Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 27, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-36457 | ||
Entity Registrant Name | PROVECTUS BIOPHARMACEUTICALS, INC. | ||
Entity Central Index Key | 0000315545 | ||
Entity Tax Identification Number | 90-0031917 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 800 S Gay St | ||
Entity Address, Address Line Two | Suite 1610 | ||
Entity Address, City or Town | Knoxville | ||
Entity Address, State or Province | TN | ||
Entity Address, Postal Zip Code | 37929 | ||
City Area Code | 866 | ||
Local Phone Number | 594-5999 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 45,528,616 | ||
Entity Common Stock, Shares Outstanding | 419,522,119 | ||
Documents Incorporated by Reference [Text Block] | The information required by Part III is incorporated by reference to portions of the definitive proxy statement to be filed within 120 days after December 31, 2023, pursuant to Regulation 14A under the Securities Exchange Act of 1934 in connection with the 2024 annual meeting of stockholders. | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | Los Angeles, CA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 76,576 | $ 21,605 |
Restricted cash | 950,223 | 1,410,102 |
Short-term receivables | 476 | 394 |
Prepaid expenses and other current assets | 337,522 | 467,081 |
Total Current Assets | 1,364,797 | 1,899,182 |
Equipment and furnishings, less accumulated depreciation of $110,994 and $102,073, respectively | 12,020 | 20,941 |
Operating lease right-of-use asset | 72,026 | 117,123 |
Total Assets | 1,448,843 | 2,037,246 |
Current Liabilities: | ||
Accounts payable | 1,675,891 | 2,094,258 |
Unearned grant revenue | 953,248 | 1,510,958 |
Other accrued expenses | 3,240,436 | 2,404,012 |
Accrued interest | 22,600 | 30,844 |
Accrued interest - related parties | 123,828 | 40,992 |
Notes payable | 277,815 | 239,394 |
Convertible notes payable | 800,000 | 625,000 |
Operating lease liability, current portion | 48,077 | 44,422 |
Total Current Liabilities | 9,016,895 | 8,192,380 |
Operating lease liability, non-current portion | 25,299 | 73,376 |
Total Liabilities | 9,042,194 | 8,265,756 |
Commitments, contingencies, and litigations (Note 16) | ||
Stockholders’ Deficit: | ||
Common stock; par value $0.001 per share; 1,000,000,000 shares authorized; 419,522,119 and 419,447,119 shares issued and outstanding at December 31, 2023 and 2022, respectively | 419,522 | 419,497 |
Additional paid-in capital | 244,714,967 | 242,954,193 |
Accumulated other comprehensive loss | (60,165) | (35,679) |
Accumulated deficit | (252,690,409) | (249,588,641) |
Total Stockholders’ Deficit | (7,593,351) | (6,228,510) |
Total Liabilities and Stockholders’ Deficit | 1,448,843 | 2,037,246 |
Series D Convertible Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock, value | 12,373 | 12,373 |
Series D-1 Convertible Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock, value | 10,361 | 9,747 |
Related Party [Member] | ||
Current Liabilities: | ||
Convertible notes payable - related parties | $ 1,875,000 | $ 1,202,500 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accumulated depreciation, equipment and furnishings | $ 110,994 | $ 102,073 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 419,522,119 | 419,447,119 |
Common stock, shares outstanding | 419,522,119 | 419,447,119 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 12,374,000 | 12,374,000 |
Preferred stock, shares issued | 12,373,247 | 12,373,247 |
Preferred stock, shares outstanding | 12,373,247 | 12,373,247 |
Preferred stock, liquidation preference value | $ 14,164,889 | $ 14,164,889 |
Series D-1 Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 11,241,000 | 11,241,000 |
Preferred stock, shares issued | 10,361,097 | 9,746,626 |
Preferred stock, shares outstanding | 10,361,097 | 9,746,626 |
Preferred stock, liquidation preference value | $ 118,613,136 | $ 111,578,880 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Grant Revenue | $ 557,710 | $ 989,042 |
Operating Expenses: | ||
Research and development | 1,749,240 | 2,389,360 |
General and administrative | 1,709,720 | 2,027,628 |
Total Operating Expenses | 3,458,960 | 4,416,988 |
Total Operating Loss | (2,901,250) | (3,427,946) |
Other Income/(Expense): | ||
Research and development tax credit | 15,696 | 36,954 |
Interest expense, net | (216,214) | (163,691) |
Total Other Expense, Net | (200,518) | (126,737) |
Net Loss | $ (3,101,768) | $ (3,554,683) |
Net Loss per share - basic | $ (0.01) | $ (0.01) |
Net Loss per share - diluted | $ (0.01) | $ (0.01) |
Weighted average number of shares - basic | 419,508,146 | 419,470,338 |
Weighted average number of shares - diluted | 419,508,146 | 419,470,338 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net Loss | $ (3,101,768) | $ (3,554,683) |
Other Comprehensive Loss: | ||
Foreign currency translation adjustments | (24,486) | (1,212) |
Total Comprehensive Loss | $ (3,126,254) | $ (3,555,895) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Preferred Stock [Member] Series D Preferred Stock [Member] | Preferred Stock [Member] Series D-1 Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 12,373 | $ 9,219 | $ 419,447 | $ 241,440,106 | $ (34,467) | $ (246,033,958) | $ (4,187,280) |
Balance, shares at Dec. 31, 2021 | 12,373,247 | 9,218,449 | 419,447,119 | ||||
Series D-1 Preferred Stock issued for cash | $ 52 | 149,948 | 150,000 | ||||
Series D-1 Preferred Stock issued for cash, shares | 52,411 | ||||||
Common stock | $ 50 | 2,975 | 3,025 | ||||
Common stock, shares | 50,000 | ||||||
Conversion of 2021 Notes to Series D-1 Preferred Stock | $ 476 | 1,361,164 | 1,361,640 | ||||
Conversion of 2021 Note to Series D-1 Preferred Stock, shares | 475,766 | ||||||
Net loss | (3,554,683) | (3,554,683) | |||||
Other comprehensive loss | (1,212) | (1,212) | |||||
Balance at Dec. 31, 2022 | $ 12,373 | $ 9,747 | $ 419,497 | 242,954,193 | (35,679) | (249,588,641) | (6,228,510) |
Balance, shares at Dec. 31, 2022 | 12,373,247 | 9,746,626 | 419,497,119 | ||||
Common stock | $ 25 | 2,825 | 2,850 | ||||
Common stock, shares | 25,000 | ||||||
Conversion of 2021 Notes to Series D-1 Preferred Stock | $ 329 | 945,135 | 945,464 | ||||
Conversion of 2021 Note to Series D-1 Preferred Stock, shares | 330,354 | ||||||
Net loss | (3,101,768) | (3,101,768) | |||||
Other comprehensive loss | (24,486) | (24,486) | |||||
Conversion of 2022 Notes to Series D-1 Preferred Stock | $ 285 | 812,814 | 813,099 | ||||
Conversion of 2022 Note to Series D-1 Preferred Stock, shares | 284,117 | ||||||
Balance at Dec. 31, 2023 | $ 12,373 | $ 10,361 | $ 419,522 | $ 244,714,967 | $ (60,165) | $ (252,690,409) | $ (7,593,351) |
Balance, shares at Dec. 31, 2023 | 12,373,247 | 10,361,097 | 419,522,119 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (3,101,768) | $ (3,554,683) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 2,850 | 3,025 |
Non-cash lease expense | 45,097 | 52,883 |
Depreciation | 8,921 | 10,895 |
Changes in operating assets and liabilities | ||
Short term receivables | (82) | 4,481 |
Prepaid expenses and other current assets | 451,425 | 122,914 |
Accounts payable | (418,370) | 807,073 |
Unearned grant revenue | (557,710) | (989,042) |
Other accrued expenses | 836,426 | 402,390 |
Operating lease liability | (44,422) | (58,262) |
Accrued interest | 205,655 | 156,854 |
Net Cash Used In Operating Activities | (2,571,978) | (3,041,472) |
Cash Flows From Financing Activities: | ||
Proceeds from issuance of convertible notes payable | 800,000 | 625,000 |
Proceeds from issuance of convertible notes payable - related parties | 1,675,000 | 1,002,500 |
Repayment of short-term note payable | (283,445) | (259,659) |
Net Cash Provided By Financing Activities | 2,191,555 | 1,367,841 |
Effect of exchange rates on cash and restricted cash | (24,485) | (1,604) |
Net Decrease In Cash and Restricted Cash | (404,908) | (1,675,235) |
Cash and Restricted Cash, Beginning of Period | 1,431,707 | 3,106,942 |
Cash and Restricted Cash, End of Period | 1,026,799 | 1,431,707 |
Cash | 76,576 | 21,605 |
Restricted cash | 950,223 | 1,410,102 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest | ||
Income taxes | ||
Non-cash investing and financing activities: | ||
Deposit applied to equity issuances | (150,000) | |
Right-of-use assets obtained in exchange for operating lease liabilities | 130,443 | |
Conversion of 2021 Notes and related accrued interest to Series D-1 Preferred Stock | 945,467 | 1,361,640 |
Conversion of 2022 Notes and related accrued interest to Series D-1 Preferred Stock | 813,098 | |
Purchase of insurance policies financed by short-term note payable | $ (306,050) | $ (203,175) |
Business Organization and Natur
Business Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization and Nature of Operations | 1. Business Organization and Nature of Operations Provectus Biopharmaceuticals, Inc., a Delaware corporation (together with its subsidiary Provectus Biopharmaceuticals Australia Pty Ltd, “Provectus” or “the Company”), is a clinical-stage biotechnology company developing immunotherapy medicines for different diseases that are based on a class of synthetic small molecule immuno-catalysts called halogenated xanthenes (“HXs”). Our lead HX molecule is named rose bengal sodium (“RBS”). The Company’s proprietary, patented, pharmaceutical-grade RBS is the active pharmaceutical ingredient in the drug product candidates of our current clinical development programs and the preclinical formulations of our current drug discovery programs. Importantly, our pharmaceutical-grade RBS displays different therapeutic effects at different concentrations and can be formulated for delivery by different routes of administration. The Company believes that RBS targets disease in a bifunctional manner. First, direct contact may lead to cell death or repair, depending on the disease being treated and the concentration of the RBS utilized in the treatment. Second, multivariate immune signaling, activation, and response may follow that may manifest as stimulatory, inhibitory, or both. The Company believes that it is the first entity to advance an RBS formulation into clinical trials for the treatment of a disease, such as those trials reported on the clinical trials registry at ClinicalTrials.gov. The Company believes that it is the first and only entity to date to make pharmaceutical-grade RBS successfully, reproducibly, and consistently at a purity of nearly 100%. The Company’s small molecule HX medical science platform comprises several different drug product candidates and preclinical pharmaceutical-grade RBS formulations using different concentrations delivered by different routes of administration specific to each disease area and/or indication. The Company’s HX medical science platform includes clinical development programs in oncology, dermatology, and ophthalmology; in vivo in vitro Risks and Uncertainties To date, the Company has not generated any revenues or profits from planned principal operations. The Company’s activities are subject to significant risks and uncertainties, including failing to successfully develop and license or commercialize the Company’s prescription drug candidates. |
Liquidity and Going Concern
Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | 2. Liquidity and Going Concern The Company’s cash and restricted cash were $ 1,026,799 950,223 7,652,098 6,293,198 The Company plans to access capital resources through possible public or private equity offerings, including the 2022 Financing (as defined in Note 5), exchange offers, debt financings, corporate collaborations, or other means. In addition, the Company continues to explore opportunities to strategically monetize its lead drug candidates, PV-10 and PH-10, through potential co-development and licensing transactions, although there can be no assurance that the Company will be successful with such plans. The Company has historically been able to raise capital through equity and debt offerings, although no assurance can be provided that it will continue to be successful in the future. If the Company is unable to raise sufficient capital, it will not be able to pay its obligations as they become due. Under ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern (“ASC 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet future financial obligations as they become due within one year after the date that these financial statements are issued. The accompanying consolidated financial statements have been prepared on the basis that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. However, since the Company’s inception we have had a history of recurring net losses from operations, recurring use of cash in operating activities and declining working capital. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment that might become necessary should the Company be unable to continue as a going concern. The primary business objective of management is to build the Company into a commercial-stage biotechnology company; however, the Company cannot assure that it will be successful in co-developing, licensing, and/or commercializing PV-10, PH-10, and/or any other halogenated xanthene-based drug candidate developed by the Company or entering into any financial transaction. Moreover, even if the Company is successful in improving its current cash flow position, the Company nonetheless plans to seek additional funds to meet its long-term requirements in 2023 and beyond. The Company anticipates that these funds will otherwise come from the proceeds of private placement transactions, the exercise of existing warrants and outstanding stock options, or public offerings of debt or equity securities. While the Company believes that it has a reasonable basis for its expectation that it will be able to raise additional funds, the Company cannot provide assurance that it will be able to complete additional financing in a timely manner. In addition, any such financing may result in significant dilution to stockholders. These factors raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of liabilities that may be necessary should we be unable to continue as a going concern. Our consolidated financial statements included elsewhere in this Annual Report on Form 10-K have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate our continuation as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. Significant Accounting Policies Principles of Consolidation Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s significant estimates and assumptions include the recoverability and useful lives of long-lived assets, stock-based compensation, accrued liabilities and the valuation allowance related to the Company’s deferred tax assets. Restricted Cash Restricted cash consists of a grant award of $ 2,500,000 1,549,777 Cash Concentrations Cash and restricted cash are maintained at financial institutions and, at times, balances may exceed federally insured limits of $ 250,000 776,799 1,181,707 Equipment and Furnishings, net Equipment and furnishings are stated at cost less accumulated depreciation. Depreciation of equipment is provided for using the straight-line method over the estimated useful lives of the assets. Computers and office equipment are being depreciated over five years; furniture and fixtures are being depreciated over ten years. Leasehold improvements are amortized over the lesser of (a) the useful life of the asset; or (b) the remaining lease term. Maintenance and repairs are charged to operations as incurred. The Company capitalizes cost attributable to the betterment of property and equipment when such betterment extends the useful life of the assets. Long-Lived Assets The Company reviews the carrying values of its long-lived assets for possible impairment whenever an event or change in circumstances indicates that the carrying amount of the assets may not be recoverable. Any long-lived assets held for disposal are reported at the lower of their carrying amounts or fair value less cost to sell. Management has determined there to be no impairment during the years ended December 31, 2023 and 2022. Short-term Receivables Management estimates expected credit losses immediately based on existing economic conditions in addition to current and future economic conditions and events. Receivables are considered past due if full payment is not received by the contractual date. Past due amounts are generally written off against the reserve for uncollectibility only after all collection attempts have been exhausted. As of December 31, 2023 and 2022, there was no Grant Revenue Grant revenue is recognized when qualifying costs are incurred and there is reasonable assurance that the conditions of the grant have been met. Cash received from grants in advance of incurring qualifying costs is recorded as unearned grant revenue and recognized as grant revenue when qualifying costs are incurred. Research and Development Research and development costs are charged to expense when incurred. An allocation of payroll expenses to research and development is made based on a percentage estimate of time spent. The research and development costs include the following: payroll, consulting and contract labor, lab supplies and pharmaceutical preparations, insurance, rent and utilities, and depreciation and amortization. Patent Costs The Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) and such costs are included in general and administrative expenses in the accompanying statements of operations and comprehensive loss. Leases The Company leases properties under operating leases. For leases in effect upon adoption of Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)” at January 1, 2020 and for any leases commencing thereafter, the Company recognizes a liability to make lease payments, the “lease liability”, and an asset representing the right to use the underlying asset during the lease term, the “right-of-use asset”. The lease liability is measured at the present value of the remaining lease payments, discounted at the Company’s incremental borrowing rate. The right-of-use asset is measured at the amount of the lease liability adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term, any unamortized initial direct costs, and any impairment of the right-of-use-asset. Operating lease expense consists of a single lease cost calculated so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis, variable lease payments not included in the lease liability, and any impairment of the right-of-use asset. Income Taxes The Company accounts for income taxes under the liability method in accordance with Accounting Standards Codification (“ASC”) 740 “Income Taxes”. Under this method, deferred income tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established if it is more likely than not that all, or some portion, of deferred income tax assets will not be realized. The Company has recorded a full valuation allowance to reduce its net deferred income tax assets to zero. In the event the Company were to determine that it would be able to realize some or all its deferred income tax assets in the future, an adjustment to the deferred income tax asset would increase income in the period such determination was made. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained upon an examination. Any recognized income tax positions would be measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement would be reflected in the period in which the change in judgment occurs. The Company would recognize any corresponding interest and penalties associated with its income tax positions in income tax expense. There were no income taxes, interest or penalties incurred in 2023 or 2022. Convertible Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with ASC Topic 815: Derivatives and Hedging Preferred Stock The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, preferred shares are classified as stockholders’ deficit. Basic and Diluted Loss Per Common Share Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: Schedule of Securities Excluded from Calculation of Weighted Average Dilutive Common Shares 2023 2022 December 31, 2023 2022 Warrants 412,500 475,000 Options 3,225,000 3,425,000 Convertible preferred stock 115,984,217 109,839,507 2021 unsecured convertible notes 831,742 3,973,871 2022 unsecured convertible notes 9,858,239 2,662,523 Total potentially dilutive shares 130,311,698 120,375,901 Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Company determines the estimated fair value of amounts presented in these consolidated financial statements using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented in the financial statements are not necessarily indicative of the amounts that could be realized in a current exchange between buyer and seller. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. These fair value estimates were based upon pertinent information available as of December 31, 2023 and 2022. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, restricted cash, receivables, other current assets, accounts payable, unearned grant income, and accrued expenses approximate fair value due to the short-term nature of these instruments. The carrying amounts of our credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 Inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 Inputs use directly or indirectly observable inputs. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability. Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category. As a result, the unrealized gains and losses for assets within the Level 3 category may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in historical company data) inputs. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Foreign Currency Translation The Company’s reporting currency is the United States Dollar. The functional currencies of the Company’s operating subsidiaries are their local currencies (United States Dollar and Australian Dollar). Australian Dollar denominated assets and liabilities of $ 13,916 389,540 17,373 383,447 9,763 4,503 The Company engages in foreign currency denominated transactions with its Australian subsidiary. At the date that the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction is measured and recorded in the functional currency of the recording entity using the exchange rate in effect at that date. At each balance sheet date, recorded monetary balances denominated in a currency other than the functional currency are adjusted using the exchange rate at the balance sheet date, with gains or losses recorded in other income or other expense. Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date and then is recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. The Company computes the fair value of equity-classified warrants and options granted using the Black-Scholes option pricing model. Option valuation models require the input of highly subjective assumptions including the expected volatility factor of the market price of the Company’s common stock which is determined by reviewing its historical public market closing prices. Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” These amendments require a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Public entities with a single reporting segment are required to provide both the new disclosures and all of the existing disclosures required under ASC 280. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Since this new ASU addresses only disclosures, the Company does not expect the adoption of this ASU to have any material effects on its financial condition, results of operations or cash flows. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in ASU 2023-09 are effective for the Company on December 15, 2024, with early adoption permitted. Since this new ASU addresses only disclosures, the Company does not expect the adoption to have any material effects on its financial condition, results of operation or cash flows. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023-09. Recently Adopted Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) No. 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 |
Other Accrued Expenses
Other Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Other Accrued Expenses | 4. Other Accrued Expenses The following table summarizes the other accrued expenses at December 31, 2023 and 2022: Schedule of Other Accrued Expenses 2023 2022 For the Years Ended 2023 2022 Accrued payroll and taxes $ 719,460 $ 314,160 Accrued vacation 92,985 69,077 Accrued directors’ fees 2,330,589 1,945,589 Accrued other expenses 97,402 75,186 Total Other Accrued Expenses $ 3,240,436 $ 2,404,012 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 5. Convertible Notes Payable The following summarizes convertible note activity during the years ended December 31, 2023 and 2022: 2021 Financing Schedule of Convertible Notes Payable Non-Related Party Related Party Face Amount Face Amount Total Balance as of January 1, 2022 $ 1,260,000 $ 200,000 $ 1,460,000 Issuance 550,000 325,000 875,000 Conversion (1,260,000 ) - (1,260,000 ) Balance as of December 31, 2022 550,000 525,000 1,075,000 Convertible notes payable, beginning balance 550,000 525,000 1,075,000 Conversion (550,000 ) (325,000 ) (875,000 ) Balance as of December 31, 2023 $ - $ 200,000 $ 200,000 Convertible notes payable, ending balance $ - $ 200,000 $ 200,000 2022 Financing Non-Related Party Related Party Face Amount Face Amount Total Balance as of January 1, 2022 $ - $ - $ - Issuance 75,000 677,500 752,500 Balance as of December 31, 2022 75,000 677,500 752,500 Convertible notes payable, beginning balance 75,000 677,500 752,500 Issuance 800,000 1,675,000 2,475,000 Conversion (75,000 ) (677,500 ) (752,500 ) Balance as of December 31, 2023 $ 800,000 $ 1,675,000 $ 2,475,000 Convertible notes payable, ending balance $ 800,000 $ 1,675,000 $ 2,475,000 2021 Financing On August 13, 2021, the Board approved a Financing Term Sheet (the “2021 Term Sheet”), which set forth the terms under which the Company will use its best efforts to arrange for financing of a maximum of $ 5,000,000 Pursuant to the 2021 Term Sheet, the 2021 Notes will either be paid back, convert into shares of the Company’s Series D-1 Preferred Stock, or convert into Company equity securities and/or debt instruments of certain future financings on or before twelve months after the issue date of a 2021 Note, subject to certain exceptions. The 2021 Financing is in the form of unsecured convertible loans from the investors and evidenced by convertible promissory notes (individually, a “2021 Note” and collectively, the “2021 Notes”). In addition to customary provisions, the 2021 Notes will contain the following provisions: (i) The 2021 Notes bear interest at the rate of eight percent ( 8 (ii) In the event there is a change of control of the Board, the term of the 2021 Notes will be accelerated and all amounts due under the 2021 Notes may be immediately due and payable at the investors’ option; (iii) The outstanding principal amount and interest payment under the 2021 Notes may be paid back at maturity at the investors’ option; (iv) The outstanding principal amount and interest payable under the 2021 Notes are convertible at the investors’ option into shares of Series D-1 Preferred Stock at a price per share equal to $ 2.862 10 (v) In the event the Company conducts a qualified equity or debt financing and the Company receives gross proceeds in the aggregate amount of $ 20 The embedded conversion options associated with the 2021 Notes do not require bifurcation and treatment as a derivative liability. On September 20, 2022, the Board approved the closure of the 2021 Financing. Through December 31, 2023, the Company received aggregate proceeds of $ 2,335,000 , of which $ 525,000 is from related party investors (an officer and director of the Company), in connection with the 2021 Notes. For the years ended December 31, 2023 and 2022, the Company recorded interest expense of $ 46,189 and $ 147,340 , respectively, related to the 2021 Notes. 2022 Financing On September 20, 2022, the Board approved a Financing Term Sheet (the “2022 Term Sheet”), which set forth the terms under which the Company will use its best efforts to arrange for financing of a maximum of $ 5,000,000 (the “2022 Financing”), which amounts will be obtained in several tranches. Through December 31, 2023, the Company received proceeds of $ 3,227,500 , of which $ 2,352,500 was from a related party investor (a Company director) in connection with the 2022 Notes. For the years ended December 31, 2023 and 2022, the Company recorded interest expense of $ 159,466 9,514 Pursuant to the 2022 Term Sheet, the 2022 Notes (defined below) will convert into shares of the Company’s Series D-1 Preferred Stock twelve months after the issue date of a 2022 Note, subject to certain exceptions. The 2022 Financing will be in the form of unsecured convertible loans from the investors (the “2022 Note Investors”) and evidenced by convertible promissory notes (individually, a “2022 Note” and collectively, the “2022 Notes”). In addition to customary provisions, the 2022 Notes will contain the following provisions: (i) The 2022 Notes will bear interest at the rate of eight percent ( 8 (ii) In the event there is a change of control of the Board, the term of the 2022 Notes will be accelerated and all amounts due under the 2022 Notes may be immediately due and payable at the 2022 Note Investors’ option; (iii) The outstanding principal amount and interest payable under the 2022 Notes may be convertible at the 2022 Note Investors’ option into shares of Series D-1 Preferred Stock at a price per share equal to $ 2.862 10 (iv) The outstanding principal amount and interest payable under the 2022 Notes will be automatically convertible into shares of the Company’s Series D-1 Preferred Stock twelve (12) months after the issue date of a 2022 Note. The embedded conversion options associated with the 2022 Notes do not require bifurcation and treatment as a derivative liability. 2022 Conversions of 2021 Notes into Preferred Stock The following summarizes the conversion activity during the year ended December 31, 2022: Schedule of Conversion of Notes into Preferred Stock Series D-1 Preferred Stock Principal converted $ 1,260,000 Accrued interest converted 101,640 Total converted $ 1,361,640 Conversion price $ 2.862 Total shares 475,766 During the year ended December 31, 2022, principal and interest in the aggregate amount of $ 1,361,640 475,766 2.862 2023 Conversions of 2021 Notes into Preferred Stock The following summarizes the conversion activity during the year ended December 31, 2023: Series D-1 Preferred Stock Principal converted $ 875,000 Accrued interest converted 70,464 Total converted $ 945,464 Conversion price $ 2.862 Total shares 330,354 During the year ended December 31, 2023, principal and interest in the aggregate amount of $ 945,464 330,354 2.862 2023 Conversions of 2022 Notes into Preferred Stock The following summarizes the conversion activity during the year ended December 31, 2023: Series D-1 Preferred Stock Principal converted $ 752,500 Accrued interest converted 60,598 Total converted $ 813,098 Conversion price $ 2.862 Total shares 284,117 During the year ended December 31, 2023, principal and interest in the aggregate amount of $ 813,098 284,117 2.862 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | 6. Notes Payable The Company obtained short-term financing from AFCO Insurance Premium Finance for our commercial insurance policies. As of December 31, 2023 and December 31, 2022, the balance of the note payable was $ 277,815 and $ 239,394 , respectively. For the years ended December 31, 2023 and 2022, the Company recorded interest expense of $ 5,650 3,409 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions During the years ended December 31, 2023 and 2022, the Company accrued Capital Strategists consulting fees of $ 254,400 and $ 254,400 , respectively, for services rendered. 445,200 212,000 Director fees for Mr. Horowitz for the years ending December 31, 2023 and 2022 were $ 75,000 75,000 431,250 356,250 See Note 5 for details of other related party transactions. Director fees during the years ended December 31, 2023 and 2022 were $ 385,000 385,000 2,330,589 1,945,589 |
Short-term Receivables
Short-term Receivables | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Short-term Receivables | 8. Short-term Receivables Receivables at December 31, 2023 and 2022, include the Australian VAT tax credit and approximately $ 2,100,000 2,100,000 |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Deficit | 9. Stockholders’ Deficit Authorized Capital As of December 31, 2023, the Company was authorized to issue 1,000,000,000 shares of common stock, $ 0.001 par value, and 25,000,000 shares of preferred stock, $ 0.001 par value. The holders of the Company’s common stock are entitled to one vote per share. The preferred stock is designated as follows: 12,374,000 11,241,000 1,385,000 Series D and Series D-1 Preferred Stock The preferred stock is designated as follows: 12,374,000 11,241,000 The rights, preferences and privileges of the Series D Preferred Stock and Series D-1 Preferred Stock (collectively, the “D-Series Preferred Stock”) are set forth in their respective Certificates of Designation. Rank The Series D Preferred Stock and the Series D-1 Preferred Stock rank pari passu pari passu Dividends The D-Series Preferred Stock does not have any dividend preference but are entitled to receive, on a pari passu Liquidation Preference Upon the occurrence of the liquidation, winding-up or dissolution of the Company or certain mergers, corporate reorganizations, or sales of the Company’s assets (each, a “Company Event”), holders of D-Series Preferred Stock will be entitled to receive a liquidation preference before any distributions are made to holders of any other class or series of the Company’s capital stock junior to the D-Series Preferred Stock. If a Company Event occurs within two years of June 20, 2021 (the “Date of Issuance”), the holders of D-Series Preferred Stock will receive, for each share of D-Series Preferred Stock, an amount in cash equal to the Original Issue Price (as defined in the respective Certificates of Designation) multiplied by four. If a Company Event occurs from and after the second anniversary of the Date of Issuance, the holders of D-Series Preferred Stock will receive, for each share of D-Series Preferred Stock, an amount in cash equal to the Original Issue Price multiplied by six. The Original Issue Price for the Series D Preferred Stock is $ 0.2862 2.862 Voting Rights Holders of shares of D-Series Preferred Stock will vote together with the holders of common stock as a single class. Each share of Series D Preferred Stock carries the right to one vote per share. Each share of Series D-1 Preferred Stock carries the right to ten votes per share. The Company is not permitted to amend, alter or repeal its Certificate of Incorporation or bylaws in a manner adverse to the relative rights, preferences, qualifications, limitations or restrictions of the D-Series Preferred Stock without the affirmative vote of a majority of the votes entitled to be cast by holders of outstanding shares of D-Series Preferred Stock, voting together as a single class with each share of D-Series Convertible Preferred Stock having a number of votes equal to the number of shares of common stock then issuable upon conversion of such share of D-Series Preferred Stock. Conversion The Series D Preferred Stock is convertible at the option of the holders thereof into shares of common stock based on a one-for-one conversion ratio. The Series D-1 Preferred Stock is convertible at the option of the holders thereof into shares of common stock based on a one-for-ten conversion ratio. The conversion ratio of the D-Series Preferred Stock is subject to adjustment for stock splits and combinations, recapitalizations, reclassifications, reorganizations, mergers, and consolidations. The D-Series Preferred Stock will automatically convert into shares of common stock upon the fifth anniversary of the date of issuance. During the year ended December 31, 2021, the Company received consideration of $ 150,000 52,411 During the year ended December 31, 2022, the Company issued 475,766 1,260,000 101,640 During the year ended December 31, 2023, the Company issued 330,354 875,000 70,464 During the year ended December 31, 2023, the Company issued 284,117 752,500 60,598 Common Stock Issuances During the year ended December 31, 2022, the Company issued an aggregate of 50,000 3,025 During the year ended December 31, 2023, the Company issued an aggregate of 25,000 2,850 |
Stock Incentive Plan and Warran
Stock Incentive Plan and Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Incentive Plan and Warrants | 10. Stock Incentive Plan and Warrants The 2017 Amendment and Restatement of the Provectus Biopharmaceuticals, Inc. 2014 Equity Compensation Plan (the “2017 Equity Compensation Plan”) provides for the issuance of up to 20,000,000 10 16,587,500 There were no stock options granted during the years ended December 31, 2023 and 2022. The following table summarizes option activity during the years ended December 31, 2023 and 2022: Schedule of Option Activity Shares Weighted Average Exercise Price Weighted Average Remaining Life in Years Outstanding and exercisable at January 1, 2022 3,625,000 $ 0.32 Forfeited (200,000 ) 0.86 Outstanding and exercisable at December 31, 2022 3,425,000 $ 0.29 Forfeited (200,000 ) 0.67 Outstanding and exercisable at December 31, 2023 3,225,000 0.27 2.11 As of December 31, 2023, the intrinsic value of outstanding and exercisable options was $ 0 The following table summarizes information about stock options outstanding at December 31, 2023: Schedule of Stock Options Outstanding Options Outstanding Options Exercisable Outstanding Weighted Average Exercisable Number of Remaining Life Number of Exercise Price Options In Years Options $ 0.12 2,425,000 1.90 2,425,000 $ 0.29 100,000 1.90 100,000 $ 0.75 550,000 1.90 550,000 $ 0.88 150,000 0.60 150,000 3,225,000 1.90 3,225,000 Warrants There were no warrants granted during the years ended December 31, 2023 and 2022. The following table summarizes warrant activity during the years ended December 31, 2023 and 2022: Schedule of Warrant Activity Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Outstanding and exercisable at January 1, 2022 512,500 $ 0.92 Forfeited (37,500 ) 0.29 Outstanding and exercisable at December 31, 2022 475,000 $ 0.97 Forfeited (62,500 ) 0.29 Outstanding and exercisable at December 31, 2023 412,500 $ 1.07 0.38 As of December 31, 2023, the intrinsic value of outstanding and exercisable warrants was $ 0 The following table summarizes information about warrants outstanding at December 31, 2023: Schedule of Warrants Outstanding Warrants Outstanding Warrants Exercisable Outstanding Weighted Average Exercisable Number of Remaining Life Number of Exercise Price Warrant In Years Warrants $ 0.29 25,000 0.25 25,000 $ 1.00 18,000 0.39 18,000 $ 1.12 366,000 0.39 366,000 $ 2.00 3,500 0.39 3,500 412,500 0.38 412,500 Holders of the outstanding warrants are not entitled to vote and the exercise prices of such warrants are subject to customary anti-dilution provisions. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The domestic and foreign components of loss before income taxes from operations for the years ended December 31, 2023 and 2022 are as follows: Schedule of Domestic and Foreign Loss Before Income Taxes Years ended December 31 2023 2022 Domestic $ (3,116,233 ) $ (3,550,182 ) Foreign (9,762 ) (4,501 ) Net Pre-Tax Loss $ (3,125,995 ) $ (3,554,683 ) The income tax provision (benefit) consists of the following: Schedule of Income Tax Provision (Benefit) Years ended December 31 2023 2022 Federal: Current $ - $ - Deferred 21.00 % (566,183 ) 538,915 State: Current - - Deferred 5.14 % (138,445 ) 131,778 26.14 % (704,628 ) 670,693 Change in valuation allowance 704,628 (670,693 ) Income tax provision (benefit) $ - $ - The reconciliations between the statutory federal income tax rate and the Company’s effective tax rate are as follows: Schedule of Statutory Federal Income Tax Rate and Effective Tax Rate 2023 2022 Years Ended December 31 2023 2022 Tax benefit at federal statutory rate (21.0 )% (21.0 )% State income taxes, net of federal benefit (5.1 )% (5.1 )% Permanent differences (2.9 )% (3.7 )% Change in valuation allowance 22.5 % (18.6 )% Prior year true-up (3.8 )% (2.3 )% Expiration of federal and state net operating loss carryforwards 10.2 % 49.1 % Expiration of warrants and options 1.1 % 1.0 % Miscellaneous (1.0 )% 0.6 % Effective income tax rate 0.0 % 0.0 % The components of the Company’s deferred income taxes are summarized below: Schedule of Components of Deferred Income Taxes 2023 2022 December 31 2023 2022 Deferred Tax Assets: Net operating loss carryforwards $ 41,888,685 $ 42,012,057 Research and development credit carryovers 3,350,278 3,229,869 Stock-based compensation 118,855 152,813 Intangible assets 425,259 337,558 Capitalized R&D expenditures 817,239 358,897 Contribution carryovers - 10,062 Accrued liabilities 833,876 628,265 Gross deferred tax assets 47,434,192 46,729,521 Deferred Tax Liabilities: Depreciation (2,622 ) (3,915 ) Prepaid expenses (87,794 ) (86,459 ) Gross deferred tax liabilities (90,416 ) (90,374 ) Valuation allowance (47,343,776 ) (46,639,147 ) Deferred tax asset, net of valuation allowance $ - $ - Change in valuation allowance $ (704,628 ) $ 670,693 A valuation allowance against deferred tax assets is required if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets may not be realized. The Company is in the early stages of development and realization of the deferred tax assets is not considered more likely than not. As a result, the Company has recorded a full valuation allowance for the net deferred tax asset. Since inception of the Company on January 17, 2002, the Company has generated federal, state, and Australian tax net operating losses of approximately $ 164 143 158 144.1 20.1 Schedule of Net Operating Loss Year Year of Generated Expiration Amount 2004 2024 $ 3,571,227 2005 2025 5,530,815 2006 2026 7,192,407 2007 2027 10,218,952 2008 2028 7,017,372 2009 2029 9,573,948 2010 2030 10,344,298 2011 2031 11,225,047 2012 2032 11,193,882 2013 2033 10,273,181 2014 2034 9,075,738 2015 2035 17,455,417 2016 2036 19,710,699 2017 2037 11,703,175 2018 N/A 6,255,067 2019 N/A 4,085,063 2020 N/A 4,167,397 2021 N/A 3,167,687 2022 N/A 1,336,826 2023 N/A 1,116,173 Total NOLS $ 164,214,371 State NOLS totaling $ 143.4 Year Year of Generated Expiration Amount 2008 2024 $ 7,106,425 2009 2025 9,680,770 2010 2026 10,440,651 2011 2027 11,362,120 2012 2028 11,311,394 2013 2029 10,381,763 2014 2030 9,278,510 2015 2031 18,547,287 2016 2032 20,166,661 2017 2033 12,131,850 2018 2034 6,455,113 2019 2035 4,211,210 2020 2036 4,234,755 2021 2037 3,232,081 2022 2038 3,758,942 2023 2039 1,116,173 Total NOLS $ 143,415,705 Australia NOLS totaling $ 157,966 Year Generated Year of Expiration Amount 2017 N/A $ 861 2018 N/A 54,101 2019 N/A 13,843 2020 N/A 13,384 2021 N/A 56,351 2022 N/A 4,830 2023 N/A 14,596 Total NOLS $ 157,966 The Company has determined that there are no uncertain tax positions as of December 31, 2023 or 2022. We file income tax returns in the U.S., Tennessee, and Australia. As of December 31, 2023, the U.S. federal and Tennessee tax years open to examination are 2020 through 2023. The Australia income tax return remains open to examination for 2021 through 2023. To date, the Company’s operations conducted by its Australian subsidiary consist primarily of research and development activities. As of December 31, 2023, there were no accumulated earnings and profits in the Company’s foreign subsidiary. At current tax rates, no additional federal income taxes (net of available tax attributes) would be payable if such earnings were to be repatriated. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | 12. Leases Leases The Company leased 4,500 five years 6,100 On June 30, 2022, the lease expired and was not renewed. On June 18, 2022, the Company moved into 2,700 three years 4,053 4,278 Total expense for operating leases for the year ended December 31, 2023 was $ 51,393 34,262 17,131 63,066 42,044 21,022 As of December 31, 2023, the Company had no leases that were classified as a financing lease. As of December 31, 2023, the Company did not have additional operating and financing leases that have not yet commenced. A summary of the Company’s right-of-use assets and liabilities is as follows: Schedule of Right-of-use Assets and Liabilities For The Years Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 44,422 $ 62,944 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ - $ 130,422 Weighted Average Remaining Lease Term Operating leases 1.50 2.50 Weighted Average Discount Rate Operating leases 5.0 % 5.0 8.0 % Future minimum payments under the non-cancellable lease as of December 31, 2023 were as follows: Schedule of Future Minimum Payments Under Non-cancellable Lease Years Amount 2024 $ 50,663 2025 25,669 Total lease payments 76,332 Less: amount representing imputed interest (2,955 ) Present value of lease liability 73,377 Less: current portion (48,077 ) Lease liability, non-current portion $ 25,299 |
401(K) Profit Sharing Plan
401(K) Profit Sharing Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
401(K) Profit Sharing Plan | 13. 401(K) Profit Sharing Plan The Company maintains a retirement plan under Section 401(k) of the Internal Revenue Code, which covers all eligible employees. All employees with U.S. source income are eligible to participate in the plan immediately upon employment. There was no |
Grants
Grants | 12 Months Ended |
Dec. 31, 2023 | |
Grants | |
Grants | 14. Grants On October 25, 2021, the Company received a grant award of $ 2,500,000 from the State of Tennessee for the study of animal cancers and dermatological disorders for the period October 15, 2021 to June 30, 2022 (the “Tennessee Grant” or “Grant”). The Tennessee Grant was pre-funded; therefore, the funds do not need to be used in full by June 30, 2022. The Tennessee Grant was provided as reimbursement of research and development expenses related to the development of animal health drug products. The Company has elected gross presentation of the Tennessee Grant income earned and the related research and development expenses, with Grant income presented as Grant revenue in the period in which it is earned, and qualifying costs presented as research and development expenses included in the Company’s statement of operations in the period that such costs are incurred. As of December 31, 2023, $ 953,248 has been recorded as unearned Grant revenue liability on the accompanying audited consolidated balance sheets. The Company recorded $ 557,710 and $ 989,042 of Grant revenue during the years ended December 31, 2023 and 2022, respectively. 1,510,958 |
License Transactions
License Transactions | 12 Months Ended |
Dec. 31, 2023 | |
License Transactions | |
License Transactions | 15. License Transactions In the third quarter of 2019, the Company entered into a dialog with Bascom Palmer Eye Institute (“BPEI”) regarding collaboration on BPEI’s ophthalmic photodynamic antimicrobial therapy (“PDAT”) using the Company’s pharmaceutical-grade RBS. On February 16, 2022, and later amended on May 11, 2022, the Company entered into an option agreement with the University of Miami (“UM”) for an exclusive worldwide license of intellectual property (“IP”) developed by the Ophthalmic Biophysics Center (“OBC”) of BPEI that included the use of OBC’s PDAT medical device in combination with formulations of the Company’s pharmaceutical-grade RBS for the treatment of bacterial, fungal, and viral infections of the eye. The Company completed the arrangements of this collaboration during the third quarter of 2022, whereby the Company paid $5,000 for the option that expires on May 31, 2023; agreed to pay up to $10,000 of new UM patent expenses for this IP during the period of the option and up to $25,000 of past UM patent expenses for this IP; and entered into a sponsored research agreement with UM on September 16, 2022 to study the combination of OBC’s PDAT and TOP PV-305, a formulation of the Company’s pharmaceutical-grade RBS, for the treatment of infectious keratitis. |
Commitments, Contingencies and
Commitments, Contingencies and Litigation | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Litigation | 16. Commitments, Contingencies and Litigation The Company may, from time to time, be involved in litigation arising in the ordinary course of business which may be expected to be covered by insurance. The Company is not aware of any pending or threatened litigation that, if resolved against the Company, would have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events The Company has evaluated events that have occurred after the balance sheet date and through the date the financial statements were issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed below. Convertible Notes Payable Subsequent to December 31, 2023, the Company entered into 2022 Notes with non-related party investors in the aggregate principal amount of $ 153,000 Subsequent to December 31, 2023, the Company entered into a 2022 Note with a related party investor (a director of the Company) in the aggregate principal amount of $ 815,000 Subsequent to December 31, 2023, the Company paid back $ 75,000 Preferred Stock Subsequent to December 31, 2023, principal and interest in the aggregate amount of $ 648,162 226,474 shares of Series D-1 Convertible Preferred Stock upon automatic conversion of the 2022 Notes. Bruce Horowitz – Resignation and Termination Agreement On March 25, 2024, Bruce Horowitz resigned from the Board and as the Company’s Chief Operating Officer. Mr. Horowitz, through counsel, had requested that the Company pay him $ 977,000 508,000 469,000 250,000 258,000 500,000 250,000 Dominic Rodrigues – Appointment and Independent Contractor Agreement On March 25, 2024, the Board retained Dominic Rodrigues as the Company’s chief operations consultant pursuant to an Independent Contractor Agreement entered into with Mr. Rodrigues. In this role, Mr. Rodrigues will serve as the Company’s principal executive officer and will be paid $ 20,000 License Transactions On March 21, 2024, the Company entered into an exclusive worldwide license for UM’s IP. Details of the license agreement are reported in the Company’s Current Report on Form 8-K filed with the Commission on March 27, 2024. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s significant estimates and assumptions include the recoverability and useful lives of long-lived assets, stock-based compensation, accrued liabilities and the valuation allowance related to the Company’s deferred tax assets. |
Restricted Cash | Restricted Cash Restricted cash consists of a grant award of $ 2,500,000 1,549,777 |
Cash Concentrations | Cash Concentrations Cash and restricted cash are maintained at financial institutions and, at times, balances may exceed federally insured limits of $ 250,000 776,799 1,181,707 |
Equipment and Furnishings, net | Equipment and Furnishings, net Equipment and furnishings are stated at cost less accumulated depreciation. Depreciation of equipment is provided for using the straight-line method over the estimated useful lives of the assets. Computers and office equipment are being depreciated over five years; furniture and fixtures are being depreciated over ten years. Leasehold improvements are amortized over the lesser of (a) the useful life of the asset; or (b) the remaining lease term. Maintenance and repairs are charged to operations as incurred. The Company capitalizes cost attributable to the betterment of property and equipment when such betterment extends the useful life of the assets. |
Long-Lived Assets | Long-Lived Assets The Company reviews the carrying values of its long-lived assets for possible impairment whenever an event or change in circumstances indicates that the carrying amount of the assets may not be recoverable. Any long-lived assets held for disposal are reported at the lower of their carrying amounts or fair value less cost to sell. Management has determined there to be no impairment during the years ended December 31, 2023 and 2022. |
Short-term Receivables | Short-term Receivables Management estimates expected credit losses immediately based on existing economic conditions in addition to current and future economic conditions and events. Receivables are considered past due if full payment is not received by the contractual date. Past due amounts are generally written off against the reserve for uncollectibility only after all collection attempts have been exhausted. As of December 31, 2023 and 2022, there was no |
Grant Revenue | Grant Revenue Grant revenue is recognized when qualifying costs are incurred and there is reasonable assurance that the conditions of the grant have been met. Cash received from grants in advance of incurring qualifying costs is recorded as unearned grant revenue and recognized as grant revenue when qualifying costs are incurred. |
Research and Development | Research and Development Research and development costs are charged to expense when incurred. An allocation of payroll expenses to research and development is made based on a percentage estimate of time spent. The research and development costs include the following: payroll, consulting and contract labor, lab supplies and pharmaceutical preparations, insurance, rent and utilities, and depreciation and amortization. |
Patent Costs | Patent Costs The Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) and such costs are included in general and administrative expenses in the accompanying statements of operations and comprehensive loss. |
Leases | Leases The Company leases properties under operating leases. For leases in effect upon adoption of Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)” at January 1, 2020 and for any leases commencing thereafter, the Company recognizes a liability to make lease payments, the “lease liability”, and an asset representing the right to use the underlying asset during the lease term, the “right-of-use asset”. The lease liability is measured at the present value of the remaining lease payments, discounted at the Company’s incremental borrowing rate. The right-of-use asset is measured at the amount of the lease liability adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term, any unamortized initial direct costs, and any impairment of the right-of-use-asset. Operating lease expense consists of a single lease cost calculated so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis, variable lease payments not included in the lease liability, and any impairment of the right-of-use asset. |
Income Taxes | Income Taxes The Company accounts for income taxes under the liability method in accordance with Accounting Standards Codification (“ASC”) 740 “Income Taxes”. Under this method, deferred income tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established if it is more likely than not that all, or some portion, of deferred income tax assets will not be realized. The Company has recorded a full valuation allowance to reduce its net deferred income tax assets to zero. In the event the Company were to determine that it would be able to realize some or all its deferred income tax assets in the future, an adjustment to the deferred income tax asset would increase income in the period such determination was made. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained upon an examination. Any recognized income tax positions would be measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement would be reflected in the period in which the change in judgment occurs. The Company would recognize any corresponding interest and penalties associated with its income tax positions in income tax expense. There were no income taxes, interest or penalties incurred in 2023 or 2022. |
Convertible Instruments | Convertible Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with ASC Topic 815: Derivatives and Hedging |
Preferred Stock | Preferred Stock The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, preferred shares are classified as stockholders’ deficit. |
Basic and Diluted Loss Per Common Share | Basic and Diluted Loss Per Common Share Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: Schedule of Securities Excluded from Calculation of Weighted Average Dilutive Common Shares 2023 2022 December 31, 2023 2022 Warrants 412,500 475,000 Options 3,225,000 3,425,000 Convertible preferred stock 115,984,217 109,839,507 2021 unsecured convertible notes 831,742 3,973,871 2022 unsecured convertible notes 9,858,239 2,662,523 Total potentially dilutive shares 130,311,698 120,375,901 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Company determines the estimated fair value of amounts presented in these consolidated financial statements using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented in the financial statements are not necessarily indicative of the amounts that could be realized in a current exchange between buyer and seller. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. These fair value estimates were based upon pertinent information available as of December 31, 2023 and 2022. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, restricted cash, receivables, other current assets, accounts payable, unearned grant income, and accrued expenses approximate fair value due to the short-term nature of these instruments. The carrying amounts of our credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 Inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 Inputs use directly or indirectly observable inputs. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability. Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category. As a result, the unrealized gains and losses for assets within the Level 3 category may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in historical company data) inputs. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. |
Foreign Currency Translation | Foreign Currency Translation The Company’s reporting currency is the United States Dollar. The functional currencies of the Company’s operating subsidiaries are their local currencies (United States Dollar and Australian Dollar). Australian Dollar denominated assets and liabilities of $ 13,916 389,540 17,373 383,447 9,763 4,503 The Company engages in foreign currency denominated transactions with its Australian subsidiary. At the date that the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction is measured and recorded in the functional currency of the recording entity using the exchange rate in effect at that date. At each balance sheet date, recorded monetary balances denominated in a currency other than the functional currency are adjusted using the exchange rate at the balance sheet date, with gains or losses recorded in other income or other expense. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date and then is recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. The Company computes the fair value of equity-classified warrants and options granted using the Black-Scholes option pricing model. Option valuation models require the input of highly subjective assumptions including the expected volatility factor of the market price of the Company’s common stock which is determined by reviewing its historical public market closing prices. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” These amendments require a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Public entities with a single reporting segment are required to provide both the new disclosures and all of the existing disclosures required under ASC 280. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Since this new ASU addresses only disclosures, the Company does not expect the adoption of this ASU to have any material effects on its financial condition, results of operations or cash flows. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in ASU 2023-09 are effective for the Company on December 15, 2024, with early adoption permitted. Since this new ASU addresses only disclosures, the Company does not expect the adoption to have any material effects on its financial condition, results of operation or cash flows. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023-09. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) No. 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 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Securities Excluded from Calculation of Weighted Average Dilutive Common Shares | Schedule of Securities Excluded from Calculation of Weighted Average Dilutive Common Shares 2023 2022 December 31, 2023 2022 Warrants 412,500 475,000 Options 3,225,000 3,425,000 Convertible preferred stock 115,984,217 109,839,507 2021 unsecured convertible notes 831,742 3,973,871 2022 unsecured convertible notes 9,858,239 2,662,523 Total potentially dilutive shares 130,311,698 120,375,901 |
Other Accrued Expenses (Tables)
Other Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Expenses | The following table summarizes the other accrued expenses at December 31, 2023 and 2022: Schedule of Other Accrued Expenses 2023 2022 For the Years Ended 2023 2022 Accrued payroll and taxes $ 719,460 $ 314,160 Accrued vacation 92,985 69,077 Accrued directors’ fees 2,330,589 1,945,589 Accrued other expenses 97,402 75,186 Total Other Accrued Expenses $ 3,240,436 $ 2,404,012 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Schedule of Convertible Notes Payable Non-Related Party Related Party Face Amount Face Amount Total Balance as of January 1, 2022 $ 1,260,000 $ 200,000 $ 1,460,000 Issuance 550,000 325,000 875,000 Conversion (1,260,000 ) - (1,260,000 ) Balance as of December 31, 2022 550,000 525,000 1,075,000 Convertible notes payable, beginning balance 550,000 525,000 1,075,000 Conversion (550,000 ) (325,000 ) (875,000 ) Balance as of December 31, 2023 $ - $ 200,000 $ 200,000 Convertible notes payable, ending balance $ - $ 200,000 $ 200,000 Non-Related Party Related Party Face Amount Face Amount Total Balance as of January 1, 2022 $ - $ - $ - Issuance 75,000 677,500 752,500 Balance as of December 31, 2022 75,000 677,500 752,500 Convertible notes payable, beginning balance 75,000 677,500 752,500 Issuance 800,000 1,675,000 2,475,000 Conversion (75,000 ) (677,500 ) (752,500 ) Balance as of December 31, 2023 $ 800,000 $ 1,675,000 $ 2,475,000 Convertible notes payable, ending balance $ 800,000 $ 1,675,000 $ 2,475,000 |
Schedule of Conversion of Notes into Preferred Stock | The following summarizes the conversion activity during the year ended December 31, 2022: Schedule of Conversion of Notes into Preferred Stock Series D-1 Preferred Stock Principal converted $ 1,260,000 Accrued interest converted 101,640 Total converted $ 1,361,640 Conversion price $ 2.862 Total shares 475,766 The following summarizes the conversion activity during the year ended December 31, 2023: Series D-1 Preferred Stock Principal converted $ 875,000 Accrued interest converted 70,464 Total converted $ 945,464 Conversion price $ 2.862 Total shares 330,354 The following summarizes the conversion activity during the year ended December 31, 2023: Series D-1 Preferred Stock Principal converted $ 752,500 Accrued interest converted 60,598 Total converted $ 813,098 Conversion price $ 2.862 Total shares 284,117 |
Stock Incentive Plan and Warr_2
Stock Incentive Plan and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Option Activity | The following table summarizes option activity during the years ended December 31, 2023 and 2022: Schedule of Option Activity Shares Weighted Average Exercise Price Weighted Average Remaining Life in Years Outstanding and exercisable at January 1, 2022 3,625,000 $ 0.32 Forfeited (200,000 ) 0.86 Outstanding and exercisable at December 31, 2022 3,425,000 $ 0.29 Forfeited (200,000 ) 0.67 Outstanding and exercisable at December 31, 2023 3,225,000 0.27 2.11 |
Schedule of Stock Options Outstanding | The following table summarizes information about stock options outstanding at December 31, 2023: Schedule of Stock Options Outstanding Options Outstanding Options Exercisable Outstanding Weighted Average Exercisable Number of Remaining Life Number of Exercise Price Options In Years Options $ 0.12 2,425,000 1.90 2,425,000 $ 0.29 100,000 1.90 100,000 $ 0.75 550,000 1.90 550,000 $ 0.88 150,000 0.60 150,000 3,225,000 1.90 3,225,000 |
Schedule of Warrant Activity | The following table summarizes warrant activity during the years ended December 31, 2023 and 2022: Schedule of Warrant Activity Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Outstanding and exercisable at January 1, 2022 512,500 $ 0.92 Forfeited (37,500 ) 0.29 Outstanding and exercisable at December 31, 2022 475,000 $ 0.97 Forfeited (62,500 ) 0.29 Outstanding and exercisable at December 31, 2023 412,500 $ 1.07 0.38 |
Schedule of Warrants Outstanding | The following table summarizes information about warrants outstanding at December 31, 2023: Schedule of Warrants Outstanding Warrants Outstanding Warrants Exercisable Outstanding Weighted Average Exercisable Number of Remaining Life Number of Exercise Price Warrant In Years Warrants $ 0.29 25,000 0.25 25,000 $ 1.00 18,000 0.39 18,000 $ 1.12 366,000 0.39 366,000 $ 2.00 3,500 0.39 3,500 412,500 0.38 412,500 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Domestic and Foreign Loss Before Income Taxes | The domestic and foreign components of loss before income taxes from operations for the years ended December 31, 2023 and 2022 are as follows: Schedule of Domestic and Foreign Loss Before Income Taxes Years ended December 31 2023 2022 Domestic $ (3,116,233 ) $ (3,550,182 ) Foreign (9,762 ) (4,501 ) Net Pre-Tax Loss $ (3,125,995 ) $ (3,554,683 ) |
Schedule of Income Tax Provision (Benefit) | The income tax provision (benefit) consists of the following: Schedule of Income Tax Provision (Benefit) Years ended December 31 2023 2022 Federal: Current $ - $ - Deferred 21.00 % (566,183 ) 538,915 State: Current - - Deferred 5.14 % (138,445 ) 131,778 26.14 % (704,628 ) 670,693 Change in valuation allowance 704,628 (670,693 ) Income tax provision (benefit) $ - $ - |
Schedule of Statutory Federal Income Tax Rate and Effective Tax Rate | The reconciliations between the statutory federal income tax rate and the Company’s effective tax rate are as follows: Schedule of Statutory Federal Income Tax Rate and Effective Tax Rate 2023 2022 Years Ended December 31 2023 2022 Tax benefit at federal statutory rate (21.0 )% (21.0 )% State income taxes, net of federal benefit (5.1 )% (5.1 )% Permanent differences (2.9 )% (3.7 )% Change in valuation allowance 22.5 % (18.6 )% Prior year true-up (3.8 )% (2.3 )% Expiration of federal and state net operating loss carryforwards 10.2 % 49.1 % Expiration of warrants and options 1.1 % 1.0 % Miscellaneous (1.0 )% 0.6 % Effective income tax rate 0.0 % 0.0 % |
Schedule of Components of Deferred Income Taxes | The components of the Company’s deferred income taxes are summarized below: Schedule of Components of Deferred Income Taxes 2023 2022 December 31 2023 2022 Deferred Tax Assets: Net operating loss carryforwards $ 41,888,685 $ 42,012,057 Research and development credit carryovers 3,350,278 3,229,869 Stock-based compensation 118,855 152,813 Intangible assets 425,259 337,558 Capitalized R&D expenditures 817,239 358,897 Contribution carryovers - 10,062 Accrued liabilities 833,876 628,265 Gross deferred tax assets 47,434,192 46,729,521 Deferred Tax Liabilities: Depreciation (2,622 ) (3,915 ) Prepaid expenses (87,794 ) (86,459 ) Gross deferred tax liabilities (90,416 ) (90,374 ) Valuation allowance (47,343,776 ) (46,639,147 ) Deferred tax asset, net of valuation allowance $ - $ - Change in valuation allowance $ (704,628 ) $ 670,693 |
Schedule of Net Operating Loss | Schedule of Net Operating Loss Year Year of Generated Expiration Amount 2004 2024 $ 3,571,227 2005 2025 5,530,815 2006 2026 7,192,407 2007 2027 10,218,952 2008 2028 7,017,372 2009 2029 9,573,948 2010 2030 10,344,298 2011 2031 11,225,047 2012 2032 11,193,882 2013 2033 10,273,181 2014 2034 9,075,738 2015 2035 17,455,417 2016 2036 19,710,699 2017 2037 11,703,175 2018 N/A 6,255,067 2019 N/A 4,085,063 2020 N/A 4,167,397 2021 N/A 3,167,687 2022 N/A 1,336,826 2023 N/A 1,116,173 Total NOLS $ 164,214,371 Year Year of Generated Expiration Amount 2008 2024 $ 7,106,425 2009 2025 9,680,770 2010 2026 10,440,651 2011 2027 11,362,120 2012 2028 11,311,394 2013 2029 10,381,763 2014 2030 9,278,510 2015 2031 18,547,287 2016 2032 20,166,661 2017 2033 12,131,850 2018 2034 6,455,113 2019 2035 4,211,210 2020 2036 4,234,755 2021 2037 3,232,081 2022 2038 3,758,942 2023 2039 1,116,173 Total NOLS $ 143,415,705 Year Generated Year of Expiration Amount 2017 N/A $ 861 2018 N/A 54,101 2019 N/A 13,843 2020 N/A 13,384 2021 N/A 56,351 2022 N/A 4,830 2023 N/A 14,596 Total NOLS $ 157,966 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of Right-of-use Assets and Liabilities | A summary of the Company’s right-of-use assets and liabilities is as follows: Schedule of Right-of-use Assets and Liabilities For The Years Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 44,422 $ 62,944 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ - $ 130,422 Weighted Average Remaining Lease Term Operating leases 1.50 2.50 Weighted Average Discount Rate Operating leases 5.0 % 5.0 8.0 % |
Schedule of Future Minimum Payments Under Non-cancellable Lease | Future minimum payments under the non-cancellable lease as of December 31, 2023 were as follows: Schedule of Future Minimum Payments Under Non-cancellable Lease Years Amount 2024 $ 50,663 2025 25,669 Total lease payments 76,332 Less: amount representing imputed interest (2,955 ) Present value of lease liability 73,377 Less: current portion (48,077 ) Lease liability, non-current portion $ 25,299 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash | $ 1,026,799 | $ 1,431,707 | $ 3,106,942 |
Restricted cash | 950,223 | 1,410,102 | |
Working capital deficiency | $ 7,652,098 | $ 6,293,198 |
Schedule of Securities Excluded
Schedule of Securities Excluded from Calculation of Weighted Average Dilutive Common Shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 130,311,698 | 120,375,901 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 412,500 | 475,000 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 3,225,000 | 3,425,000 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 115,984,217 | 109,839,507 |
2021 Unsecured Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 831,742 | 3,973,871 |
2022 Unsecured Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 9,858,239 | 2,662,523 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Oct. 25, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Proceeds from grant | $ 2,500,000 | ||
Payment to vendors for expense | $ 1,549,777 | ||
Insured limits | $ 250,000 | ||
Cash in excess FDIC insured amount | 776,799 | $ 1,181,707 | |
Allowance for doubtful accounts | 0 | 0 | |
Foreign currency assets | 13,916 | 17,373 | |
Foreign currency liabilities | 389,540 | 383,447 | |
Foreign currency translation expense and other income accounts | $ 9,763 | $ 4,503 |
Schedule of Other Accrued Expen
Schedule of Other Accrued Expenses (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued payroll and taxes | $ 719,460 | $ 314,160 |
Accrued vacation | 92,985 | 69,077 |
Accrued directors’ fees | 2,330,589 | 1,945,589 |
Accrued other expenses | 97,402 | 75,186 |
Total Other Accrued Expenses | $ 3,240,436 | $ 2,404,012 |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
2021 Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable, beginning balance | $ 1,075,000 | $ 1,460,000 |
Issuance | 875,000 | |
Conversion | (875,000) | (1,260,000) |
Convertible notes payable, ending balance | 200,000 | 1,075,000 |
2021 Convertible Notes Payable [Member] | Nonrelated Party [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable, beginning balance | 550,000 | 1,260,000 |
Issuance | 550,000 | |
Conversion | (550,000) | (1,260,000) |
Convertible notes payable, ending balance | 550,000 | |
2021 Convertible Notes Payable [Member] | Related Party [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable, beginning balance | 525,000 | 200,000 |
Issuance | 325,000 | |
Conversion | (325,000) | |
Convertible notes payable, ending balance | 200,000 | 525,000 |
2022 Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable, beginning balance | 752,500 | |
Issuance | 2,475,000 | 752,500 |
Conversion | (752,500) | |
Convertible notes payable, ending balance | 2,475,000 | 752,500 |
2022 Convertible Notes Payable [Member] | Nonrelated Party [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable, beginning balance | 75,000 | |
Issuance | 800,000 | 75,000 |
Conversion | (75,000) | |
Convertible notes payable, ending balance | 800,000 | 75,000 |
2022 Convertible Notes Payable [Member] | Related Party [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable, beginning balance | 677,500 | |
Issuance | 1,675,000 | 677,500 |
Conversion | (677,500) | |
Convertible notes payable, ending balance | $ 1,675,000 | $ 677,500 |
Schedule of Conversion of Notes
Schedule of Conversion of Notes into Preferred Stock (Details) - Series D-1 Convertible Preferred Stock [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Two Thousand Twenty Two Conversions Of Two Thousand Twenty One Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Principal converted | $ 1,260,000 | |
Accrued interest converted | 101,640 | |
Total converted | $ 1,361,640 | |
Conversion price | $ 2.862 | |
Total shares | 475,766 | |
Two Thousand Twenty Three Conversions Of Two Thousand Twenty One Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Principal converted | $ 875,000 | |
Accrued interest converted | 70,464 | |
Total converted | $ 945,464 | |
Conversion price | $ 2.862 | |
Total shares | 330,354 | |
Two Thousand Twenty Three Conversions Of Two Thousand Twenty Two Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Principal converted | $ 752,500 | |
Accrued interest converted | 60,598 | |
Total converted | $ 813,098 | |
Conversion price | $ 2.862 | |
Total shares | 284,117 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Aug. 13, 2021 | |
Short-Term Debt [Line Items] | ||||||
Proceeds from Convertible Debt | $ 800,000 | $ 625,000 | ||||
Proceeds of related party debt | 1,675,000 | 1,002,500 | ||||
Interest expense | (216,214) | (163,691) | ||||
2021 Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 8% | |||||
Proceeds from Convertible Debt | $ 2,335,000 | |||||
Proceeds of related party debt | 525,000 | |||||
Interest expense | 46,189 | $ 147,340 | ||||
2021 Notes [Member] | Investors [Member] | Series D-1 Convertible Preferred Stock [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Preferred stock price per shares | $ 2.862 | |||||
Conversion of stock share issued | 10 | |||||
Proceeds from debt financing to convert | $ 20,000,000 | |||||
2022 Note [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 8% | |||||
Proceeds from Convertible Debt | 3,227,500 | |||||
Proceeds of related party debt | $ 2,352,500 | |||||
Interest expense | 159,466 | $ 9,514 | ||||
2022 Note [Member] | Investors [Member] | Series D-1 Convertible Preferred Stock [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Preferred stock price per shares | $ 2.862 | |||||
Conversion of stock share issued | 10 | |||||
Two Thousand Twenty Two Conversions Of Two Thousand Twenty One Notes [Member] | Series D-1 Convertible Preferred Stock [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Aggregate amount | $ 1,361,640 | |||||
Number of shares | 475,766 | |||||
Conversion price per share | $ 2.862 | |||||
Two Thousand Twenty Three Conversions Of Two Thousand Twenty One Notes [Member] | Series D-1 Convertible Preferred Stock [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Aggregate amount | $ 945,464 | |||||
Number of shares | 330,354 | |||||
Conversion price per share | $ 2.862 | $ 2.862 | ||||
Two Thousand Twenty Three Conversions Of Two Thousand Twenty Two Notes [Member] | Series D-1 Convertible Preferred Stock [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Aggregate amount | $ 813,098 | |||||
Number of shares | 284,117 | |||||
Conversion price per share | $ 2.862 | $ 2.862 | ||||
2021 Financing [Member] | First and Final Tranche [Member] | 2021 Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Financing arrangement amount | $ 5,000,000 | |||||
2022 [Member] | First and Final Tranche [Member] | 2022 Note [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Financing arrangement amount | $ 5,000,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Notes Payable | $ 277,815 | $ 239,394 |
Interest Expense | $ 5,650 | $ 3,409 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Professional fees | $ 254,400 | $ 254,400 |
Director fees | 385,000 | 385,000 |
Accrued director fees | 2,330,589 | 1,945,589 |
Mr Bruce Horowitz [Member] | ||
Related Party Transaction [Line Items] | ||
Accrued directors fees | 431,250 | 356,250 |
Director [Member] | Mr Bruce Horowitz [Member] | ||
Related Party Transaction [Line Items] | ||
Director fees | 75,000 | 75,000 |
Director [Member] | Capital Strategists [Member] | ||
Related Party Transaction [Line Items] | ||
Professional fees | $ 445,200 | $ 212,000 |
Short-term Receivables (Details
Short-term Receivables (Details Narrative) - Peter Culpepper [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Receivables | $ 2,100,000 | $ 2,100,000 |
Reserve established | $ 2,100,000 | $ 2,100,000 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Preferred Stock, Shares Authorized | 25,000,000 | 25,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Preferred stock, shares Undesignated | 1,385,000 | ||
Consideration | $ 150,000 | ||
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Consideration | |||
Issuance of stock for service, shares | 25,000 | 50,000 | |
Issuance of stock for service, value | $ 2,850 | $ 3,025 | |
Series D Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Shares Authorized | 12,374,000 | 12,374,000 | |
Series D-1 Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Shares Authorized | 11,241,000 | 11,241,000 | |
Series D Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Issue price per share | $ 0.2862 | ||
Series D-1 Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Issue price per share | $ 2.862 | ||
Voting rights, description | Each share of Series D-1 Preferred Stock carries the right to ten votes per share. | ||
Series D-1 Preferred Stock [Member] | 2021 Notes [Member] | |||
Class of Stock [Line Items] | |||
Issuance of stock, shares | 330,354 | 475,766 | |
Conversion value | $ 875,000 | $ 1,260,000 | |
Accrued interest | $ 70,464 | $ 101,640 | |
Series D-1 Preferred Stock [Member] | 2022 Notes [Member] | |||
Class of Stock [Line Items] | |||
Issuance of stock, shares | 284,117 | ||
Conversion of principal | $ 752,500 | ||
Conversion of accrued interest | $ 60,598 | ||
Series D-1 Preferred Stock [Member] | Investor [Member] | |||
Class of Stock [Line Items] | |||
Consideration | $ 150,000 | ||
Issuance of stock, shares | 52,411 |
Schedule of Option Activity (De
Schedule of Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of options outstanding and exercisable, beginning balance | 3,425,000 | 3,625,000 |
Weighted average exercise price outstanding and exercisable, beginning balance | $ 0.29 | $ 0.32 |
Stock options, forfeited | (200,000) | (200,000) |
Weighted average exercise price, forfeited | $ 0.67 | $ 0.86 |
Number of options outstanding and exercisable, ending balance | 3,225,000 | 3,425,000 |
Weighted average exercise price outstanding and exercisable, ending balance | $ 0.27 | $ 0.29 |
Weighted average remaining life in years outstanding and exercisable | 2 years 1 month 9 days |
Schedule of Stock Options Outst
Schedule of Stock Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number Outstanding | 3,225,000 |
Weighted Average Remaining Contractual Life | 1 year 10 months 24 days |
Number Exercisable | 3,225,000 |
Range One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price | $ / shares | $ 0.12 |
Number Outstanding | 2,425,000 |
Weighted Average Remaining Contractual Life | 1 year 10 months 24 days |
Number Exercisable | 2,425,000 |
Range Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price | $ / shares | $ 0.29 |
Number Outstanding | 100,000 |
Weighted Average Remaining Contractual Life | 1 year 10 months 24 days |
Number Exercisable | 100,000 |
Range Three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price | $ / shares | $ 0.75 |
Number Outstanding | 550,000 |
Weighted Average Remaining Contractual Life | 1 year 10 months 24 days |
Number Exercisable | 550,000 |
Range Four [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price | $ / shares | $ 0.88 |
Number Outstanding | 150,000 |
Weighted Average Remaining Contractual Life | 7 months 6 days |
Number Exercisable | 150,000 |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Warrants outstanding and exercisable, beginning balance | 475,000 | 512,500 |
Weighted average exercise price outstanding and exercisable, beginning balance | $ 0.97 | $ 0.92 |
Number of Warrants, forfeited | (62,500) | (37,500) |
Weighted average exercise price, forfeited | $ 0.29 | $ 0.29 |
Warrants outstanding and exercisable, ending balance | 412,500 | 475,000 |
Weighted average exercise price outstanding and exercisable, ending balance | $ 1.07 | $ 0.97 |
Weighted average remaining life in years outstanding and exercisable | 4 months 17 days |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding and exercisable, ending balance | 412,500 |
Weighted average remaining contractual life, warrants exercisable | 4 months 17 days |
Number of warrants, exercisable | 412,500 |
Warrant [Member] | Range One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding, exercise price | $ / shares | $ 0.29 |
Warrants outstanding and exercisable, ending balance | 25,000 |
Weighted average remaining contractual life, warrants exercisable | 3 months |
Number of warrants, exercisable | 25,000 |
Warrant [Member] | Range Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding, exercise price | $ / shares | $ 1 |
Warrants outstanding and exercisable, ending balance | 18,000 |
Weighted average remaining contractual life, warrants exercisable | 4 months 20 days |
Number of warrants, exercisable | 18,000 |
Warrant [Member] | Range Three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding, exercise price | $ / shares | $ 1.12 |
Warrants outstanding and exercisable, ending balance | 366,000 |
Weighted average remaining contractual life, warrants exercisable | 4 months 20 days |
Number of warrants, exercisable | 366,000 |
Warrant [Member] | Range Four [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants outstanding, exercise price | $ / shares | $ 2 |
Warrants outstanding and exercisable, ending balance | 3,500 |
Weighted average remaining contractual life, warrants exercisable | 4 months 20 days |
Number of warrants, exercisable | 3,500 |
Stock Incentive Plan and Warr_3
Stock Incentive Plan and Warrants (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Intrinsic value, option | $ | $ 0 |
Intrinsic value, warrants | $ | $ 0 |
2017 Equity Compensation Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of available for issuance | shares | 16,587,500 |
2017 Equity Compensation Plan [Member] | Maximum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of common stock issuable | shares | 20,000,000 |
Stock options period | 10 years |
Schedule of Domestic and Foreig
Schedule of Domestic and Foreign Loss Before Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (3,116,233) | $ (3,550,182) |
Foreign | (9,762) | (4,501) |
Net Pre-Tax Loss | $ (3,125,995) | $ (3,554,683) |
Schedule of Income Tax Provisio
Schedule of Income Tax Provision (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal: Current | ||
Federal: Deferred tax rate | 21% | 21% |
Federal: Deferred | $ (566,183) | $ 538,915 |
State and local: Current | ||
State and local: Deferred tax rate | 5.14% | |
State and local: Deferred | $ (138,445) | 131,778 |
Effective deferred tax rate | 26.14% | |
Current income tax expense (benefit) | $ (704,628) | 670,693 |
Change in valuation allowance | 704,628 | (670,693) |
Income tax provision (benefit) |
Schedule of Statutory Federal I
Schedule of Statutory Federal Income Tax Rate and Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit at federal statutory rate | (21.00%) | (21.00%) |
State income taxes, net of federal benefit | (5.10%) | (5.10%) |
Permanent differences | (2.90%) | (3.70%) |
Change in valuation allowance | 22.50% | (18.60%) |
Prior year true-up | (3.80%) | (2.30%) |
Expiration of federal and state net operating loss carryforwards | 10.20% | 49.10% |
Expiration of warrants and options | 1.10% | 1% |
Miscellaneous | (1.00%) | 0.60% |
Effective income tax rate | 0% | 0% |
Schedule of Components of Defer
Schedule of Components of Deferred Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Tax Assets: | ||
Net operating loss carryforwards | $ 41,888,685 | $ 42,012,057 |
Research and development credit carryovers | 3,350,278 | 3,229,869 |
Stock-based compensation | 118,855 | 152,813 |
Intangible assets | 425,259 | 337,558 |
Capitalized R&D expenditures | 817,239 | 358,897 |
Contribution carryovers | 10,062 | |
Accrued liabilities | 833,876 | 628,265 |
Gross deferred tax assets | 47,434,192 | 46,729,521 |
Deferred Tax Liabilities: | ||
Depreciation | (2,622) | (3,915) |
Prepaid expenses | (87,794) | (86,459) |
Gross deferred tax liabilities | (90,416) | (90,374) |
Valuation allowance | (47,343,776) | (46,639,147) |
Deferred tax asset, net of valuation allowance | ||
Change in valuation allowance | $ (704,628) | $ 670,693 |
Schedule of Net Operating Loss
Schedule of Net Operating Loss (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Amount | $ 20,100,000 |
Federal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Amount | $ 164,214,371 |
Federal [Member] | 2004 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2024 |
Amount | $ 3,571,227 |
Federal [Member] | 2005 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2025 |
Amount | $ 5,530,815 |
Federal [Member] | 2006 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2026 |
Amount | $ 7,192,407 |
Federal [Member] | 2007 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2027 |
Amount | $ 10,218,952 |
Federal [Member] | 2008 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2028 |
Amount | $ 7,017,372 |
Federal [Member] | 2009 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2029 |
Amount | $ 9,573,948 |
Federal [Member] | 2010 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2030 |
Amount | $ 10,344,298 |
Federal [Member] | 2011 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2031 |
Amount | $ 11,225,047 |
Federal [Member] | 2012 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2032 |
Amount | $ 11,193,882 |
Federal [Member] | 2013 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2033 |
Amount | $ 10,273,181 |
Federal [Member] | 2014 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2034 |
Amount | $ 9,075,738 |
Federal [Member] | 2015 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2035 |
Amount | $ 17,455,417 |
Federal [Member] | 2016 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2036 |
Amount | $ 19,710,699 |
Federal [Member] | 2017 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2037 |
Amount | $ 11,703,175 |
Federal [Member] | 2018 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Amount | 6,255,067 |
Federal [Member] | 2019 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Amount | 4,085,063 |
Federal [Member] | 2020 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Amount | 4,167,397 |
Federal [Member] | 2021 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Amount | 3,167,687 |
Federal [Member] | 2022 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Amount | 1,336,826 |
Federal [Member] | 2023 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Amount | 1,116,173 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
Amount | $ 143,415,705 |
State and Local Jurisdiction [Member] | 2008 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2024 |
Amount | $ 7,106,425 |
State and Local Jurisdiction [Member] | 2009 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2025 |
Amount | $ 9,680,770 |
State and Local Jurisdiction [Member] | 2010 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2026 |
Amount | $ 10,440,651 |
State and Local Jurisdiction [Member] | 2011 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2027 |
Amount | $ 11,362,120 |
State and Local Jurisdiction [Member] | 2012 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2028 |
Amount | $ 11,311,394 |
State and Local Jurisdiction [Member] | 2013 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2029 |
Amount | $ 10,381,763 |
State and Local Jurisdiction [Member] | 2014 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2030 |
Amount | $ 9,278,510 |
State and Local Jurisdiction [Member] | 2015 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2031 |
Amount | $ 18,547,287 |
State and Local Jurisdiction [Member] | 2016 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2032 |
Amount | $ 20,166,661 |
State and Local Jurisdiction [Member] | 2017 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2033 |
Amount | $ 12,131,850 |
State and Local Jurisdiction [Member] | 2018 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2034 |
Amount | $ 6,455,113 |
State and Local Jurisdiction [Member] | 2019 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2035 |
Amount | $ 4,211,210 |
State and Local Jurisdiction [Member] | 2020 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2036 |
Amount | $ 4,234,755 |
State and Local Jurisdiction [Member] | 2021 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2037 |
Amount | $ 3,232,081 |
State and Local Jurisdiction [Member] | 2022 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2038 |
Amount | $ 3,758,942 |
State and Local Jurisdiction [Member] | 2023 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Year expired | 2039 |
Amount | $ 1,116,173 |
Australian [Member] | |
Operating Loss Carryforwards [Line Items] | |
Amount | 157,966 |
Australian [Member] | 2017 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Amount | 861 |
Australian [Member] | 2018 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Amount | 54,101 |
Australian [Member] | 2019 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Amount | 13,843 |
Australian [Member] | 2020 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Amount | 13,384 |
Australian [Member] | 2021 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Amount | 56,351 |
Australian [Member] | 2022 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Amount | 4,830 |
Australian [Member] | 2023 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Amount | $ 14,596 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Tax net operating losses | $ 20,100,000 |
Income tax examination, description | the U.S. federal and Tennessee tax years open to examination are 2020 through 2023. The Australia income tax return remains open to examination for 2021 through 2023. |
Federal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Tax net operating losses | $ 164,214,371 |
Federal [Member] | Between 2024 and 2037 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Tax net operating losses | 144,100,000 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
Tax net operating losses | 143,415,705 |
State and Local Jurisdiction [Member] | Between 2024 and 2037 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Tax net operating losses | 143,400,000 |
Australian [Member] | |
Operating Loss Carryforwards [Line Items] | |
Tax net operating losses | $ 157,966 |
Schedule of Right-of-use Assets
Schedule of Right-of-use Assets and Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases | $ 44,422 | $ 62,944 |
Right-of-use assets obtained in exchange for lease obligations: Operating leases | $ 130,422 | |
Weighted Average Remaining Lease Term: Operating leases | 1 year 6 months | 2 years 6 months |
Weighted Average Discount Rate: Operating leases | 5% | |
Minimum [Member] | ||
Weighted Average Discount Rate: Operating leases | 5% | |
Maximum [Member] | ||
Weighted Average Discount Rate: Operating leases | 8% |
Schedule of Future Minimum Paym
Schedule of Future Minimum Payments Under Non-cancellable Lease (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
2024 | $ 50,663 | |
2025 | 25,669 | |
Total lease payments | 76,332 | |
Less: amount representing imputed interest | (2,955) | |
Present value of lease liability | 73,377 | |
Less: current portion | (48,077) | $ (44,422) |
Lease liability, non-current portion | $ 25,299 | $ 73,376 |
Leases (Details Narrative)
Leases (Details Narrative) | 6 Months Ended | 12 Months Ended | ||
Jun. 18, 2022 USD ($) ft² | Jun. 30, 2022 USD ($) ft² | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Research and Development Expense [Member] | ||||
Operating lease, expense | $ 34,262 | $ 42,044 | ||
General and Administrative Expense [Member] | ||||
Operating lease, expense | 17,131 | 21,022 | ||
Property Subject to Operating Lease [Member] | ||||
Operating lease, expense | $ 51,393 | $ 63,066 | ||
Knoxville, Tennessee [Member] | ||||
Area of land | ft² | 2,700 | 4,500 | ||
Lessee, operating lease, term of contract | 3 years | 5 years | ||
Rent expenses per month | $ 6,100 | |||
Knoxville, Tennessee [Member] | Minimum [Member] | ||||
Rent expenses per month | $ 4,053 | |||
Knoxville, Tennessee [Member] | Maximum [Member] | ||||
Rent expenses per month | $ 4,278 |
401(K) Profit Sharing Plan (Det
401(K) Profit Sharing Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Contributions to 401(K) Profit Sharing Plan | $ 0 | $ 0 |
Grants (Details Narrative)
Grants (Details Narrative) - USD ($) | 12 Months Ended | ||
Oct. 25, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Grants | |||
[custom:ProceedsFromGrantAwardForStudyOfAnimalCancerAndDermatological] | $ 2,500,000 | ||
Unearned grant revenue liability | $ 953,248 | $ 1,510,958 | |
Revenue from Contract with Customer, Excluding Assessed Tax | $ 557,710 | $ 989,042 |
License Transactions (Details N
License Transactions (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 | |
License Transactions | |
[custom:LicenseTransactionDescription] | The Company completed the arrangements of this collaboration during the third quarter of 2022, whereby the Company paid $5,000 for the option that expires on May 31, 2023; agreed to pay up to $10,000 of new UM patent expenses for this IP during the period of the option and up to $25,000 of past UM patent expenses for this IP; and entered into a sponsored research agreement with UM on September 16, 2022 to study the combination of OBC’s PDAT and TOP PV-305, a formulation of the Company’s pharmaceutical-grade RBS, for the treatment of infectious keratitis. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Mar. 28, 2024 | Mar. 25, 2024 | Mar. 28, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||||
Employee compensation | $ 385,000 | $ 385,000 | ||||
Subsequent Event [Member] | Resignation Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Payment to employees | $ 977,000 | |||||
Subsequent Event [Member] | Independent Contractor Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Payment to employees | 508,000 | |||||
Subsequent Event [Member] | Horowitz Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Accrued director fees | 469,000 | |||||
Subsequent Event [Member] | Termination Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Payment to employees | 250,000 | |||||
Discounted second payment | $ 500,000 | 258,000 | ||||
Subsequent Event [Member] | Appointment And Independent Contractor Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Employee compensation | $ 20,000 | |||||
Subsequent Event [Member] | Series D-1 Convertible Preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate amount | $ 648,162 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 226,474 | |||||
Subsequent Event [Member] | 2022 Note [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument face amount | $ 153,000 | $ 153,000 | ||||
Subsequent Event [Member] | 2022 Note [Member] | Director [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument face amount | 815,000 | $ 815,000 | ||||
Subsequent Event [Member] | 2021 Notes [Member] | Investor [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Repayments of related party debt | $ 75,000 |