Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 12, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 0-22182 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 7,242,137 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 125,777 | $ 220,645 |
Prepaid expenses and other current assets | 22,692 | 40,632 |
Total current assets | 148,469 | 261,277 |
Total assets | 148,469 | 261,277 |
Current liabilities: | ||
Accounts payable | 127,910 | 133,464 |
Derivative liability | 33,900 | 46,700 |
Accrued compensation | 2,622,089 | 2,399,132 |
Accrued consulting | 786,215 | 753,570 |
Accrued expenses and other | 601,709 | 584,808 |
Total current liabilities | 4,171,823 | 3,917,674 |
Convertible notes, net | 1,255,039 | 1,228,361 |
Total liabilities | 5,426,862 | 5,146,035 |
Stockholders’ deficit: | ||
Common stock, $0.00001 par value: 100,000,000 shares authorized: 7,242,137 shares issued and outstanding | 72 | 72 |
Additional paid-in capital | 2,028,679 | 2,023,271 |
Accumulated deficit | (7,307,145) | (6,908,102) |
Total stockholders’ deficit | (5,278,393) | (4,884,758) |
Total liabilities and stockholders’ deficit | 148,469 | 261,277 |
Series A Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock, value | 0 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Preferred stock, value | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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 | 7,242,137 | 7,242,137 |
Common stock, shares outstanding | 7,242,137 | 7,242,137 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 630,000 | 630,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating expenses: | ||
Research and development | $ 177,895 | $ 327,659 |
General and administrative | 281,878 | 401,377 |
Total operating expenses | 459,773 | 729,036 |
Loss from operations | (459,773) | (729,036) |
Other income (expense): | ||
Gain on redemption of preferred stock of Holocom | 77,000 | 0 |
Interest income | 8 | 7 |
Change in valuation of derivative liability | 12,800 | 500 |
Non-cash interest expense on convertible notes | (18,082) | (14,488) |
Accretion to redemption value on convertible notes | (8,596) | (20,467) |
Total other income (expense), net | 63,130 | (34,448) |
Loss before provision for income taxes | (396,643) | (763,484) |
Provision for income taxes | 2,400 | 0 |
Net loss | $ (399,043) | $ (763,484) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Basic and diluted loss per common share | $ (0.06) | $ (0.11) |
Basic and diluted loss per common share | $ (0.06) | $ (0.11) |
Weighted average number of common shares outstanding basic | 7,236,447 | 7,235,447 |
Weighted average number of common shares outstanding diluted | 7,236,447 | 7,235,447 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Series A Convertible Voting Preferred Stock [Member] | Series B Convertible Voting Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 0 | $ 1 | $ 72 | $ 1,728,148 | $ (4,527,232) | $ (2,799,011) |
Beginning balance, shares at Dec. 31, 2021 | 0 | 70,000 | 7,241,137 | |||
Share-based compensation | 139,005 | 139,005 | ||||
Net loss | (763,484) | (763,484) | ||||
Ending balance, value at Mar. 31, 2022 | $ 0 | $ 1 | $ 72 | 1,867,153 | (5,290,716) | (3,423,490) |
Ending balance, shares at Mar. 31, 2022 | 0 | 70,000 | 7,241,137 | |||
Beginning balance, value at Dec. 31, 2022 | $ 0 | $ 1 | $ 72 | 2,023,271 | (6,908,102) | (4,884,758) |
Beginning balance, shares at Dec. 31, 2022 | 0 | 70,000 | 7,242,137 | |||
Share-based compensation | 5,408 | 5,408 | ||||
Net loss | (399,043) | (399,043) | ||||
Ending balance, value at Mar. 31, 2023 | $ 0 | $ 1 | $ 72 | $ 2,028,679 | $ (7,307,145) | $ (5,278,393) |
Ending balance, shares at Mar. 31, 2023 | 0 | 70,000 | 7,242,137 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities: | ||
Net loss | $ (399,043) | $ (763,484) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 5,408 | 139,005 |
Gain on redemption of preferred stock of Holocom | (77,000) | 0 |
Change in fair value of derivative liability | (12,800) | (500) |
Non-cash interest on convertible notes | 18,082 | 14,488 |
Accretion to redemption value on convertible notes | 8,596 | 20,467 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 17,940 | 17,817 |
Accounts payable | (5,554) | 19,880 |
Accrued compensation | 222,957 | 255,856 |
Accrued consulting | 32,645 | 95,968 |
Accrued expenses and other | 16,901 | 10,784 |
Net cash used in operating activities | (171,868) | (189,719) |
Investing activities: | ||
Proceeds from redemption of preferred stock of Holocom | 77,000 | 0 |
Net cash provided by investing activities | 77,000 | 0 |
Financing activities: | ||
Proceeds from the issuance of convertible notes | 0 | 341,632 |
Net cash provided by financing activities | 0 | 341,632 |
Net change in cash and cash equivalents | (94,868) | 151,913 |
Cash and cash equivalents, beginning of period | 220,645 | 226,142 |
Cash and cash equivalents, end of period | 125,777 | 378,055 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 2,400 | 0 |
Cash paid for interest | $ 0 | $ 0 |
Organization and Business
Organization and Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 1. Organization and Business Organization Mosaic ImmunoEngineering, Inc. (the “Company,” “combined company,” “Mosaic,” “we,” “us,” or “our”), formerly known as Patriot Scientific Corporation, is a corporation organized under Delaware law on March 24, 1992. We are a development-stage biotechnology company focused on advancing and eventually commercializing our proprietary immunotherapy platform technology. Our lead immunotherapy 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 humans and animals. However, because of its virus structure 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 and into Phase I clinical trials within 18 to 24 months from the date we are able to raise sufficient funding. The Company has two inactive wholly owned subsidiaries: Mosaic ImmunoEngineering Development Company, a corporation organized under Delaware law on March 30, 2020 and Patriot Data Solutions Group, Inc. Going Concern and Management’s Plans The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. At March 31, 2023, the Company had cash and cash equivalents of $ 125,777 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. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 2. Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America. The accompanying unaudited condensed consolidated financial statements should therefore be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair presentation of the results for the interim period presented. Reclassifications Certain reclassifications have been made to amounts in the prior period 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. Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2023, as compared to the significant accounting policies disclosed in Note 2 – Summary of Significant Accounting Policies included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Recently Adopted Accounting Standards There have been no new accounting pronouncements adopted by the Company or new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) during the three months ended March 31, 2023, as compared to the recent accounting pronouncements described in Note 2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, that the Company believes are of significance or potential significance to the Company. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments The Company’s financial instruments consist of money market funds as well as an anti-dilution issuance rights liability pursuant to the License Option Agreement with Case Western Reserve University (“CWRU”) (see Note 6). The anti-dilution issuance rights meet the definition of a derivative under 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 at March 31, 2023 and December 31, 2022: Schedule of fair value of financial assets and liabilities Fair Value Measurements at March 31, 2023 Using Fair Value at Quoted Prices Significant Other Significant Assets: Cash and cash equivalents $ 125,777 $ 125,777 $ – $ – Total assets $ 125,777 $ 125,777 $ – $ – Liabilities: Anti-dilution issuance rights derivative liability $ 33,900 $ – $ – $ 33,900 Total liabilities $ 33,900 $ – $ – $ 33,900 Fair Value Measurements at December 31, 2022 Using Fair Value at Quoted Prices Significant Other Significant Assets: Cash and cash equivalents $ 220,645 $ 220,645 $ – $ – Total assets $ 220,645 $ 220,645 $ – $ – Liabilities: Anti-dilution issuance rights derivative liability $ 46,700 $ – $ – $ 46,700 Total liabilities $ 46,700 $ – $ – $ 46,700 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 the Capital Threshold under the License Agreement (see Note 6). As of March 31, 2023 and December 31, 2022, the Capital Threshold was approximately $ 206,000 283,000 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 March 31, 2023 and December 31, 2022, the estimated fair value of the anti-dilution issuance rights was $ 33,900 46,700 The primary inputs used in valuing the anti-dilution issuance rights liability at March 31, 2023 and December 31, 2022 were as follows: Schedule of assumptions used March 31, 2023 December 31, 2022 Fair value of common stock (per share) $ 0.85 $ 0.99 Estimated additional shares of common stock 58,907 71,511 Expected volatility 125% 130% Expected term (years) 0.25 0.25 Risk-free interest rate 4.85% 4.42% 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 | 3 Months Ended |
Mar. 31, 2023 | |
Investments in and Advances to Affiliates [Abstract] | |
Investment in Affiliated Companies | 4. Investment in Affiliated Companies Holocom, Inc. In February 2007, we invested an aggregate of $ 370,000 2,100,000 46 On July 6, 2022, we entered into the Redemption Agreement with Holocom, pursuant to which we requested full redemption of our Series A Preferred Stock. Pursuant to the Redemption Agreement, we received cash proceeds in the amount of $ 336,000 840,000 Schedule of series A preferred stock to be redeemed over a period Period Shares of Series A Preferred Stock to be Redeemed each Month Monthly Redemption Proceeds to the Company Months 1-12 35,000 $14,000 Months 13-24 43,750 $17,500 Months 25-30 52,500 $21,000 We recognize the initial and monthly redemption of shares of Series A Preferred Stock using a cash basis of accounting rather than an accrual method as we are unable to assert that collection of amounts due under the redemption agreement is probable, regardless of the terms of the Redemption Agreement. As a result, the remaining redemption amount receivable has been fully reserved and other income will be recognized once payments are received. We will remove the cash basis of accounting designation at such time we believe collection from Holocom is probable based upon sufficient liquidity or a demonstrated payment history. During the three months ended March 31, 2023, 192,500 77,000 17,500 7,000 70,000 Notwithstanding the foregoing, Holocom also agreed to expedite the redemption of the Series A Preferred Stock in the event that Holocom has excess cash on hand, which amount shall be calculated at each calendar month end period date (“Month End Date”), equal to an amount of (i) total cash on hand of Holocom and Scripps Ventures, Inc. (a related party entity of Holocom) (ii) less $200,000 (“Excess Capital”). Holocom agreed to redeem a number of shares of Series A Preferred Stock equal to the amount of Excess Capital divided by $0.40 per share no later than ten (10) business days following the Month End Date. As of March 31, 2023 and December 31, 2022, our investment in Holocom was valued at $ 0 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 5. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: Schedule of accrued expenses and other current liabilities March 31, 2023 December 31, 2022 Crossflo acquisition liability $ 177,244 $ 177,244 Accrued patent expenses 410,407 382,207 Other accrued expenses 14,058 25,357 Total accrued expenses and other current liabilities $ 601,709 $ 584,808 In September 2008, we acquired Patriot Data Solutions Group, Inc. formerly known as Crossflo Systems, Inc. (“PDSG”). In connection with the acquisition of Crossflo, we have accrued $ 177,244 |
License Agreements
License Agreements | 3 Months Ended |
Mar. 31, 2023 | |
License Agreements | |
License Agreements | 6. License Agreements License Option Agreement and License 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. Under the License Option Agreement, we issued CWRU 70,000 shares of Class B Common Stock at the fair market value of $7 on the date of issuance. On August 21, 2020, the Class B Stock was exchanged for shares of Series B Preferred, 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 in August 2020 of approximately $374,000 was applied against the Capital Threshold in addition to payments received from the redemption of Holocom preferred stock (see Note 4) in the amount of $420,000 as such investment existed as of closing date of the reverse merger in August 2020. As of March 31, 2023, the remaining Capital Threshold was approximately $ 206,000 On May 4, 2022, we exercised our rights under the License Option Agreement and entered into a license agreement with CWRU (“License Agreement”). Pursuant to the terms of the License Agreement, we agreed to pay CWRU for each licensed product used in human applications (i) development milestones of up to $1.8 million in aggregate dependent upon the progress of clinical trials, regulatory approvals, and initiation of product launch, (ii) tiered royalty on net sales beginning in the mid-single digits, (iii) annual minimum royalty of $10,000 beginning on the second anniversary date of the Agreement with the minimum amount rising based on net sales of the licensed product, and (iv) a declining percentage of all non-royalty sublicensing income based on the escalating stage of development upon a sublicensing event, if applicable. In addition, we agreed to pay CWRU for each licensed product used in veterinarian applications (i) a tiered royalty on net sales beginning in the low single digits and (ii) a declining percentage of all non-royalty sublicensing income based on the escalating stage of development upon a sublicensing event, if applicable. In addition, we are responsible for the reimbursement of all past, current and future patent fees incurred by CWRU under the License Agreement. During the three months ended March 31, 2023 and 2022, we incurred $ 28,000 18,021 303,000 392,507 364,507 The License Agreement will remain in effect until the later of (i) twenty (20) years from the date of the License Agreement, (ii) on the expiration date of the last-to-expire patent under the License Agreement or (iii) at the expiry of all Market Exclusivity Periods for a licensed product. 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 beginning on the second anniversary date of the agreement, (iv) aggregate future milestone payments based on potential clinical development and regulatory milestones of up to $ 165,000 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 beginning on the second anniversary date of the agreement, (iv) aggregate future milestone payments based on potential clinical development and regulatory milestones of up to $1,250,000 through Phase III development plus additional milestones upon regulatory approval in the U.S. and other countries, and (v) a low single digit royalty on net sales and/or a percentage of sublicense income. For the three months ended March 31, 2023 and 2022, we expensed $ 200 12,538 As of March 31, 2023 and December 31, 2022, we have accrued $ 17,900 17,700 |
Convertible Notes
Convertible Notes | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Notes | 7. Convertible Notes On May 7, 2021, we entered into a convertible note purchase agreement (“May Note Agreement”) with five (5) accredited investors, including three (3) members of our Board of Directors (“Board”) that participated on the same terms as other accredited investors. Pursuant to the Note Agreement, we received $ 525,003 49,997 575,000 On February 18, 2022, we entered into additional convertible note purchase agreements (“February Note Agreement”) with sixteen (16) accredited investors, including five (5) members of our Board that participated on the same terms as other accredited investors. Pursuant to the February Note Agreement, we received $ 341,632 341,632 The May and February Convertible Notes (collectively, the “Convertible Notes”) have no stated maturity date; bear interest at a simple rate equal to eight percent ( 8.0 18,082 14,488 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 for the May Convertible Notes (“May Conversion Price”) or $1.00 for the February Convertible Notes (“February Conversion Price”). Pursuant to the February Note Agreement, for each holder of the May Convertible Notes that purchased a February Convertible Note in the amount of (a) $50,000 or (b) an amount equivalent to the principal amount of their May Convertible Note, the conversion price of the May Convertible Notes was adjusted to the February Conversion Price. As of March 31, 2023, the principal amount of Convertible Notes that may be converted at the February Conversion Price was $866,632. In addition, the conversion price may be reduced or increased proportionately as a result of stock splits, stock dividends, recapitalizations, reorganizations, and similar transactions. Upon any conversion of the Convertible Notes in connection with a Qualified Financing or a Smaller Financing, as applicable, the Convertible Notes shall convert immediately prior to the closing thereof, such that the investors paying cash in such Qualified Financing or Smaller Financing, as applicable, are not diluted by the conversion of the Convertible Notes. Pursuant to the Convertible Notes, a Qualified Financing represents a single transaction or series of transactions whereby the Company receives aggregate gross proceeds of at least $5 million from the sale of equity securities following the issuance 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) the May or February Conversion Price, as applicable. Pursuant to ASC Topic 835-30, “Imputation of Interest”, the Convertible Notes were initially recorded at their amortized cost of $ 916,632 1,145,790 8,596 20,467 |
Stockholders_ Equity and Share-
Stockholders’ Equity and Share-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity and Share-Based Compensation | 8. Stockholders’ Equity and Share-Based Compensation Stockholders’ Equity The Company’s authorized capital consists of 100,000,000 shares of common stock, par value $0.00001 per share, and 5,000,000 shares of preferred stock, par value $0.00001 per share (“Preferred Stock”). We have 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”). There are no 70,000 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 in connection with the reverse merger in August 2020. 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 initially 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 the Capital Threshold. In addition, pursuant to the License Option Agreement, net working capital acquired under the reverse merger in August 2020 in the amount of approximately $374,000 was applied against the Capital Threshold in addition to payments received from the redemption of Holocom preferred stock (see Note 4) in the amount of $343,000 as such investment existed as of closing date of the reverse merger in August 2020. The remaining Capital Threshold was approximately $206,000 as of March 31, 2023. 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 October 21, 2021, the first anniversary date from the adoption date of the 2020 Plan, 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 March 31, 2023, we have reserved 1,661,966 541,957 1,105,965 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 three months ended March 31, 2023 and 2022 was comprised of the following: Schedule of share-based compensation expense For the Three Months Ended March 31, 2023 March 31, 2022 Research and development $ 5,408 $ 71,650 General and administrative – 67,355 Total $ 5,408 $ 139,005 The following summarizes our transaction activity related to RSUs for the three months ended March 31, 2023: Schedule of RSU activity Shares Weighted Average Grant Date Fair Value Nonvested and outstanding at January 1, 2023 541,957 $ 3.01 Granted – – Vested – – Forfeited – – Nonvested and outstanding at March 31, 2023 541,957 $ 3.01 As of March 31, 2023, the total estimated unrecognized compensation cost related to non-vested RSUs was approximately $ 21,000 0.98 14,044 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Legal Matters While the Company is not involved in any litigation as of March 31, 2023, the Company may be involved in various lawsuits and claims arising in the ordinary course of business, including actions with respect to intellectual property, employment, and contractual matters. Any litigation could have a material adverse effect on the Company’s business, financial condition, results of operations, and/or cash flows in the period in which the unfavorable outcome occurs or becomes probable, and potentially in future periods. Indemnification We have made certain guarantees and indemnities, under which we may be required to make payments to a guaranteed or indemnified party. We indemnify our directors, officers, employees, and agents to the maximum extent permitted under the laws of the State of Delaware. The duration of the guarantees and indemnities varies, and in many cases is indefinite. These guarantees and indemnities do not provide for any limitation of the maximum potential future payments we could be obligated to make. Historically, we have not been obligated to make any payments for these obligations and no liabilities have been recorded for these guarantees and indemnities in the accompanying unaudited condensed consolidated balance sheets. Escrow Shares On August 31, 2009, we gave notice to the former shareholders of Crossflo and Union Bank of California (the “Escrow Agent”) under Section 2.5 of the Agreement and Plan of Merger between us and Crossflo (the “Agreement”), outlining damages incurred by us in conjunction with the acquisition of Crossflo, and seeking the return of 5,690 shares of our common stock held by the Escrow Agent. Subsequently, former shareholders of Crossflo, representing a majority of the escrowed shares responded in protest to our claim, delaying the release of the escrowed shares until a formal resolution is reached. In the event we fail to prevail in our claim against the escrowed shares, we may be obligated to deposit into escrow approximately $256,000 of cash consideration due to the decline in our average stock price over the one-year escrow period calculated in accordance with 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 any liability for this matter. Operating Lease We have no lease obligations as of March 31, 2023 and there was no |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | 10. Related Parties During April 2021, we entered into consulting agreements (retroactive to September 1, 2020) with Nicole Steinmetz, Ph.D., acting Chief Scientific Officer, Jonathan Pokorski, Ph.D. (Dr. Steinmetz’s spouse), and Steve Fiering, Ph.D., each a co-founder of the company acquired in the reverse merger and greater than 5% shareholder of the Company (“Related Parties”), for their scientific contributions towards advancing the technology platforms, in the monthly amounts of $5,000, $2,500, and $2,500, respectively. During the three months ended March 31, 2023 and 2022, we incurred related party consulting expenses for Dr. Steinmetz, Dr. Pokorski, and Dr. Fiering in the aggregate amount of $ 15,000 7,500 7,500 264,625 238,000 In addition, on May 7, 2021, we entered into convertible note purchase agreements with five (5) accredited investors, including three (3) 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 Moreover, on February 18, 2022, we entered into convertible note purchase agreements with sixteen (16) accredited investors, including five (5) members of our Board that participated on the same terms as other accredited investors, in the aggregate principal amount of $ 341,632 155,000 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events On May 2, 2023, Nicole Steinmetz, Ph.D., advised the board of directors of the Company of her intention to resign as a member of the board of directors and acting Chief Scientific Officer effective immediately. Dr. Steinmetz confirmed to the Company’s board of directors that her resignation is not due to a disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Dr. Steinmetz will remain engaged with the Company as a scientific advisor. From April 1, 2023 through May 12, 2023, 140,000 shares of Series A Preferred Stock were redeemed under the Redemption Agreement (see Note 4) in exchange for proceeds of $56,000. We have evaluated subsequent events after the consolidated balance sheet date and through the filing date of this Quarterly Report, and based on our evaluation, management has determined that no other subsequent events have occurred that would require recognition in the accompanying unaudited condensed consolidated financial statements or disclosure in the notes thereto other than as disclosed herein and in the accompanying notes. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America. The accompanying unaudited condensed consolidated financial statements should therefore be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair presentation of the results for the interim period presented. |
Reclassifications | Reclassifications Certain reclassifications have been made to amounts in the prior period 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. |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2023, as compared to the significant accounting policies disclosed in Note 2 – Summary of Significant Accounting Policies included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards There have been no new accounting pronouncements adopted by the Company or new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) during the three months ended March 31, 2023, as compared to the recent accounting pronouncements described in Note 2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, that the Company believes are of significance or potential significance to the Company. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 Using Fair Value at Quoted Prices Significant Other Significant Assets: Cash and cash equivalents $ 125,777 $ 125,777 $ – $ – Total assets $ 125,777 $ 125,777 $ – $ – Liabilities: Anti-dilution issuance rights derivative liability $ 33,900 $ – $ – $ 33,900 Total liabilities $ 33,900 $ – $ – $ 33,900 Fair Value Measurements at December 31, 2022 Using Fair Value at Quoted Prices Significant Other Significant Assets: Cash and cash equivalents $ 220,645 $ 220,645 $ – $ – Total assets $ 220,645 $ 220,645 $ – $ – Liabilities: Anti-dilution issuance rights derivative liability $ 46,700 $ – $ – $ 46,700 Total liabilities $ 46,700 $ – $ – $ 46,700 |
Schedule of assumptions used | Schedule of assumptions used March 31, 2023 December 31, 2022 Fair value of common stock (per share) $ 0.85 $ 0.99 Estimated additional shares of common stock 58,907 71,511 Expected volatility 125% 130% Expected term (years) 0.25 0.25 Risk-free interest rate 4.85% 4.42% |
Investment in Affiliated Comp_2
Investment in Affiliated Companies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Investments in and Advances to Affiliates [Abstract] | |
Schedule of series A preferred stock to be redeemed over a period | Schedule of series A preferred stock to be redeemed over a period Period Shares of Series A Preferred Stock to be Redeemed each Month Monthly Redemption Proceeds to the Company Months 1-12 35,000 $14,000 Months 13-24 43,750 $17,500 Months 25-30 52,500 $21,000 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | Schedule of accrued expenses and other current liabilities March 31, 2023 December 31, 2022 Crossflo acquisition liability $ 177,244 $ 177,244 Accrued patent expenses 410,407 382,207 Other accrued expenses 14,058 25,357 Total accrued expenses and other current liabilities $ 601,709 $ 584,808 |
Stockholders_ Equity and Shar_2
Stockholders’ Equity and Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of share-based compensation expense | Schedule of share-based compensation expense For the Three Months Ended March 31, 2023 March 31, 2022 Research and development $ 5,408 $ 71,650 General and administrative – 67,355 Total $ 5,408 $ 139,005 |
Schedule of RSU activity | Schedule of RSU activity Shares Weighted Average Grant Date Fair Value Nonvested and outstanding at January 1, 2023 541,957 $ 3.01 Granted – – Vested – – Forfeited – – Nonvested and outstanding at March 31, 2023 541,957 $ 3.01 |
Organization and Business (Deta
Organization and Business (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash and cash equivalents | $ 125,777 | $ 220,645 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details - Fair Value) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Fair value of assets | $ 125,777 | $ 220,645 |
Fair value of liabilities | 33,900 | 46,700 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Fair value of assets | 125,777 | 220,645 |
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 | 33,900 | 46,700 |
Cash [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Fair value of assets | 125,777 | 220,645 |
Cash [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Fair value of assets | 125,777 | 220,645 |
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 | 33,900 | 46,700 |
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 | $ 33,900 | $ 46,700 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Details - Assumption) - Antidilution Issuance Rights Liability [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Measurement Input, Share Price [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Derivatives, Determination of Fair Value | 0.85 | 0.99 |
Additional Shares Of Common Stock [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Derivatives, Determination of Fair Value | 58,907 | 71,511 |
Measurement Input, Price Volatility [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Derivatives, Determination of Fair Value | 125% | 130% |
Measurement Input, Expected Term [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Derivatives, Determination of Fair Value | 0.25 | 0.25 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Derivatives, Determination of Fair Value | 4.85% | 4.42% |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Offsetting Assets [Line Items] | ||
Derivative liability | $ 33,900 | $ 46,700 |
License Option Agreement [Member] | ||
Offsetting Assets [Line Items] | ||
Capital threshold remaining | $ 206,000 | $ 283,000 |
Investment in Affiliated Comp_3
Investment in Affiliated Companies (Details) - Holocom Series A Preferred Stock [Member] | Mar. 31, 2023 USD ($) shares |
Months 1 To 12 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Investment shares to be redeemed, shares | shares | 35,000 |
Investment shares to be redeemed, value | $ | $ 14,000 |
Months 13 To 24 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Investment shares to be redeemed, shares | shares | 43,750 |
Investment shares to be redeemed, value | $ | $ 17,500 |
Months 25 To 30 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Investment shares to be redeemed, shares | shares | 52,500 |
Investment shares to be redeemed, value | $ | $ 21,000 |
Investment in Affiliated Comp_4
Investment in Affiliated Companies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Feb. 28, 2007 | Mar. 31, 2023 | Jul. 06, 2022 | Dec. 31, 2022 | |
Series A Preferred Stock [Member] | ||||
Stock redeemed, shares | 192,500 | |||
Proceeds from stock redeemed | $ 77,000 | |||
Series A Preferred Stock [Member] | Holocom Inc [Member] | ||||
Stock redeemed, shares | 17,500 | |||
Proceeds from stock redeemed | $ 7,000 | |||
Stock redeemed, shares | 70,000 | |||
Holocom Inc [Member] | ||||
Investments | $ 370,000 | $ 0 | $ 0 | |
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 46% | |||
Proceeds from Divestiture of Businesses and Interests in Affiliates | $ 336,000 | |||
Holocom Inc [Member] | Holocom Series A Preferred Stock [Member] | ||||
Investment Owned, Balance, Shares | 2,100,000 | |||
Investment shares redeemed | 840,000 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Crossflo acquisition liability | $ 177,244 | $ 177,244 |
Accrued patent expenses | 410,407 | 382,207 |
Other accrued expenses | 14,058 | 25,357 |
Total accrued expenses and other current liabilities | $ 601,709 | $ 584,808 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities (Details Narrative) | Mar. 31, 2023 USD ($) |
Crossflo Investors [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Possible account payable | $ 177,244 |
License Agreements (Details Nar
License Agreements (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Offsetting Assets [Line Items] | |||
General and administrative expense | $ 281,878 | $ 401,377 | |
U C San Diego [Member] | |||
Offsetting Assets [Line Items] | |||
Regulatory milestones | 165,000 | ||
General and administrative expense | 200 | 12,538 | |
License Option Agreement [Member] | |||
Offsetting Assets [Line Items] | |||
Capital threshold remaining | 206,000 | $ 283,000 | |
License Option Agreement [Member] | CWRU [Member] | |||
Offsetting Assets [Line Items] | |||
Accrued patent fees | 392,507 | 364,507 | |
License Option Agreement [Member] | General and Administrative Expense [Member] | |||
Offsetting Assets [Line Items] | |||
Patent legal fees | 28,000 | $ 18,021 | |
Accrued patent costs | 303,000 | ||
License Agreements [Member] | U C San Diego [Member] | |||
Offsetting Assets [Line Items] | |||
Accrued patent fees | $ 17,900 | $ 17,700 |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) - USD ($) | 3 Months Ended | |||
Feb. 18, 2022 | May 07, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Proceeds from convertible debt | $ 0 | $ 341,632 | ||
Non-cash interest expense on Convertible Notes | 18,082 | 14,488 | ||
Convertible notes payable amortized cost basis | 916,632 | |||
Redemption value | 1,145,790 | |||
Accretion to Redemption Value | $ 8,596 | 20,467 | ||
May Note Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from convertible debt | $ 525,003 | |||
Accrued payable | 49,997 | |||
Principal amount | $ 575,000 | |||
February Note Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from issuance of unsecured debt | $ 341,632 | |||
Convertible Notes Payable | $ 341,632 | |||
Convertible Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest | 8% | |||
Non-cash interest expense on Convertible Notes | $ 18,082 | 14,488 | ||
Convertible Notes Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Accretion to Redemption Value | $ 8,596 | $ 20,467 |
Stockholders' Equity and Share-
Stockholders' Equity and Share-Based Compensation (Details - Share Based Compensation) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based compensation expense | $ 5,408 | $ 139,005 |
Research and Development Expense [Member] | ||
Share-based compensation expense | 5,408 | 71,650 |
General and Administrative Expense [Member] | ||
Share-based compensation expense | $ 0 | $ 67,355 |
Stockholders' Equity and Shar_2
Stockholders' Equity and Share-Based Compensation (Details - RSU activity) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options Outstanding, Beginning | shares | 541,957 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 3.01 |
Number of Options Granted | shares | 0 |
Weighted Average Exercise Price Granted | $ / shares | $ 0 |
Number of Options Vested | shares | 0 |
Weighted Average Exercise Price Vested | $ / shares | $ 0 |
Number of Options Forfeited | shares | 0 |
Weighted Average Exercise Price Forfeited | $ / shares | $ 0 |
Number of Options Outstanding, Ending | shares | 541,957 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | $ 3.01 |
Stockholders_ Equity and Shar_3
Stockholders’ Equity and Share-Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Restricted Stock Units (RSUs) [Member] | ||
Class of Stock [Line Items] | ||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 21,000 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 11 months 23 days | |
2020 Plan [Member] | ||
Class of Stock [Line Items] | ||
Stock for reserved for Issuance | 1,661,966 | |
2020 Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||
Class of Stock [Line Items] | ||
Stock for reserved for Issuance | 541,957 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period | 14,044 | |
2020 Plan [Member] | Share Based Awards [Member] | ||
Class of Stock [Line Items] | ||
Stock for reserved for Issuance | 1,105,965 | |
Series A Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares outstanding | 70,000 | 70,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expenses | $ 0 | $ 0 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Feb. 18, 2022 | May 07, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Research and development expenses | $ 177,895 | $ 327,659 | |||
Accrued consulting fees | 264,625 | $ 238,000 | |||
16 Accredited Investors and 5 Board Members [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Convertible Notes Payable | $ 341,632 | ||||
Dr Steinmetz [Member] | Consulting Agreements [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Research and development expenses | 15,000 | ||||
Dr Pokorski [Member] | Consulting Agreements [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Research and development expenses | 7,500 | ||||
Dr Fiering [Member] | Consulting Agreements [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Research and development expenses | $ 7,500 | ||||
5 Accredited Investors and 3 Board Members [Member] | Convertible Notes Payable [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Convertible Notes Payable | $ 575,000 | ||||
5 Accredited Investors and 3 Board Members [Member] | Convertible Notes Payable [Member] | 3 Board Members [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Convertible Notes Payable | $ 225,000 | ||||
5 Board Members [Member] | 16 Accredited Investors and 5 Board Members [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Convertible Notes Payable | $ 155,000 |