary for the CEO after the Company receives funding greater than $ 5,000,000 or completes an initial public offering or similar transaction as set forth in the employment agreement. In addition, if the CEO acts as the “finder” of an investor who purchases more than $ 5,000,000 of the Company’s equity, he will receive a grant of stock options to acquire 757,575 shares of common stock of the Company at an exercise price equal to the most recent fair value of the Company’s common stock. On June 1, 2021, the Company entered into an Amended and Restated Employment Agreement, as amended on September 24, 2021 (the “Amended and Restated Employment Agreement”) with the Company’s CEO. The term of the Amended and Restated Employment Agreement commenced upon the closing of the Company’s IPO and continues for a period of five years and automatically renews for successive one-year periods at the end of each term unless either party provides written notice of their intent not to renew at least 60 days prior to the expiration of the then effective term. Pursuant to the Amended and Restated Employment Agreement, the CEO will receive an annual base salary of $ 485,000 , which may be increased from time to time, and shall be eligible to receive an annual cash bonus equal to 55 % of his then base salary based upon the achievement of Company and individual performance targets established by the Company’s board of directors. In addition, in the first year in which the Company’s market capitalization (as defined in the Amended and Restated Employment Agreement) equals or exceeds (i) $250 million, the CEO shall receive a cash payment of $150,000; (ii) $500 million, the CEO shall receive a cash payment of $350,000; and (iii) $1 billion, the CEO shall receive a cash payment of $750,000. Furthermore, following the date of the Company’s IPO, the CEO was granted an option to purchase 757,575 shares of the Company’s common stock at an exercise price of $4.00 per share, which options shall vest over a 48-month period commencing 12 months after the date of grant. This shall be in addition to any additional equity-based compensation awards the Company may grant the CEO from time to time. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 9 - SUBSEQUENT EVENTS The Company evaluated subsequent events through May 13, 2022, which is the date the condensed consolidated financial statements were available to be issued. Except as noted below, there were no material subsequent events that required recognition or additional disclosure in these financial statements. A. Due to founder On April 1, 2022, the founder and CEO of the Company received full payment of the due to founder, which amounted to $ 200,000 . See Note 7 to the condensed consolidated financial statements for details regarding this related-party transaction prior to the subsequent payment. B. Options exercised On April 18, 2022, the founder and CEO exercised options to purchase up to 240,526 0.1014 per share. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed consolidated interim financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary for a fair statement of the balance sheet, operating results, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022 or any other future period. Certain information and footnote disclosure normally included in the annual financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the SEC’s rules and regulations for interim reporting. The Company’s financial position, results of operations, and cash flows are presented in U.S. Dollars. These financial statements and related notes should be read in conjunction with the audited financial statements and related notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2022. The Company operates in one segment. |
Principles of consolidation | Principles of consolidation The condensed consolidated financial statements include the accounts of HBI and its wholly-owned subsidiaries, HB and Farrington. All significant intercompany balances and transactions have been eliminated in consolidation. |
Recently adopted account pronouncements | Recently adopted account pronouncements The Company has evaluated all recent accounting pronouncements and believed that none of them will have a material effect on the Company’s financial position, results of operations, or cash flows, except as described below. Earnings per share In May 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU”) 2021-04, Earnings Per Share Compensation-Stock Compensation Derivatives and Hedging-Contracts in Entity’s Own Equity |
Use of estimates | Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Estimates are used in the following areas, among others: research and development expense recognition, valuation of common shares and stock options, allowances of deferred tax assets, valuation of debt related instruments, accrued expenses and liabilities, and cash flow assumptions regarding going concern considerations. Given the situation surrounding the COVID-19 pandemic, many estimates and assumptions have required increased judgment and are subject to a higher degree of variability and volatility. Although management believes the estimates that have been used are reasonable, as events continue to evolve and additional information becomes available, actual results could vary from the estimates that were used. |
Concentration of credit risk | Concentration of credit risk The Company maintains cash balances with various financial institutions. Account balances at these institutions are insured by the Federal Deposit Insurance Corporation up to $ 250,000 per depositor. At various times during the year, bank account balances may have been in excess of federally insured limits. The Company has not experienced losses in such accounts. The Company believes that it is not subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. |
Research and development | Research and development Research and development costs are expensed as incurred. Research and development expenses include personnel costs associated with research and development activities, including third party contractors to perform research, conduct clinical trials, and manufacture drug supplies and materials. The Company accrues for costs incurred by external service providers, including contract research organizations and clinical investigators, based on its estimates of service performed and costs incurred. These estimates include the level of services performed by third parties, patient enrollment in clinical trials, administrative costs incurred by third parties, and other indicators of the services completed. Approximately $ 61,000 |
Stock based compensation | Stock based compensation The Company recognizes compensation costs resulting from the issuance of stock-based awards to employees, non-employees and directors as an expense in the condensed consolidated statements of operations over the requisite service period based on a measurement of fair value for each stock-based award. The fair value of each option grant to employees, non-employees and directors is estimated as of the date of grant using the Black-Scholes option-pricing model, net of actual forfeitures. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Prior to January 12, 2022, the Company was a private company and the Company’s common stock has only been publicly traded since that date. As a result, it lacked company-specific historical and implied volatility information. Therefore, it has estimated its expected stock volatility based on the historical data regarding the volatility of a publicly traded set of peer companies. The expected term of stock options granted was between five and seven years. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. |
Common stock valuations | Common stock valuations Prior to the IPO, the Company was required to periodically estimate the fair value of common stock with the assistance of an independent third-party valuation expert when issuing stock options and computing its estimated stock-based compensation expense and value of shares issued in acquiring product candidates. The assumptions underlying these valuations represented management’s best estimates, which involved inherent uncertainties and the application of significant levels of management judgment. In order to determine the fair value, the Company considered, among other things, contemporaneous valuations of the Company’s common stock; the Company’s business, financial condition and results of operations, including related industry trends affecting its operations; the likelihood of achieving various liquidity events; the lack of marketability of the Company’s common stock; the market performance of comparable publicly traded companies; and U.S. and global economic and capital market conditions. After the closing of the Company’s IPO on January 14, 2022, the fair value of common stock is determined by using the closing price of the Company’s common stock on The Nasdaq Capital Market. |
Debt discount and derivative instruments | Debt discount and derivative instruments The initial fair value of the redemption feature relating to the convertible debt instruments was treated as a debt discount and was amortized over the term of the related debt using the straight-line method, which approximates the interest method. Amortization of debt discount is recorded as a component of interest expense. If a loan is paid in full, any unamortized debt discounts will be removed from the related accounts and charged to operations. As the convertible debt was converted into common stock at the date of the IPO, the unamortized debt discount was charged to interest expense. In accordance with the FASB ASU 2015-03, Interest - Imputation of Interest The Company accounts for derivative instruments in accordance with FASB Accounting Standards Codification (“ASC”) 815, Derivative and Hedging, which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value. The Company’s derivative financial instrument consisted of an embedded feature contained in the Company’s convertible debt that was bifurcated and accounted for separately. See Note 3 to the condensed consolidated financial statements for further details. |
Fair value measurements | Fair value measurements The Company applies FASB ASC 820, Fair Value Measurement The carrying value of the Company’s prepaid expenses, accounts payable, and accrued expenses approximate fair value because of the short-term maturity of these financial instruments. The redemption feature of the debt instruments is recorded at fair value. See Note 4 to the condensed consolidated financial statements for further details. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 Inputs: Level 2 Inputs: Level 3 Inputs: |
Deferred offering costs | Deferred offering costs Deferred offering costs consisted of legal, accounting, printing, and filing fees that the Company capitalized which were offset against the proceeds from the IPO. |
Income taxes | Income taxes The Company accounts for income taxes using the asset-and-liability method in accordance with FASB ASC 740, Income Taxes Deferred income taxes are recognized for the tax effect of temporary differences between the financial statement carrying amount of assets and liabilities and the amounts used for income tax purposes and for certain changes in valuation allowances. Valuation allowances are recorded to reduce certain deferred tax assets when, in management’s estimation, it is more likely than not that a tax benefit will not be realized. A valuation allowance has been recognized for all periods since it is more likely than not that some portion or all of the deferred tax assets will not be realized in future periods. The Company follows the guidance in FASB ASC Topic 740-10 in assessing uncertain tax positions. The standard applies to all tax positions and clarifies the recognition of tax benefits in the financial statements by providing for a two-step approach of recognition and measurement. The first step involves assessing whether the tax position is more likely than not to be sustained upon examination based upon its technical merits. The second step involves measurement of the amount to be recognized. Tax positions that meet the more likely than not threshold are measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate finalization with the taxing authority. The Company recognizes the impact of an uncertain income tax position in the financial statements if it believes that the position is more likely than not to be sustained by the relevant taxing authority. The Company will recognize interest and penalties related to tax positions in income tax expense. At March 31, 2022 and December 31, 2021, the Company had no unrecognized uncertain income tax positions, and therefore no amounts have been recognized in the condensed consolidated financial statements. |
Net loss per share | Net loss per share The Company reports loss per share in accordance with FASB ASC 260-10, Earnings Per Share Potentially dilutive securities not included in the computation of loss per share for the three months ended March 31, 2022 and 2021 included options to purchase 1,819,339 and 798,391 shares of common stock, respectively. All common share amounts as of March 31, 2022 and December 31, 2021 and per share amounts for the three months ended March 31, 2022 and 2021 have been adjusted to reflect a 1-for-26.4 reverse stock split of the Company’s common stock effectuated on September 16, 2021. Other potentially dilutive securities also not included in the computation of loss per share for the three months ended March 31, 2022 included warrants to purchase 187,500 shares of the Company’s common stock. |
Recent accounting pronouncements not yet adopted | Recent accounting pronouncements not yet adopted Debt with conversion and other options and derivatives and hedging The FASB recently issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Earnings Per Share Codification improvements In October 2020, the FASB issued ASU 2020-10, Codification Improvements This ASU is effective for fiscal years beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. The Company does not expect the adoption of ASU 2020-10 to have a material impact on its consolidated financial statements. |
CONVERTIBLE NOTES - RELATED P_2
CONVERTIBLE NOTES - RELATED PARTIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE DEBT | The carrying value of the outstanding related-party convertible notes at December 31, 2021 was as follows: SCHEDULE OF CONVERTIBLE DEBT Principal amount outstanding $ 3,734,446 Less: debt discount, net of amortization (1,569,003 ) Carrying value $ 2,165,443 Current portion $ 1,392,544 Long-term portion 772,899 Total carrying value $ 2,165,443 |
REDEMPTION LIABILITY (Tables)
REDEMPTION LIABILITY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Redemption Liability | |
SCHEDULE OF FAIR VALUE OF REDEMPTION LIABILITY | SCHEDULE OF FAIR VALUE OF REDEMPTION LIABILITY Beginning balance as of December 31, 2020 $ 1,325,288 Initial embedded redemption value 1,487,596 Change in fair value (1,832,651 ) Ending balance as of December 31, 2021 $ 980,233 |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | The following table summarizes stock-based activities under the 2017 Stock Incentive Plan and 2019 Stock Incentive Plans: SCHEDULE OF STOCK OPTION ACTIVITY Weighted Weighted Shares Average Average Underlying Exercise Contractual Options Price Terms Outstanding at December 31, 2021 903,468 $ 4.27 7.9 Granted 930,075 3.50 Exercised - - Forfeited /cancelled (14,204 ) 5.28 Outstanding at March 31, 2022 1,819,339 $ 3.87 8.8 Exercisable options at March 31, 2022 823,597 $ 4.31 7.6 years Vested and expected to vest at March 31, 2022 1,819,339 $ 3.87 8.8 years |
SCHEDULE OF OPTIONS WEIGHTED AVERAGE ASSUMPTIONS | Stock options granted during the three months ended March 31, 2022 and 2021 were valued using the Black-Scholes option-pricing model with the following weighted average assumptions: SCHEDULE OF OPTIONS WEIGHTED AVERAGE ASSUMPTIONS March 31, March 31, 2022 2021 Expected volatility 111.3 % 111.3 % Risk-free interest rate 2.33 % 0.4 % Expected dividend yield - - Expected life of options in years 5.5 to 7.0 5.0 Estimated fair value of common stock $ 1.33 $ 0.266 |
SCHEDULE OF WARRANTS | SCHEDULE OF WARRANTS Initial Expiration Exercise Warrants Warrants Warrants Issuance Date Exercise Date Date Price Issued Exercised Outstanding January 14, 2022 July 10, 2022 January 11, 2027 $ 5.00 187,500 - 187,500 |
DESCRIPTION OF BUSINESS AND L_2
DESCRIPTION OF BUSINESS AND LIQUIDITY (Details Narrative) - USD ($) | Jan. 14, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||
Operating Income (Loss) | $ 1,351,160 | $ 1,467,593 | ||
Net Cash Provided by (Used in) Operating Activities | 2,006,851 | $ 492,370 | ||
Retained Earnings (Accumulated Deficit) | 9,853,654 | $ 6,911,250 | ||
Proceeds from Issuance Initial Public Offering | 2,054,918 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from Issuance Initial Public Offering | $ 13,000,000 | $ 13,000,000 |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Federal Deposit Insurance Corporation Premium Expense | $ 250,000 | ||
Prepaid expenses | $ 61,000 | $ 61,000 | |
Stockholders' Equity, Reverse Stock Split | 1-for-26.4 | ||
Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,819,339 | 798,391 | |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 187,500 |
SCHEDULE OF CONVERTIBLE DEBT (D
SCHEDULE OF CONVERTIBLE DEBT (Details) | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
Principal amount outstanding | $ 3,734,446 |
Less: debt discount, net of amortization | (1,569,003) |
Total carrying value | 2,165,443 |
Current portion | 1,392,544 |
Long-term portion | $ 772,899 |
CONVERTIBLE NOTES - RELATED P_3
CONVERTIBLE NOTES - RELATED PARTIES (Details Narrative) - USD ($) | Jan. 14, 2022 | Jan. 14, 2022 | Nov. 30, 2020 | May 31, 2017 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-Term Debt [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 3,734,446 | |||||||
Interest Expense | $ 1,591,244 | $ 148,190 | ||||||
Interest Payable, Current | 179,621 | |||||||
Debt Instrument, Unamortized Discount | 1,569,003 | |||||||
Debt Instrument, Increase, Accrued Interest | $ 187,000 | 180,000 | ||||||
Interest Expense, Debt | 1,591,000 | 148,000 | ||||||
Debt Conversion, Original Debt, Amount | 805,000 | |||||||
IPO [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,225,384 | |||||||
Rolled Over [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt Conversion, Original Debt, Amount | $ 639,000 | $ 166,000 | ||||||
Convertible Promissory Note Agreements [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument interest rate stated percentage | 5.00% | |||||||
Company receives gross proceeds | $ 7,500,000 | $ 5,000,000 | ||||||
Debt Instrument, Term | 2 years | |||||||
Debt Instrument, Description | (i) 80% of the price paid per share for Equity Securities by the investors in the Next Equity Financing, or (ii) an equity valuation of $25 million ($50 million for Notes issued after December 2020). | |||||||
Interest Expense | 1,569,000 | $ 114,000 | ||||||
Interest Payable, Current | 33,700 | |||||||
Debt Instrument, Unamortized Discount | 1,535,000 | |||||||
Convertible Promissory Note Agreements [Member] | Embedded Derivative Financial Instruments [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt Instrument, Fair Value Disclosure | $ 2,421,000 | |||||||
Convertible Promissory Note Agreements [Member] | December 2020 Note [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument interest rate stated percentage | 20.00% | 20.00% | ||||||
Debt Instrument, Term | 3 years | |||||||
Debt Instrument, Face Amount | $ 21,350 |
SCHEDULE OF FAIR VALUE OF REDEM
SCHEDULE OF FAIR VALUE OF REDEMPTION LIABILITY (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Redemption Liability | |
Beginning balance as of December 31, 2020 | $ 1,325,288 |
Initial embedded redemption value | 1,487,596 |
Change in fair value | (1,832,651) |
Ending balance as of December 31, 2021 | $ 980,233 |
REDEMPTION LIABILITY (Details N
REDEMPTION LIABILITY (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Redemption Liability | |||
Loss on redemption value | $ 634,273 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | $ 980,233 | $ 1,325,288 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | Feb. 25, 2022 | Jan. 14, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||||
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 | |||
Proceeds from Issuance Initial Public Offering | $ 2,054,918 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 1,819,339 | 903,468 | |||
Debt Conversion, Converted Instrument, Amount | $ 3,734,446 | ||||
Stock Issued During Period, Value, Issued for Services | 100,000 | ||||
Consulting Services Agreement [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares Issued, Price Per Share | $ 3.15 | ||||
Stock Issued During Period, Shares, Issued for Services | 31,746 | ||||
Stock Issued During Period, Value, Issued for Services | $ 100,000 | ||||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 3,750,000 | ||||
Shares Issued, Price Per Share | $ 4 | ||||
Gross proceeds from issuance initial public offering | $ 15,000,000 | ||||
Proceeds from Issuance Initial Public Offering | $ 13,000,000 | $ 13,000,000 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 562,500 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 1,225,384 | ||||
IPO [Member] | Principal Amount [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Debt Conversion, Converted Instrument, Amount | $ 3,734,000 | ||||
IPO [Member] | Accrued Interest [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Debt Conversion, Converted Instrument, Amount | 187,000 | ||||
IPO [Member] | Redemption Liability [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Debt Conversion, Converted Instrument, Amount | $ 980,000 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-Based Payment Arrangement [Abstract] | |
Shares underlying option, beginning outstanding | shares | 903,468 |
Weighted average exercise price, beginning outstanding | $ / shares | $ 4.27 |
Weighted average contractual terms beginning outstanding | 7 years 10 months 24 days |
Shares underlying option, beginning outstanding | shares | 930,075 |
Weighted average exercise price, beginning outstanding | $ / shares | $ 3.50 |
Shares underlying option, beginning outstanding | shares | |
Weighted average exercise price, beginning outstanding | $ / shares | |
Shares underlying option, beginning outstanding | shares | (14,204) |
Weighted average exercise price, beginning outstanding | $ / shares | $ 5.28 |
Shares underlying option, beginning outstanding | shares | 1,819,339 |
Weighted average exercise price, beginning outstanding | $ / shares | $ 3.87 |
Weighted average contractual terms ending outstanding | 8 years 9 months 18 days |
Shares underlying option, beginning outstanding | shares | 823,597 |
Weighted average exercise price, beginning outstanding | $ / shares | $ 4.31 |
Weighted average contractual terms, exercisable | 7 years 7 months 6 days |
Shares underlying option, beginning outstanding | shares | 1,819,339 |
Weighted average exercise price, beginning outstanding | $ / shares | $ 3.87 |
Weighted average contractual terms, vested and expected to vest | 8 years 9 months 18 days |
SCHEDULE OF OPTIONS WEIGHTED AV
SCHEDULE OF OPTIONS WEIGHTED AVERAGE ASSUMPTIONS (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 111.30% | 111.30% |
Risk-free interest rate | 2.33% | 0.40% |
Expected dividend yield | ||
Expected life of options in years | 5 years | |
Estimated fair value of common stock | $ 1.33 | $ 0.266 |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected life of options in years | 5 years 6 months | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected life of options in years | 7 years |
SCHEDULE OF WARRANTS (Details)
SCHEDULE OF WARRANTS (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Warrants, Issuance Date | Jan. 14, 2022 |
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Jul. 10, 2022 |
Warrants, Expiration Date | Jan. 11, 2027 |
Warrants, Exercise Price | $ / shares | $ 5 |
Warrants, Issued | 187,500 |
Warrant, Exercised | |
Warrants, Outstanding | 187,500 |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details Narrative) - USD ($) | May 31, 2021 | Aug. 30, 2019 | Mar. 31, 2021 | Jan. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | Jul. 31, 2019 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 930,075 | ||||||||
Options outstanding to acquire | 1,819,339 | 903,468 | |||||||
Weighted average contractual term | 8 years 9 months 18 days | ||||||||
Weighted average exercise price | $ 3.87 | $ 4.27 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | 1.05 | $ 0.207 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 0.08 | $ 0.189 | |||||||
Share-Based Payment Arrangement, Expense | $ 19,381 | $ 674,076 | |||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 1,027,000 | $ 75,000 | |||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 9 months 14 days | 6 months | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.50 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Terms of Award | the Company modified the stock option exercise price for stock options granted during 2020, increasing the exercise price of such stock options (after adjusting for the 1-for-26.4 reverse stock split) from $0.18 or $2.598 to $0.314 or $3.817 per share, respectively | ||||||||
Warrant [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | ||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 231,058 | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.079 | ||||||||
Research and Development Expense [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-Based Payment Arrangement, Expense | $ 11,595 | 279,333 | |||||||
General and Administrative Expense [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-Based Payment Arrangement, Expense | $ 7,786 | $ 394,743 | |||||||
2017 Stock Incentive Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of shares authorized to issue | 94,696 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 92,801 | ||||||||
Shares issued price per share | $ 13.20 | ||||||||
Number of shares available for grant | 1,895 | ||||||||
Options outstanding to acquire | 92,801 | 92,801 | |||||||
Weighted average contractual term | 5 years 10 months 24 days | 6 years 2 months 12 days | |||||||
2019 Stock Incentive Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of shares authorized to issue | 3,901,512 | 3,901,512 | 284,090 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 3,336,385 | 2,420,514 | |||||||
Number of shares available for grant | 565,127 | 1,480,998 | |||||||
Options outstanding to acquire | 1,726,538 | 810,667 | |||||||
Weighted average contractual term | 9 years | 8 years | |||||||
Additional number of shares authorized to issue | 467,171 | 2,575,757 | 574,494 | ||||||
Weighted average exercise price | $ 3.37 | $ 3.25 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jan. 06, 2022 | Apr. 01, 2022 | Mar. 31, 2022 | Jan. 04, 2022 | Dec. 31, 2021 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Due to Related Parties, Current | $ 200,000 | $ 200,000 | |||
Debt instrument, face amount | 3,734,446 | ||||
Debt instrument, unamortized discount | 1,569,003 | ||||
Unsecured Promissory Notes [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Debt instrument, face amount | $ 138,887 | $ 138,887 | |||
Debt instrument, unamortized discount | $ 13,887 | $ 13,887 | |||
Debt instrument, interest rate, effective percentage | 12.00% | 12.00% | |||
Proceeds from issuance or sale of equity | $ 5,000,000 | ||||
Founder and Chief Executive Officer [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Due to Related Parties, Current | $ 200,000 | $ 200,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Jun. 01, 2021 | Jan. 01, 2021 | Dec. 30, 2019 | Jan. 31, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2019 |
Loss Contingencies [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 930,075 | ||||||
Asset Purchase Agreement [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Asset acquisition description | the Company acquired a series of small molecule analogues pursuant to an Asset Purchase Agreement (“APA”). Pursuant to the APA, the Company is required to make a payment of $50,000 upon raising of at least $2 million in funding, and up to $1.75 million based upon successfully meeting clinical and sales milestones | ||||||
Payments to acquire productive assets | $ 0 | $ 0 | |||||
Milestone payment | $ 50,000 | $ 50,000 | |||||
Employee Agreement [Member] | Chief Executive Officer [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Accrued salaries | $ 200,000 | ||||||
Accrued employee benefits current | $ 0 | ||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 18,939 | 7,575 | |||||
Proceeds from Issuance or Sale of Equity | $ 5,000,000 | $ 3,000,000 | |||||
Shares Issued, Price Per Share | $ 7.82 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 757,575 | ||||||
Employee Agreement [Member] | Chief Executive Officer [Member] | Minimum [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Proceeds from Issuance or Sale of Equity | $ 5,000,000 | ||||||
Employee Agreement [Member] | Chief Executive Officer [Member] | Minimum [Member] | Investor [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Proceeds from Issuance or Sale of Equity | $ 5,000,000 | ||||||
Restated Employment Agreement [Member] | Chief Executive Officer [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Professional Fees | $ 485,000 | ||||||
[custom:CashBonusReceived] | 55.00% | ||||||
Other Commitments, Description | (i) $250 million, the CEO shall receive a cash payment of $150,000; (ii) $500 million, the CEO shall receive a cash payment of $350,000; and (iii) $1 billion, the CEO shall receive a cash payment of $750,000. | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | 757,575 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Apr. 18, 2022 | Mar. 31, 2022 | Apr. 01, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||||
Due to Related Parties, Current | $ 200,000 | $ 200,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 930,075 | |||
Founder and Chief Executive Officer [Member] | ||||
Subsequent Event [Line Items] | ||||
Due to Related Parties, Current | $ 200,000 | $ 200,000 | ||
Subsequent Event [Member] | Founder and Chief Executive Officer [Member] | ||||
Subsequent Event [Line Items] | ||||
Due to Related Parties, Current | $ 200,000 | |||
Subsequent Event [Member] | Board of Directors and Scientific Advisory Board [Member] | ||||
Subsequent Event [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 240,526 | |||
Subsequent Event [Member] | Chief Executive Officer [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares Issued, Price Per Share | $ 0.1014 |