Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 12, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
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 ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 3,734 | $ 156,178 |
Prepaid expenses and other current assets | 8,543 | 23,355 |
Total current assets | 12,277 | 179,533 |
Total assets | 12,277 | 179,533 |
Current liabilities: | ||
Accounts payable | 125,040 | 118,478 |
Accrued compensation | 3,512,477 | 3,184,911 |
Accrued consulting | 787,903 | 787,903 |
Accrued expenses and other | 623,577 | 641,763 |
Loan payable | 56,133 | 0 |
Total current liabilities | 5,105,130 | 4,733,055 |
Convertible notes, net | 1,355,547 | 1,317,536 |
Total liabilities | 6,460,677 | 6,050,591 |
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 | 2,050,073 | 2,045,206 |
Accumulated deficit | (8,498,546) | (7,916,337) |
Total stockholders’ deficit | (6,448,400) | (5,871,058) |
Total liabilities and stockholders’ deficit | 12,277 | 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 | Jun. 30, 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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Operating expenses: | ||||
Research and development | $ 60,707 | $ 122,638 | $ 128,018 | $ 300,533 |
General and administrative | 213,595 | 229,868 | 415,050 | 511,746 |
Total operating expenses | 274,302 | 352,506 | 543,068 | 812,279 |
Loss from operations | (274,302) | (352,506) | (543,068) | (812,279) |
Other income (expense): | ||||
Gain on redemption of preferred stock of Holocom | 0 | 356,000 | 0 | 433,000 |
Interest income | 1 | 3,378 | 4 | 3,386 |
Change in valuation of derivative liability | 0 | 33,900 | 0 | 46,700 |
Non-cash interest expense on convertible notes | (19,416) | (18,283) | (37,699) | (36,365) |
Accretion to redemption value on convertible notes | 0 | (2,877) | (1,446) | (11,473) |
Total other income (expense), net | (19,415) | 372,118 | (39,141) | 435,248 |
Income (loss) before provision for income taxes | (293,717) | 19,612 | (582,209) | (377,031) |
Provision for income taxes | 0 | 0 | 0 | 2,400 |
Net income (loss) | $ (293,717) | $ 19,612 | $ (582,209) | $ (379,431) |
Basic income (loss) per common share | $ (0.04) | $ 0 | $ (0.04) | $ (0.05) |
Diluted income (loss) per common share | $ (0.04) | $ 0 | $ (0.04) | $ (0.05) |
Weighted average number of common shares outstanding – basic | 7,236,447 | 7,236,447 | 7,236,447 | 7,236,447 |
Weighted average number of common shares outstanding – diluted | 7,236,447 | 8,569,113 | 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 | 10,877 | 10,877 | ||||
Net loss | (379,431) | (379,431) | ||||
Ending balance, value at Jun. 30, 2023 | $ 0 | $ 1 | $ 72 | 2,034,148 | (7,287,533) | (5,253,312) |
Ending balance, shares at Jun. 30, 2023 | 0 | 70,000 | 7,242,137 | |||
Beginning balance, value at Mar. 31, 2023 | $ 0 | $ 1 | $ 72 | 2,028,679 | (7,307,145) | (5,278,393) |
Beginning balance, shares at Mar. 31, 2023 | 0 | 70,000 | 7,242,137 | |||
Share-based compensation | 5,469 | 5,469 | ||||
Net loss | 19,612 | 19,612 | ||||
Ending balance, value at Jun. 30, 2023 | $ 0 | $ 1 | $ 72 | 2,034,148 | (7,287,533) | (5,253,312) |
Ending balance, shares at Jun. 30, 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 | (582,209) | (582,209) | ||||
Ending balance, value at Jun. 30, 2024 | $ 0 | $ 1 | $ 72 | 2,050,073 | (8,498,546) | (6,448,400) |
Ending balance, shares at Jun. 30, 2024 | 0 | 70,000 | 7,242,137 | |||
Beginning balance, value at Mar. 31, 2024 | $ 0 | $ 1 | $ 72 | 2,050,073 | (8,204,829) | (6,154,683) |
Beginning balance, shares at Mar. 31, 2024 | 0 | 70,000 | 7,242,137 | |||
Share-based compensation | ||||||
Net loss | (293,717) | (293,717) | ||||
Ending balance, value at Jun. 30, 2024 | $ 0 | $ 1 | $ 72 | $ 2,050,073 | $ (8,498,546) | $ (6,448,400) |
Ending balance, shares at Jun. 30, 2024 | 0 | 70,000 | 7,242,137 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating activities: | ||
Net loss | $ (582,209) | $ (379,431) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 4,867 | 10,877 |
Gain on redemption of preferred stock of Holocom | 0 | (433,000) |
Change in fair value of derivative liability | 0 | (46,700) |
Non-cash interest on convertible notes | 36,565 | 36,365 |
Interest expense on loan payable | 1,133 | 0 |
Accretion to redemption value on convertible notes | 1,446 | 11,473 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 14,812 | 34,239 |
Accounts payable | 6,562 | (2,388) |
Accrued compensation | 327,566 | 427,089 |
Accrued consulting | 0 | 47,020 |
Accrued expenses and other | (18,186) | 3,781 |
Net cash used in operating activities | (207,444) | (290,675) |
Investing activities: | ||
Proceeds from redemption of preferred stock of Holocom | 0 | 433,000 |
Net cash provided by investing activities | 0 | 433,000 |
Financing activities: | ||
Proceeds from issuance of loan payable | 55,000 | 0 |
Net cash provided by financing activities | 55,000 | 0 |
Net change in cash and cash equivalents | (152,444) | 142,325 |
Cash and cash equivalents, beginning of period | 156,178 | 220,645 |
Cash and cash equivalents, end of period | 3,734 | 362,970 |
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure [Table] | ||||
Net Income (Loss) | $ (293,717) | $ 19,612 | $ (582,209) | $ (379,431) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2024, the Company had cash and cash equivalents of $ 3,734 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 | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 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 and six months ended June 30, 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 | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 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. On June 21, 2023, we entered into an amendment to the Redemption Agreement (“Amendment No. 1”) to redeem the remaining 910,000 shares of Series A Preferred Stock outstanding in exchange for a lump sum payment of $300,000 (in lieu of monthly payments), representing a redemption price of approximately $0.33 per share. During the three and six months ended June 30, 2023, we received aggregate proceeds of $ 356,000 433,000 1,050,000 1,242,500 2,100,000 776,000 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 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 and other current liabilities June 30, 2024 December 31, 2023 Crossflo acquisition liability $ 177,244 $ 177,244 Accrued patent expenses 430,873 430,873 Other accrued expenses 15,460 33,646 Total accrued expenses and other current liabilities $ 623,577 $ 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 | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2024 and 2023, we incurred zero 26,178 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 June 30, 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 six months ended June 30, 2024 and 2023, we incurred zero 200 As of June 30, 2024 and December 31, 2023, we have accrued $ 33,900 |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 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 36,565 18,283 36,365 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 June 30, 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. In connection with the potential transaction with Oncotelic Therapeutics, Inc. (see Note 11), we received a one-time waiver from the convertible noteholders representing approximately 96% of the principal balance of the Convertible Notes, that no payments of principal and interest would be due under the proposed transaction with Oncotelic Therapeutics, Inc. 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 0 1,446 2,877 11,473 |
Stockholders_ Equity and Share-
Stockholders’ Equity and Share-Based Compensation | 6 Months Ended |
Jun. 30, 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 June 30, 2024, we have reserved 1,661,966 536,600 1,111,322 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 and six months ended June 30, 2024 and 2023 was comprised of the following: Schedule of share-based compensation expense For the Three Months Ended June 30, 2024 2023 Research and development $ – $ 5,469 General and administrative – – Total $ – $ 5,469 For the Six Months Ended June 30, 2024 2023 Research and development $ 4,867 $ 10,877 General and administrative – – Total $ 4,867 $ 10,877 The following summarizes our transaction activity related to RSUs for the six months ended June 30, 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 (5,357 ) (2.80 ) Nonvested and outstanding at June 30, 2024 536,600 $ 3.01 As of June 30, 2024, there was no 14,044 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 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 June 30, 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 June 30, 2024 and there was no |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 2024, we did not incur any related party consulting expenses. During the three months ended June 30, 2023, we incurred related party consulting expenses for Dr. Steinmetz, Dr. Pokorski, and Dr. Fiering in the aggregate amount of $ 5,000 2,500 7,500 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). On April 26, 2024, we entered into a binding term sheet (“Binding Term Sheet”) with Oncotelic Therapeutics, Inc. (“Oncotelic”), 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). |
Oncotelic Therapeutics, Inc. (_
Oncotelic Therapeutics, Inc. (“Oncotelic”) | 6 Months Ended |
Jun. 30, 2024 | |
Oncotelic Therapeutics Inc. | |
Oncotelic Therapeutics, Inc. (“Oncotelic”) | 11. Oncotelic Therapeutics, Inc. (“Oncotelic”) In an effort to establish a new product pipeline, 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 47,923,322 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 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. Currently, we and Oncotelic are continuing to pursue a potential transaction under the Binding Term Sheet although there are no guarantees we will enter into any definitive agreement. On August 9, 2024, the expiration date to enter into a possible transaction with Oncotelic was extended from July 25, 2024 to December 31, 2024 (see Note 12). 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 15,000 55,000 1,133 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On July 1, 2024, we received an additional $15,000 in loan proceeds under the convertible note purchase agreement with Oncotelic (see Note 11) to pay certain expenses of the Company. On July 23, 2024, Mr. Carlton Johnson, a member of the Board of Directors (the “Board”) resigned from the Board effective immediately. In connection with his resignation from the Board, Mr. Johnson also resigned from all committees of the Board of Directors on which he served, including the Audit Committee and Compensation Committee of the Board. Mr. Johnson’s resignation is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On August 9, 2024, the expiration date to enter into a possible transaction with Oncotelic in accordance with the Binding Term Sheet was extended to December 31, 2024 (see Note 11). 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) | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 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 and six months ended June 30, 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) | 6 Months Ended |
Jun. 30, 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 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | Schedule of accrued expenses and other current liabilities June 30, 2024 December 31, 2023 Crossflo acquisition liability $ 177,244 $ 177,244 Accrued patent expenses 430,873 430,873 Other accrued expenses 15,460 33,646 Total accrued expenses and other current liabilities $ 623,577 $ 641,763 |
Stockholders_ Equity and Shar_2
Stockholders’ Equity and Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders Equity And Share-based Compensation | |
Schedule of share-based compensation expense | Schedule of share-based compensation expense For the Three Months Ended June 30, 2024 2023 Research and development $ – $ 5,469 General and administrative – – Total $ – $ 5,469 For the Six Months Ended June 30, 2024 2023 Research and development $ 4,867 $ 10,877 General and administrative – – Total $ 4,867 $ 10,877 |
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 (5,357 ) (2.80 ) Nonvested and outstanding at June 30, 2024 536,600 $ 3.01 |
Organization and Business (Deta
Organization and Business (Details Narrative) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash and cash equivalents | $ 3,734 | $ 156,178 |
Investment in Affiliated Comp_3
Investment in Affiliated Companies (Details - Redemption Agreement) - Holocom Series A Preferred Stock [Member] | Jun. 30, 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 Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jul. 06, 2022 | Feb. 28, 2007 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Gain on redemption of preferred stock of holocom | $ 0 | $ 356,000 | $ 0 | $ 433,000 | ||
Shares of series a preferred stock redeemed | 1,050,000 | 1,242,500 | ||||
Holocom Inc [Member] | ||||||
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 | |||||
Shares of series a preferred stock redeemed | 2,100,000 | |||||
Proceeds received | $ 776,000 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Offsetting Assets [Line Items] | ||
Total accrued expenses and other current liabilities | $ 623,577 | $ 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 | $ 15,460 | $ 33,646 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities (Details Narrative) | Jun. 30, 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 ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
UC San Diego [Member] | |||
Regulatory milestones | $ 165,000 | ||
UC SD License Agreement [Member] | |||
Regulatory milestones | 1,250,000 | ||
Accrued expenses | 33,900 | $ 33,900 | |
License Option Agreement [Member] | CWRU [Member] | |||
Accrued patent fees | 406,973 | $ 406,973 | |
General and Administrative Expense [Member] | CWRU License Option Agreement [Member] | |||
Legal fees | 0 | $ 26,178 | |
General and Administrative Expense [Member] | UC SD License Agreement [Member] | |||
Intellectual property costs | $ 0 | $ 200 |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Feb. 18, 2022 | May 07, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Debt Instrument [Line Items] | ||||||
Non-cash interest expense | $ 19,416 | $ 18,283 | $ 37,699 | $ 36,365 | ||
Redemption value | 1,145,790 | 1,145,790 | ||||
Accretion of redemption value | 0 | 2,877 | $ 1,446 | 11,473 | ||
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 | |||||
Aggregate principal amount | $ 341,632 | |||||
Convertible Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt stated interest rate | 8% | |||||
Non-cash interest expense | $ 18,283 | $ 18,283 | $ 36,565 | $ 36,365 |
Stockholders' Equity and Share-
Stockholders' Equity and Share-Based Compensation (Details - Share-based compensation expense) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Total | $ 0 | $ 5,469 | $ 4,867 | $ 10,877 |
Research and Development Expense [Member] | ||||
Total | 0 | 5,469 | 4,867 | 10,877 |
General and Administrative Expense [Member] | ||||
Total | $ 0 | $ 0 | $ 0 | $ 0 |
Stockholders' Equity and Shar_2
Stockholders' Equity and Share-Based Compensation (Details - RSU activity) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Shares nonvested and outstanding beginning balance | shares | 541,957 |
Weighted average grant date fair value nonvested and outstanding beginning balance | $ / shares | $ 3.01 |
Shares granted | shares | 0 |
Weighted average grant date fair value granted | $ / shares | $ 0 |
Shares vested | shares | 0 |
Weighted average grant date fair value vested | $ / shares | $ 0 |
Shares forfeited | shares | (5,357) |
Weighted average grant date fair value forfeited | $ / shares | $ (2.80) |
Shares nonvested and outstanding ending balance | shares | 536,600 |
Weighted average grant date fair value nonvested and outstanding ending balance | $ / shares | $ 3.01 |
Stockholders_ Equity and Shar_3
Stockholders’ Equity and Share-Based Compensation (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 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 value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 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 | |
Plan 2020 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Common stock reserved for issuance | 1,661,966 | |
Plan 2020 [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Common stock reserved for issuance | 536,600 | |
RSU's vested | 14,044 | |
Plan 2020 [Member] | Share Based Awards [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Common stock reserved for issuance | 1,111,322 | |
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease, rent expense | $ 0 | $ 0 | $ 0 | $ 0 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||||
Research and development expenses | $ 60,707 | $ 122,638 | $ 128,018 | $ 300,533 | |
Related Parties [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued consulting | $ 264,375 | $ 264,375 | $ 264,375 | ||
Consulting Agreements [Member] | Dr Steinmetz [Member] | |||||
Related Party Transaction [Line Items] | |||||
Research and development expenses | 5,000 | 15,000 | |||
Consulting Agreements [Member] | Dr Pokorski [Member] | |||||
Related Party Transaction [Line Items] | |||||
Research and development expenses | 2,500 | 7,500 | |||
Consulting Agreements [Member] | Dr Fiering [Member] | |||||
Related Party Transaction [Line Items] | |||||
Research and development expenses | $ 7,500 | $ 7,500 |
Oncotelic Therapeutics, Inc. _2
Oncotelic Therapeutics, Inc. (“Oncotelic”) (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Apr. 26, 2024 | May 31, 2024 | Jun. 30, 2024 | May 08, 2024 | |
Interest rate | 16% | |||
Proceeds from loans | $ 15,000 | $ 55,000 | ||
Oncotelic Therapeutics [Member] | ||||
Accrued interest on notes payable | $ 1,133 | |||
Common Stock [Member] | ||||
Number of shares issued, value | $ 15,000,000 | |||
Number of shares issued, shares | 47,923,322 |