Mosaic ImmunoEngineering (CPMV) 10-Q 14 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 10, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
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	94646
City Area Code	657
Local Phone Number	208-0890
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		7,242,137

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 65,039	$ 156,178
Prepaid expenses and other current assets	13,913	23,355
Total current assets	78,952	179,533
Total assets	78,952	179,533
Current liabilities:
Accounts payable	129,451	118,478
Accrued compensation	3,346,946	3,184,911
Accrued consulting	787,903	787,903
Accrued expenses and other	632,070	641,763
Total current liabilities	4,896,370	4,733,055
Convertible notes, net	1,337,265	1,317,536
Total liabilities	6,233,635	6,050,591
Commitments and contingencies
Stockholders’ deficit:
Preferred stock, value
Common stock, $0.00001 par value: 100,000,000 shares authorized: 7,242,137 shares issued and outstanding	72	72
Additional paid-in capital	2,050,073	2,045,206
Accumulated deficit	(8,204,829)	(7,916,337)
Total stockholders’ deficit	(6,154,683)	(5,871,058)
Total liabilities and stockholders’ deficit	78,952	179,533
Series A Preferred Stock [Member]
Stockholders’ deficit:
Preferred stock, value	0	0
Series B Preferred Stock [Member]
Stockholders’ deficit:
Preferred stock, value	$ 1	$ 1

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	5,000,000	5,000,000
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	7,242,137	7,242,137
Common stock, shares outstanding	7,242,137	7,242,137
Series A Preferred Stock [Member]
Preferred stock, shares authorized	630,000	630,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series B Preferred Stock [Member]
Preferred stock, shares authorized	70,000	70,000
Preferred stock, shares issued	70,000	70,000
Preferred stock, shares outstanding	70,000	70,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating expenses:
Research and development	$ 67,311	$ 177,895
General and administrative	201,455	281,878
Total operating expenses	268,766	459,773
Loss from operations	(268,766)	(459,773)
Other income (expense):
Gain on redemption of preferred stock of Holocom	0	77,000
Interest income	3	8
Change in valuation of derivative liability	0	12,800
Non-cash interest expense on convertible notes	(18,283)	(18,082)
Accretion to redemption value on convertible notes	(1,446)	(8,596)
Total other income (expense), net	(19,726)	63,130
Loss before provision for income taxes	(288,492)	(396,643)
Provision for income taxes	0	2,400
Net loss	$ (288,492)	$ (399,043)
Basic loss per common share	$ (0.04)	$ (0.06)
Diluted loss per common share	$ (0.04)	$ (0.06)
Weighted average number of common shares outstanding - basic	7,236,447	7,236,447
Weighted average number of common shares outstanding - diluted	7,236,447	7,236,447

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)	Series A Convertible Voting Preferred Stock [Member]	Series B Convertible Voting Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 0	$ 1	$ 72	$ 2,023,271	$ (6,908,102)	$ (4,884,758)
Beginning balance, shares at Dec. 31, 2022	0	70,000	7,242,137
Share-based compensation				5,408		5,408
Net loss					(399,043)	(399,043)
Ending balance, value at Mar. 31, 2023	$ 0	$ 1	$ 72	2,028,679	(7,307,145)	(5,278,393)
Ending balance, shares at Mar. 31, 2023	0	70,000	7,242,137
Beginning balance, value at Dec. 31, 2023	$ 0	$ 1	$ 72	2,045,206	(7,916,337)	(5,871,058)
Beginning balance, shares at Dec. 31, 2023	0	70,000	7,242,137
Share-based compensation				4,867		4,867
Net loss					(288,492)	(288,492)
Ending balance, value at Mar. 31, 2024	$ 0	$ 1	$ 72	$ 2,050,073	$ (8,204,829)	$ (6,154,683)
Ending balance, shares at Mar. 31, 2024	0	70,000	7,242,137

Condensed Consolidated Statem_3

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating activities:
Net loss	$ (288,492)	$ (399,043)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	4,867	5,408
Gain on redemption of preferred stock of Holocom	0	(77,000)
Change in fair value of derivative liability	0	(12,800)
Non-cash interest on convertible notes	18,283	18,082
Accretion to redemption value on convertible notes	1,446	8,596
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	9,442	17,940
Accounts payable	10,973	(5,554)
Accrued compensation	162,035	222,957
Accrued consulting	0	32,645
Accrued expenses and other	(9,693)	16,901
Net cash used in operating activities	(91,139)	(171,868)
Investing activities:
Proceeds from redemption of preferred stock of Holocom	0	77,000
Net cash provided by investing activities	0	77,000
Net change in cash and cash equivalents	(91,139)	(94,868)
Cash and cash equivalents, beginning of period	156,178	220,645
Cash and cash equivalents, end of period	65,039	125,777
Supplemental disclosure of cash flow information:
Cash paid for income taxes	0	2,400
Cash paid for interest	$ 0	$ 0

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (288,492)	$ (399,043)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Insider Trading Arrangements [Line Items]
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	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business	1. Organization and Business Organization Mosaic ImmunoEngineering, Inc. (the “Company,” “Mosaic,” “we,” “us,” or “our”) 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 early-stage product candidate and 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. Going Concern and Management’s Plans The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. At March 31, 2024, the Company had cash and cash equivalents of $ 65,039 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.

Basis of Presentation and Signi

Basis of Presentation and Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation and Significant Accounting Policies	2. Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America. The accompanying unaudited condensed consolidated financial statements should therefore be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair presentation of the results for the interim period presented. Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2024, as compared to the significant accounting policies disclosed in Note 2 – Summary of Significant Accounting Policies included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Recently Adopted Accounting Standards Other than described below, there have been no additional accounting pronouncements adopted by the Company or new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) during the three months ended March 31, 2024, as compared to the recent accounting pronouncements described in Note 2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, that the Company believes are of significance or potential significance to the Company. 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

Fair Value of Financial Instrum

Fair Value of Financial Instruments	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	3. Fair Value of Financial Instruments 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 carrying amount of certain of the Company’s financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities, approximate their estimated fair values primarily due to the short-term nature of the instruments or based on information obtained from market sources and management estimates. Convertible notes were initially recorded at their amortized cost and are being accreted to their redemption value over the estimated conversion period (Note 7).

Investment in Affiliated Compan

Investment in Affiliated Companies	3 Months Ended
	Mar. 31, 2024
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 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 redemptions of preferred stock 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	3 Months Ended
	Mar. 31, 2024
Payables and Accruals [Abstract]
Accrued Expenses and Other Current Liabilities	5. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: Schedule of accrued expenses March 31, 2024 December 31, 2023 Crossflo acquisition liability $ 177,244 $ 177,244 Accrued patent expenses 430,873 430,873 Other accrued expenses 23,953 33,646 Total accrued expenses and other current liabilities $ 632,070 $ 641,763 In September 2008, we acquired Patriot Data Solutions Group, Inc. formerly known as Crossflo Systems, Inc. (“PDSG”). In connection with the acquisition of Crossflo, we have accrued $ 177,244

License Agreements

License Agreements	3 Months Ended
	Mar. 31, 2024
License Agreements
License Agreements	6. License Agreements License Option Agreement and License Agreement with CWRU On July 1, 2020, we signed a License Option Agreement with CWRU, granting the Company the exclusive right to license certain technology covering an 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 Common Stock was exchanged for shares of Series B Preferred. On May 4, 2022, we exercised our rights under the License Option Agreement and entered into a license agreement with CWRU (“License Agreement”). Pursuant to the terms of the License Agreement, we agreed to pay CWRU for each licensed product used in human applications (i) development milestones of up to $1.8 million in aggregate dependent upon the progress of clinical trials, regulatory approvals, and initiation of product launch, (ii) tiered royalty on net sales beginning in the mid-single digits, (iii) annual minimum royalty of $10,000 beginning on the second anniversary date of the Agreement with the minimum amount rising based on net sales of the licensed product, and (iv) a declining percentage of all non-royalty sublicensing income based on the escalating stage of development upon a sublicensing event, if applicable. In addition, we agreed to pay CWRU for each licensed product used in veterinarian applications (i) a tiered royalty on net sales beginning in the low single digits and (ii) a declining percentage of all non-royalty sublicensing income based on the escalating stage of development upon a sublicensing event, if applicable. In addition, we are responsible for the reimbursement of all past, current and future patent fees incurred by CWRU under the License Agreement. During the three months ended March 31, 2024 and 2023, we incurred zero 28,000 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 (included in Accrued expenses and other in the accompanying condensed consolidated balance sheets) 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 had not paid any amounts owed to CWRU and we continued to seek additional time to raise sufficient capital in order to pay amounts due to CWRU. On March 22, 2024, we received a notice of termination from CWRU to terminate the License Agreement effective on the notice date. As of March 31, 2024 and December 31, 2023, we have accrued $ 406,973 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 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 three months ended March 31, 2024 and 2023, we incurred zero 200 As of March 31, 2024 and December 31, 2023, we have accrued $ 33,900

Convertible Notes

Convertible Notes	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Convertible Notes	7. Convertible Notes On May 7, 2021, we entered into a convertible note purchase agreement (“May Note Agreement”) with five (5) accredited investors, including three (3) members of our Board of Directors (“Board”) that participated on the same terms as other accredited investors. Pursuant to the Note Agreement, we received $ 525,003 49,997 575,000 On February 18, 2022, we entered into additional convertible note purchase agreements (“February Note Agreement”) with sixteen (16) accredited investors, including five (5) members of our Board that participated on the same terms as other accredited investors. Pursuant to the February Note Agreement, we received $ 341,632 341,632 The May and February Convertible Notes (collectively, the “Convertible Notes”) have no stated maturity date; bear interest at a simple rate equal to eight percent ( 8.0 18,283 18,082 The Convertible Notes will convert into the same equity securities offered in the Qualified Financing or Smaller Financing (“Conversion Shares”), as described below, at a conversion price equal to the lower of (i) the product equal to 80% times the lowest per unit purchase price of the equity securities issued for cash in the Qualified Financing or Smaller Financing, or (ii) $2.377 for the May Convertible Notes (“May Conversion Price”) or $1.00 for the February Convertible Notes (“February Conversion Price”). Pursuant to the February Note Agreement, for each holder of the May Convertible Notes that purchased a February Convertible Note in the amount of (a) $50,000 or (b) an amount equivalent to the principal amount of their May Convertible Note, the conversion price of the May Convertible Notes was adjusted to the February Conversion Price. As of March 31, 2024, the principal amount of the 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 1,446 8,596

Stockholders_ Equity and Share-

Stockholders’ Equity and Share-Based Compensation	3 Months Ended
	Mar. 31, 2024
Stockholders Equity And Share-based Compensation
Stockholders’ Equity and Share-Based Compensation	8. Stockholders’ Equity 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. As of December 31, 2023, the $1 million dollar Capital Threshold was achieved and therefore, there is no remaining derivative liability. In the event of any Liquidation Event, the Holders of Series B Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of common stock, an amount per share in cash equal to the greater of (x) the stated value of $6.50 for each share of Series B Preferred then held by the holder or (y) the amount payable per share of common stock which such holder of Series B Preferred would have received if such Holder had converted to common stock immediately prior to the Liquidation Event. Share-Based Compensation 2020 Omnibus Incentive Plan On October 21, 2020, we adopted our 2020 Omnibus Incentive Plan (the “2020 Plan”) and on October 22, 2020, the 2020 Plan was approved by our stockholders. The 2020 Plan was adopted to promote our long-term success and the creation of stockholder value by motivating participants, through equity incentive awards, to achieve long-term success in our business. The 2020 Plan permits the discretionary award of stock options, restricted stock, RSUs, and other equity awards to selected participants. On October 21, 2021, the first anniversary date from the adoption date of the 2020 Plan, the number of shares of common stock reserved for issuance under the 2020 Plan increased to 20% of the fully diluted shares of common stock outstanding, including shares of common stock reserved for issuance under convertible securities. As of March 31, 2024, we have reserved 1,661,966 541,957 1,105,965 The cost of all share-based awards will be recognized in the consolidated financial statements based on the fair value of the awards. The fair value of stock option awards will be determined using the Black-Scholes valuation model on the date of grant. The fair value of restricted stock awards and RSUs will be equal to the closing market price of our common stock on the date of grant. The Company will generally recognize share-based compensation expense over the period of vesting or period that services will be provided for all time-based awards. Share-based compensation expense for the three months ended March 31, 2024 and 2023 was comprised of the following: Schedule of share-based compensation expense For the Three Months Ended March 31, 2024 2023 Research and development $ 4,867 $ 5,408 General and administrative – – Total $ 4,867 $ 5,408 The following summarizes our transaction activity related to RSUs for the three months ended March 31, 2024: Schedule of RSU activity Shares Weighted Average Grant Date Fair Value Nonvested and outstanding at January 1, 2024 541,957 $ 3.01 Granted – – Vested – – Forfeited – – Nonvested and outstanding at March 31, 2024 541,957 $ 3.01 As of March 31, 2024, there was no 14,044

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	9. Commitments and Contingencies Legal Matters While the Company is not involved in any litigation as of March 31, 2024, the Company may be involved in various lawsuits and claims arising in the ordinary course of business, including actions with respect to intellectual property, employment, and contractual matters. Any litigation could have a material adverse effect on the Company’s business, financial condition, results of operations, and/or cash flows in the period in which the unfavorable outcome occurs or becomes probable, and potentially in future periods. Indemnification We have made certain guarantees and indemnities, under which we may be required to make payments to a guaranteed or indemnified party. We indemnify our directors, officers, employees, and agents to the maximum extent permitted under the laws of the State of Delaware. The duration of the guarantees and indemnities varies, and in many cases is indefinite. These guarantees and indemnities do not provide for any limitation of the maximum potential future payments we could be obligated to make. Historically, we have not been obligated to make any payments for these obligations and no liabilities have been recorded for these guarantees and indemnities in the accompanying unaudited condensed consolidated balance sheets. Escrow Shares On August 31, 2009, we gave notice to the former shareholders of Crossflo and Union Bank of California (the “Escrow Agent”) under Section 2.5 of the Agreement and Plan of Merger between us and Crossflo (the “Agreement”), outlining damages incurred by us in conjunction with the acquisition of Crossflo, and seeking the return of 5,690 shares of our common stock held by the Escrow Agent. Subsequently, former shareholders of Crossflo, representing a majority of the escrowed shares responded in protest to our claim, delaying the release of the escrowed shares until a formal resolution is reached. In the event we fail to prevail in our claim against the escrowed shares, we may be obligated to deposit into escrow approximately $256,000 of cash consideration due to the decline in our average stock price over the one-year escrow period calculated in accordance with the agreement. We have evaluated the potential for loss regarding our claim and believe that it is probable that the resolution of this issue will not result in a material obligation to the Company, although there is no assurance of this. Accordingly, we have not recorded any liability for this matter. Operating Lease We have no lease obligations as of March 31, 2024 and there was no

Related Parties

Related Parties	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
Related Parties	10. Related Parties During April 2021, we entered into consulting agreements (retroactive to September 1, 2020) with Nicole Steinmetz, Ph.D., 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 three months ended March 31, 2024, we did not incur any related party consulting expenses. During the three months ended March 31, 2023, we incurred related party consulting expenses for Dr. Steinmetz, Dr. Pokorski, and Dr. Fiering in the aggregate amount of $ 15,000 7,500 7,500 264,375 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). In order to establish a new product pipeline, we entered into a binding term sheet (“Binding Term Sheet”) with Oncotelic Therapeutics, Inc. (“Oncotelic”) on April 26, 2024, which was unanimously approved by our Board of Directors. Under the terms of the Binding Term Sheet, we plan to achieve certain goals of acquiring new technologies and short-term funding so that we can establish our pipeline, pending the completion of due diligence and other criteria pursuant to the terms of the Binding Term Sheet. Mr. Steven King, our president and CEO is a shareholder and member of the board of directors of Oncotelic with less than 1% ownership of total shares outstanding of Oncotelic, and a paid advisor of Oncotelic (see Note 11).

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	11. Subsequent Events On April 26, 2024, we entered into a Binding Term Sheet with Oncotelic pursuant to which we intend to acquire (i) certain rights to Oncotelic’s clinical stage necroptosis cancer therapies associated with its vascular disruptive agents (“VDAs”) and related regulatory and clinical packages, and (ii) non-exclusive access to its proprietary Artificial Intelligence (“AI”) technologies for identifying immunotherapy combinations, in exchange for the issuance of shares of our common stock valued at $15.0 million upon execution of the definitive agreement (representing 47,923,322 shares of our common stock), or a combination of common stock and preferred stock to be determined by the parties, along with additional milestones allowing Oncotelic to earn up to an additional $15.0 million in shares of common stock that would be valued at the time of issuance, if earned. Pursuant to the Binding Term Sheet, we and Oncotelic agreed to negotiate in good faith towards the execution of a definitive agreement and the closing of the transaction within ninety (90) days, which is subject to customary due diligence and other conditions, including us obtaining shareholder approval for the transaction and receiving waivers from our holders of Convertible Notes representing at least 90% of the principal amount outstanding from any payment that would become due and payable upon a corporate transaction as contemplated under the Binding Term Sheet (see Note 7). In addition, under the Binding Term Sheet, (i) we will continue the development work necessary to achieve the mutually agreed upon milestones upon the requisite funding, (ii) Oncotelic will provide a loan to us to cover certain operational costs of the Company through June 1, 2024, (iii) Oncotelic will assist the Company in potentially raising initial funding to support the technologies of $2 million, and (iv) in the event the Company is unable to raise the requisite funding, then the transaction may proceed to a reverse acquisition/merger, with conditions typical of such a transaction. If we enter into a definitive agreement under the terms of the Binding Term Sheet, our present stockholders will experience immediate substantial dilution and will not have control of our majority voting securities. If we do not receive shareholder approval for the transaction and receive the required waivers from the holders of the Convertible Notes within ninety (90) days of signing the Binding Term Sheet (or by July 25, 2024), we may not be able to enter into a definitive agreement with Oncotelic, and we may need to cease our operations altogether. On May 8, 2024, we entered into a convertible note purchase agreement with Oncotelic for up to $70,000 in funding and we received initial loan proceeds from Oncotelic of $40,000 to pay certain expenses of the Company in exchange for an unsecured convertible note (“Note”) pursuant to the Binding Term Sheet. The Note bears interest at a rate of 16% per annum and is due and payable upon closing a financing of at least $2.0 million or converted into additional shares of common stock of Mosaic, at the sole discretion of Oncotelic. The number of shares of common stock to be issued, if elected, would be equal to the entire unpaid principal amount of such Note and the accrued and unpaid interest thereon divided by the closing price of our common stock on the date that is one day prior to such election. We have evaluated subsequent events after the consolidated balance sheet date and through the filing date of this Quarterly Report, and based on our evaluation, management has determined that no other subsequent events have occurred that would require recognition in the accompanying unaudited condensed consolidated financial statements or disclosure in the notes thereto other than as disclosed herein and in the accompanying notes.

Basis of Presentation and Sig_2

Basis of Presentation and Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America. The accompanying unaudited condensed consolidated financial statements should therefore be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair presentation of the results for the interim period presented.
Significant Accounting Policies	Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2024, as compared to the significant accounting policies disclosed in Note 2 – Summary of Significant Accounting Policies included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Recently Adopted Accounting Standards	Recently Adopted Accounting Standards Other than described below, there have been no additional accounting pronouncements adopted by the Company or new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) during the three months ended March 31, 2024, as compared to the recent accounting pronouncements described in Note 2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, that the Company believes are of significance or potential significance to the Company. 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

Investment in Affiliated Comp_2

Investment in Affiliated Companies (Tables)	3 Months Ended
	Mar. 31, 2024
Investments in and Advances to Affiliates [Abstract]
Schedule of series A preferred stock to be redeemed	Schedule of series A preferred stock to be redeemed 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 redemptions of preferred stock	Schedule of redemptions of preferred stock 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)	3 Months Ended
	Mar. 31, 2024
Payables and Accruals [Abstract]
Schedule of accrued expenses	Schedule of accrued expenses March 31, 2024 December 31, 2023 Crossflo acquisition liability $ 177,244 $ 177,244 Accrued patent expenses 430,873 430,873 Other accrued expenses 23,953 33,646 Total accrued expenses and other current liabilities $ 632,070 $ 641,763

Stockholders_ Equity and Shar_2

Stockholders’ Equity and Share-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2024
Stockholders Equity And Share-based Compensation
Schedule of share-based compensation expense	Schedule of share-based compensation expense For the Three Months Ended March 31, 2024 2023 Research and development $ 4,867 $ 5,408 General and administrative – – Total $ 4,867 $ 5,408
Schedule of RSU activity	Schedule of RSU activity Shares Weighted Average Grant Date Fair Value Nonvested and outstanding at January 1, 2024 541,957 $ 3.01 Granted – – Vested – – Forfeited – – Nonvested and outstanding at March 31, 2024 541,957 $ 3.01

Organization and Business (Deta

Organization and Business (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 65,039	$ 156,178

Investment in Affiliated Comp_3

Investment in Affiliated Companies (Details - Redemption Agreement) - Holocom Series A Preferred Stock [Member]	Mar. 31, 2024 USD ($) shares
Months 1 To 12 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Investment shares to be redeemed, shares | shares	35,000
Investment shares to be redeemed, value | $	$ 14,000
Months 13 To 24 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Investment shares to be redeemed, shares | shares	43,750
Investment shares to be redeemed, value | $	$ 17,500
Months 25 To 30 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Investment shares to be redeemed, shares | shares	52,500
Investment shares to be redeemed, value | $	$ 21,000

Investment in Affiliated Comp_4

Investment in Affiliated Companies (Details - 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	Feb. 28, 2007	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Payment for investment		$ 370,000
Investment shares owned		2,100,000
Ownership interest in Holocom		46%
Proceeds from redemptions	$ 336,000
Investment shares redeemed	840,000
[custom:InvestmentOwnedBalanceSharesRedeemed]			192,500	2,100,000	17,500
Proceeds from redemption of investment			$ 77,000	$ 776,000	$ 7,000

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Offsetting Assets [Line Items]
Total accrued expenses and other current liabilities	$ 632,070	$ 641,763
Crossflo Acquisition Liability [Member]
Offsetting Assets [Line Items]
Total accrued expenses and other current liabilities	177,244	177,244
Accrued Patent Expenses [Member]
Offsetting Assets [Line Items]
Total accrued expenses and other current liabilities	430,873	430,873
Other Accrued Expenses [Member]
Offsetting Assets [Line Items]
Total accrued expenses and other current liabilities	$ 23,953	$ 33,646

Accrued Expenses and Other Cu_4

Accrued Expenses and Other Current Liabilities (Details Narrative)	Mar. 31, 2024 USD ($)
Crossflo Investors [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Possible account payable	$ 177,244

License Agreements (Details Nar

License Agreements (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
U C San Diego [Member]
Regulatory milestones	$ 165,000
UCSD License Agreement [Member]
Regulatory milestones	1,250,000
License Option Agreement [Member] | C W R U [Member]
Accrued patent fees	406,973		$ 406,973
UCSD License Agreement [Member]
Accrued expenses	33,900		$ 33,900
General and Administrative Expense [Member] | CWRU License Option Agreement [Member]
Legal Fees	0	$ 28,000
General and Administrative Expense [Member] | UCSD License Agreement [Member]
Intellectual property costs	$ 0	$ 200

Convertible Notes (Details Narr

Convertible Notes (Details Narrative) - USD ($)			3 Months Ended
	Feb. 18, 2022	May 07, 2021	Mar. 31, 2024	Mar. 31, 2023
Debt Instrument [Line Items]
Non-cash interest expense			$ 18,283	$ 18,082
Redemption value			1,145,790
Accretion of redemption value			$ 1,446	8,596
May Note Agreement [Member]
Debt Instrument [Line Items]
Proceeds from Convertible Debt		$ 525,003
May Convertible Notes [Member]
Debt Instrument [Line Items]
Debt face 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]
Debt stated interest rate			8%
Accretion of redemption value			$ 1,446	$ 8,596

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit) and Share-Based Compensation (Details - Share-Based Compensation Expense) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Total	$ 4,867	$ 5,408
Research and Development Expense [Member]
Total	4,867	5,408
General and Administrative Expense [Member]
Total	$ 0	$ 0

Stockholders' Equity (Deficit_2

Stockholders' Equity (Deficit) and Share-Based Compensation (Details - RSU activity) - Restricted Stock Units (RSUs) [Member]	3 Months Ended
	Mar. 31, 2024 $ / 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 and Shar_3

Stockholders’ Equity and Share-Based Compensation (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
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	$ 0
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

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Operating lease, rent expense	$ 0	$ 0

Related Parties (Details Narrat

Related Parties (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Research and development expenses	$ 67,311	$ 177,895
Accrued consulting	787,903		$ 787,903
Related Parties [Member]
Related Party Transaction [Line Items]
Accrued consulting	264,375		$ 264,375
Consulting Agreements [Member] | Dr Steinmetz [Member]
Related Party Transaction [Line Items]
Research and development expenses	15,000
Consulting Agreements [Member] | Dr Pokorski [Member]
Related Party Transaction [Line Items]
Research and development expenses	7,500
Consulting Agreements [Member] | Dr Fiering [Member]
Related Party Transaction [Line Items]
Research and development expenses	$ 7,500