Cover
Cover - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2023 | Apr. 12, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2023 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2023 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity File Number | 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 | 9114 Adams Avenue, #202 | |||
Entity Address, City or Town | Huntington Beach | |||
Entity Address, State or Province | CA | |||
Entity Address, Postal Zip Code | 92646 | |||
City Area Code | 657 | |||
Local Phone Number | 208-0890 | |||
Title of 12(b) Security | Common Stock, $0.00001 par value | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 816,893 | |||
Entity Common Stock, Shares Outstanding | 7,242,137 | |||
ICFR Auditor Attestation Flag | false | |||
Document Financial Statement Error Correction [Flag] | false | |||
Rule 10b5-1 Arrangement Adopted [Flag] | false | |||
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false | |||
Rule 10b5-1 Arrangement Terminated [Flag] | false | |||
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false | |||
Auditor Firm ID | 170 | |||
Auditor Name | KMJ Corbin & Company LLP | |||
Auditor Location | Irvine, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 156,178 | $ 220,645 |
Prepaid expenses and other current assets | 23,355 | 40,632 |
Total current assets | 179,533 | 261,277 |
Total assets | 179,533 | 261,277 |
Current liabilities: | ||
Accounts payable | 118,478 | 133,464 |
Derivative liability | 0 | 46,700 |
Accrued compensation | 3,184,911 | 2,399,132 |
Accrued consulting | 787,903 | 753,570 |
Accrued expenses and other | 641,763 | 584,808 |
Total current liabilities | 4,733,055 | 3,917,674 |
Convertible notes, net | 1,317,536 | 1,228,361 |
Total liabilities | 6,050,591 | 5,146,035 |
Commitments and contingencies | ||
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 | 2,045,206 | 2,023,271 |
Accumulated deficit | (7,916,337) | (6,908,102) |
Total stockholders’ deficit | (5,871,058) | (4,884,758) |
Total liabilities and stockholders’ deficit | 179,533 | 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 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating expenses: | ||
Research and development | $ 435,449 | $ 1,048,457 |
General and administrative | 964,319 | 1,579,065 |
Total operating expenses | 1,399,768 | 2,627,522 |
Loss from operations | (1,399,768) | (2,627,522) |
Other income (expense): | ||
Gain on redemption of preferred stock of Holocom | 433,000 | 343,000 |
Interest income | 3,408 | 33 |
Change in valuation of derivative liability | 46,700 | 57,600 |
Non-cash interest expense on convertible notes | (73,333) | (69,738) |
Accretion to redemption value on convertible notes | (15,842) | (81,843) |
Total other income, net | 393,933 | 249,052 |
Loss before provision for income taxes | (1,005,835) | (2,378,470) |
Provision for income taxes | 2,400 | 2,400 |
Net loss | $ (1,008,235) | $ (2,380,870) |
Basic loss per common share | $ (0.14) | $ (0.33) |
Diluted loss per common share | $ (0.14) | $ (0.33) |
Weighted average number of common shares outstanding - basic | 7,236,447 | 7,235,609 |
Weighted average number of common shares outstanding - diluted | 7,236,447 | 7,235,609 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - 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 | |||
Issuance of common stock upon vesting of Restricted Stock Units | ||||||
Issuance of common stock upon vesting of Restricted Stock Units, shares | 1,000 | |||||
Share-based compensation | 295,123 | 295,123 | ||||
Net loss | (2,380,870) | (2,380,870) | ||||
Ending balance, value at Dec. 31, 2022 | $ 0 | $ 1 | $ 72 | 2,023,271 | (6,908,102) | (4,884,758) |
Ending balance, shares at Dec. 31, 2022 | 0 | 70,000 | 7,242,137 | |||
Share-based compensation | 21,935 | 21,935 | ||||
Net loss | (1,008,235) | (1,008,235) | ||||
Ending balance, value at Dec. 31, 2023 | $ 0 | $ 1 | $ 72 | $ 2,045,206 | $ (7,916,337) | $ (5,871,058) |
Ending balance, shares at Dec. 31, 2023 | 0 | 70,000 | 7,242,137 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating activities: | ||
Net loss | $ (1,008,235) | $ (2,380,870) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 21,935 | 295,123 |
Gain on redemption of preferred stock of Holocom | (433,000) | (343,000) |
Change in fair value of derivative liability | (46,700) | (57,600) |
Non-cash interest on convertible notes | 73,333 | 69,738 |
Accretion to redemption value on convertible notes | 15,842 | 81,843 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 17,277 | 2,720 |
Accounts payable | (14,986) | 19,951 |
Accrued compensation | 785,779 | 1,007,835 |
Accrued consulting | 34,333 | 279,295 |
Accrued expenses and other | 56,955 | 334,836 |
Net cash used in operating activities | (497,467) | (690,129) |
Investing activities: | ||
Proceeds from redemption of preferred stock of Holocom | 433,000 | 343,000 |
Net cash provided by investing activities | 433,000 | 343,000 |
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 | (64,467) | (5,497) |
Cash and cash equivalents, beginning of period | 220,645 | 226,142 |
Cash and cash equivalents, end of period | 156,178 | 220,645 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 2,400 | 2,400 |
Cash paid for interest | $ 0 | $ 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (1,008,235) | $ (2,380,870) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual [Table] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 1. Organization and Business Mosaic ImmunoEngineering, Inc. (the “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 immunotherapies for the treatment of cancer. We have historically advanced an early-stage product candidate, MIE-101, that is based on a naturally occurring plant virus licensed from Case Western Reserve University (“CWRU”) (see Note 12). In addition, we are pursuing new product candidates and platforms to expand our pipeline based on a deep understanding of immunotherapies and our license agreements with University of California San Diego. 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. 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, 2023, the Company had cash and cash equivalents of $ 156,178 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 or other variants or pandemics, broad-based inflation, and various economic indicators that the United States economy may be entering a recession in upcoming quarters may cause investors to slow down or delay their decision to deploy capital 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, 2023 | |
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 United States generally accepted accounting principles (“U.S. GAAP”) and include the accounts of Mosaic ImmunoEngineering, Inc. and our subsidiaries. All intercompany accounts and transactions among the consolidated entities have been eliminated in the consolidated financial statements. 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. Cash and Cash Equivalents We consider all highly liquid investments acquired with a maturity of three months or less from the purchase date to be cash equivalents. Investment in Affiliated Company In February 2007, we invested an aggregate of $ 370,000 2,100,000 46 840,000 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, derivative liability, accrued compensation, accrued consulting, 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 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 FASB’s Accounting Standards Codification (“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 are 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, 2023 and 2022, there were no 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 net 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 Convertible Notes and Series A and 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 B Preferred Stock outstanding during the period is calculated using the if-converted method assuming the conversion of Convertible Notes 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 years ended December 31, 2023 and 2022, as the effect of their inclusion would have been anti-dilutive during periods of net loss: Schedule of anti dilutive shares Year Ended December 31, 2023 Year Ended December 31, 2022 Convertible Notes 1,054,508 899,579 Series B Preferred 802,786 802,786 Unvested RSUs 541,957 533,597 Total 2,399,251 2,235,962 Moreover, in connection with an acquisition of Crossflo by PTSC (see Note 10), 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 that closed in August 2020, 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 that closed in August 2020. As a result of this determination, we have recorded a full valuation allowance against our deferred tax assets. Recently Issued Accounting Standards Not Yet Adopted As of December 31, 2023, there are no recently issued accounting standards not yet adopted that may have a material effect on the Company’s consolidated financial statements other than as follows: In August 2020, the FASB issued Accounting Standards Updates (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40). The guidance simplifies the accounting for certain financial instruments, eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments, and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. It also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity and amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The guidance is effective for public business entities that meet the definition of a Securities and Exchange Commission filer, excluding entities eligible to be smaller reporting companies as defined by the Securities and Exchange Commission, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted the guidance as of January 1, 2024 and is currently assessing the impact of the adoption of this standard on its consolidated financial statements. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 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 met the definition of a derivative under ASC Topic 815, “Derivatives and Hedging”, and the liability was carried at fair value until the Capital Threshold (see Note 6) was met during June 2023, at which point the anti-dilutions rights were extinguished. 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 December 31, 2023 and 2022: Schedule of financial assets and liabilities Fair Value Measurements at December 31, 2023 Using Fair Value at Quoted Prices Significant Other Significant Assets: Cash and cash equivalents $ 156,178 $ 156,178 $ – $ – Total assets $ 156,178 $ 156,178 $ – $ – 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 included 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 June 2023, we received life-to-date aggregate proceeds in excess of the Capital Threshold and therefore, we recorded no derivative liability as of December 31, 2023. As of December 31, 2022, the remaining Capital Threshold was $ 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 December 31, 2022, the estimated fair value of the anti-dilution issuance rights was $ 46,700 The primary inputs used in valuing the anti-dilution issuance rights liability at December 31, 2022 were as follows: Schedule of assumptions used Fair value of common stock (per share) $ 0.99 Estimated additional shares of common stock 71,511 Expected volatility 130% Expected term (years) 0.25 Risk-free interest rate 4.42% The fair value of the anti-dilution issuance rights liability as of December 31, 2022 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, 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 recognized 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 were unable to assert that collection of amounts due under the redemption agreement was probable, regardless of the terms of the Redemption Agreement. Any amounts not paid within fifteen (15) days of its respective due date accrued interest at a rate of 8% per annum until fully paid and retroactively adjusted to 12% per annum from its original due date for amounts not paid within 90 days of its original due date. During the year ended December 31, 2022, of the 175,000 shares of Series A Preferred Stock to be redeemed under the aforementioned redemption schedule, Holocom redeemed 17,500 7,000 192,500 77,000 2,100,000 776,000 Schedule of exchange for aggregate net proceeds received Year Ended December 31, 2023 Year Ended December 31, 2022 Proceeds received $ 433,000 $ 343,000 Shares of Series A Preferred Stock redeemed 1,242,500 857,500 As of December 31, 2023, Holocom had no further obligations to us under the Redemption Agreement or any other arrangement. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 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 as of December 31, 2023 and 2022 consisted of the following: Schedule of accrued expenses December 31, 2023 December 31, 2022 Crossflo acquisition liability $ 177,244 $ 177,244 Accrued patent expenses 430,873 382,207 Other accrued expenses 33,646 25,357 Total accrued expenses and other current liabilities $ 641,763 $ 584,808 In September 2008, PTSC acquired Patriot Data Solutions Group, Inc. formerly known as Crossflo Systems, Inc. (“PDSG”). In connection with the acquisition of Crossflo by PTSC, we have accrued $ 177,244 |
License Agreements
License Agreements | 12 Months Ended |
Dec. 31, 2023 | |
License Agreements | |
License Agreements | 6. License Agreements License Option and 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 immunotherapy platform technology to treat and prevent cancer in humans and for veterinary use, including MIE-101, our lead clinical candidate. Under the License Option Agreement, CWRU granted us 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 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 raise at least $1 million from the sale of either preferred, common stock, or from the net working capital acquired under the reverse merger in August 2020, or any combination thereof (“Capital Threshold”). The anti-dilution issuance rights under the License Option Agreement meet the definition of a derivative instrument under ASC Topic 815 (see Note 3). Initially, the net working capital acquired under the reverse merger in August 2020 of approximately $374,000 was applied against the Capital Threshold. Subsequent to the closing date of the reverse merger, we received additional net working capital under the reverse merger through aggregate payments received from the redemption of Holocom preferred stock (see Note 4) in the amount of $776,000 since such investment existed as of closing date of the reverse merger in August 2020 and was not included in net working capital as of the closing date. Therefore, as of June 2023, we received in excess of $1 million in net working capital under the reverse merger and have met the Capital Threshold. As such, there is no 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 years ended December 31, 2023 and 2022, we incurred $ 42,467 327,922 Furthermore, we agreed to reimburse CWRU for all intellectual property fees incurred since inception of the portfolio through the date of the License Agreement in the amount of approximately $ 303,000 406,973 364,507 License Agreements with University of California San Diego (“UC San Diego”) During July 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. 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 $165,000 through Phase III development plus additional milestones upon regulatory approval in the U.S. and other countries, (v) potential sales milestones upon achieving certain sales levels, and (vi) a low single digit royalty on net sales and/or a percentage of sublicense income. During September 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 $ 1,250,000 During the years ended December 31, 2023 and 2022, we incurred $ 6,200 19,080 10,000 As of December 31, 2023 and 2022, we have accrued $ 33,900 17,700 |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 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 73,333 69,738 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 December 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 and are being accreted to their redemption value of $ 1,145,790 15,842 81,843 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) and Share-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders Equity Deficit And Share-based Compensation | |
Stockholders’ Equity (Deficit) and Share-Based Compensation | 8. Stockholders’ Equity (Deficit) and Share-Based Compensation Stockholders’ Equity (Deficit) The Company’s authorized capital consists of 100,000,000 0.00001 5,000,000 0.00001 630,000 70,000 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 the Capital Threshold is met. The anti-dilution issuance rights meet the definition of a derivative instrument under FASB’s ASC Topic 815 (see Note 3). As of December 31, 2023, the $1 million dollar Capital Threshold was achieved and therefore, there is no remaining derivative liability (see Note 6). 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 December 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 years ended December 31, 2023 and 2022 was comprised of the following: Schedule of share-based compensation expense Year Ended December 31, 2023 Year Ended December 31, 2022 Research and development $ 21,935 $ 123,652 General and administrative – 171,471 Total $ 21,935 $ 295,123 The following summarizes our transaction activity related to RSUs for the year ended December 31, 2023: Schedule of RSU activity Shares Weighted Average Grant Date Fair Value Nonvested at January 1, 2023 541,957 $ 3.01 Granted – – Vested – – Forfeited – – Nonvested at December 31, 2023 541,957 $ 3.01 As of December 31, 2023, the total estimated unrecognized compensation cost related to non-vested RSUs was approximately $ 5,000 0.22 14,044 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The provision (benefit) for income taxes for the years ended December 31, 2023 and 2022 is as follows: Schedule of provision (benefit) for income taxes Year Ended December 31, 2023 Year Ended December 31, 2022 Current: Federal $ – $ – State 2,400 2,400 Total current 2,400 2,400 Deferred: Federal – – State – – Total deferred – – Total provision $ 2,400 $ 2,400 The reconciliation of the effective income tax rate to the Federal statutory rate for the years ended December 31, 2023 and 2022 is as follows: Schedule of effective income tax rate December 31, 2023 December 31, 2022 Statutory federal income tax rate 21.00 21.00 State income tax rate, net of Federal effect (0.19 (0.08 Fair market value of derivative liability 0.98 0.51 Other (0.33 (0.72 Change in valuation allowance (21.76 (20.81 Effective income tax rate (0.30 (0.10 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, 2023 and 2022 are as follows: Schedule of deferred tax assets and liabilities December 31, 2023 December 31, 2022 Deferred tax assets (liabilities): State taxes $ 504 $ 504 Accrued expenses 1,313,837 953,175 Investment in affiliated company (6,701 ) (6,701 ) Share-based compensation expense 484,819 478,274 Impairment of note receivable 215,261 215,261 Capitalized research and development expenses 103,604 83,744 382 limited net operating loss carryforwards 597,262 597,262 Net operating loss carryforwards 442,275 504,945 Valuation allowance (3,150,861 ) (2,826,464 ) Net deferred tax asset $ – $ – We have federal and state net operating loss carryforwards available to offset future taxable income of approximately $ 3,939,000 2,244,000 2,554,000 468,000 3,562,000 2,273,000 2025 through 2036 2028 through 2042 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, 2023, we are subject to U.S. Federal income tax examinations for the tax years May 31, 2018 through December 31, 2023, and we are subject to state and local income tax examinations for the tax years May 31, 2020 through December 31, 2023 due to the carryover of net operating losses. We have no liability relating to unrecognized tax benefits under the authoritative guidance for the year ended December 31, 2023 and 2022. 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, 2023 | |
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, 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 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 any liability for this matter. Operating Lease We have no lease obligations as of December 31, 2023 and there was no |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | 11. Related Parties During April 2021, we entered into consulting agreements (retroactive to September 1, 2020) with Nicole Steinmetz, Ph.D., former acting Chief Scientific Officer and former member of the Board of Directors, 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. On May 2, 2023, Dr. Steinmetz resigned from the Board of Directors and her role as acting Chief Scientific Officer. During the year ended December 31, 2023, we incurred related party consulting expenses for Dr. Steinmetz, Dr. Pokorski, and Dr. Fiering in the aggregate amount of $ 20,000 10,000 500 264,375 238,000 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. Of such amount, the three members of our Board of Directors invested $225,000 in aggregate (see Note 7). 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. Of such amount, four members of our Board and one former member of our Board invested $155,000 in aggregate (see Note 7). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
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 this Report, 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. On May 4, 2022, we entered into a License Agreement with CWRU (see Note 6). Pursuant to the License Agreement, we agreed to reimburse CWRU for all intellectual property fees incurred since inception of the portfolio through the date of the License Agreement in the amount of approximately $303,000 payable in four (4) equal quarterly installments beginning upon the sooner of (i) August 31, 2022 or (ii) upon the Company closing a financing in the amount of $5 million or more. Due to our limited cash position, as of December 31, 2023, we have not paid any amounts owed to CWRU. While CWRU has previously provided us additional time to pay amounts owed under the License Agreement beyond the initial August 31, 2022 due date, on March 22, 2024, we received a letter of termination from CWRU terminating our License Agreement effective immediately due to our financial default. In addition, CRWU did not relieve us of any amounts past due under the License Agreement and requested payment in full. As of December 31, 2023, we have accrued $406,973 in accrued patent fees under the License Agreement. Due to our limited cash position, we do not have sufficient capital to pay amounts owed under the License Agreement. We are evaluating strategic options for the Company, which could include a possible merger, business combination, wind-down, liquidation and dissolution or other strategic transaction. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and include the accounts of Mosaic ImmunoEngineering, Inc. and our subsidiaries. All intercompany accounts and transactions among the consolidated entities have been eliminated in the consolidated financial statements. |
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. |
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 In February 2007, we invested an aggregate of $ 370,000 2,100,000 46 840,000 |
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, derivative liability, accrued compensation, accrued consulting, 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 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 FASB’s Accounting Standards Codification (“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 are 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, 2023 and 2022, there were no 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 net 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 Convertible Notes and Series A and 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 B Preferred Stock outstanding during the period is calculated using the if-converted method assuming the conversion of Convertible Notes 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 years ended December 31, 2023 and 2022, as the effect of their inclusion would have been anti-dilutive during periods of net loss: Schedule of anti dilutive shares Year Ended December 31, 2023 Year Ended December 31, 2022 Convertible Notes 1,054,508 899,579 Series B Preferred 802,786 802,786 Unvested RSUs 541,957 533,597 Total 2,399,251 2,235,962 Moreover, in connection with an acquisition of Crossflo by PTSC (see Note 10), 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 that closed in August 2020, 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 that closed in August 2020. As a result of this determination, we have recorded a full valuation allowance against our deferred tax assets. |
Recently Issued Accounting Standards Not Yet Adopted | Recently Issued Accounting Standards Not Yet Adopted As of December 31, 2023, there are no recently issued accounting standards not yet adopted that may have a material effect on the Company’s consolidated financial statements other than as follows: In August 2020, the FASB issued Accounting Standards Updates (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40). The guidance simplifies the accounting for certain financial instruments, eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments, and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. It also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity and amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The guidance is effective for public business entities that meet the definition of a Securities and Exchange Commission filer, excluding entities eligible to be smaller reporting companies as defined by the Securities and Exchange Commission, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted the guidance as of January 1, 2024 and is currently assessing the impact of the adoption of this standard on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of anti dilutive shares | Schedule of anti dilutive shares Year Ended December 31, 2023 Year Ended December 31, 2022 Convertible Notes 1,054,508 899,579 Series B Preferred 802,786 802,786 Unvested RSUs 541,957 533,597 Total 2,399,251 2,235,962 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities | Schedule of financial assets and liabilities Fair Value Measurements at December 31, 2023 Using Fair Value at Quoted Prices Significant Other Significant Assets: Cash and cash equivalents $ 156,178 $ 156,178 $ – $ – Total assets $ 156,178 $ 156,178 $ – $ – 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 Fair value of common stock (per share) $ 0.99 Estimated additional shares of common stock 71,511 Expected volatility 130% Expected term (years) 0.25 Risk-free interest rate 4.42% |
Investment in Affiliated Comp_2
Investment in Affiliated Companies (Tables) | 12 Months Ended |
Dec. 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 |
Schedule of exchange for aggregate net proceeds received | Schedule of exchange for aggregate net proceeds received Year Ended December 31, 2023 Year Ended December 31, 2022 Proceeds received $ 433,000 $ 343,000 Shares of Series A Preferred Stock redeemed 1,242,500 857,500 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Schedule of accrued expenses December 31, 2023 December 31, 2022 Crossflo acquisition liability $ 177,244 $ 177,244 Accrued patent expenses 430,873 382,207 Other accrued expenses 33,646 25,357 Total accrued expenses and other current liabilities $ 641,763 $ 584,808 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) and Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders Equity Deficit And Share-based Compensation | |
Schedule of share-based compensation expense | Schedule of share-based compensation expense Year Ended December 31, 2023 Year Ended December 31, 2022 Research and development $ 21,935 $ 123,652 General and administrative – 171,471 Total $ 21,935 $ 295,123 |
Schedule of RSU activity | Schedule of RSU activity Shares Weighted Average Grant Date Fair Value Nonvested at January 1, 2023 541,957 $ 3.01 Granted – – Vested – – Forfeited – – Nonvested at December 31, 2023 541,957 $ 3.01 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision (benefit) for income taxes | Schedule of provision (benefit) for income taxes Year Ended December 31, 2023 Year Ended December 31, 2022 Current: Federal $ – $ – State 2,400 2,400 Total current 2,400 2,400 Deferred: Federal – – State – – Total deferred – – Total provision $ 2,400 $ 2,400 |
Schedule of effective income tax rate | Schedule of effective income tax rate December 31, 2023 December 31, 2022 Statutory federal income tax rate 21.00 21.00 State income tax rate, net of Federal effect (0.19 (0.08 Fair market value of derivative liability 0.98 0.51 Other (0.33 (0.72 Change in valuation allowance (21.76 (20.81 Effective income tax rate (0.30 (0.10 |
Schedule of deferred tax assets and liabilities | Schedule of deferred tax assets and liabilities December 31, 2023 December 31, 2022 Deferred tax assets (liabilities): State taxes $ 504 $ 504 Accrued expenses 1,313,837 953,175 Investment in affiliated company (6,701 ) (6,701 ) Share-based compensation expense 484,819 478,274 Impairment of note receivable 215,261 215,261 Capitalized research and development expenses 103,604 83,744 382 limited net operating loss carryforwards 597,262 597,262 Net operating loss carryforwards 442,275 504,945 Valuation allowance (3,150,861 ) (2,826,464 ) Net deferred tax asset $ – $ – |
Organization and Business (Deta
Organization and Business (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash and cash equivalents | $ 156,178 | $ 220,645 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details - Anti-dilutive) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 2,399,251 | 2,235,962 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 1,054,508 | 899,579 |
Series B Preferred [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 802,786 | 802,786 |
Unvested R S Us [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 541,957 | 533,597 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | ||
Feb. 28, 2007 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 0 | 0 | |
Crossflo [Member] | |||
Related Party Transaction [Line Items] | |||
Shares held in escrow | 5,690 | ||
Holocom Series A Preferred Stock [Member] | Holocom Inc [Member] | |||
Related Party Transaction [Line Items] | |||
Investment percent owned | 46% | ||
Holocom Inc [Member] | |||
Related Party Transaction [Line Items] | |||
Investment | $ 370,000 | ||
Holocom Inc [Member] | Holocom Series A Preferred Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Investment shares owned | 2,100,000 | ||
Holocom Inc [Member] | Series A Convertible Preferred Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Redemption value | $ 840,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details - Fair Value) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | $ 156,178 | $ 220,645 |
Fair value of liabilities | 46,700 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 156,178 | 220,645 |
Fair value of liabilities | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 0 | 0 |
Fair value of liabilities | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 0 | 0 |
Fair value of liabilities | 46,700 | |
Cash and Cash Equivalents [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 156,178 | 220,645 |
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 156,178 | 220,645 |
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 0 | 0 |
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | $ 0 | 0 |
Antidilution Issuance Rights Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liabilities | 46,700 | |
Antidilution Issuance Rights Liability [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liabilities | 0 | |
Antidilution Issuance Rights Liability [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liabilities | 0 | |
Antidilution Issuance Rights Liability [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liabilities | $ 46,700 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Details - Assumption) - Antidilution Issuance Rights Liability [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Measurement Input, Share Price [Member] | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Derivatives, Determination of Fair Value | 0.99 |
Additional Shares Of Common Stock [Member] | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Derivatives, Determination of Fair Value | 71,511 |
Measurement Input, Price Volatility [Member] | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Derivatives, Determination of Fair Value | 130% |
Measurement Input, Expected Term [Member] | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Derivatives, Determination of Fair Value | 0.25 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Derivatives, Determination of Fair Value | 4.42% |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Offsetting Assets [Line Items] | ||
Derivative liability | $ 0 | $ 46,700 |
License Option Agreement [Member] | ||
Offsetting Assets [Line Items] | ||
Capital threshold remaining | $ 283,000 |
Investment in Affiliated Comp_3
Investment in Affiliated Companies (Details - Redemption Agreement) - Holocom Series A Preferred Stock [Member] | Dec. 31, 2023 USD ($) shares |
Months 1 To 12 [Member] | |
Investments in and Advances to Affiliates, Activity [Line Items] | |
Investment shares to be redeemed, shares | shares | 35,000 |
Investment shares to be redeemed, value | $ | $ 14,000 |
Months 13 To 24 [Member] | |
Investments in and Advances to Affiliates, Activity [Line Items] | |
Investment shares to be redeemed, shares | shares | 43,750 |
Investment shares to be redeemed, value | $ | $ 17,500 |
Months 25 To 30 [Member] | |
Investments in and Advances to Affiliates, Activity [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 - Aggregate Net Proceeds) - Series A Preferred Stock [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Proceeds received | $ 433,000 | $ 343,000 |
Shares of Series A Preferred Stock redeemed | 1,242,500 | 857,500 |
Investment in Affiliated Comp_5
Investment in Affiliated Companies (Details Narrative) - Holocom Inc [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jul. 06, 2022 | Dec. 31, 2022 | Feb. 28, 2007 | Mar. 31, 2023 | Dec. 31, 2023 | |
Investments | $ 370,000 | ||||
Investment shares owned | 2,100,000 | ||||
Ownership interest in Holocom | 46% | ||||
Proceeds from Sale of Long-Term Investments | $ 336,000 | $ 7,000 | $ 77,000 | $ 776,000 | |
Investment shares redeemed | 840,000 | 17,500 | 192,500 | 2,100,000 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Offsetting Assets [Line Items] | ||
Other accrued expenses | $ 641,763 | $ 584,808 |
Total accrued expenses and other current liabilities | 641,763 | 584,808 |
Crossflo Acquisition Liability [Member] | ||
Offsetting Assets [Line Items] | ||
Other accrued expenses | 177,244 | 177,244 |
Total accrued expenses and other current liabilities | 177,244 | 177,244 |
Accrued Patent Expenses [Member] | ||
Offsetting Assets [Line Items] | ||
Other accrued expenses | 430,873 | 382,207 |
Total accrued expenses and other current liabilities | 430,873 | 382,207 |
Other Accrued Expenses [Member] | ||
Offsetting Assets [Line Items] | ||
Other accrued expenses | 33,646 | 25,357 |
Total accrued expenses and other current liabilities | $ 33,646 | $ 25,357 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities (Details Narrative) | Dec. 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 ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative liability | $ 0 | $ 46,700 |
UCSD License Agreement [Member] | ||
Regulatory milestones | 1,250,000 | |
CWRU License Option Agreement [Member] | ||
Derivative liability | 0 | |
Accrued patent fees | 406,973 | 364,507 |
CWRU License Option Agreement [Member] | Accrued Expenses [Member] | ||
Accrued patent costs | 303,000 | |
CWRU License Option Agreement [Member] | General and Administrative Expense [Member] | ||
Patent legal fees | 42,467 | 327,922 |
UCSD License Agreement [Member] | ||
Other Accrued Liabilities, Current | 33,900 | 17,700 |
UCSD License Agreement [Member] | General and Administrative Expense [Member] | ||
Intellectual property costs | 6,200 | $ 19,080 |
UCSD License Agreement [Member] | Research and Development Expense [Member] | ||
Annual maintenance fees | $ 10,000 |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) - USD ($) | 12 Months Ended | |||
Feb. 18, 2022 | May 07, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Proceeds from Convertible Debt | $ 0 | $ 341,632 | ||
Non-cash interest expense on Convertible Notes | 73,333 | 69,738 | ||
Redemption value | 1,145,790 | |||
Accretion to Redemption Value | $ 15,842 | 81,843 | ||
May Note Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from Convertible Debt | $ 525,003 | |||
May Convertible Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | 575,000 | |||
May Convertible Notes [Member] | Founder [Member] | ||||
Debt Instrument [Line Items] | ||||
Accrued payable | $ 49,997 | |||
February Convertible Notes [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 | $ 73,333 | 69,738 | ||
Accretion to Redemption Value | $ 15,842 | $ 81,843 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) and Share-Based Compensation (Details - Share-Based Compensation Expense) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total | $ 21,935 | $ 295,123 |
Research and Development Expense [Member] | ||
Total | 21,935 | 123,652 |
General and Administrative Expense [Member] | ||
Total | $ 0 | $ 171,471 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) and Share-Based Compensation (Details - RSU activity) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
RSU's outstanding | shares | 541,957 |
RSU's outstanding, weighted average price | $ / shares | $ 3.01 |
RSU's granted | shares | 0 |
RSU's granted, weighted average price | $ / shares | $ 0 |
RSU's vested | shares | 0 |
RSU's vested, weighted average price | $ / shares | $ 0 |
RSU's forfeited | shares | 0 |
RSU's forfeited, weighted average price | $ / shares | $ 0 |
RSU's outstanding | shares | 541,957 |
RSU's outstanding, weighted average price | $ / shares | $ 3.01 |
Stockholders_ Equity (Deficit_3
Stockholders’ Equity (Deficit) and Share-Based Compensation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 5,000 | |
Remaining weighted average vesting period | 2 months 19 days | |
RSU's vested | 0 | |
2020 Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock for reserved for Issuance | 1,661,966 | |
2020 Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock for reserved for Issuance | 541,957 | |
RSU's vested | 14,044 | |
2020 Plan [Member] | Share Based Awards [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock for reserved for Issuance | 1,105,965 | |
Series A Preferred Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Preferred Stock, Shares Authorized | 630,000 | 630,000 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Preferred Stock, Shares Authorized | 70,000 | 70,000 |
Preferred stock, shares outstanding | 70,000 | 70,000 |
Income Taxes (Details - Provisi
Income Taxes (Details - Provision) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 2,400 | 2,400 |
Total current | 2,400 | 2,400 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Total deferred | 0 | 0 |
Total provision | $ 2,400 | $ 2,400 |
Income Taxes (Details - Reconci
Income Taxes (Details - Reconcilation) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
State income tax rate, net of Federal effect | (0.19%) | (0.08%) |
Fair market value of derivative liability | 0.98% | 0.51% |
Other | (0.33%) | (0.72%) |
Change in valuation allowance | (21.76%) | (20.81%) |
Effective income tax rate | (0.30%) | (0.10%) |
Income Taxes (Details - Deferre
Income Taxes (Details - Deferred tax assets) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets (liabilities): | ||
State taxes | $ 504 | $ 504 |
Accrued expenses | 1,313,837 | 953,175 |
Investment in affiliated company | (6,701) | (6,701) |
Share-based compensation expense | 484,819 | 478,274 |
Impairment of note receivable | 215,261 | 215,261 |
Capitalized research and development expenses | 103,604 | 83,744 |
382 limited net operating loss carryforwards | 597,262 | 597,262 |
Net operating loss carryforwards | 442,275 | 504,945 |
Valuation allowance | (3,150,861) | (2,826,464) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Domestic Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 3,939,000 |
Deferred tax assets, operating loss carryforwards, subject to expiration | 2,554,000 |
Deferred tax assets, operating loss carryforwards, not subject to expiration | $ 3,562,000 |
Deferred tax assets operating loss carryforwards expiration period | 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] | |
Net operating loss carryforwards | 2,244,000 |
Deferred tax assets, operating loss carryforwards, subject to expiration | $ 468,000 |
Deferred tax assets operating loss carryforwards expiration period | 2028 through 2042 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease, rent expense | $ 0 | $ 0 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Research and development expenses | $ 435,449 | $ 1,048,457 |
Accrued consulting fees | 787,903 | 753,570 |
Related Parties [Member] | ||
Related Party Transaction [Line Items] | ||
Accrued consulting fees | 264,375 | $ 238,000 |
Consulting Agreements [Member] | Dr Steinmetz [Member] | ||
Related Party Transaction [Line Items] | ||
Research and development expenses | 20,000 | |
Consulting Agreements [Member] | Dr Pokorski [Member] | ||
Related Party Transaction [Line Items] | ||
Research and development expenses | 10,000 | |
Consulting Agreements [Member] | Dr Fiering [Member] | ||
Related Party Transaction [Line Items] | ||
Research and development expenses | $ 500 |