Mosaic ImmunoEngineering (CPMV) S-1 4 Feb 22 IPO registration Financial data

Cover

Cover	12 Months Ended
	Dec. 31, 2021
Cover [Abstract]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	MOSAIC IMMUNOENGINEERING, INC.
Entity Central Index Key	0000836564
Entity Tax Identification Number	84-1070278
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1537 South Novato Blvd
Entity Address, Address Line Two	#5
Entity Address, City or Town	Novato
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94947
City Area Code	(657)
Local Phone Number	208-0890
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 226,142	$ 352,738
Prepaid expenses and other current assets	43,352	51,349
Investment in affiliated company	0	27,637
Refundable income taxes	0	26,078
Total current assets	269,494	457,802
Total assets	269,494	457,802
Current liabilities:
Accounts payable	113,513	86,014
Accrued payable to founders	0	49,997
Derivative liability	104,300	83,500
Accrued compensation	1,391,297	393,431
Accrued expenses and other	724,247	267,401
Total current liabilities	2,333,357	880,343
Convertible notes	735,148	0
Total liabilities	3,068,505	880,343
Stockholders’ deficit:
Common stock, $0.00001 par value: 100,000,000 shares authorized: 7,241,137 and 805,803 shares issued and outstanding at December 31, 2021 and 2020, respectively	72	8
Additional paid-in capital	1,728,148	420,198
Accumulated deficit	(4,527,232)	(842,754)
Total stockholders’ deficit	(2,799,011)	(422,541)
Total liabilities and stockholders’ deficit	269,494	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

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred Stock, Shares Authorized	5,000,000	5,000,000
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	7,241,137	805,803
Common stock, shares outstanding	7,241,137	805,803
Series A Preferred Stock [Member]
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, Shares Authorized	70,000	70,000
Preferred stock, shares issued	70,000	70,000
Preferred stock, shares outstanding	70,000	70,000

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	2 Months Ended	7 Months Ended	12 Months Ended
	May 31, 2020	Dec. 31, 2020	Dec. 31, 2021
Operating expenses:
Research and development	$ 0	$ 342,727	$ 1,456,119
General and administrative	511	492,905	2,045,047
Total operating expenses	511	835,632	3,501,166
Other income (expense):
Interest income	0	91	36
Equity in loss of affiliated company	0	(5,102)	0
Change in valuation of derivative liability	0	0	(20,800)
Non-cash interest expense on convertible notes	0	0	(30,121)
Accretion to redemption value on convertible notes	0	0	(130,027)
Total other expense, net	0	(5,011)	(180,912)
Loss before provision for income taxes	(511)	(840,643)	(3,682,078)
Provision for income taxes	0	1,600	2,400
Net loss	$ (511)	$ (842,243)	$ (3,684,478)
Basic loss per common share	$ 0	$ (1.12)	$ (0.55)
Diluted loss per common share	$ 0	$ (1.12)	$ (0.55)
Weighted average number of common shares outstanding – basic and diluted	0	752,407	6,712,675

Consolidated Statements of Stoc

Consolidated Statements of Stockholders Equity (Deficit) - USD ($)	Series A Convertible Voting Preferred Stock [Member]	Series B Convertible Voting Preferred Stock [Member]	Common Stock [Member]	Class A Common Stock [Member]	Class B Common Stock [Member]	Common Stock Subscribed [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning Balance at Mar. 31, 2020			$ 0			$ 0	$ 0	$ 0	$ 0
Shares, Outstanding, Beginning Balance at Mar. 31, 2020			0
Common stock subscribed and not yet issued to founders			$ 0			63	0	0	63
Net loss								(511)	(511)
Ending Balance at May. 31, 2020	$ 0	$ 0	$ 0	$ 0	$ 0	63	0	(511)	(448)
Shares, Outstanding, Ending Balance at May. 31, 2020	0	0	0	0	0
Issuance of Class A Common Stock to founders	$ 0	$ 0	$ 0	$ 63	$ 0	(63)	0	0	0
Stock Issued During Period, Shares, New Issues				630,000
Issuance of Class B Common Stock under License Option Agreement	0	0	0	$ 0	$ 7	0	0	0	7
Stock Issued During Period, Shares, Purchase of Assets					70,000
Exchange of Class A and Class B Common Stock for Series A and Series B Convertible Voting Preferred Stock under Reverse Merger	$ 6	$ 1	0	$ (63)	$ (7)	0	63	0	0
Stock exchanged, shares issued	630,000	70,000
Stock exchanged, shares exchanged				(630,000)	(70,000)
Net assets acquired under Reverse Merger	$ 0	$ 0	$ 8	$ 0	$ 0	0	374,427	0	374,435
Stock Issued During Period, Shares, Acquisitions			802,786
Issuance of whole shares in lieu of fractional shares from Reverse Stock Split	0	0	$ 0	0	0	0	0	0	0
Issuance of whole shares in lieu of fractional shares from reverse stock split, shares			3,017
Share-based compensation							45,708		45,708
Net loss	0	0	0	0	0	0	0	(842,243)	(842,243)
Ending Balance at Dec. 31, 2020	$ 6	$ 1	$ 8	$ 0	$ 0	0	420,198	(842,754)	(422,541)
Shares, Outstanding, Ending Balance at Dec. 31, 2020	630,000	70,000	805,803	0	0
Common stock subscribed and not yet issued to founders								0	0
Issuance of Class A Common Stock to founders				$ 0	$ 0		0	0	0
Stock Issued During Period, Shares, New Issues
Issuance of Class B Common Stock under License Option Agreement							0	0	0
Stock Issued During Period, Shares, Purchase of Assets
Exchange of Class A and Class B Common Stock for Series A and Series B Convertible Voting Preferred Stock under Reverse Merger							0	0	0
Stock exchanged, shares issued	0	0
Stock exchanged, shares exchanged				0
Net assets acquired under Reverse Merger							0	0	0
Stock Issued During Period, Shares, Acquisitions			0
Issuance of whole shares in lieu of fractional shares from Reverse Stock Split							0	0	0
Issuance of whole shares in lieu of fractional shares from reverse stock split, shares
Conversion of Series A Convertible Voting Preferred Stock	$ (6)	$ 0	$ 64				(58)	0	0
[custom:ConversionOfSeriesConvertibleVotingPreferredStockShares]	(630,000)		6,422,290
Issuance of common stock upon vesting of Restricted Stock Units	$ 0	0	$ 0				0	0	0
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures			13,044
Share-based compensation							1,308,008		1,308,008
Net loss	0	0	0			0	0	(3,684,478)	(3,684,478)
Ending Balance at Dec. 31, 2021	$ 0	$ 1	$ 72	$ 0	$ 0	$ 0	$ 1,728,148	$ (4,527,232)	$ (2,799,011)
Shares, Outstanding, Ending Balance at Dec. 31, 2021	0	70,000	7,241,137

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	2 Months Ended	7 Months Ended	12 Months Ended
	May 31, 2020	Dec. 31, 2020	Dec. 31, 2021
Operating activities:
Net loss	$ (511)	$ (842,243)	$ (3,684,478)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Share-based compensation	0	45,708	1,308,008
Equity in loss of affiliated company	0	5,102	0
Fair value of common stock issued under License Option Agreement	0	7	0
Anti-dilution rights derivative liability expense	0	83,500	0
Change in fair value of derivative liability	0	0	20,800
Non-cash interest on convertible notes	0	0	30,121
Accretion to redemption value on convertible notes	0	0	130,027
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	0	(40,947)	7,997
Refundable income taxes	0	0	26,078
Accounts payable	0	(34,712)	27,499
Accrued payable to founders	1,011	48,986	0
Accrued compensation	0	393,431	997,866
Accrued expenses and other	0	88,128	456,846
Net cash (used in) provided by operating activities	500	(253,040)	(679,236)
Investing activities:
Proceeds from dissolution of affiliate	0	0	27,637
Net cash, cash equivalents and restricted cash acquired in Reverse Merger	0	605,215	0
Net cash provided by investing activities	0	605,215	27,637
Financing activities:
Proceeds from the issuance of convertible notes	0	0	525,003
Proceeds from the issuance of Class A common stock	0	63	0
Net cash provided by financing activities	0	63	525,003
Net (decrease) increase in cash and cash equivalents	500	352,238	(126,596)
Cash and cash equivalents, beginning of period	0	500	352,738
Cash and cash equivalents, end of period	500	352,738	226,142
Supplemental disclosure of non-cash investing and financing activities:
Conversion of Series A Convertible Voting Preferred Stock to common stock	0	0	64
Common stock subscribed and not yet issued	63	0	0
Conversion of accrued payable to founder to convertible note	0	0	49,997
Net liabilities assumed in Reverse Merger, net of cash and restricted cash acquired	0	(230,780)	0
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$ 0	$ 1,600	$ 2,400

Organization and Business

Organization and Business	12 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business	1. Organization and Business 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. We are a development-stage biotechnology company focused on developing and eventually commercializing our proprietary immunomodulator platform technology. Our lead immunomodulator product candidate, MIE-101, is based on a naturally occurring plant virus known as Cowpea mosaic virus (or CPMV) which is believed to be non-infectious in animals including mice, dogs and humans. However, because of its virus protein characteristics and genetic composition, CPMV elicits a strong immune response when delivered directly into tumors as shown in our preclinical studies. Data from numerous mouse cancer models and in companion dogs with naturally occurring tumors show the ability of intratumoral administration of CPMV to result in anti-tumor effects in treated tumors and systemically at other sites of disease through immune activation. MIE-101 is currently in late-stage preclinical development and our goal is to advance MIE-101 into veterinary studies in 2022 and into Phase I clinical trials in 2023, provided we are able to raise sufficient funding. 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. Summary of Significant Events Private Mosaic, a Delaware corporation, was formed on March 30, 2020. On July 1, 2020, we signed a Material Transfer, Evaluation, and Exclusive Option Agreement (“License Option Agreement”) with Case Western Reserve University (“CWRU”), granting us the exclusive right to license technology for a novel platform technology using an immunomodulator platform technology to treat and prevent cancer and infectious diseases in humans and for veterinary use (see Note 6). On August 21, 2020, we closed a Reverse Merger transaction (as discussed below) by and between Patriot Scientific Corporation (now known as Mosaic ImmunoEngineering, Inc.) and Private Mosaic. On November 30, 2020, we filed amended and restated articles of incorporation with the Secretary of State of the State of Delaware (“Amended and Restated Certificate”) to change the name of the Company to Mosaic ImmunoEngineering, Inc. (“Name Change”), to implement a 1-for-500 600 100 575,000 In addition, we plan to file an application with The Nasdaq Stock Market requesting that our common stock and potentially warrants (if applicable to any future offering), be listed on the Nasdaq Capital Market in 2022, provided we are able to meet the initial listing requirements. On June 10, 2021 and June 14, 2021, our Board of Directors and majority shareholders, respectively, approved a Discretionary Reverse Stock Split whereby our Board of Directors have broad authority to implement a future reverse stock split through June 25, 2022 at a ratio ranging from 1-for-2 to 1-for-4 or any number in between in order to potentially achieve compliance with the initial listing requirements of the Nasdaq Stock Market. There is no guarantee that we will be able to achieve compliance with the initial listing requirements or if achieved, we will be able to maintain such listing for any period of time by perpetually satisfying Nasdaq Capital Market’s continued listing requirements (see Note 8). Reverse Merger 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 wholly owned subsidiary of Patriot Scientific Corporation (the “Reverse Merger”). The transaction closed on August 21, 2020 (“Closing Date”) in accordance with the terms of the Stock Purchase Agreement (see Note 2). On the Closing Date, Patriot Scientific Corporation acquired 100% of the issued and outstanding common stock of Private Mosaic, representing 630,000 70,000 630,000 70,000 10.194106 11.46837 The Reverse Merger was treated by the Company as a reverse merger in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). For accounting purposes, Private Mosaic is considered to have acquired PTSC as the accounting acquirer because: (i) Private Mosaic stockholders owned 90% of the combined company, on an as-converted basis, immediately following the Closing Date, (ii) Private Mosaic directors held a majority of board seats in the combined company and (iii) Private Mosaic management held all key positions in the management of the combined company. Accordingly, Private Mosaic’s historical results of operations replaced PTSC’s historical results of operations for all periods prior to the Closing Date of the Reverse Merger and, for all periods following the Closing Date of the Reverse Merger, the results of operations of the combined company are included in the Company’s financial statements. Liquidity and Management’s Plans The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. At December 31, 2021, the Company had cash and cash equivalents of $ 226,142 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of Mosaic ImmunoEngineering, Inc. (formerly known as Patriot Scientific Corporation) and our subsidiaries. All intercompany accounts and transactions among the consolidated entities have been eliminated in the consolidated financial statements. Certain reclassifications have been made to amounts in prior periods to conform to the current period presentation. All reclassifications have been applied consistently to the periods presented. Such reclassifications have no effect on net loss as previously reported. 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 Closing Date of the Reverse Merger, the results of operations of the combined company are included in the Company’s consolidated financial statements. The prior year financial information covers the periods from June 1, 2020 to December 31, 2020 and March 30, 2020 (date of inception) to May 31, 2020 as a result of the change in fiscal year from May 31 st st 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: Schedule of assets acquired and liabilities assumed 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. Investment in Affiliated Company We had a 50 4) We own 100% of the preferred stock of Holocom (see Note 4). Prior to impairment, this investment was accounted for at cost since we do not have the ability to exercise significant influence over the operating and financial policies of Holocom. 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, accrued expenses and other, and convertible notes. The carrying value of these financial instruments, except for the derivative liability and convertible notes, 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). The convertible notes are initially recorded at their amortized cost and are being accreted to their redemption value over the estimated conversion period using the effective interest method (see Note 7). 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 consolidated financial statements include those related to the fair value of the anti-dilution issuance rights liability (derivative liability), the timing of conversion of the convertible notes, 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. Convertible Notes The Company follows ASC 480-10, “Distinguishing Liabilities from Equity” in its evaluation of the accounting for share-settled debt. ASC 480-10-25-14 requires liability accounting for certain financial instruments, including shares that embody an unconditional obligation to transfer a variable number of shares, provided that the monetary value of the obligation is based solely or predominantly on one of the following three characteristics: a) A fixed monetary amount known at inception; b) Variations in something other than the fair value of the issuer’s equity shares; or c) Variations in the fair value of the issuer’s equity shares, but the monetary value to the counterparty moves in the opposite direction as the value of the issuer’s shares Moreover, equity classification was not an appropriate classification for the convertible notes because the underlying terms of the convertible notes do not expose the investors to risks and rewards similar to those of an owner and, therefore, do not create a shareholder relationship. Pursuant to ASC 835-30, the convertible notes were initially recorded at their amortized cost and were accreted to their redemption value over the estimated conversion period using the effective interest method (see Note 7). 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. Patent Costs Patent fees and patent related costs in connection with filing and prosecuting patent applications are expensed as incurred and are classified as general and administrative expenses in the accompanying consolidated financial statements. 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 December 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 B Preferred 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 Convertible Notes and Series A and Series B Preferred outstanding during the period is calculated using the if-converted method assuming the conversion of Convertible Notes and Series A 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. The following table presents common share equivalents excluded from the calculation of diluted net income (loss) per share for the year ended December 31, 2021 and for the seven months ended December 31, 2020, as the effect of their inclusion would have been anti-dilutive during periods of net loss: Schedule of antidilutive shares Year Ended December 31, 2021 Seven Months Ended December 31, 2020 Convertible Notes 161,330 – Series A and Series B Preferred 1,313,050 4,456,589 Unvested RSUs 446,670 23,574 Total 1,921,050 4,480,163 Moreover, in connection with an acquisition of Crossflo by PTSC (see Note 1), 5,690 Income Taxes We follow authoritative guidance in accounting for uncertainties in income taxes. This authoritative guidance prescribes a recognition threshold and measurement requirement for the financial statement recognition of a tax position that has been taken or is expected to be taken on a tax return and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Under this guidance, we may only recognize tax positions that meet a “more likely than not” threshold. We follow authoritative guidance to evaluate whether a valuation allowance should be established against our deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard. In making such judgments, significant weight is given to evidence that can be objectively verified. We assess our deferred tax assets annually under more likely than not scenarios in which they may be realized through future income. In addition, utilization of our net operating loss carryforwards may be subject to an annual limitation due to ownership change limitations that may have occurred as a result of the Reverse Merger, or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). These ownership changes may limit the amount of the net operating loss carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a Company by certain stockholders. Moreover, since we will need to raise substantial additional funding to finance our operations, we may undergo further ownership changes in the future, which could further limit our ability to use net operating loss carryforwards. As a result, if we generate taxable income, our ability to use some of our net operating loss carryforwards to offset U.S. federal taxable income may be subject to limitations, which could result in increased future tax liability to us. With the exception of refundable income taxes, we have determined that it was more likely than not that all of our deferred tax assets will not be realized in the future due to our continuing pre-tax and taxable losses in addition to the potential loss of deferred tax assets as a result of the Reverse Merger (see Note 1). As a result of this determination, we have recorded a full valuation allowance against our deferred tax assets. 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 2019-12 effective January 1, 2021. Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted No new accounting pronouncements issued but not yet adopted are expected to have a material impact on the Company's consolidated financial statements.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	12 Months Ended
	Dec. 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 CWRU (see Note 6). The anti-dilution issuance rights meet the definition of a derivative under FASB’s ASC Topic 815, “Derivatives and Hedging”, 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: Schedule of fair value of financial assets and liabilities Fair Value Measurements at December 31, 2021 Using Fair Value at Quoted Prices Significant Other Significant Assets: Cash and cash equivalents $ 226,142 $ 226,142 $ – $ – Total assets $ 226,142 $ 226,142 $ – $ – Liabilities: Anti-dilution issuance rights derivative liability $ 104,300 $ – $ – $ 104,300 Total liabilities $ 104,300 $ – $ – $ 104,300 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 derivative liability $ 83,500 $ – $ – $ 83,500 Total liabilities $ 83,500 $ – $ – $ 83,500 Anti-Dilution Issuance Rights Derivative 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 we raise approximately $626,000 from the sale of common or preferred stock, or a combination thereof. 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 December 31, 2021, December 31, 2020, and August 21, 2020 (at inception), the estimated fair value of the anti-dilution issuance rights was $104,300, $83,500, and $83,500, respectively. 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 December 31, 2021, December 31, 2020, and at August 21, 2020 (at inception), were as follows: Schedule of assumptions used December 31, 2021 December 31, 2020 At inception Fair value of common stock (per share) $ 1.02 $ 3.25 $ 3.30 Estimated additional shares of common stock 134,229 31,353 57,462 Expected volatility 105 90 135 Expected term (years) 0.25 0.25 0.45 Risk-free interest rate 0.06 0.09 0.11 The fair value of the common stock 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.

Investment in Affiliated Compan

Investment in Affiliated Companies	12 Months Ended
	Dec. 31, 2021
Investments in and Advances to Affiliates [Abstract]
Investment in Affiliated Companies	4. Investment in Affiliated Companies Phoenix Digital Solutions, LLC (“PDS”) PDS was previously formed by PTSC to pursue licensing of its intellectual property. We owned 50 representing $ 27,637 Based on our analysis of current authoritative accounting guidance with respect to our prior investment in PDS, we continued to account for our investment in PDS under the equity method of accounting, and accordingly have recorded our share of PDS’s net loss during the seven months ended December 31, 2020 of $ 5,102 As a result of the approval of the dissolution plan, PDS adopted the Liquidation Basis of Accounting, effective September 29, 2020. Although the dissolution plan was approved by the members on September 29, 2020, PDS used the liquidation basis of accounting effective September 30, 2020 as a convenience date. Under the Liquidation Basis of Accounting, the following financial statements are no longer presented (except for periods prior to the adoption of the Liquidation Basis of Accounting): balance sheet, a statement of operations, a consolidated statement of members’ equity and a statement of cash flows. The statement of net assets and the statement of changes in net assets are the principal financial statements presented under the Liquidation Basis of Accounting. Under the Liquidation Basis of Accounting, all of the Company’s assets have been stated at their estimated net realizable value. PDS’s statement of net assets under the Liquidation Basis of Accounting as of December 31, 2020 is as follows: Balance sheet and income statement of affiliate December 31, 2020 Cash and cash equivalents $ 55,274 Net assets in liquidation $ 55,274 PDS’s statement of changes in net assets for the period October 1, 2020 to December 31, 2020 under Liquidation Basis of Accounting is as follows: Three Months Ended December 31, 2020 Members’ equity, September 30, 2020 (Going Concern Basis) $ 57,173 Changes in net assets in liquidation: Expenses associated with dissolution (1,899 ) Total net assets in liquidation at December 31, 2020 (Liquidation Basis) $ 55,274 PDS’s statements of operations from the Closing Date of the Reverse Merger (August 21, 2020) to September 30, 2020 is as follows: Period August 21, 2020 to September 30, 2020 Expenses $ (8,305 ) Net loss $ (8,305 ) Holocom, Inc. We currently own 2,100,000 shares of preferred stock, representing approximately a 46 As of December 31, 2021 and 2020, our investment in Holocom was valued at $0 based on various indicators of impairment, including Holocom’s inability to meet its business plan and raise sufficient capital, in addition to the general economic environment.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities; Accrued Payable to Founders	12 Months Ended
	Dec. 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: Schedule of accrued expenses and other current liabilities December 31, 2021 December 31, 2020 Accrued consulting $ 474,275 $ 40,000 Crossflo acquisition liability 177,244 177,244 Other accrued expenses 72,728 50,157 Total accrued expenses and other current liabilities $ 724,247 $ 267,401 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 December 31, 2020, accrued payable to founders of $ 49,997

License Agreements

License Agreements	12 Months Ended
	Dec. 31, 2021
License Agreements
License Agreements	6. License Agreements License Option Agreement with CWRU On July 1, 2020, we signed a License Option Agreement with CWRU, granting the Company the exclusive right to license certain technology covering an immunomodulator platform technology to treat and prevent cancer and infectious diseases in humans and for veterinary use, including MIE-101, our lead clinical candidate. 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. We are currently in negotiations on the final license agreement with CWRU and since July 2020, we have incurred in excess of $4 million towards advancing the Company and the underlying technology and we currently believe we have met the aforementioned development milestones. 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 December 31, 2021, the remaining Capital Threshold was approximately $ 626,000 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 year ended December 31, 2021 and seven months ended December 31, 2020, we incurred $ 48,871 16,852 License Agreements with University of California San Diego (“UC San Diego”) During July 2021, we licensed the exclusive rights to develop and commercialize several novel vaccine candidates, including SARS-CoV-2 and other infectious disease applications from UC San Diego. Under the licensing agreement, we are obligated to pay (i) a nominal upfront license access fee, (ii) all patent costs incurred prior to the effective date of the license agreement, (iii) annual license maintenance fees, (iv) aggregate future milestone payments based on potential clinical development and regulatory milestones of up to $ 165,000 19,400 500 18,900 During September 2021, we licensed the exclusive rights from UC San Diego to develop and commercialize technology that involves the loading of immuno-stimulatory molecules into plant virus protein nanoparticles, including the ability to load these molecules into MIE-101, our lead product candidate. These plant virus protein nanoparticles can be loaded with other TLR agonists to further tailor specific immune response parameters. Under the licensing agreement, we are obligated to pay (i) a nominal upfront license access fee, (ii) all patent costs incurred prior to the effective date of the license agreement, (iii) annual license maintenance fees, (iv) aggregate future milestone payments based on potential clinical development and regulatory milestones of up to $ 1,250,000 7,360 5,000 2,360

Convertible Notes

Convertible Notes	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
Convertible Notes	7. Convertible Notes On May 7, 2021 (“Effective Date”), we entered into a convertible note purchase agreement (“Note Agreement”) with five (5) accredited investors, including three members of our Board of Directors that participated on the same terms as other accredited investors (collectively, the “Investors”). Pursuant to the Note Agreement, the Company received $ 525,003 49,997 575,000 The Convertible Notes have no stated maturity date; bear interest at a simple rate equal to eight percent ( 8.0 30,121 The Convertible Notes will convert into the same equity securities offered in the Qualified Financing or Smaller Financing (“Conversion Shares”), as described below, at a conversion price equal to the lower of (i) the product equal to 80% times the lowest per unit purchase price of the equity securities issued for cash in the Qualified Financing or Smaller Financing, or (ii) $ 2.377 Pursuant to the Note Agreement, a Qualified Financing represents a single transaction or series or transactions whereby the Company receives aggregate gross proceeds of at least $5 million from the sale of equity securities following the Effective Date (excluding proceeds from the issuance of any future Convertible Notes). A Smaller Financing represents any sale of equity securities whereby the aggregate gross proceeds are less than $5 million (excluding proceeds from the issuance of any future Convertible Notes). In addition, in the event of a corporate transaction covering the sale of all or substantially all of the Company’s assets, or merger or consolidation with or into another entity, or change in ownership of at least 50% in voting securities of the Company, the holder of the Convertible Note may elect that either: (a) the Company pay the holder of such Convertible Note an amount equal to the sum of (i) all accrued and unpaid interest due on such Convertible Note and (ii) one and one-half (1.5) times the outstanding principal balance of such Convertible Note; or (b) such Convertible Note will convert into that number of conversion shares equal to the quotient obtained by dividing (i) the outstanding principal balance and unpaid accrued interest of such Convertible Note on the date of conversion by (ii) $2.377. In addition, pursuant to ASC 835-30 (see Note 2), the Convertible Notes were initially recorded at their amortized cost of $ 575,000 718,750 130,027

Stockholders_ Equity and Share-

Stockholders’ Equity and Share-Based Compensation	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Stockholders’ Equity and Share-Based Compensation	8. Stockholders’ Equity and Share-Based Compensation Stockholders’ Equity 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”). The Reverse Stock Split was effective 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. As a result, we issued 3,017 new shares of common stock in lieu of fractional shares under the Reverse Stock Split. In connection with the Reverse Stock Split, there was no change in the par value per share. All share numbers and preferred stock conversion numbers included herein have been retroactively adjusted to reflect the 1-for-500 Reverse Stock Split. 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 (see Notes 1 and 2), 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”). 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 possessed full voting rights prior to conversion, 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 an 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 December 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 increased to 20% of the fully diluted shares of common stock outstanding, including shares of common stock reserved for issuance under convertible securities. As of December 31, 2021, we have reserved 1,661,966 505,192 1,143,730 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. Share-based compensation expense for the year ended December 31, 2021 and the seven months ended December 31, 2020 was comprised of the following: Schedule of share-based compensation expense Year Ended December 31, 2021 Seven Months Ended December 31, 2020 Research and development $ 498,913 $ 6,756 General and administrative 809,095 38,952 Total $ 1,308,008 $ 45,708 There was no share-based compensation expense for the period March 30, 2020 (date of inception) to May 31, 2020. The following summarizes our transaction activity related to RSUs for the year ended December 31, 2021: Schedule of RSU activity Shares Weighted Average Grant Date Fair Value Nonvested at January 1, 2021 336,328 $ 3.30 Granted 181,908 2.86 Vested (13,044 ) 3.30 Forfeited – – Nonvested at December 31, 2021 505,192 $ 3.15 As of December 31, 2021, the total estimated unrecognized compensation cost related to non-vested RSUs was approximately $ 277,000 0.26 Discretionary Authority to Implement a Reverse Stock Split at a Ratio of 1:2 to 1:4 (“Discretionary Reverse Stock Split”) We plan to file an application with The Nasdaq Stock Market requesting that our common stock and potentially warrants (if applicable), be listed on the Nasdaq Capital Market in 2022. On June 10, 2021 and June 14, 2021, our Board of Directors and majority shareholders, respectively, approved a Discretionary Reverse Stock Split whereby our Board of Directors have broad authority to implement a future reverse stock split through June 25, 2022 at a ratio ranging from 1-for-2 to 1-for-4 in order to meet the Nasdaq Stock Market initial listing requirements. The Board maintains the right to elect not to proceed with the Discretionary Reverse Stock Split if it determines, in its sole discretion, that the Company will be able to satisfy the initial listing requirements of the Nasdaq Stock Market without implementing the Discretionary Reverse Stock Split or if it is otherwise no longer in the best interests of the Company. However, the effect of a Discretionary Reverse Stock Split on the market price of the common stock cannot be predicted with any certainty, and the history of similar stock split combinations for companies in like circumstances is varied. It is possible that the per share price of the common stock after the Discretionary Reverse Stock Split will not rise in proportion to the reduction in the number of shares of the common stock outstanding resulting from the Discretionary Reverse Stock Split, effectively reducing our market capitalization, and there can be no assurance that the market price per post-reverse split share will either exceed or remain in excess of the prescribed initial listing minimum bid price for a sustained period of time. The market price of our common stock may vary based on other factors that are unrelated to the number of shares outstanding, including the Company’s future performance. The data contained in these consolidated financial statements, including but not limited to share numbers and conversion prices, does not reflect the impact of the Discretionary Reverse Stock Split that may be effectuated.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Taxes	9. Income Taxes The provision (benefit) for income taxes for the year ended December 31, 2021 and for the seven months ended December 31, 2020 is as follows: Schedule of provision for income taxes Year Ended December 31, 2021 Seven Months Ended December 31, 2020 Current: Federal $ – $ – State 2,400 1,600 Total current 2,400 1,600 Deferred: Federal – – State – – Total deferred – – Total provision $ 2,400 $ 1,600 The reconciliation of the effective income tax rate to the Federal statutory rate for the year ended December 31, 2021 and for the seven months ended December 31, 2020 is as follows: Schedule of effective income tax rate December 31, 2021 December 31, 2020 Statutory federal income tax rate 21.00% 21.00% State income tax rate, net of Federal effect (0.05)% (0.15)% Fair market value of derivative liability (0.12)% (2.08)% Other (0.89)% (0.58)% Change in valuation allowance (20.00)% (18.38)% Effective income tax rate (0.06)% (0.19)% Deferred tax assets and liabilities reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of our deferred tax assets as of December 31, 2021 and 2020 are as follows: Schedule of deferred tax assets and liabilities December 31, 2021 December 31, 2020 Deferred tax assets (liabilities): State taxes $ 504 $ 336 Accrued expenses 554,125 115,424 Investment in affiliated company (22,620 ) (22,620 ) Basis difference in property and equipment 7 7 Share-based compensation expense 384,903 13,639 Impairment of note receivable 231,180 231,180 382 limited net operating loss carryforwards 597,262 596,600 Net operating loss carryforwards 372,512 96,973 Valuation allowance (2,117,873 ) (1,031,539 ) Net deferred tax asset $ – $ – We have federal and state net operating loss carryforwards available to offset future taxable income of approximately $ 3,896,000 and $ 1,714,000 at December 31, 2021, respectively, of which approximately $ 2,647,000 468,000 3,522,000 2,273,000 374,000 2025 through 2036 2028 through 2041 We have refundable alternative minimum tax credits of $ 26,078 We follow authoritative guidance which defines criteria that an individual tax position must meet for any part of the benefit of that position to be recognized in a company’s financial statements and also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Interest and penalties, if any, related to unrecognized tax benefits are recorded in income tax expense. Interest and penalties relating to underpayment of income taxes are recorded in general and administrative expense. As of December 31, 2021, we are subject to U.S. Federal income tax examinations for the tax years May 31, 2007 through December 31, 2021, and we are subject to state and local income tax examinations for the tax years May 31, 2007 through December 31, 2020 due to the carryover of net operating losses related to PDSG from previous years. We have no liability relating to unrecognized tax benefits under the authoritative guidance for the year ended December 31, 2021 and the seven months ended December 31, 2020. Our continuing practice is to recognize accrued interest and penalties related to unrecognized tax benefits as a component of tax expense. We do not expect our unrecognized tax benefits to change significantly over the next twelve months.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	10. Commitments and Contingencies Legal Matters While the Company is not involved in any litigation as of December 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 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 Operating Lease We have no lease obligations as of December 31, 2021. During November 2020, we terminated our month-to-month operating lease and employees are working from home offices at no cost to the Company. Rent expense for the seven months ended December 31, 2020 was $ 2,575 no

Related Parties

Related Parties	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Parties	11. 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 2,500 120,000 40,000 137,500 40,000 In addition, on May 7, 2021, we entered into convertible note purchase agreements with five (5) accredited investors, including three members of our Board of Directors that participated on the same terms as other accredited investors, in the aggregate principal amount of $ 575,000 225,000

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	12. Subsequent Events We have evaluated subsequent events after the consolidated balance sheet date and through the filing date of these consolidated financial statements, and based on our evaluation, management has determined that no other subsequent events have occurred that would require recognition in the accompanying consolidated financial statements or disclosure in the notes thereto other than as disclosed herein and in the accompanying notes.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of Mosaic ImmunoEngineering, Inc. (formerly known as Patriot Scientific Corporation) and our subsidiaries. All intercompany accounts and transactions among the consolidated entities have been eliminated in the consolidated financial statements. Certain reclassifications have been made to amounts in prior periods to conform to the current period presentation. All reclassifications have been applied consistently to the periods presented. Such reclassifications have no effect on net loss as previously reported. 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 Closing Date of the Reverse Merger, the results of operations of the combined company are included in the Company’s consolidated financial statements. The prior year financial information covers the periods from June 1, 2020 to December 31, 2020 and March 30, 2020 (date of inception) to May 31, 2020 as a result of the change in fiscal year from May 31 st st
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: Schedule of assets acquired and liabilities assumed 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	Investment in Affiliated Company We had a 50 4) We own 100% of the preferred stock of Holocom (see Note 4). Prior to impairment, this investment was accounted for at cost since we do not have the ability to exercise significant influence over the operating and financial policies of Holocom.
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, accrued expenses and other, and convertible notes. The carrying value of these financial instruments, except for the derivative liability and convertible notes, 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). The convertible notes are initially recorded at their amortized cost and are being accreted to their redemption value over the estimated conversion period using the effective interest method (see Note 7).
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 consolidated financial statements include those related to the fair value of the anti-dilution issuance rights liability (derivative liability), the timing of conversion of the convertible notes, 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.
Convertible Notes	Convertible Notes The Company follows ASC 480-10, “Distinguishing Liabilities from Equity” in its evaluation of the accounting for share-settled debt. ASC 480-10-25-14 requires liability accounting for certain financial instruments, including shares that embody an unconditional obligation to transfer a variable number of shares, provided that the monetary value of the obligation is based solely or predominantly on one of the following three characteristics: a) A fixed monetary amount known at inception; b) Variations in something other than the fair value of the issuer’s equity shares; or c) Variations in the fair value of the issuer’s equity shares, but the monetary value to the counterparty moves in the opposite direction as the value of the issuer’s shares Moreover, equity classification was not an appropriate classification for the convertible notes because the underlying terms of the convertible notes do not expose the investors to risks and rewards similar to those of an owner and, therefore, do not create a shareholder relationship. Pursuant to ASC 835-30, the convertible notes were initially recorded at their amortized cost and were accreted to their redemption value over the estimated conversion period using the effective interest method (see Note 7).
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.
Patent Costs	Patent Costs Patent fees and patent related costs in connection with filing and prosecuting patent applications are expensed as incurred and are classified as general and administrative expenses in the accompanying consolidated financial statements.
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 December 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 B Preferred 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 Convertible Notes and Series A and Series B Preferred outstanding during the period is calculated using the if-converted method assuming the conversion of Convertible Notes and Series A 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. The following table presents common share equivalents excluded from the calculation of diluted net income (loss) per share for the year ended December 31, 2021 and for the seven months ended December 31, 2020, as the effect of their inclusion would have been anti-dilutive during periods of net loss: Schedule of antidilutive shares Year Ended December 31, 2021 Seven Months Ended December 31, 2020 Convertible Notes 161,330 – Series A and Series B Preferred 1,313,050 4,456,589 Unvested RSUs 446,670 23,574 Total 1,921,050 4,480,163 Moreover, in connection with an acquisition of Crossflo by PTSC (see Note 1), 5,690
Income Taxes	Income Taxes We follow authoritative guidance in accounting for uncertainties in income taxes. This authoritative guidance prescribes a recognition threshold and measurement requirement for the financial statement recognition of a tax position that has been taken or is expected to be taken on a tax return and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Under this guidance, we may only recognize tax positions that meet a “more likely than not” threshold. We follow authoritative guidance to evaluate whether a valuation allowance should be established against our deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard. In making such judgments, significant weight is given to evidence that can be objectively verified. We assess our deferred tax assets annually under more likely than not scenarios in which they may be realized through future income. In addition, utilization of our net operating loss carryforwards may be subject to an annual limitation due to ownership change limitations that may have occurred as a result of the Reverse Merger, or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). These ownership changes may limit the amount of the net operating loss carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a Company by certain stockholders. Moreover, since we will need to raise substantial additional funding to finance our operations, we may undergo further ownership changes in the future, which could further limit our ability to use net operating loss carryforwards. As a result, if we generate taxable income, our ability to use some of our net operating loss carryforwards to offset U.S. federal taxable income may be subject to limitations, which could result in increased future tax liability to us. With the exception of refundable income taxes, we have determined that it was more likely than not that all of our deferred tax assets will not be realized in the future due to our continuing pre-tax and taxable losses in addition to the potential loss of deferred tax assets as a result of the Reverse Merger (see Note 1). As a result of this determination, we have recorded a full valuation allowance against our deferred tax assets.
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 2019-12 effective January 1, 2021. Implementation of this guidance did not have a material impact on the Company’s consolidated financial statements.
Recently Issued Accounting Standards Not Yet Adopted	Recently Issued Accounting Standards Not Yet Adopted No new accounting pronouncements issued but not yet adopted are expected to have a material impact on the Company's consolidated financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of assets acquired and liabilities assumed	Schedule of assets acquired and liabilities assumed 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
Schedule of antidilutive shares	Schedule of antidilutive shares Year Ended December 31, 2021 Seven Months Ended December 31, 2020 Convertible Notes 161,330 – Series A and Series B Preferred 1,313,050 4,456,589 Unvested RSUs 446,670 23,574 Total 1,921,050 4,480,163

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Tables)	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value of financial assets and liabilities	Schedule of fair value of financial assets and liabilities Fair Value Measurements at December 31, 2021 Using Fair Value at Quoted Prices Significant Other Significant Assets: Cash and cash equivalents $ 226,142 $ 226,142 $ – $ – Total assets $ 226,142 $ 226,142 $ – $ – Liabilities: Anti-dilution issuance rights derivative liability $ 104,300 $ – $ – $ 104,300 Total liabilities $ 104,300 $ – $ – $ 104,300 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 derivative liability $ 83,500 $ – $ – $ 83,500 Total liabilities $ 83,500 $ – $ – $ 83,500
Schedule of assumptions used	Schedule of assumptions used December 31, 2021 December 31, 2020 At inception Fair value of common stock (per share) $ 1.02 $ 3.25 $ 3.30 Estimated additional shares of common stock 134,229 31,353 57,462 Expected volatility 105 90 135 Expected term (years) 0.25 0.25 0.45 Risk-free interest rate 0.06 0.09 0.11

Investment in Affiliated Comp_2

Investment in Affiliated Companies (Tables)	12 Months Ended
	Dec. 31, 2021
Investments in and Advances to Affiliates [Abstract]
Balance sheet and income statement of affiliate	Balance sheet and income statement of affiliate December 31, 2020 Cash and cash equivalents $ 55,274 Net assets in liquidation $ 55,274

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities; Accrued Payable to Founders (Tables)	12 Months Ended
	Dec. 31, 2021
Payables and Accruals [Abstract]
Schedule of accrued expenses and other current liabilities	Schedule of accrued expenses and other current liabilities December 31, 2021 December 31, 2020 Accrued consulting $ 474,275 $ 40,000 Crossflo acquisition liability 177,244 177,244 Other accrued expenses 72,728 50,157 Total accrued expenses and other current liabilities $ 724,247 $ 267,401

Stockholders_ Equity and Shar_2

Stockholders’ Equity and Share-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Schedule of share-based compensation expense	Schedule of share-based compensation expense Year Ended December 31, 2021 Seven Months Ended December 31, 2020 Research and development $ 498,913 $ 6,756 General and administrative 809,095 38,952 Total $ 1,308,008 $ 45,708
Schedule of RSU activity	Schedule of RSU activity Shares Weighted Average Grant Date Fair Value Nonvested at January 1, 2021 336,328 $ 3.30 Granted 181,908 2.86 Vested (13,044 ) 3.30 Forfeited – – Nonvested at December 31, 2021 505,192 $ 3.15

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of provision for income taxes	Schedule of provision for income taxes Year Ended December 31, 2021 Seven Months Ended December 31, 2020 Current: Federal $ – $ – State 2,400 1,600 Total current 2,400 1,600 Deferred: Federal – – State – – Total deferred – – Total provision $ 2,400 $ 1,600
Schedule of effective income tax rate	Schedule of effective income tax rate December 31, 2021 December 31, 2020 Statutory federal income tax rate 21.00% 21.00% State income tax rate, net of Federal effect (0.05)% (0.15)% Fair market value of derivative liability (0.12)% (2.08)% Other (0.89)% (0.58)% Change in valuation allowance (20.00)% (18.38)% Effective income tax rate (0.06)% (0.19)%
Schedule of deferred tax assets and liabilities	Schedule of deferred tax assets and liabilities December 31, 2021 December 31, 2020 Deferred tax assets (liabilities): State taxes $ 504 $ 336 Accrued expenses 554,125 115,424 Investment in affiliated company (22,620 ) (22,620 ) Basis difference in property and equipment 7 7 Share-based compensation expense 384,903 13,639 Impairment of note receivable 231,180 231,180 382 limited net operating loss carryforwards 597,262 596,600 Net operating loss carryforwards 372,512 96,973 Valuation allowance (2,117,873 ) (1,031,539 ) Net deferred tax asset $ – $ –

Organization and Business (Deta

Organization and Business (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Aug. 21, 2020	Nov. 30, 2020	Dec. 31, 2021	May 07, 2021	Dec. 31, 2020	Dec. 02, 2020	Dec. 01, 2020
Debt Instrument [Line Items]
Reverse stock split		1-for-500
Common stock, shares authorized			100,000,000		100,000,000	100,000,000	600,000,000
Cash and cash equivalents			$ 226,142		$ 352,738
Mosaic Immuno [Member] | Common Class A [Member]
Debt Instrument [Line Items]
Stock exchanged, shares exchanged	630,000
Mosaic Immuno [Member] | Common Class B [Member]
Debt Instrument [Line Items]
Stock exchanged, shares exchanged	70,000
Mosaic Immuno [Member] | Series A Preferred Stock [Member]
Debt Instrument [Line Items]
Stock exchanged, shares issued	630,000
Each share of Preferred stock converts into PTSC common stock	10.194106
Mosaic Immuno [Member] | Series B Preferred Stock [Member]
Debt Instrument [Line Items]
Stock exchanged, shares issued	70,000
Each share of Preferred stock converts into PTSC common stock	11.46837
Unsecured Convertible Promissory Notes [Member]
Debt Instrument [Line Items]
Principal amount				$ 575,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details - Reverse Merger) - Patriot Scientific [Member]	Aug. 21, 2020USD ($)
Restructuring Cost and Reserve [Line Items]
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

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details - anti-dilutive) - shares	7 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	4,480,163	1,921,050
Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	0	161,330
Series Aand Series B Preferred [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	4,456,589	1,313,050
Unvested R S Us [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	23,574	446,670

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details Narrative)	Dec. 31, 2021shares
Crossflo [Member]
Shares held in escrow	5,690
PDS [Member]
Equity Method Investment, Ownership Percentage	50.00%

Fair Value of Financial Instr_3

Fair Value of Financial Instruments (Details - Fair Value) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value of assets	$ 226,142	$ 352,738
Fair value of liabilities	104,300	83,500
Fair Value, Inputs, Level 1 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value of assets	226,142	352,738
Fair value of liabilities	0	0
Fair Value, Inputs, Level 2 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value of assets	0	0
Fair value of liabilities	0	0
Fair Value, Inputs, Level 3 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value of assets	0	0
Fair value of liabilities	104,300	83,500
Cash [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value of assets	226,142	352,738
Cash [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value of assets	226,142	352,738
Cash [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value of assets	0	0
Cash [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value of assets	0	0
Antidilution Issuance Rights Liability [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value of liabilities	104,300	83,500
Antidilution Issuance Rights Liability [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value of liabilities	0	0
Antidilution Issuance Rights Liability [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value of liabilities	0	0
Antidilution Issuance Rights Liability [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value of liabilities	$ 104,300	$ 83,500

Fair Value of Financial Instr_4

Fair Value of Financial Instruments (Details - Assumption) - $ / shares	3 Months Ended	7 Months Ended	12 Months Ended
	Aug. 21, 2020	Dec. 31, 2020	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair value of common stock (per share)	$ 3.30	$ 3.25	$ 1.02
Estimated additional shares of common stock	57,462	31,353	134,229
Expected volatility	135.00%	90.00%	105.00%
Expected term (years)	5 months 12 days	3 months	3 months
Risk-free interest rate	0.11%	0.09%	0.06%

Investment in Affiliated Comp_3

Investment in Affiliated Companies (Details - balance sheet) - USD ($)	1 Months Ended	3 Months Ended
	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2021
Schedule of Equity Method Investments [Line Items]
Cash and cash equivalents		$ 352,738	$ 226,142
PDS [Member]
Schedule of Equity Method Investments [Line Items]
Cash and cash equivalents			55,274
Net assets in liquidation			$ 55,274
Members' equity, beginning balance		57,173
Expenses associated with dissolution		(1,899)
Member's equity, ending balance	$ 57,173	$ 55,274
Expenses	(8,305)
Net loss	$ (8,305)

Investment in Affiliated Comp_4

Investment in Affiliated Companies (Details Narrative) - USD ($)	1 Months Ended	7 Months Ended
	Jan. 31, 2021	Dec. 31, 2020	Dec. 31, 2021
PDS [Member]
Schedule of Investments [Line Items]
Equity interest percentage			50.00%
Investment in affiliated company	$ 27,637
Equity in loss of affiliated company		$ 5,102
Holocom [Member]
Schedule of Investments [Line Items]
Equity interest percentage			46.00%

Accrued Expenses and Other Liab

Accrued Expenses and Other Liabilities (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued consulting	$ 474,275	$ 40,000
Crossflo acquisition liability	177,244	177,244
Other accrued expenses	72,728	50,157
Total accrued expenses and other current liabilities	$ 724,247	$ 267,401

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities; Accrued Payable to Founders (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Accrued payable to founders	$ 0	$ 49,997
Overpayment Common Subscribed [Member]
Accrued payable to founders	$ 49,997

License Agreements (Details Nar

License Agreements (Details Narrative) - USD ($)	2 Months Ended	7 Months Ended	12 Months Ended
	May 31, 2020	Dec. 31, 2020	Dec. 31, 2021
Offsetting Assets [Line Items]
Research and development expense	$ 0	$ 342,727	$ 1,456,119
General and administrative expense	$ 511	492,905	2,045,047
U C San Diego [Member]
Offsetting Assets [Line Items]
Regulatory milestones			165,000
Upfront fee			19,400
Research and development expense			500
General and administrative expense			18,900
Immuno Stimulatory [Member]
Offsetting Assets [Line Items]
Regulatory milestones			1,250,000
Upfront fee			7,360
Research and development expense			5,000
General and administrative expense			2,360
License Option Agreement [Member]
Offsetting Assets [Line Items]
Capital threshold remaining			626,000
License Option Agreement [Member] | General and Administrative Expense [Member]
Offsetting Assets [Line Items]
Patent legal fees		$ 16,852	$ 48,871

Convertible Notes (Details Narr

Convertible Notes (Details Narrative) - USD ($)	May 07, 2021	May 31, 2020	Dec. 31, 2020	Dec. 31, 2021
Debt Instrument [Line Items]
Proceeds from convertible debt		$ 0	$ 0	$ 525,003
Non-cash interest expense on Convertible Notes		0	0	30,121
Amortization				575,000
Redemption value				718,750
Accretion to Redemption Value		$ 0	$ 0	$ 130,027
Convertible Notes [Member]
Debt Instrument [Line Items]
Conversion Price				$ 2.377
Purchase Agreement [Member] | Convertible Note [Member]
Debt Instrument [Line Items]
Accrued payable	$ 49,997
Principal amount	$ 575,000
Interest	8.00%
Non-cash interest expense on Convertible Notes				$ 30,121
Purchase Agreement [Member] | Board Of Directors [Member] | Convertible Note [Member]
Debt Instrument [Line Items]
Proceeds from convertible debt	$ 525,003

Stockholders' Equity and Share-

Stockholders' Equity and Share-Based Compensation (Details - Share Based Compensation) - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Share-based compensation expense	$ 45,708	$ 1,308,008
Research and Development Expense [Member]
Share-based compensation expense	6,756	498,913
General and Administrative Expense [Member]
Share-based compensation expense	$ 38,952	$ 809,095

Stockholders' Equity and Shar_2

Stockholders' Equity and Share-Based Compensation (Details - RSU activity) - Restricted Stock Units (RSUs) [Member]	12 Months Ended
	Dec. 31, 2021$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options Outstanding, Beginning | shares	336,328
Weighted Average Exercise Price Outstanding, Beginning | $ / shares	$ 3.30
Number of Options Granted | shares	181,908
Weighted Average Exercise Price Granted | $ / shares	$ 2.86
Number of Options Vested | shares	(13,044)
Weighted Average Exercise Price Vested | $ / shares	$ 3.30
Number of Options Forfeited | shares	0
Weighted Average Exercise Price Forfeited | $ / shares
Number of Options Outstanding, Ending | shares	505,192
Weighted Average Exercise Price Outstanding, Ending | $ / shares	$ 3.15

Stockholders_ Equity and Shar_3

Stockholders’ Equity and Share-Based Compensation (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock available for future grants	1,143,730
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards outstanding	505,192	336,328
Unrecognized compensation cost	$ 277,000
Weighted average vesting period	3 months 3 days
N 2020 Omnibus Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock for reserved for Issuance	1,661,966

Income Taxes (Details - Provisi

Income Taxes (Details - Provision) - USD ($)	2 Months Ended	7 Months Ended	12 Months Ended
	May 31, 2020	Dec. 31, 2020	Dec. 31, 2021
Current:
Federal		$ 0	$ 0
State		1,600	2,400
Total current		1,600	2,400
Deferred:
Federal		0	0
State		0	0
Total deferred		0	0
Total provision	$ 0	$ 1,600	$ 2,400

Income Taxes (Details - Reconci

Income Taxes (Details - Reconcilation)	7 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21.00%	21.00%
State income tax rate, net of Federal effect	(0.15%)	(0.05%)
Fair market value of derivative liability	(2.08%)	(0.12%)
Other	(0.58%)	(0.89%)
Change in valuation allowance	(18.38%)	(20.00%)
Effective income tax rate	(0.19%)	(0.06%)

Income Taxes (Details - Deferre

Income Taxes (Details - Deferred tax assets) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets (liabilities):
State taxes	$ 504	$ 336
Accrued expenses	554,125	115,424
Investment in affiliated company	(22,620)	(22,620)
Basis difference in property and equipment	7	7
Share-based compensation expense	384,903	13,639
Impairment of note receivable	231,180	231,180
382 limited net operating loss carryforwards	597,262	596,600
Net operating loss carryforwards	372,512	96,973
Valuation allowance	(2,117,873)	(1,031,539)
Net deferred tax asset	$ 0	$ 0

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Deferred Tax Assets, Operating Loss Carryforwards	$ 372,512	$ 96,973
Refundable alternative minimum tax credits	26,078
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	3,896,000
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration	2,647,000
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration	3,522,000
Deferred Tax Assets, Operating Loss Carryforwards	$ 374,000
[custom:DeferredTaxAssetsOperatingLossCarryforwardsExpirationPeriod]	2025 through 2036
Domestic Tax Authority [Member] | Irs Section 382 [Member]
Operating Loss Carryforwards [Line Items]
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration	$ 2,273,000
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	1,714,000
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration	$ 468,000
[custom:DeferredTaxAssetsOperatingLossCarryforwardsExpirationPeriod]	2028 through 2041

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	2 Months Ended	7 Months Ended	12 Months Ended
	May 31, 2020	Dec. 31, 2020	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Possible patent cost liability			$ 267,000
Rent expenses	$ 0	$ 2,575	$ 0

Related Parties (Details Narrat

Related Parties (Details Narrative) - USD ($)	2 Months Ended	7 Months Ended	12 Months Ended
	May 31, 2020	Dec. 31, 2020	Dec. 31, 2021	May 07, 2021
Related Party Transaction [Line Items]
Research and development expenses	$ 0	$ 342,727	$ 1,456,119
Accrued consulting fees		40,000	137,500
Purchase Agreement [Member] | Convertible Note [Member]
Related Party Transaction [Line Items]
Principal amount				$ 575,000
Consulting Agreements [Member]
Related Party Transaction [Line Items]
Research and development expenses		$ 40,000	120,000
Nicole Steinmetz [Member]
Related Party Transaction [Line Items]
Related party expenses			5,000
Steinmetzs Spouse [Member]
Related Party Transaction [Line Items]
Related party expenses			2,500
Steve Fiering [Member]
Related Party Transaction [Line Items]
Related party expenses			$ 2,500
Bord Of Directors [Member]
Related Party Transaction [Line Items]
Invested amount				$ 225,000