Mosaic ImmunoEngineering (CPMV) 10-Q 5 May 21 2021 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 04, 2021
Cover [Abstract]
Entity Registrant Name	Mosaic ImmunoEngineering Inc.
Entity Central Index Key	0000836564
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		7,228,093
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
Entity Small Business	true
Entity Emerging Growth	false
Entity file number	000-22182
Entity state of incorporation	DE
Shell Company	false
Interactive Data Current	Yes

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 210,000	$ 352,738
Prepaid expenses and other current assets	31,452	51,349
Investment in affiliated company	0	27,637
Refundable income taxes	26,078	26,078
Total current assets	267,530	457,802
Total assets	267,530	457,802
Current liabilities:
Accounts payable	90,444	86,014
Accrued payable to founders	49,997	49,997
Derivative liability	83,500	83,500
Accrued expenses and other	998,730	660,832
Total current liabilities	1,222,671	880,343
Total liabilities	1,222,671	880,343
Stockholders' deficit
Preferred stock value	0	0
Common stock, $0.00001 par value: 100,000,000 shares authorized: 7,228,093 and 805,803 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively	72	8
Additional paid-in capital	694,383	420,198
Accumulated deficit	(1,649,597)	(842,754)
Total stockholders' deficit	(955,141)	(422,541)
Total liabilities and stockholders' deficit	267,530	457,802
Series A Preferred Stock [Member]
Stockholders' deficit
Preferred stock value	0	6
Series B Preferred Stock [Member]
Stockholders' deficit
Preferred stock value	$ 1	$ 1

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Preferred stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	7,228,093	805,803
Common stock, shares outstanding	7,228,093	805,803
Series A Preferred Stock [Member]
Preferred stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	630,000	630,000
Preferred stock, shares issued	0	630,000
Preferred stock, shares outstanding	0	630,000
Series B Preferred Stock [Member]
Preferred stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	70,000	70,000
Preferred stock, shares issued	70,000	70,000
Preferred stock, shares outstanding	70,000	70,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	Mar. 31, 2020		Mar. 31, 2021
Operating expenses:
Research and development	$ 0	[1]	$ 246,148
General and administrative	471	[1]	558,300
Total operating expenses	471	[1]	804,448
Other income:
Interest income	0	[1]	5
Total other income	0	[1]	5
Loss before provision for income taxes	(471)	[1]	(804,443)
Provision for income taxes	0	[1]	2,400
Net loss	$ (471)	[1]	$ (806,843)
Basic loss per common share	$ 0	[1]	$ (0.15)
Diluted loss per common share	$ 0	[1]	$ (0.15)
Weighted average number of common shares outstanding - basic	0		5,224,357
Weighted average number of common shares outstanding - diluted	0		5,224,357
[1]	Private Mosaic was incorporated on March 30, 2020.

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)		Common Stock Subscribed	Class A Common Stock	Class B Common Stock	Series A Convertible Voting Preferred Stock	Series B Convertible Voting Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, shares at Mar. 29, 2020	[1]
Beginning balance, value at Mar. 29, 2020	[1]
Common stock subscribed		63								63
Share-based compensation	[1]									0
Net loss									(471)	(471)	[1]
Ending balance, shares at Mar. 31, 2020
Ending balance, value at Mar. 31, 2020		$ 63							(471)	(408)
Beginning balance, shares at Dec. 31, 2020					630,000	70,000	805,803
Beginning balance, value at Dec. 31, 2020					$ 6	$ 1	$ 8	420,198	(842,754)	(422,541)
Conversion of Series A Convertible Voting Preferred Stock, shares					(630,000)		6,422,290
Conversion of Series A Convertible Voting Preferred Stock, value					$ (6)		$ 64	(58)
Share-based compensation								274,243		274,243
Net loss									(806,843)	(806,843)
Ending balance, shares at Mar. 31, 2021						70,000	7,228,093
Ending balance, value at Mar. 31, 2021						$ 1	$ 72	$ 694,383	$ (1,649,597)	$ (955,141)
[1]	Private Mosaic was incorporated on March 30, 2020.

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	Mar. 31, 2020		Mar. 31, 2021
Operating activities:
Net loss	$ (471)	[1]	$ (806,843)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	0	[1]	274,243
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	0	[1]	19,897
Accounts payable	0		4,430
Accrued payable to founders	471	[1]	0
Accrued expenses and other	0	[1]	337,898
Net cash used in operating activities	0	[1]	(170,375)
Investing activities:
Proceeds from dissolution of affiliate	0	[1]	27,637
Net cash provided by investing activities	0	[1]	27,637
Net decrease in cash and cash equivalents	0	[1]	(142,738)
Cash and cash equivalents, beginning of period	0	[1]	352,738
Cash and cash equivalents, end of period	0	[1]	210,000
Supplemental disclosure of non-cash financing activities:
Common stock subscribed and not yet issued	63	[1]	0
Conversion of Series A Convertible Voting Preferred Stock to common stock	0	[1]	64
Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes	$ 0	[1]	$ 0
[1]	Private Mosaic was incorporated on March 30, 2020.

1. Organization and Business

1. Organization and Business	3 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business	1. Organization and Business Organization Mosaic ImmunoEngineering Inc. (the “Company,” “combined company,” “Mosaic,” “we,” “us,” or “our”), formerly known as Patriot Scientific Corporation, is a corporation organized under Delaware law on March 24, 1992. The Company is an early-stage biotechnology company focused on a novel platform technology using immunostimulatory nanotechnology-based therapeutics and vaccines to treat and prevent cancer and infectious diseases. The Company has two wholly owned subsidiaries: Mosaic ImmunoEngineering Development Company (formerly referred to as Private Mosaic in connection with the Reverse Merger), a corporation organized under Delaware law on March 30, 2020 (date of inception) and Patriot Data Solutions Group, Inc., an inactive subsidiary of PTSC. Patriot Data Solutions Group (formerly known as Crossflo Systems, Inc.) was acquired in September 2008 and was previously engaged in data-sharing services and products primarily in the public safety and government sector. During April 2012, PTSC sold substantially all of our assets in Patriot Data Solutions Group. On August 21, 2020, we completed a reverse merger transaction pursuant to a stock purchase agreement by and between PTSC (now known as Mosaic ImmunoEngineering Inc.) and Private Mosaic as further described below. Stock Purchase Agreement On August 19, 2020, Patriot Scientific Corporation (now known as Mosaic ImmunoEngineering Inc.) and Private Mosaic entered into a stock purchase agreement (“Stock Purchase Agreement”), whereby one of the wholly owned subsidiaries of Patriot Scientific Corporation merged with and into Private Mosaic, with Private Mosaic surviving as a wholly owned subsidiary of Patriot Scientific Corporation (the “Reverse Merger”) (see Note 2). The transaction closed on August 21, 2020 (“Closing Date”) in accordance with the terms of the Stock Purchase Agreement. On the Closing Date, Patriot Scientific Corporation acquired 100% of the issued and outstanding common stock of Private Mosaic, representing 630,000 shares of its Class A common stock (“Class A Stock”) and 70,000 shares of its Class B common stock (“Class B Stock”) (collectively referred to as “Target Common Stock”). In exchange for the Target Common Stock, the holders of the Class A Stock received 630,000 shares of Patriot Scientific Corporation’s (now known as Mosaic ImmunoEngineering Inc.) Series A Convertible Voting Preferred Stock (“Series A Preferred”) and holders of the Class B Stock received 70,000 shares of Patriot Scientific Corporation’s (now known as Mosaic ImmunoEngineering Inc.) Series B Convertible Voting Preferred Stock (“Series B Preferred”). Each share of Series A Preferred converts into 10.194106 shares of common stock of the Company and possesses full voting rights, on an as-converted basis, as the common stock of the Company, as defined in the Series A Certificate of Designation (see Note 7). Each share of Series B Preferred converts into 11.46837 shares of common stock (as adjusted for the Reverse Stock Split) of the Company, possesses full voting rights, on an as-converted basis, as the common stock of the Company and contains certain anti-dilution rights, as defined in the Series B Certificate of Designation. On a fully diluted, as converted basis, the holders of Series A Preferred and Series B Preferred, in aggregate, own approximately 90% of the issued and outstanding shares of common stock of the Company. Private Mosaic was determined to be the accounting acquirer based upon the terms of the Stock Purchase Agreement and other factors including: (i) Private Mosaic stockholders owned 90% of the combined organization immediately following the Closing Date, (ii) Private Mosaic directors held a majority of board seats in the combined organization and (iii) Private Mosaic management held all key positions in the management of the combined company. Reverse Stock Split On October 21, 2020 and October 22, 2020, our Board of Directors and majority shareholders, respectively, approved the Reverse Stock Split of one (1) share of our common stock for every 500 shares of our common stock (“1-for-500”). On November 30, 2020, we filed the Amended and Restated Certificate to effect a Reverse Stock Split on December 2, 2020, whereby every 500 shares of the Company’s issued and outstanding common stock were combined into one share of its common stock, except to the extent that the Reverse Stock Split resulted in any of the Company’s stockholders owning a fractional share, which was rounded up to the next highest whole share. In connection with the Reverse Stock Split, there was no change in the par value per share of $0.00001. The accompanying condensed consolidated financial statements and notes give retroactive effect to the reverse stock split for all periods presented. Liquidity and Management’s Plans The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. At March 31, 2021, the Company had cash and cash equivalents of $210,000 and has not yet generated any revenues. Therefore, our ability to continue our operations is highly dependent on our ability to raise capital to fund future operations. We anticipate, based on currently proposed plans and assumptions that our cash and cash equivalents on hand will not satisfy our operational and capital requirements through twelve months from the filing date of this quarterly report on Form 10-Q. There are a number of uncertainties associated with our ability to raise additional capital and we have no current arrangements with respect to any additional financing. In addition, the continuation of disruptions caused by COVID-19 may cause investors to slow down or delay their decision to deploy capital based on volatile market conditions which will adversely impact our ability to fund future operations. Consequently, there can be no assurance that any additional financing on commercially reasonable terms, or at all, will be available when needed. The inability to obtain additional capital will delay our ability to conduct our business operations. Any additional equity financing may involve substantial dilution to our then existing stockholders. The above matters raise substantial doubt regarding our ability to continue as a going concern.

2. Significant Accounting Polic

2. Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	2. Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America. All intercompany accounts and transactions have been eliminated. In conjunction with the Reverse Merger, Private Mosaic’s historical results of operations replaced PTSC’s historical results of operations for all periods prior to the Reverse Merger and, for all periods following the Reverse Merger, the results of operations of the combined company are included in the Company’s unaudited condensed consolidated financial statements. Since Private Mosaic was incorporated on March 30, 2020, prior year financial information covers the period March 30, 2020 (date of inception) to March 31, 2020. In addition, operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair presentation of the results for the interim period presented. Segment Reporting The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. No revenue has been generated since inception, and all tangible assets are held in the United States. Reverse Merger On August 21, 2020, Private Mosaic completed a Reverse Merger with PTSC pursuant to which Private Mosaic merged into PTSC (see Note 1). Due to the nominal assets and limited operations of PTSC prior to the Reverse Merger, the transaction was treated as a reverse acquisition under the provision of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 whereby Private Mosaic became the accounting acquirer (legal acquiree) and PTSC was treated as the accounting acquiree (legal acquirer). As the transaction was treated as a reverse asset acquisition, no intangibles, including goodwill, were recognized. The net tangible assets acquired and liabilities assumed totaled $374,435 which were acquired by Private Mosaic in connection with the transaction and were recorded at their estimated acquisition date fair values as of the Closing Date, as follows: Cash and cash equivalents $ 427,971 Restricted cash and cash equivalents 177,244 Refundable income taxes 26,078 Prepaid expenses and other current assets 10,402 Investment in affiliated company 32,739 Accounts payable, accrued expenses and other (299,999 ) Net assets acquired $ 374,435 Cash and Cash Equivalents We consider all highly liquid investments acquired with a maturity of three months or less from the purchase date to be cash equivalents. In vestment in Affiliated Company We had a 50% interest in Phoenix Digital Solutions LLC (“PDS”). On September 29, 2020, the managing members of PDS agreed to wind up and dissolve PDS as the underlying intellectual property was not deemed enforceable by the managing members. During the quarter ended March 31, 2021, the remaining assets of PDS were distributed to its members (see Note 4) Financial Instruments and Concentrations of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents. We invest our cash and cash equivalents primarily in money market funds. Cash and cash equivalents are maintained with high quality financial institutions, which are regularly monitored by management. At times, deposits held with financial institutions may exceed the amount of insurance provided by the Federal Deposit Insurance Corporation and the Securities Investor Protection Corporation. We perform ongoing evaluations of these financial institutions to limit our concentration of risk exposure. Fair Value of Financial Instruments Our financial instruments consist principally of cash and cash equivalents, accounts payable, accrued payable to founders, derivative liability, and accrued expenses and other. The carrying value of these financial instruments, except for the derivative liability, approximates fair value because of the immediate or short-term maturity of the instruments. We record the derivative liability at fair value (see Note 3). Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates 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 expenses during the reporting period. Significant estimates in these unaudited condensed consolidated financial statements include those related to the fair value of the anti-dilution issuance rights liability (derivative liability), the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. In addition, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to the inherent uncertainty involved in making such accounting estimates and assumptions, the actual financial statement results could differ materially from such accounting estimates and assumptions. Assessment of Contingent Liabilities We may be involved in various legal matters, disputes, and patent infringement claims which arise in the ordinary course of our business. We accrue for any estimated losses at the time when we can make a reliable estimate of such loss and it is probable that it has been incurred. By their very nature, contingencies are difficult to estimate. We continually evaluate information related to all contingencies to determine that the basis on which we have recorded our estimated exposure is appropriate. Share-Based Compensation We account for Restricted Stock Units (“RSUs”) and other share-based awards granted under our equity compensation plan in accordance with the authoritative guidance for share-based compensation. The fair value of RSUs is measured at the grant date based on the closing market price of our common stock on the date of grant and is recognized as expense on a straight-line basis over the period of vesting. Forfeitures are recognized as a reduction of share-based compensation expense as they occur. At March 31, 2021, there were no outstanding share-based awards with market or performance conditions. In addition, we periodically grant RSUs to non-employee consultants, which we account for in accordance with the authoritative guidance for share-based compensation. The cost of non-employee services received in exchange for share-based awards are measured based on either the fair value of the consideration received or the fair value of the share-based award issued, whichever is more reliably measurable. Basic and Diluted Income (Loss) Per Common Share Basic income (loss) per common share is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is computed by dividing our net income (loss) available to common stockholders by the sum of the weighted average number of common shares outstanding during the period, plus the potential dilutive effects of unvested RSUs and shares of common stock expected to be issued under our Series A Preferred and Series B Preferred outstanding during the period. The potential dilutive effect of unvested RSUs outstanding during the period are calculated in accordance with the treasury stock method, but are excluded if their effect is anti-dilutive. The potential dilutive effect of our Series A Preferred and Series B Preferred outstanding during the period is calculated using the if-converted method assuming the conversion of Series A Preferred and Series B Preferred as of the earliest period reported or at the date of issuance, if later, but are excluded if their effect is anti-dilutive. For the three months ended March 31, 2021, the issuance of 802,786 shares of common stock upon the conversion of Series B Preferred were excluded in the calculation of diluted loss per share as the impact was anti-dilutive during periods of net loss. In addition, for the three months ended March 31, 2021, 336,328 outstanding RSUs were also excluded in the calculation of diluted loss per share as the impact was anti-dilutive during periods of net loss. Since the impact of potentially dilutive securities are anti-dilutive during periods of net loss, there was no difference between basic and diluted loss per common share for the three months ended March 31, 2021 and the period March 30, 2020 (date of inception) to March 31, 2020. Moreover, in connection with an acquisition of Crossflo by PTSC (see Note 1), 5,690 escrow shares were issued that are contingent upon certain representations and warranties made by Crossflo. We exclude these escrow shares from the basic income (loss) per share calculations and would have included the escrowed shares in the diluted income per share calculations if we reported net income. Recently Adopted Accounting Standards In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which simplifies the accounting for income taxes by removing certain exceptions and improving consistent application in certain areas of Topic 740. ASU 2019-12 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020, however, early adoption is permitted. The Company adopted ASU 2018-13 effective January 1, 2021. Implementation of this guidance did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

3. Fair Value of Financial Inst

3. Fair Value of Financial Instruments	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	3. Fair Value of Financial Instruments The Company’s financial instruments consist of money market funds as well as an anti-dilution issuance rights liability pursuant to the License Option Agreement with Case Western Reserve University (“CWRU”) (see Note 6). The anti-dilution issuance rights meet the definition of a derivative under FASB’s ASC Topic 815 and the liability is carried at fair value. Under this authoritative guidance, we are required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. We determine fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment or valuations by third-party professionals. The three levels of inputs that we may use to measure fair value are: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The following tables set forth the fair value of the Company’s financial assets and liabilities by level within the fair value hierarchy as of March 31, 2021 and December 31, 2020: Fair Value Measurements at March 31, 2021 Using Fair Value at Quoted Prices Significant Other Significant Assets: Cash and cash equivalents $ 210,000 $ 210,000 $ – $ – Total assets $ 210,000 $ 210,000 $ – $ – Liabilities: Anti-dilution issuance rights liability $ 83,500 $ – $ – $ 83,500 Total liabilities $ 83,500 $ – $ – $ 83,500 Fair Value Measurements at December 31, 2020 Using Fair Value at Quoted Prices Significant Other Significant Assets: Cash and cash equivalents $ 352,738 $ 352,738 $ – $ – Total assets $ 352,738 $ 352,738 $ – $ – Liabilities: Anti-dilution issuance rights liability $ 83,500 $ – $ – $ 83,500 Total liabilities $ 83,500 $ – $ – $ 83,500 Anti-Dilution Issuance Rights Liability Pursuant to the Series B Preferred Certificate of Designation, the Series B Preferred includes certain anti-dilution issuance rights, whereby the holder will continue to maintain equity ownership equal to 10% of the fully diluted shares of common stock outstanding, calculated on an as converted basis, including all other convertible securities outstanding and reserved for issuance (and excluding stock options issued and outstanding and reserved for issuance under a Board approved employee stock option plan reserving for issuance no more than ten percent (10%) of the outstanding common stock of the Company) until the Company raises approximately $626,000 from the sale of common or preferred stock, or a combination thereof (see Note 6). To determine the estimated fair value of the anti-dilution issuance rights liability, the Company used a Monte Carlo simulation methodology, which models the future movement of stock prices based on several key variables. At the date of issuance on August 21, 2020 (at inception), December 31, 2020 and March 31, 2021, the estimated fair value of the anti-dilution issuance rights was $83,500. We initially recorded the fair value as a derivative liability with a corresponding charge to research and development expense and we will mark-to-market at each reporting period, with changes in fair value recognized in other income (expense) in the consolidated statement of operations at each period-end while this derivative instrument is outstanding. The primary inputs used in valuing the anti-dilution issuance rights liability at inception and upon remeasurement at December 31, 2020 and March 31, 2021, were as follows: March 31, 2021 December 31, 2020 At inception Fair value of common stock (per share) $3.88 $3.25 $3.30 Estimated additional shares of common stock 32,781 31,353 57,462 Expected volatility 130% 90% 135% Expected term (years) 0.25 0.25 0.45 Risk-free interest rate 0.03% 0.09% 0.11% The fair value of the derivative liability was determined by management with the assistance of an independent third-party specialist. The computation of expected volatility was estimated using available information about the historical volatility of stocks of similar publicly traded companies for a period matching the expected term assumption. In addition, the Company incorporated the estimated number of shares, timing, and probability of future equity financings in the calculation of the anti-dilution issuance rights liability.

4. Investment in Affiliated Com

4. Investment in Affiliated Companies	3 Months Ended
	Mar. 31, 2021
Investments in and Advances to Affiliates, Schedule of Investments [Abstract]
Investment in Affiliated Companies	4. Investment in Affiliated Companies Phoenix Digital Solutions, LLC (“PDS”) PDS was formed by PTSC to pursue licensing of its intellectual property and we own 50% of the membership interests of PDS. On September 29, 2020, the members of PDS agreed to wind up and dissolve PDS as the underlying intellectual property was deemed no longer enforceable. In January 2021, the remaining cash on hand of $55,274 was equally distributed to its two members according to the dissolution plan, of which we received proceeds of $27,637

5. Accrued Expenses and Other C

5. Accrued Expenses and Other Current Liabilities; Accrued Payable to Founders	3 Months Ended
	Mar. 31, 2021
Payables and Accruals [Abstract]
Accrued Expenses and Other Current Liabilities; Accrued Payable to Founders	5. Accrued Expenses and Other Current Liabilities; Accrued Payable to Founders Accrued expenses and other current liabilities consisted of the following at March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Accrued compensation $ 614,961 $ 393,431 Accrued consulting 169,000 40,000 Crossflo acquisition liability 177,244 177,244 Other accrued expenses 37,525 50,157 Total accrued expenses and other current liabilities $ 998,730 $ 660,832 In September 2008, PTSC acquired Patriot Data Solutions Group, Inc. formerly known as Crossflo Systems, Inc. (“PDSG”). In connection with an acquisition of Crossflo by PTSC, we have accrued $177,244 that could be payable to Crossflo investors. Accrued Payable to Founders At March 31, 2021 and December 31, 2020, accrued payable to founders of $49,997 represents the overpayment of common stock subscribed. Amounts payable to founders do not earn interest and are not convertible into any other security.

6. License Option Agreement

6. License Option Agreement	3 Months Ended
	Mar. 31, 2021
License Option Agreement
License Option Agreement	6. License Option Agreement On July 1, 2020, we signed a Material Transfer, Evaluation, and Exclusive Option Agreement (“License Option Agreement”) with CWRU, granting the Company the exclusive right to license certain technology covering immunostimulatory nanotechnology-based therapeutics and vaccines to treat and prevent cancer and infectious diseases in humans and for veterinary use. Under the License Option Agreement, CWRU granted the Company the exclusive option for a period of two (2) years to negotiate and enter into a license agreement with CWRU, provided that we meet certain diligence milestones, including but not limited to, (i) delivering a development plan within 18 months, (ii) raising $3 million in either equity, debt, or grant funding, or a combination thereof within 18 months, (iii), generating sufficient preclinical data to support the identification of the initial field of use to support the initial planned clinical indication for the technology, (iv) determining manufacturing processes and cGMP requirements to manufacture the initial product for use in toxicology studies, and (v) identifying required toxicology studies required to support Phase I clinical trials in the initial field of use. In addition, the parties agreed to the royalty rates payable on net sales of licensed products to fall within the range of 4% to 8% and the parties agree to negotiate in good faith on the final licensing terms. Under the License Option Agreement, Private Mosaic issued CWRU 70,000 shares of Class B Common Stock at the fair market value of $7 on the date of issuance, representing 10% of the fully diluted shares of common stock outstanding of Private Mosaic. On August 21, 2020, the Class B Stock was exchanged for shares of Series B Preferred under the Reverse Merger, which included certain anti-dilution rights. Pursuant to the Certificate of Designation, the Series B Preferred holder will continue to maintain ownership equal to 10% of the fully diluted shares of common stock outstanding of the Company, including for such purposes all other convertible securities outstanding and reserved for issuance except stock options issued and outstanding and reserved for issuance under a board approved employee stock option plans reserving for issuance no more than ten percent (10%) of the outstanding common stock of the Company then outstanding, until we initially raise at least $1 million from the sale of either preferred or common stock, or a combination thereof (“Capital Threshold”). In addition, pursuant to the License Option Agreement, net working capital acquired under the Reverse Merger of approximately $374,000 was applied against the Capital Threshold (see Note 2). As of March 31, 2021, the remaining Capital Threshold was approximately $626,000. The anti-dilution issuance rights under the License Option Agreement meet the definition of a derivative instrument under FASB’s ASC Topic 815, “Derivatives and Hedging” (see Note 3 In addition, we are responsible for the reimbursement of all patent fees incurred by CWRU under the License Option Agreement from the effective date of the License Option Agreement. During the three months ended March 31, 2021, we incurred $11,379 in patent legal fees which are included in general and administrative expenses in the accompanying unaudited condensed consolidated financial statements. In addition, if we enter into a license agreement with CWRU, we would be responsible for the reimbursement of all past patent costs incurred by CWRU though the effective date of the License Option Agreement, which amount has been estimated to be approximately $267,000. This amount will be expensed when the Company intends to enter into a license agreement with CWRU.

7. Stockholders' Equity and Sha

7. Stockholders' Equity and Share-Based Compensation	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Stockholders' Equity and Share-Based Compensation	7. Stockholders’ Equity and Share-Based Compensation Stockholders’ Equity The Company’s authorized capital consists of 100,000,000 shares of common stock, par value $0.00001 per share, and 5,000,000 shares of preferred stock, par value $0.00001 per share (“Preferred Stock”). Under the Reverse Merger (as discussed below), we designated and issued 630,000 shares of Series A Convertible Voting Preferred Stock (“Series A Preferred”) and 70,000 shares of Series B Convertible Voting Preferred Stock (“Series B Preferred”). Preferred Stock Issued under Reverse Merger On the Closing Date of the Reverse Merger (see Note 1), PTSC acquired 100% of the issued and outstanding common stock of Private Mosaic, representing 630,000 shares of its Class A Common Stock and 70,000 shares of its Class B Common Stock (“Target Common Stock”). In exchange for the Target Common Stock, the holders of the Class A Stock received 630,000 shares of the Company’s Series A Preferred and holders of the Class B Stock received 70,000 shares of the Company’s Series B Preferred. Series A Preferred On August 21, 2020, the Company issued 630,000 shares of Series A Preferred (classified as permanent equity), in exchange for 630,000 shares of Class A Common Stock of Private Mosaic. Each share of Series A Preferred has a par value of $0.00001 per share, no dividend rate, a stated value of $6.50 per share, and each share of Series A Preferred converts into 10.194106 shares of common stock of the Company (“Series A Conversion Number”). In addition, the Series A Preferred possesses full voting rights, on an as-converted basis, as the common stock of the Company, as defined in the Series A Certificate of Designation. On January 29, 2021, 630,000 shares of Series A Preferred automatically converted into and aggregate 6,422,290 shares of common stock upon the effectiveness of a registration statement registering the resale of the underlying shares. The registration statement on Form S-3 was declared effective by the SEC on January 29, 2021. Series B Preferred On August 21, 2020, the Company issued 70,000 shares of Series B Preferred (classified as permanent equity), in exchange for 70,000 shares of Class B Common Stock of Private Mosaic. Each share of Series B Preferred has a par value of $0.00001 per share, no dividend rate, a stated value of $6.50 per share, and each share of Series B Preferred converts into 11.46837 shares of common stock of the Company (“Series B Conversion Number”). In addition, the Series B Preferred possesses full voting rights, on an as-converted basis, as the common stock of the Company, as defined in the Series B Certificate of Designation. Furthermore, the Series B Preferred does not have any mandatory conversion rights and only converts upon written notice from the holder. The Series B Preferred also includes certain anti-dilution rights (“anti-dilution issuance rights”), whereby the holder of Series B Preferred will continue to maintain ownership equal to 10% of the fully diluted shares of common stock outstanding, including for such purposes all other convertible securities outstanding and reserved for issuance except equity awards issued and outstanding and reserved for issuance under a board approved equity compensation plan reserving for issuance no more than ten percent (10%) of the outstanding common stock of the Company then outstanding, until we raise at least $1 million from the sale of either preferred or common stock, or a combination thereof (“Capital Threshold”). In addition, pursuant to the License Option Agreement, any net working capital acquired under a reverse merger or acquisition shall be applied against the Capital Threshold. The net working capital of PTSC on the Closing Date was approximately $374,000 (see Note 2). As such, the remaining Capital Threshold was approximately $626,000 as of March 31, 2021. The anti-dilution issuance rights meet the definition of a derivative instrument under FASB’s ASC Topic 815 (see Note 3). In the event of any Liquidation Event, the Holders of Series B Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of common stock, an amount per share in cash equal to the greater of (x) the stated value of $6.50 for each share of Series B Preferred then held by the holder or (y) the amount payable per share of common stock which such holder of Series B Preferred would have received if such Holder had converted to common stock immediately prior to the Liquidation Event. Share-Based Compensation 2020 Omnibus Incentive Plan On October 21, 2020, we adopted our 2020 Omnibus Incentive Plan (the “2020 Plan”) and on October 22, 2020, the 2020 Plan was approved by our stockholders. The 2020 Plan was adopted to promote our long-term success and the creation of stockholder value by motivating participants, through equity incentive awards, to achieve long-term success in our business. The 2020 Plan permits the discretionary award of stock options, restricted stock, RSUs, and other equity awards to selected participants. On the first anniversary date from the adoption date of the 2020 Plan (or October 21, 2021), the number of shares of common stock reserved for issuance under the 2020 Plan shall automatically increase to 20% of the fully diluted shares of common stock outstanding, including shares of common stock reserved for issuance under convertible securities, such as the shares issuable upon the conversion of Series B Preferred, as calculated on an as-converted basis. As of March 31, 2021, we have initially reserved 802,785 shares of common stock for issuance under the 2020 Plan, of which 336,328 were subject to outstanding RSUs and 466,457 shares were available for future grants of share-based awards. The cost of all share-based awards will be recognized in the consolidated financial statements based on the fair value of the awards. The fair value of stock option awards will be determined using the Black-Scholes valuation model on the date of grant. The fair value of restricted stock awards and RSUs will be equal to the closing market price of our common stock on the date of grant. The Company will generally recognize share-based compensation expense over the period of vesting or period that services will be provided for all time-based awards. During the three months ended March 31, 2021, the Company recognized $274,243 in share-based compensation expense, of which, $40,536 was included in research and development and $233,707 was included in general and administrative in the accompanying unaudited condensed consolidated financial statements. There was no share-based compensation expense recognized during the period ended March 31, 2020. The following summarizes our RSUs transaction activity for the three months ended March 31, 2021: Shares Weighted Average Grant Date Fair Value Outstanding at January 1, 2021 336,328 $ 3.30 Granted – – Vested – – Forfeited – – Outstanding at March 31, 2021 336,328 $ 3.30 As of March 31, 2021, the total estimated unrecognized compensation cost related to non-vested RSUs was approximately $790,000. This cost is expected to be recognized over the remaining weighted average vesting period of 0.86 years.

8. Commitments and Contingencie

8. Commitments and Contingencies	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	8. Commitments and Contingencies Legal Matters While the Company is not involved in any litigation as of March 31, 2021, the Company may be involved in various lawsuits and claims arising in the ordinary course of business, including actions with respect to intellectual property, employment, and contractual matters. Any litigation could have a material adverse effect on the Company’s business, financial condition, results of operations, and/or cash flows in the period in which the unfavorable outcome occurs or becomes probable, and potentially in future periods. Indemnification We have made certain guarantees and indemnities, under which we may be required to make payments to a guaranteed or indemnified party. We indemnify our directors, officers, employees, and agents to the maximum extent permitted under the laws of the State of Delaware. The duration of the guarantees and indemnities varies, and in many cases is indefinite. These guarantees and indemnities do not provide for any limitation of the maximum potential future payments we could be obligated to make. Historically, we have not been obligated to make any payments for these obligations and no liabilities have been recorded for these guarantees and indemnities in the accompanying unaudited condensed consolidated balance sheets. Escrow Shares On August 31, 2009, we gave notice to the former shareholders of Crossflo and Union Bank of California (the “Escrow Agent”) under Section 2.5 of the Agreement and Plan of Merger between us and Crossflo (the “Agreement”), outlining damages incurred by us in conjunction with the acquisition of Crossflo, and seeking the return of 5,690 shares of our common stock held by the Escrow Agent. Subsequently, former shareholders of Crossflo, representing a majority of the escrowed shares responded in protest to our claim, delaying the release of the escrowed shares until a formal resolution is reached. In the event we fail to prevail in our claim against the escrowed shares, we may be obligated to deposit into escrow approximately $256,000 of cash consideration due to the decline in our average stock price over the one-year escrow period calculated in accordance with Section 2.5 of the Agreement. We have evaluated the potential for loss regarding our claim and believe that it is probable that the resolution of this issue will not result in a material obligation to the Company, although there is no assurance of this. Accordingly, we have not recorded a liability for this matter. Patent Expenses Under the License Option Agreement (see Note 6), if we enter into a license agreement with CWRU, we would be responsible for the reimbursement of all past patent costs incurred by CWRU though the date of the License Option Agreement, which amount has been estimated to be approximately $267,000. This amount will be expensed when the Company intends to enter into a license agreement with CWRU.

9. Related Parties

9. Related Parties	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
Related Parties	9. Related Parties During the seven months ended December 31, 2020, the Company’s Board of Directors approved to enter into consulting agreements with Nicole Steinmetz, Ph.D., acting Chief Scientific Officer, Dr. Steinmetz’s spouse, and Steve Fiering, Ph.D., each a co-founder of Private Mosaic and greater than 5% shareholder of the Company (“Related Parties”), for their scientific contributions towards advancing the technology platforms, in the monthly amounts of $5,000, $2,500, and $2,500, respectively. While there were no mutually signed consulting agreements in place as of March 31, 2021 (see Note 10), we expensed $30,000 in research and development expenses for the three months ended March 31, 2021. As of March 31, 2021, we accrued $70,000 in aggregate in consulting fees provided by the Related Parties, which amount is included in accrued expenses and other in the accompanying unaudited condensed consolidated financial statements. There were no related party expenses during the period ended March 31, 2020.

10. Subsequent Events

10. Subsequent Events	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	10. Subsequent Events During April 2021, we granted an aggregate of 104,788 RSUs to non-employee consultants of the Company under the 2020 Plan, including 5,357 RSUs granted to Dr. Steinmetz under her consulting agreement. Each RSU represents the contingent right to receive, upon vesting, one share of the Company’s common stock. The RSUs granted to Dr. Steinmetz will vest on August 31, 2022 and the remaining RSUs will vest one year from the date of grant. The aggregate fair market value on the date of grant was approximately $363,000 based on the closing price of our common stock on the date of grant. In addition, during April 2021, the Company entered into consulting agreements with each of the Related Parties for a period of two years commencing September 1, 2020. Pursuant to the agreements, Dr. Steinmetz will be paid $5,000 per month beginning September 1, 2020 as acting Chief Scientific Officer. In addition, Dr. Steinmetz’s spouse and Steve Fiering, Ph.D. will each be paid $2,500 per month commencing September 1, 2020. The Related Parties have each agreed to defer 85% of their respective consulting fees until the Company is able to secure at least $4 million in aggregate funding. In exchange for the deferral of consulting payments, the Company agreed to grant each of the Related Parties RSU’s with a fair market value equal to 20% of their deferred cash compensation as of the closing date of the financing. The number of RSU’s to be granted will be calculated based on the closing price of the Company’s common stock on the closing date of the financing and will vest one-year from the date of grant. We have evaluated subsequent events after the consolidated balance sheet date and through the filing date of this Quarterly Report on Form 10-Q, and based on our evaluation, management has determined that no other subsequent events have occurred that would require recognition in the accompanying unaudited condensed consolidated financial statements or disclosure in the notes thereto other than as disclosed herein and in the accompanying notes.

2. Significant Accounting Pol_2

2. Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America. All intercompany accounts and transactions have been eliminated. In conjunction with the Reverse Merger, Private Mosaic’s historical results of operations replaced PTSC’s historical results of operations for all periods prior to the Reverse Merger and, for all periods following the Reverse Merger, the results of operations of the combined company are included in the Company’s unaudited condensed consolidated financial statements. Since Private Mosaic was incorporated on March 30, 2020, prior year financial information covers the period March 30, 2020 (date of inception) to March 31, 2020. In addition, operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair presentation of the results for the interim period presented.
Segment Reporting	Segment Reporting The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. No revenue has been generated since inception, and all tangible assets are held in the United States.
Reverse Merger	Reverse Merger On August 21, 2020, Private Mosaic completed a Reverse Merger with PTSC pursuant to which Private Mosaic merged into PTSC (see Note 1). Due to the nominal assets and limited operations of PTSC prior to the Reverse Merger, the transaction was treated as a reverse acquisition under the provision of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 whereby Private Mosaic became the accounting acquirer (legal acquiree) and PTSC was treated as the accounting acquiree (legal acquirer). As the transaction was treated as a reverse asset acquisition, no intangibles, including goodwill, were recognized. The net tangible assets acquired and liabilities assumed totaled $374,435 which were acquired by Private Mosaic in connection with the transaction and were recorded at their estimated acquisition date fair values as of the Closing Date, as follows: Cash and cash equivalents $ 427,971 Restricted cash and cash equivalents 177,244 Refundable income taxes 26,078 Prepaid expenses and other current assets 10,402 Investment in affiliated company 32,739 Accounts payable, accrued expenses and other (299,999 ) Net assets acquired $ 374,435
Cash and Cash Equivalents	Cash and Cash Equivalents We consider all highly liquid investments acquired with a maturity of three months or less from the purchase date to be cash equivalents.
Investment in Affiliated Company	In vestment in Affiliated Company We had a 50% interest in Phoenix Digital Solutions LLC (“PDS”). On September 29, 2020, the managing members of PDS agreed to wind up and dissolve PDS as the underlying intellectual property was not deemed enforceable by the managing members. During the quarter ended March 31, 2021, the remaining assets of PDS were distributed to its members (see Note 4)
Financial Instruments and Concentrations of Credit Risk	Financial Instruments and Concentrations of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents. We invest our cash and cash equivalents primarily in money market funds. Cash and cash equivalents are maintained with high quality financial institutions, which are regularly monitored by management. At times, deposits held with financial institutions may exceed the amount of insurance provided by the Federal Deposit Insurance Corporation and the Securities Investor Protection Corporation. We perform ongoing evaluations of these financial institutions to limit our concentration of risk exposure.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Our financial instruments consist principally of cash and cash equivalents, accounts payable, accrued payable to founders, derivative liability, and accrued expenses and other. The carrying value of these financial instruments, except for the derivative liability, approximates fair value because of the immediate or short-term maturity of the instruments. We record the derivative liability at fair value (see Note 3).
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates 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 expenses during the reporting period. Significant estimates in these unaudited condensed consolidated financial statements include those related to the fair value of the anti-dilution issuance rights liability (derivative liability), the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. In addition, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to the inherent uncertainty involved in making such accounting estimates and assumptions, the actual financial statement results could differ materially from such accounting estimates and assumptions.
Assessment of Contingent Liabilities	Assessment of Contingent Liabilities We may be involved in various legal matters, disputes, and patent infringement claims which arise in the ordinary course of our business. We accrue for any estimated losses at the time when we can make a reliable estimate of such loss and it is probable that it has been incurred. By their very nature, contingencies are difficult to estimate. We continually evaluate information related to all contingencies to determine that the basis on which we have recorded our estimated exposure is appropriate.
Share-Based Compensation	Share-Based Compensation We account for Restricted Stock Units (“RSUs”) and other share-based awards granted under our equity compensation plan in accordance with the authoritative guidance for share-based compensation. The fair value of RSUs is measured at the grant date based on the closing market price of our common stock on the date of grant and is recognized as expense on a straight-line basis over the period of vesting. Forfeitures are recognized as a reduction of share-based compensation expense as they occur. At March 31, 2021, there were no outstanding share-based awards with market or performance conditions. In addition, we periodically grant RSUs to non-employee consultants, which we account for in accordance with the authoritative guidance for share-based compensation. The cost of non-employee services received in exchange for share-based awards are measured based on either the fair value of the consideration received or the fair value of the share-based award issued, whichever is more reliably measurable.
Basic and Diluted Income (Loss) Per Common Share	Basic and Diluted Income (Loss) Per Common Share Basic income (loss) per common share is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is computed by dividing our net income (loss) available to common stockholders by the sum of the weighted average number of common shares outstanding during the period, plus the potential dilutive effects of unvested RSUs and shares of common stock expected to be issued under our Series A Preferred and Series B Preferred outstanding during the period. The potential dilutive effect of unvested RSUs outstanding during the period are calculated in accordance with the treasury stock method, but are excluded if their effect is anti-dilutive. The potential dilutive effect of our Series A Preferred and Series B Preferred outstanding during the period is calculated using the if-converted method assuming the conversion of Series A Preferred and Series B Preferred as of the earliest period reported or at the date of issuance, if later, but are excluded if their effect is anti-dilutive. For the three months ended March 31, 2021, the issuance of 802,786 shares of common stock upon the conversion of Series B Preferred were excluded in the calculation of diluted loss per share as the impact was anti-dilutive during periods of net loss. In addition, for the three months ended March 31, 2021, 336,328 outstanding RSUs were also excluded in the calculation of diluted loss per share as the impact was anti-dilutive during periods of net loss. Since the impact of potentially dilutive securities are anti-dilutive during periods of net loss, there was no difference between basic and diluted loss per common share for the three months ended March 31, 2021 and the period March 30, 2020 (date of inception) to March 31, 2020. Moreover, in connection with an acquisition of Crossflo by PTSC (see Note 1), 5,690 escrow shares were issued that are contingent upon certain representations and warranties made by Crossflo. We exclude these escrow shares from the basic income (loss) per share calculations and would have included the escrowed shares in the diluted income per share calculations if we reported net income.
Recently Adopted Accounting Standards	Recently Adopted Accounting Standards In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which simplifies the accounting for income taxes by removing certain exceptions and improving consistent application in certain areas of Topic 740. ASU 2019-12 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020, however, early adoption is permitted. The Company adopted ASU 2018-13 effective January 1, 2021. Implementation of this guidance did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Schedule of assets acquired and liabilities assumed	The net tangible assets acquired and liabilities assumed totaled $374,435 which were acquired by Private Mosaic in connection with the transaction and were recorded at their estimated acquisition date fair values as of the Closing Date, as follows: Cash and cash equivalents $ 427,971 Restricted cash and cash equivalents 177,244 Refundable income taxes 26,078 Prepaid expenses and other current assets 10,402 Investment in affiliated company 32,739 Accounts payable, accrued expenses and other (299,999 ) Net assets acquired $ 374,435

3. Fair Value of Financial In_2

3. Fair Value of Financial Instruments (Tables)	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value of financial assets and liabilities	The following tables set forth the fair value of the Company’s financial assets and liabilities by level within the fair value hierarchy as of March 31, 2021 and December 31, 2020: Fair Value Measurements at March 31, 2021 Using Fair Value at Quoted Prices Significant Other Significant Assets: Cash and cash equivalents $ 210,000 $ 210,000 $ – $ – Total assets $ 210,000 $ 210,000 $ – $ – Liabilities: Anti-dilution issuance rights liability $ 83,500 $ – $ – $ 83,500 Total liabilities $ 83,500 $ – $ – $ 83,500 Fair Value Measurements at December 31, 2020 Using Fair Value at Quoted Prices Significant Other Significant Assets: Cash and cash equivalents $ 352,738 $ 352,738 $ – $ – Total assets $ 352,738 $ 352,738 $ – $ – Liabilities: Anti-dilution issuance rights liability $ 83,500 $ – $ – $ 83,500 Total liabilities $ 83,500 $ – $ – $ 83,500
Schedule of assumptions used	The primary inputs used in valuing the anti-dilution issuance rights liability at inception and upon remeasurement at December 31, 2020 and March 31, 2021, were as follows: March 31, 2021 December 31, 2020 At inception Fair value of common stock (per share) $3.88 $3.25 $3.30 Estimated additional shares of common stock 32,781 31,353 57,462 Expected volatility 130% 90% 135% Expected term (years) 0.25 0.25 0.45 Risk-free interest rate 0.03% 0.09% 0.11%

5. Accrued Expenses and Other_2

5. Accrued Expenses and Other Current Liabilities (Tables)	3 Months Ended
	Mar. 31, 2021
Payables and Accruals [Abstract]
Schedule of accrued expenses and other current liabilities	Accrued expenses and other current liabilities consisted of the following at March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Accrued compensation $ 614,961 $ 393,431 Accrued consulting 169,000 40,000 Crossflo acquisition liability 177,244 177,244 Other accrued expenses 37,525 50,157 Total accrued expenses and other current liabilities $ 998,730 $ 660,832

7. Stockholders' Equity and S_2

7. Stockholders' Equity and Share-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Schedule of Restricted Stock Unit Activity	The following summarizes our RSUs transaction activity for the three months ended March 31, 2021: Shares Weighted Average Grant Date Fair Value Outstanding at January 1, 2021 336,328 $ 3.30 Granted – – Vested – – Forfeited – – Outstanding at March 31, 2021 336,328 $ 3.30

1. Organization and Business (D

1. Organization and Business (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Aug. 21, 2020	Nov. 30, 2020	Mar. 31, 2021	Dec. 31, 2020
Reverse stock split		1-for-500
Cash and cash equivalents			$ 210,000	$ 352,738
Mosaic ImmunoEngineering [Member] | Series A Preferred Stock [Member]
Stock exchanged, shares issued	630,000
Each share of Preferred stock converts into PTSC common stock	10.194106
Mosaic ImmunoEngineering [Member] | Common Class A [Member]
Stock exchanged, shares exchanged	(630,000)
Mosaic ImmunoEngineering [Member] | Common Class B [Member]
Stock exchanged, shares exchanged	(70,000)
Mosaic ImmunoEngineering [Member] | Series B Preferred Stock [Member]
Stock exchanged, shares issued	70,000
Each share of Preferred stock converts into PTSC common stock	11.46837

2. Significant Accounting Pol_3

2. Significant Accounting Policies (Details - Reverse Merger) - Patriot Scientific [Member]	Aug. 21, 2020USD ($)
Cash and cash equivalents	$ 427,971
Restricted cash and cash equivalents	177,244
Refundable income taxes	26,078
Prepaid expenses and other current assets	10,402
Investment in affiliated company	32,739
Accounts payable, accrued expenses and other	(299,999)
Net assets acquired	$ 374,435

2. Significant Accounting Pol_4

2. Significant Accounting Policies (Details Narrative)	3 Months Ended
	Mar. 31, 2021shares
Crossflo [Member]
Shares held in escrow	5,690
Preferred Series A and B [Member]
Antidilutive shares	802,786
Restricted Stock Units (RSUs) [Member]
Antidilutive shares	336,328
PDS [Member]
Percentage of investment in affiliated company	50.00%

3. Fair Value of Financial In_3

3. Fair Value of Financial Instruments (Details - Fair Value) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Fair value of assets	$ 210,000	$ 352,738
Fair value of liabilities	83,500	83,500
Cash and cash equivalents [Member]
Fair value of assets	210,000	352,738
Anti-dilution Issuance Rights Liability [Member]
Fair value of liabilities	83,500	83,500
Fair Value Inputs Level 1
Fair value of assets	210,000	352,738
Fair value of liabilities	0	0
Fair Value Inputs Level 1 | Cash and cash equivalents [Member]
Fair value of assets	210,000	352,738
Fair Value Inputs Level 1 | Anti-dilution Issuance Rights Liability [Member]
Fair value of liabilities	0	0
Fair Value Inputs Level 2
Fair value of assets	0	0
Fair value of liabilities	0	0
Fair Value Inputs Level 2 | Cash and cash equivalents [Member]
Fair value of assets	0	0
Fair Value Inputs Level 2 | Anti-dilution Issuance Rights Liability [Member]
Fair value of liabilities	0	0
Fair Value Inputs Level 3
Fair value of assets	0	0
Fair value of liabilities	83,500	83,500
Fair Value Inputs Level 3 | Cash and cash equivalents [Member]
Fair value of assets	0	0
Fair Value Inputs Level 3 | Anti-dilution Issuance Rights Liability [Member]
Fair value of liabilities	$ 83,500	$ 83,500

3. Fair Value of Financial In_4

3. Fair Value of Financial Instruments (Details - Assumption) - $ / shares	3 Months Ended		7 Months Ended
	Mar. 31, 2021	Aug. 21, 2020	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Fair value of common stock (per share)	$ 3.88	$ 3.30	$ 3.25
Estimated additional shares of common stock	32,781	57,462	31,353
Expected volatility	130.00%	135.00%	90.00%
Expected term (years)	2 months 30 days	5 months 12 days	2 months 30 days
Risk-free interest rate	0.03%	0.11%	0.09%

4. Investment in Affiliated C_2

4. Investment in Affiliated Company (Details Narrative) - PDS [Member]	Mar. 31, 2021USD ($)
Equity interest percentage	50.00%
Investment in affiliated company	$ 27,637

5. Accrued Expenses and Other L

5. Accrued Expenses and Other Liabilities (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued compensation	$ 614,961	$ 393,431
Accrued consulting	169,000	40,000
Crossflo acquisition liability	177,244	177,244
Other accrued expenses	37,525	50,157
Total accrued expenses and other current liabilities	$ 998,730	$ 660,832

5. Accrued Expenses and Other_3

5. Accrued Expenses and Other Current Liabilties (Details Narrative) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Accrued payable to founders	$ 49,997	$ 49,997
Overpayment of Common Stock Subscribed [Member]
Accrued payable to founders	$ 49,997	$ 49,997

6. License Option Agreement (De

6. License Option Agreement (Details Narrative) - License Option Agreement [Member]	Mar. 31, 2021USD ($)
Capital threshold remaining	$ 626,000
Patents [Member]
Accrued legal fees	$ 11,379

7. Stockholders' Equity and S_3

7. Stockholders' Equity and Share-Based Compensation (Details - RSU activity) - Restricted Stock Units (RSUs) [Member]	3 Months Ended
	Mar. 31, 2021$ / sharesshares
Number of Options
Number of Options Outstanding, Beginning | shares	336,328
Number of Options Granted | shares	0
Number of Options Vested | shares	0
Number of Options Forfeited | shares	0
Number of Options Outstanding, Ending | shares	336,328
Weighted Average Exercise Price
Weighted Average Exercise Price Outstanding, Beginning | $ / shares	$ 3.30
Weighted Average Exercise Price Granted | $ / shares
Weighted Average Exercise Price Vested | $ / shares
Weighted Average Exercise Price Forfeited | $ / shares
Weighted Average Exercise Price Outstanding, Ending | $ / shares	$ 3.30

7. Stockholders' Equity and S_4

7. Stockholders' Equity and Share-Based Compensation (Details Narrative) - USD ($)	Mar. 31, 2020	[1]	Mar. 31, 2021	Dec. 31, 2020
Stock available for future grants			466,457
Share-based compensation expense	$ 0		$ 274,243
Restricted Stock Units (RSUs) [Member]
Awards outstanding			336,328	336,328
Unrecognized compensation cost			$ 790,000
Weighted average vesting period			10 months 10 days
Research and Development Expense [Member]
Share-based compensation expense			$ 40,536
General and Administrative Expense [Member]
Share-based compensation expense			$ 233,707
2020 Omnibus Incentive Plan
Stock for reserved for Issuance			802,785
Awards outstanding			0
[1]	Private Mosaic was incorporated on March 30, 2020.

8. Commitments and Contingenc_2

8. Commitments and Contingencies (Details Narrative)	Mar. 31, 2021USD ($)
Commitments and Contingencies Disclosure [Abstract]
Possible patent cost liability	$ 267,000

9. Related Parties (Details Nar

9. Related Parties (Details Narrative) - USD ($)	Mar. 31, 2020	[1]	Mar. 31, 2021
Accrued consulting fees			$ 70,000
Research and development expenses	$ 0		246,148
Consulting Agreements [Member]
Research and development expenses			30,000
Nicole Steinmetz [Mermber]
Related party cost			5,000
Steinmetzs spouse [Mermber]
Related party cost			2,500
Steve Fiering [Mermber]
Related party cost			$ 2,500
[1]	Private Mosaic was incorporated on March 30, 2020.