Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 1-16467 | ||
Entity Registrant Name | RespireRx Pharmaceuticals Inc. | ||
Entity Central Index Key | 0000849636 | ||
Entity Tax Identification Number | 33-0303583 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 126 Valley Road | ||
Entity Address, Address Line Two | Suite C | ||
Entity Address, City or Town | Glen Rock | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07452 | ||
City Area Code | (201) | ||
Local Phone Number | 444-4947 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,476,607 | ||
Entity Common Stock, Shares Outstanding | 97,894,276 | ||
Documents Incorporated by Reference | NONE | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 200 | ||
Auditor Name | HASKELL & WHITE LLP | ||
Auditor Location | Irvine, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 1,398 | $ 825 |
Deferred financing costs | 177,883 | 52,609 |
Prepaid expenses | 29,456 | 31,653 |
Total current assets | 208,737 | 85,087 |
Total assets | 208,737 | 85,087 |
Current liabilities: | ||
Accounts payable and accrued expenses, including $483,195 and $635,146 payable to related parties at December 31, 2021 and 2020, respectively | 5,235,767 | 4,923,947 |
Accrued compensation and related expenses | 2,608,708 | 1,540,809 |
Convertible notes payable, currently due and payable on demand, including accrued interest of $151,391 and $85,693 at December 31, 2021 and 2020, respectively, (of which $57,085, including accrued interest of $32,085, was deemed to be in default at December 31, 2021) (Note 4) | 790,153 | 414,860 |
Note payable to SY Corporation, including accrued interest of $459,358 and $411,385 at December 31, 2021 and 2020, respectively, payment obligation currently in default (Note 4) | 837,104 | 864,551 |
Notes and advances payable to officers, including accrued interest of $59,006 and $46,717 at December 31, 2021 and 2020, respectively (Note 4) | 230,356 | 213,067 |
Notes payable to former officer, including accrued interest of $77,622 and $58,965 as of December 31, 2021 and December 31, 2020, respectively (Note 4) | 205,222 | 186,565 |
Other short-term notes payable | 15,185 | 4,608 |
Total current liabilities | 9,922,495 | 8,148,407 |
Long-term liabilities | ||
Long-term accounts payable associated with payment settlement agreements, including long-term accounts payable due to affiliates of $294,000 and $0 as of December 31, 2021 and 2020 respectively (Note 5) | 294,000 | |
Total long-term liabilities | 294,000 | |
Total liabilities | 10,216,495 | 8,148,407 |
Stockholders’ deficiency: (Note 6) | ||
Series B convertible preferred stock, $0.001 par value; $0.6667 per share liquidation preference; aggregate liquidation preference $25,001; shares authorized: 37,500; shares issued and outstanding: 37,500; common shares issuable upon conversion at 0.000030 common shares per Series B share: 1 | 21,703 | 21,703 |
Common stock, $0.001 par value; shares authorized: 2,000,000,000; shares issued and outstanding: 97,894,276 and 71,271,095 at December 31, 2021 and 2020, respectively (reflected on a post 10 for 1 reverse stock split basis which occurred on January 5, 2021) | 97,894 | 71,271 |
Additional paid-in capital | 163,827,781 | 162,654,002 |
Accumulated deficit | (173,955,136) | (170,810,296) |
Total stockholders’ deficiency | (10,007,758) | (8,063,320) |
Total liabilities and stockholders’ deficiency | $ 208,737 | $ 85,087 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts payable and accrued expenses payable to related parties | $ 483,195 | $ 635,146 |
Debt Instrument, Debt Default, Amount | 57,085 | |
Due to affiliates | $ 294,000 | $ 0 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Shares Authorized | 5,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares, Outstanding | 97,894,276 | 71,271,095 |
Stockholders' Equity, Reverse Stock Split | 10 for 1 reverse stock split basis which occurred on January 5, 2021 | |
Series B Convertible Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Liquidation Preference Per Share | $ 0.6667 | |
Preferred Stock, Liquidation Preference, Value | $ 25,001 | |
Preferred Stock, Shares Authorized | 37,500 | |
Preferred Stock, Shares Outstanding | 37,500 | |
Preferred Stock, Convertible, Conversion Price | $ 0.000030 | |
Officer [Member] | ||
Interest Payable, Current | $ 59,006 | $ 46,717 |
Former Officer [Member] | ||
Interest Payable, Current | 77,622 | 58,965 |
SY Corporation [Member] | ||
Interest Payable, Current | 459,358 | 411,385 |
Deemed to be in Default [Member] | ||
Debt Instrument, Debt Default, Amount | 32,085 | |
Convertible Notes Payable [Member] | ||
Interest Payable, Current | $ 151,391 | $ 85,693 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | ||
General and administrative, including $1,104,226 and $1,230,370 to related parties for the years ended December 31, 2021 and 2020, respectively | $ 1,857,085 | $ 2,676,860 |
Research and development, including $448,625 and $490,850 to related parties for the years ended December 31, 2021 and 2020, respectively | 702,043 | 638,275 |
Total operating costs and expenses | 2,559,128 | 3,315,135 |
Loss from operations | (2,559,128) | (3,315,135) |
Gain on warrant exchange | 1,099 | |
Gain/(Loss) on extinguishment of debt and other liabilities in exchange for equity | 62,548 | (389,902) |
Interest expense, including $12,289 and $11,329 to related parties for the years ended December 31, 2021 and 2020, respectively | (724,769) | (545,675) |
Foreign currency transaction gain (loss) | 75,410 | (50,499) |
Net loss | (3,144,840) | (4,301,211) |
Deemed dividends from warrant anti-dilution provisions | (378,042) | (1,440,214) |
Net loss attributable to common shareholders | $ (3,522,882) | $ (5,741,425) |
Net loss per common share - basic and diluted respectively (reflected on a post 10 for 1 reverse stock split basis which occurred on January 5, 2021) | $ (0.04) | $ (0.22) |
Weighted average common shares outstanding - basic and diluted respectively (reflected on a post 10 for 1 reverse stock split basis which occurred on January 5, 2021) | 88,347,206 | 25,855,664 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | $ 1,104,226 | $ 1,230,370 |
Costs and Expenses, Related Party | 448,625 | 490,850 |
Interest expense to related parties | $ 12,289 | $ 11,329 |
Stockholders' Equity, Reverse Stock Split | 10 for 1 reverse stock split basis which occurred on January 5, 2021 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficiency - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Beginning balance | $ (8,063,320) | $ (7,444,819) |
Issuance of Common Stock for payment of accrued compensation | 306,000 | |
Issuances of Series H Preferred Stock payment of accrued compensation | 1,378,218 | |
Issuance of Series H Preferred Stock for payment of accounts payable | 307,015 | |
Conversion of Series H Preferred Stock to Common Stock | (1,685,233) | |
Issuance of Common Stock and Warrants for Conversion of Series H Preferred Stock | 1,685,233 | |
Sale of common stock | 117,299 | 86,137 |
Note payable issued with Common Stock | (40,000) | |
Note discounts | 90,000 | |
Issuance of Common Stock upon conversion of Convertible Notes | $ 332,510 | 1,126,638 |
Issuance of common stock upon conversion of convertible notes, shares | 48,173,552 | |
Stock-based compensation | $ 58,750 | 384,250 |
Cashless Warrant exercises | ||
Warrants issued with convertible debt | 44,452 | |
Net Loss | (3,144,840) | (4,301,211) |
Costs of stock issuance | (52,609) | |
Issuance of note commitment shares and beneficial conversion feature | 70,488 | |
Adjustment due to reverse stock split | ||
Gain on warrant exchange | (1,099) | |
Issuance of notes payable with beneficial conversion features, other note discounts, warrant, and/or commitment shares | 675,063 | |
Issuance of common stock upon cashless warrant exercise | ||
Net loss | (3,144,840) | (4,301,211) |
Ending balance | (10,007,758) | (8,063,320) |
Common Stock [Member] | ||
Beginning balance | $ 71,271 | $ 418 |
Beginning balance, shares | 71,271,095 | 417,507 |
Issuance of Common Stock for payment of accrued compensation | $ 900 | |
Issuance of common stock for payment of accrued compensation, shares | 900,000 | |
Issuances of Series H Preferred Stock payment of accrued compensation | ||
Issuance of Series H Preferred Stock for payment of accounts payable | ||
Conversion of Series H Preferred Stock to Common Stock | ||
Issuance of Common Stock and Warrants for Conversion of Series H Preferred Stock | $ 25,377 | |
Issuance of Common Stock and Warrants for Conversion of Series H Preferred Stock, shares | 25,377,426 | |
Sale of common stock | $ 3,600 | $ 7,900 |
Sale of common stock, shares | 3,600,000 | 7,900,000 |
Note payable issued with Common Stock | ||
Note discounts | ||
Issuance of Common Stock upon conversion of Convertible Notes | $ 16,625 | $ 26,291 |
Issuance of common stock upon conversion of convertible notes, shares | 16,625,557 | 26,291,373 |
Stock-based compensation | ||
Cashless Warrant exercises | $ 10,385 | |
Cashless warrant exercises, shares | 10,384,789 | |
Warrants issued with convertible debt | ||
Costs of stock issuance | ||
Issuance of note commitment shares and beneficial conversion feature | $ 3,553 | |
Issuance of note commitment chares and beneficial conversion feature, shares | 3,553,000 | |
Adjustment due to reverse stock split | ||
Adjustment due to reverse stock split, shares | (56) | |
Gain on warrant exchange | ||
Issuance of notes payable with beneficial conversion features, other note discounts, warrant, and/or commitment shares | ||
Issuance of common stock upon cashless warrant exercise | $ 2,845 | |
Issuance of common stock upon cashless warrant exercise, shares | 2,844,680 | |
Net loss | ||
Ending balance | $ 97,894 | $ 71,271 |
Ending balance, shares | 97,894,276 | 71,271,095 |
Additional Paid-in Capital [Member] | ||
Beginning balance | $ 162,654,002 | $ 159,042,145 |
Issuance of Common Stock for payment of accrued compensation | 305,100 | |
Issuances of Series H Preferred Stock payment of accrued compensation | 1,378,217 | |
Issuance of Series H Preferred Stock for payment of accounts payable | 307,015 | |
Conversion of Series H Preferred Stock to Common Stock | (1,685,232) | |
Issuance of Common Stock and Warrants for Conversion of Series H Preferred Stock | 1,659,856 | |
Sale of common stock | 113,699 | 78,237 |
Note payable issued with Common Stock | (40,000) | |
Note discounts | 90,000 | |
Issuance of Common Stock upon conversion of Convertible Notes | 315,885 | 1,100,347 |
Stock-based compensation | 58,750 | 384,250 |
Cashless Warrant exercises | (10,385) | |
Warrants issued with convertible debt | 44,452 | |
Costs of stock issuance | (52,609) | |
Issuance of note commitment shares and beneficial conversion feature | 66,935 | |
Adjustment due to reverse stock split | ||
Gain on warrant exchange | (1,099) | |
Issuance of notes payable with beneficial conversion features, other note discounts, warrant, and/or commitment shares | 675,063 | |
Issuance of common stock upon cashless warrant exercise | (2,845) | |
Net loss | ||
Ending balance | 163,827,781 | 162,654,002 |
Retained Earnings [Member] | ||
Beginning balance | (170,810,296) | (166,509,085) |
Issuance of Common Stock for payment of accrued compensation | ||
Issuances of Series H Preferred Stock payment of accrued compensation | ||
Issuance of Series H Preferred Stock for payment of accounts payable | ||
Conversion of Series H Preferred Stock to Common Stock | ||
Issuance of Common Stock and Warrants for Conversion of Series H Preferred Stock | ||
Sale of common stock | ||
Note payable issued with Common Stock | ||
Note discounts | ||
Issuance of Common Stock upon conversion of Convertible Notes | ||
Stock-based compensation | ||
Cashless Warrant exercises | ||
Warrants issued with convertible debt | ||
Net Loss | (4,301,211) | |
Costs of stock issuance | ||
Issuance of note commitment shares and beneficial conversion feature | ||
Adjustment due to reverse stock split | ||
Gain on warrant exchange | ||
Issuance of notes payable with beneficial conversion features, other note discounts, warrant, and/or commitment shares | ||
Issuance of common stock upon cashless warrant exercise | ||
Net loss | (3,144,840) | |
Ending balance | (173,955,136) | (170,810,296) |
Series B and Series H Convertible Preferred Stock [Member] | Preferred Stock [Member] | ||
Beginning balance | $ 21,703 | $ 21,703 |
Beginning balance, shares | 37,500 | 37,500 |
Issuance of Common Stock for payment of accrued compensation | ||
Issuances of Series H Preferred Stock payment of accrued compensation | $ 1 | |
Issuances of series H preferred stock payment of accrued compensation, shares | 1,383 | |
Issuance of Series H Preferred Stock for payment of accounts payable | $ 0 | |
Issuance of series H preferred stock for payment of accounts payable, shares | 241 | |
Conversion of Series H Preferred Stock to Common Stock | $ (1) | |
Conversion of series H preferred stock to common stock, shares | (1,624) | |
Issuance of Common Stock and Warrants for Conversion of Series H Preferred Stock | ||
Sale of common stock | ||
Note payable issued with Common Stock | ||
Note discounts | ||
Issuance of Common Stock upon conversion of Convertible Notes | ||
Stock-based compensation | ||
Cashless Warrant exercises | ||
Warrants issued with convertible debt | ||
Costs of stock issuance | ||
Issuance of note commitment shares and beneficial conversion feature | ||
Adjustment due to reverse stock split | ||
Gain on warrant exchange | ||
Issuance of notes payable with beneficial conversion features, other note discounts, warrant, and/or commitment shares | ||
Issuance of common stock upon cashless warrant exercise | ||
Net loss | ||
Ending balance | $ 21,703 | $ 21,703 |
Ending balance, shares | 37,500 | 37,500 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (3,144,840) | $ (4,301,211) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discounts related to convertible notes payable | 552,787 | 374,080 |
Costs associated with convertible note conversion paid with common stock | 49,219 | |
Gain on warrant exchange | (1,099) | |
Loss on extinguishment of debt | 323,996 | |
Loss on extinguishment of other liabilities | 65,906 | |
Stock-based compensation and fees included in - | ||
General and administrative expenses | 28,000 | 345,500 |
Research and development expenses and vesting options | 30,750 | 38,750 |
Foreign currency transaction loss (gain) | (75,410) | 50,499 |
(Increase) decrease in - | ||
Prepaid expenses and advanced clinical research payments | 2,197 | (3,014) |
Deferred financing costs | (177,883) | |
Increase (decrease) in - | ||
Accounts payable and accrued expenses | 605,820 | 1,260,634 |
Accrued compensation and related expenses | 1,067,899 | 1,141,186 |
Accrued interest payable | 155,607 | 141,454 |
Net cash used in operating activities | (956,172) | (513,001) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock | 117,299 | 162,886 |
Proceeds from insurance premium financings, net of repayments | 10,577 | |
Proceeds from officer notes | 5,000 | 59,500 |
Proceeds from issuance of notes payable | 823,869 | 274,750 |
Net cash provided by financing activities | 956,745 | 497,136 |
Cash and cash equivalents: | ||
Net increase (decrease) | 573 | (15,865) |
Balance at beginning of period | 825 | 16,690 |
Balance at end of period | 1,398 | 825 |
Cash paid for - | ||
Interest | 8,653 | 6,466 |
Non-cash financing activities: | ||
Issuance of common stock in exchange for extinguishment of Convertible Notes Payable, inclusive of interest and conversion fees paid with commons stock upon principal repayment of convertible notes payable | 332,510 | 737,338 |
Issuance of Common Stock as commitment shares upon issuance of convertible notes | 70,488 | |
Cashless warrant exercises | 2,845 | |
Deferred offering costs applied against equity proceeds | 52,609 | |
Accounts payable and accrued expenses extinguished with common stock options | 35,000 | 241,109 |
Conversion of accounts payable to long-term liabilities | 294,000 | |
Issuance of common stock in payment of accrued compensation | 1,684,218 | |
Issuance of commitment note for equity line | 40,000 | |
Issuance of warrants with convertible notes | 323,096 | 44,451 |
Beneficial conversion feature associated with convertible notes | 351,967 | 90,000 |
Increase in principal amount of convertible note | 13,000 | |
Short-term note payable issued in connection with financing of directors and officers insurance policy | 90,962 | 70,762 |
Short-term note payable issued in connection with financing of clinical trial and other office insurance policies | $ 9,253 | $ 9,215 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Organization RespireRx Pharmaceuticals Inc. (“RespireRx”) was formed in 1987 under the name Cortex Pharmaceuticals, Inc. to engage in the discovery, development and commercialization of innovative pharmaceuticals for the treatment of neurological and psychiatric disorders. On December 16, 2015, RespireRx filed a Certificate of Amendment to its Second Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to amend its Second Restated Certificate of Incorporation to change its name from Cortex Pharmaceuticals, Inc. to RespireRx Pharmaceuticals Inc. In August 2012, RespireRx acquired Pier Pharmaceuticals, Inc. (“Pier”), which is now a wholly owned subsidiary. Pier was a clinical stage biopharmaceutical company developing a pharmacologic treatment for obstructive sleep apnea (“OSA”) and had been engaged in research and clinical development activities which activities are now in RespireRx. Basis of Presentation The consolidated financial statements are of RespireRx and its wholly-owned subsidiary, Pier. |
Business
Business | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Business | 2. Business The mission of the Company is to develop innovative and revolutionary treatments to combat disorders caused by disruption of neuronal signaling. We are developing treatment options that address conditions affecting millions of people, but for which there are limited or poor treatment options, including OSA, ADHD, epilepsy, acute and chronic pain, including inflammatory and neuropathic pain, and recovery from SCI). We are also considering developing treatment options for other conditions based on results of preclinical and clinical studies to date. In order to facilitate our business activities and product development, the Company has implemented an internal restructuring plan based upon our two research platforms: pharmaceutical cannabinoids and neuromodulators. The business unit focused on pharmaceutical cannabinoids is referred to as ResolutionRx and the business unit focused on neuromodulators is referred to as EndeavourRx. It is anticipated that the Company will use, at least initially, its management personnel to provide management, operational and oversight services to these two business units. (i) ResolutionRx, our pharmaceutical cannabinoids platform is developing compounds that target the body’s endocannabinoid system, and in particular, the re-purposing of dronabinol, an endocannabinoid CB1 and CB2 receptor agonist, for the treatment of OSA. Dronabinol is already approved by the FDA for other indications. (ii) EndeavourRx, our neuromodulators platform is made up of two programs: (a) our AMPAkines program, which is developing proprietary compounds that act as positive allosteric modulators (“PAMs”) of AMPA-type glutamate receptors to promote neuronal function and (b) our GABAkines program, which is developing proprietary compounds that act as PAMs of GABAA receptors, and which was recently established pursuant to our entry into a patent license agreement (the “UWMRF Patent License Agreement”) with the University of Wisconsin-Milwaukee Research Foundation, Inc., an affiliate of the University of Wisconsin-Milwaukee (“UWMRF”), into a patent license agreement. Management intends to organize our ResolutionRx and EndeavourRx business units into two subsidiaries: (i) a ResolutionRx subsidiary, into which we would contribute our pharmaceutical cannabinoid platform and its related tangible and intangible assets and certain of its liabilities and (ii) an EndeavourRx subsidiary, into which we would contribute our neuromodulator platform, including both the AMPAkine and GABAkine programs and their related tangible and intangible assets and certain of their liabilities. Management believes that there are advantages to separating these platforms formally into newly formed subsidiaries, including but not limited to optimizing their asset values through separate financing channels and making them more attractive for capital raising as well as for strategic transactions. The Company is also engaged in business development efforts (licensing/sub-licensing, joint venture and other commercial structures) with a view to securing strategic partnerships that represent strategic and operational infrastructure additions, as well as cash and in-kind funding opportunities. These efforts have focused on, but have not been limited to, transacting with brand and generic pharmaceutical and biopharmaceutical companies as well as companies with potentially useful formulation or manufacturing capabilities, significant subject matter expertise and financial resources. No assurance can be given that any transaction will come to fruition and that if it does, that the terms will be favourable to the Company. Financing our Platforms Our major challenge has been to raise substantial equity or equity-linked financing to support research and development plans for our cannabinoid and neuromodulator platforms, while minimizing the dilutive effect to pre-existing stockholders. At present, we believe that we are hindered primarily by our public corporate structure, our OTCQB listing, and low market capitalization as a result of our low stock price. For this reason, the Company has effected an internal restructuring plan through which our two drug platforms have been reorganized into separate business units and may in the future, be organized into subsidiaries of RespireRx. We believe that by creating one or more subsidiaries to further the aims of ResolutionRx and EndeavourRx, it may be possible, through separate finance channels, to unlock the unrealized asset values of each. The Company filed a Form 1-A which included an offering circular that was qualified by The Securities and Exchange Commission on December 13, 2021 and subsequently amended. The offering is of the Company’s common stock and is up to $ 7.5 million at $ 0.02 per share and allows for multiple closings until October 31, 2023 unless earlier terminated by the Company. As of December 31`, 2021, no closings had taken place. Going Concern The Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred net losses of $ 3,144,840 and $ 4,301,211 for the fiscal years ended December 31, 2021 and 2020, respectively, and negative operating cash flows of $ 956,172 and $ 513,001 for the fiscal years ended December 31, 2021 and 2020, respectively. The Company also had a stockholders’ deficiency of $ 10,007,758 at December 31, 2021 and expects to continue to incur net losses and negative operating cash flows for at least the next few years. Additionally, the Company has, with respect to six convertible notes outstanding, $ 562,000 maturity amount plus accrued interest of $ 39,607 (as of December 31, 2021) maturing between April 22, 2022 and June 30, 2022, which must be paid, converted or otherwise have maturity dates extended in order to avoid a default on such convertible notes. In addition, the Company’s obligation to the University of Illinois of $ 100,000 The Company is currently, and has for some time, been in significant financial distress. It has extremely limited cash resources and current assets and has no ongoing source of sustainable revenue. Management is continuing to address various aspects of the Company’s operations and obligations, including, without limitation, debt obligations, financing requirements, intellectual property, licensing agreements, legal and patent matters and regulatory compliance, and has taken steps to continue to raise new debt and equity capital to fund the Company’s business activities from both related and unrelated parties. The Company is continuing its efforts to raise additional capital in order to be able to pay its liabilities and fund its business activities on a going forward basis, including the pursuit of the Company’s planned research and development activities. The Company regularly evaluates various measures to satisfy the Company’s liquidity needs, including development and other agreements with collaborative partners and, when necessary, seeking to exchange or restructure the Company’s outstanding securities. The Company is evaluating certain changes to its operations and structure to facilitate raising capital from sources that may be interested in financing only discrete aspects of the Company’s development programs. Such changes could include a significant reorganization, which may include the formation of one or more subsidiaries into which one or more programs may be contributed. As a result of the Company’s current financial situation, the Company has limited access to external sources of debt and equity financing. Accordingly, there can be no assurances that the Company will be able to secure additional financing in the amounts necessary to fully fund its operating and debt service requirements. If the Company is unable to access sufficient cash resources, the Company may be forced to discontinue its operations entirely and liquidate. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of RespireRx and its wholly-owned subsidiary, Pier. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, among other things, accounting for potential liabilities, and the assumptions used in valuing stock-based compensation issued for services. Actual amounts may differ from those estimates. Reverse Stock Split on January 5, 2021 On January 5, 2021, the Company effected a ten to one reverse-stock split of its common stock . Every ten shares of the “old” common stock was exchanged for one “new” share of common stock rounded down to the nearest whole share with any fractional shares of common stock paid to the stockholder in cash. Option and warrant issuances prior to January 5, 2021 have also been proportionately adjusted by dividing the number of shares into which such options and warrants may exercise by ten and multiplying the exercise price by ten. The effect of the reverse-stock split has been reflected retroactively in the Company’s consolidated financial statements as of December 31, 2020 and for the fiscal year ended December 31, 2020. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company limits its exposure to credit risk by investing its cash with high quality financial institutions. The Company’s cash balances may periodically exceed federally insured limits. The Company has not experienced a loss in such accounts to date. Value of Financial Instruments The authoritative guidance with respect to fair value of financial instruments established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers into and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded, non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models. The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The carrying amounts of financial instruments (consisting of cash and accounts payable and accrued expenses) are considered by the Company to be representative of the respective fair values of these instruments due to the short-term nature of those instruments. With respect to the note payable to SY Corporation and the convertible and other notes payable, management does not believe that the credit markets have materially changed for these types of borrowings since the original borrowing date. The Company considers the carrying amounts of the notes payable to officers and former officers, inclusive of accrued interest, to be representative of the respective fair values of such instruments due to the short-term nature of those instruments and their terms. Deferred Financing Costs Costs incurred in connection with ongoing debt and equity financings, including legal fees, are deferred until the related financing is either completed or abandoned. Costs related to abandoned debt or equity financings are charged to operations in the period of abandonment. Costs related to completed equity financings are netted against the proceeds. Capitalized Financing Costs The Company presents debt issuance costs related to debt liability in its consolidated balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation for debt discounts. Convertible Notes Payable Convertible notes are evaluated to determine if they should be recorded at amortized cost. To the extent that there are associated warrants, commitment shares or a beneficial conversion feature, the convertible notes and warrants are evaluated to determine if there are embedded derivatives to be identified, bifurcated and valued at fair value in connection with and at the time of such financing. Notes Exchanges In cases where debt or other liabilities are exchanged for equity, the Company compares the carrying value of debt, inclusive of accrued interest, if applicable, being exchanged, to the fair value of the equity issued and records any loss or gain as a result of such exchange. See Note 4. Notes Payable. Extinguishment of Debt and Settlement of Liabilities The Company accounts for the extinguishment of debt and settlement of liabilities by comparing the carrying value of the debt or liability to the value of consideration paid or assets given up and recognizing a loss or gain in the consolidated statement of operations in the amount of the difference in the period in which such transaction occurs. Prepaid Insurance Prepaid insurance represents the premium paid in March 2021 for directors’ and officers’ insurance as well as the amount paid in April 2021 for office-related insurances and clinical trial coverage. Directors’ and Officers’ insurance tail coverage, purchased in March 2013 expired in March 2020 and all prepaid amounts have been fully amortized. The amounts of prepaid insurance amortizable in the ensuing twelve-month period are recorded as prepaid insurance in the Company’s consolidated balance sheet at each reporting date and amortized to the Company’s consolidated statement of operations for each reporting period. Stock-Based Awards The Company periodically issues common stock and stock options to officers, directors, Scientific Advisory Board members , consultants and other vendors for services rendered. Such issuances vest and expire according to terms established at the issuance date of each grant. The Company accounts for stock-based payments to officers and directors, outside consultants and vendors measuring the cost of services received in exchange for equity awards based on the grant date fair value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s consolidated financial statements over the vesting period of the awards. Stock grants, which are sometimes subject to time-based vesting, are measured at the grant date fair value of the common stock and charged to operations ratably over the vesting period. Stock options granted to members of the Company’s outside consultants and other vendors are valued on the grant date. As the stock options vest, the Company recognizes this expense over the period in which the services are provided. The value of stock options granted as stock-based compensation is determined utilizing the Black-Scholes option-pricing model, and is affected by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option as compared to the fair value of the common stock on the grant date, and the estimated volatility of the common stock over the estimated life of the equity award. Estimated volatility is based on the historical volatility of the Company’s common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair value of common stock is determined by reference to the quoted market price of the Company’s common stock. Stock options and warrants issued to non-employees as compensation for services to be provided to the Company or in settlement of debt are accounted for based upon the fair value of the services provided or the estimated fair value of the stock option or warrant, whichever can be more clearly determined. Management uses the Black-Scholes option-pricing model to determine the fair value of the stock options and warrants issued by the Company. The Company recognizes this expense over the period in which the services are provided. As of December 31, 2021, there were stock option grants exercisable into 9,306,368 shares of common stock granted to three officers who are also directors (one of which officer resigned effective January 31, 2022, but still retains the options which were fully vested), one director who is not an officer, consultants and other vendors. Certain stock options granted were subject to vesting schedules. Stock options exercisable into 3,069,444 shares of common stock vested during the fiscal year ended December 31, 2021. The Black-Scholes value of vested stock options granted during the fiscal year ended December 31, 2021 was $ 39,500 35,000 54,250 For stock options requiring an assessment of fair value during the fiscal years ended December 31, 2021 and 2020 the fair value of each stock option award was estimated using the Black-Scholes option-pricing model using the following assumptions: Summary of Fair Value of Option Estimated Using Black-Scholes Pricing Model with Valuation Assumptions 2021 2020 Risk-free interest rate 1.24 % 0.21 - 0.28 % Expected dividend yield 0 % 0 % Expected volatility 189.33 % 412.81 - 426.92 % Expected life at date of issuance 5 5 The expected life is estimated to be equal to the term of the common stock options issued in 2021. The Company recognizes the fair value of stock-based awards in general and administrative costs and in research and development costs, as appropriate, in the Company’s consolidated statements of operations. The Company issues new shares of common stock to satisfy stock option and warrant exercises. There were no stock options exercised during the fiscal years ended December 31, 2021 and 2020. Warrants exercisble into 380,568 shares of Common Stock with a value of $ 16,200 were issued to a placement agent during the fiscal year ended December 31, 2021. There were no other warrants issued as compensation or for services during the fiscal years ended December 31, 2021 and 2020 requiring such assessment. Warrants, if issued for services, are typically issued to placement agents or brokers for fund raising services and are not issued from any of the Company’s stock and option plans, from which options issued to non-employees for services are typically issued. For warrants requiring an assessment of fair value during the fiscal years ended December 31, 2021 and 2020 the fair value of each warrant was estimated using the Black-Scholes option-pricing model using the following assumptions: Schedule of Fair Value of Warrants Estimated Using Black- Scholes Pricing Model with Valuation Assumptions 2021 2020 Risk-free interest rate 0.80- 1.02 % 0.21 - 0.28 % Expected dividend yield 0 % 0 % Expected volatility 192.64 - 353.06 % 412.81 - 426.92 % Expected life at date of issuance 5 5 Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. Pursuant to Internal Revenue Code Sections 382 and 383, use of the Company’s net operating loss and credit carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three-year period since the last ownership change. The Company may have had a change in control under these Sections. However, the Company does not anticipate performing a complete analysis of the limitation on the annual use of the net operating loss and tax credit carryforwards until the time that it anticipates it will be able to utilize these tax attributes. As of December 31, 2021, the Company did not have any unrecognized tax benefits related to various federal and state income tax matters and does not anticipate any material amount of unrecognized tax benefits within the next 12 months. The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of December 31, 2021, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. Foreign Currency Transactions The note payable to SY Corporation, which is denominated in a foreign currency (the South Korean Won), is translated into the Company’s functional currency (the United States Dollar) at the exchange rate on the balance sheet date. The foreign currency exchange gain or loss resulting from translation is recognized in the related consolidated statements of operations. Research and Development Research and development costs include compensation paid to management directing the Company’s research and development activities, including but not limited to compensation paid to our Chief Scientific Officer and fees paid to consultants and outside service providers and organizations (including research institutes at universities), and other expenses relating to the acquisition, design, development and clinical testing of the Company’s treatments and product candidates. License Agreements Obligations incurred with respect to mandatory payments provided for in license agreements are recognized ratably over the appropriate period, as specified in the underlying license agreement, and are recorded as liabilities in the Company’s consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s consolidated statement of operations. Obligations incurred with respect to milestone payments provided for in license agreements are recognized when it is probable that such milestone will be reached and are recorded as liabilities in the Company’s consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s consolidated statement of operations. Patent Costs Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s research efforts and any related patent applications, all patent costs, including patent-related legal and filing fees, are expensed as incurred and are charged to general and administrative expenses. Earnings per Share The Company’s computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., warrants and options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Net income (loss) attributable to common stockholders consists of net income or loss, as adjusted for actual and deemed preferred stock dividends declared, amortized or accumulated. The Company recorded a deemed dividend for the issuance of warrants during year ended December 31, 2021 and December 31, 2020 of $ 378,042 1,440,214 , respectively. The deemed dividend is added to the net loss in determining the net loss available to common stockholders. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because all warrants and stock options outstanding are anti-dilutive. At December 31, 2021 and 2020, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2021 2020 December 31, 2021 2020 Series B convertible preferred stock 1 1 Convertible notes payable 48,173,552 13,333,036 Common stock warrants 59,420,298 28,809,352 Common stock options 9,306,368 7,165,215 Total 116,900,219 49,307,604 Reclassifications Certain comparative figures in 2020 have been reclassified to conform to the current year’s presentation. These reclassifications were immaterial, both individually and in the aggregate. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The subtitle is Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This Accounting Standard Update (“ASU”) addresses complex financial instruments that have characteristics of both debt and equity. The application of this ASU would reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models would result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The Company has historically issued complex financial instruments and has considered whether embedded conversion features have existed within those contracts or whether derivatives would appropriately be bifurcated. To date, no such bifurcation has been necessary. However, it is possible that this ASU may have a substantial impact on the Company’s financial statements. Management is evaluating the potential impact. This ASU becomes effective for fiscal years beginning after December 15, 2023. In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions between Topic 321, Topic 323, Equity Method and Joint Ventures, and Topic 815, Derivatives and Hedging which represents an amendment clarifying the interaction between accounting standards related to equity securities, equity method investments and certain derivatives. The guidance is effective for fiscal years beginning after December 15, 2020. Adoption had no material impact on our consolidated financial statements as of December 31, 2021. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | 4. Notes Payable Convertible Notes Payable On February 19, 2021, April 1, 2021, May 3, 2021, May 10, 2021, June 30, 2021, August 31, 2021 and October 7, 2021, the Company closed on financings, pursuant to which, seven convertible notes were issued to six separate investors, due in each case, except for the February 19, 2021 note, one year from the effective date (which for the each note was February 17, 2021, March 31, 2021, April 30, 2021, May 10, 2021, June 29, 2021, August 31, 2021, and October 7, 2021 respectively), with maturity amounts of $ 112,000 , $ 112,500 , $ 150,000 , $ 150,000 , $ 115,000 , $ 115,000 and $ 115,000 , respectively. The February 17, 2021 note had an original maturity date nine months from the effective date, which had been extended to February 17, 2022 and extended again to June 17, 2022. In addition, the noteholder of the February 17, 2011 note received 2,000,000 commitment shares as consideration. The other noteholders received as consideration, warrants to purchase 2,400,000 , 3,200,000 , 3,200,000 , 2,453,333 , 5,750,000 and 5,750,000 shares of common stock, respectively, each exercisable for a period of five years at an exercise price of $ 0.02 per share. The August 31, 2021 issuance triggered the most-favored nation provisions of four notes already outstanding, resulting in the issuance of 15,121,667 additional warrants on September 7, 2021. As a result of the note issuances, the Company received net proceeds of $97,500 , $ 96,750 , $ 123,400 , $ 123,400 , $ 100,000 , $103,500 and $ 103,500 respectively, for an aggregate of $ 748,050 . The difference between the maturity amounts and the net proceeds were due to original issue discounts, in all seven cases, investor legal fees in five cases and in two cases, broker fees. The seven notes are convertible at a fixed price of $ 0.02 per share and bear interest at 10 % per year which interest is guaranteed regardless of prepayment. The Company has or had the right to prepay the notes during the first six months subject to prepayment premiums that range from 0 % to 15 % ( 100 % to 115 % of the maturity amount plus accrued interest and any default interest and similar costs). On July 28, 2020, RespireRx issued a convertible note, as amended (“Commitment Note”) to a single investor pursuant to, and to induce the investor to enter into an equity purchase agreement (“EPA”) dated July 28, 2020. The Commitment Note had an initial face amount of $ 25,000 which was subsequently amended on September 30, 2020 to increase the maturity amount to $ 40,000 and extend the maturity date to July 28, 2021 and amended a second time on July 27, 2021 to increase the principal amount to $ 45,000 and extend the maturity date to December 1, 2021 and amended a third time to increase the principal amount to $ 53,000 and extend the maturity date to June 30, 2022 . On March 15, 2021, RespireRx received a conversion notice pursuant to which the investor converted $ 25,000 of principal amount into 1,250,000 shares of Common Stock. As of December 31, 2021 there was $ 28,000 of principal amount and $ 6,368 of accrued interest outstanding with respect to this Commitment Note. The additions to principal amount have been recorded as a debt discount and amortized to interest expense. On December 23, 2021, RespireRx entered into a Note Purchase Agreement (the “NPA”) pursuant to which the investor provided a sum of $ 78,300 75,820 87,000 (which difference in value as compared to the Consideration is due to an original issue discount of $ 8,700 ), and 1,553,000 commitment shares. The note matures 120 days after the issue date unless extended by the Company to a date that is 180 days following the issue date. The note is convertible only in the event of a default as defined in the note. If an event of default occurs, the note is convertible at $ 0.02 per share of Common Stock. Pursuant to the terms of the NPA, on the 121 st 4,785,000 shares of the Common Stock unless the Company properly extends the maturity date, at which time, upon the 181 st 6,525,000 shares of Common Stock. The warrant or warrants if issued, will be exercisable for five years at an exercise price of $ 0.02 per share of Common Stock on a cash or cashless basis. In addition, and to induce investor to enter into the NPA, the Company has, pursuant to the NPA, granted to the investor, piggy-back registration rights under the Securities Act of 1933, as amended (the “Securities Act”) with respect to the Common Stock issuable pursuant to the NPA. The note obligates the Company to pay on the 120 th 87,000 together with interest at a rate equal to 10 % per annum. The interest, is guaranteed and earned in full as of the effective date of the note. Any amount of principal or interest that is not paid by the maturity date would bear interest at the rate of 24 % from the maturity date to the date it is paid. The conversion rights and warrant exercise rights become effective upon any event of default, provided that the conversion would not result in the investor beneficially owning more than 9.99 % of the Company’s then outstanding Common Stock. The conversion price or warrant exercise price, as applicable would be equal to $ 0.02 , subject to equitable adjustments for stock splits, stock dividends, combinations, recapitalizations, extraordinary distributions and similar events. Upon any conversion, all rights with respect to the portion of the note being so converted will terminate, except for the right to receive Common Stock or other securities, cash or other assets as provided for in the Note. At any time during the period beginning on the issuance date and ending on the date which is day immediately prior to the maturity date, the Company shall have the right, exercisable on not less than three (3) trading days prior written notice to the investor or other holder, of the note, to prepay the outstanding note (principal and accrued interest), in full by making a payment to the investor or other holder of an amount in cash equal to 110 (10% prepayment premium), multiplied by the sum of: (w) the then outstanding principal amount of the note plus (x) accrued and unpaid interest on the unpaid principal amount of the note. To the extent a partial prepayment is made, the amount of principal and/or accrued but unpaid interest deemed prepaid, shall be 90.9090% of the amount paid and 9.0909% shall be deemed the 10% prepayment premium. While any portion of the note is outstanding, if the Company receives cash proceeds from a closing of an offering pursuant to Regulation A, the Company shall, within one (1) business day of the Company’s receipt of such proceeds, inform the holder, of such receipt, following which holder has the right to require the Company to immediately apply 10% or any lesser portion of such proceeds to repay all or any portion of the outstanding amounts owed under the note. In the event that such proceeds are received by holder prior to the maturity date, the required prepayment shall be subject to all prepayment terms in the note . The note also requires that the Company reserve the greater of (i) 16,312,500 shares of Common Stock or (ii) one and a half times the number of shares into which the note may convert. The warrant requires that the Company reserve one and a half times the number of shares into which the warrant is at any time exercisable. The NPA includes, among other things: (1) the grant of an option to the investor to incorporate into the note any terms applicable to a subsequent issuance of a convertible note or security by the Company that are more beneficial to an investor than the terms of the NPA and note are to the invetor; and (2) certain registration rights which are included in the NPA and the right to have any shares of Common Stock issued in connection with the conversion of the note or exercise of the warrant included in any Regulation A offering statement that the Company files with the Securities and Exchange Commission after the issue date. The Company periodically issues convertible notes with similar characteristics. As described in the table below, as of December 31, 2021, there were nine such notes outstanding (including the convertible notes described in the paragraph above), two of which were satisfied in full by conversion of both principal and interest and one of which was satisfied in part, principal only, during that period. These notes all have or had a fixed conversion price of $ 0.02 per share of common stock, subject to adjustment in certain circumstances. All notes but one had an annual interest rate of 10 % which was guaranteed in full. One note had an annual interest rate of 8 %. The convertible notes had an original issue discount (“OID”), debt issuance costs (“DIC”) that were capitalized by the Company, a warrant (“WT”) or commitment shares (“CS”) and in three cases a beneficial conversion feature (“BCF”). The OID, CN, WTs, CSs and BCF allocated values are amortized over the life of the notes to interest expense. All notes mature or matured nine to fifteen months from their issuance date. All notes were prepayable by the Company during the first six months, subject to prepayment premiums that range from 100 % to 115 % of the maturity amount plus accrued interest. If not earlier paid, the notes were convertible by the holder into the Company’s common stock. Two of the notes were paid before maturity. The table below summarizes the convertible notes with similar characteristics outstanding as of December 31, 2021 and the repayments by conversion during the fiscal year ended December 31, 2021: Schedule of Convertible Notes Outstanding Inception Date Maturity date Original Principal Amount Interest rate Original aggregate DIC, OID, Wts, CS and BCF Cumulative amortization of DIC, OID, Wts, CS and BCF Accrued coupon interest Repayment Balance sheet July 2, 2020 April 2, 2021 $ 137,500 10.00 % $ (44,423 ) $ 44,423 $ 6,875 $ (144,375 ) $ - July 28, 2020 June 30, 2022 53,000 8.00 % (13,000 ) 6,170 6,368 (25,000 ) 27,538 July 30, 2020 October 30, 2021 75,000 10.00 % (27,778 ) 27,778 4,136 (79,136 ) - February 17, 2021 June 17, 2022 112,000 10.00 % (112,000 ) 111,376 8,696 (80,000 ) 40,072 April 1, 2021 July 31, 2022 112,500 10.00 % (112,500 ) 84,759 8,476 - 93,235 May 3, 2021 April 30, 2022 150,000 10.00 % (150,000 ) 100,685 10,068 - 110,753 May 10, 2021 May 10, 2022 150,000 10.00 % (150,000 ) 96,575 9,658 - 106,233 June 30, 2021 June 29, 2022 115,000 10.00 % (115,000 ) 58,287 5,829 - 64,116 August 31, 2021 August 31, 2022 115,000 10.00 % (109,675 ) 36,658 3,844 - 45,827 October 7, 2021 October 7, 2022 115,000 10.00 % (96,705 ) 22,521 2,678 - 43,494 December 23, 2021 April 22, 2022 87,000 10.00 % (36,301 ) 2,420 580 - 53,699 Total $ 1,222,000 $ (967,382 ) $ 591,652 $ 67,208 $ (328,511 ) $ 584,967 In addition to what appears in the table above, there is outstanding accrued interest of $ 2,748 from a prior floating rate convertible note that has not been paid in cash or by conversion as of December 31, 2021. In addition to the convertible notes with similar characteristics described above, on December 31, 2018 and January 2, 2019, the Company issued convertible notes to a single investor totaling $ 35,000 of maturity amount with accrued interest of $ 11,477 as of December 31, 2021. The number of shares of common stock (or preferred stock) into which these notes may convert is not determinable. The warrants to purchase 19,000 shares of common stock issued in connection with the sale of these notes and other convertible notes issued December 2018 and March 2019 are exercisable at a fixed price of $ 15.00 per share of common stock, provide no right to receive a cash payment, and included no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events and expire on December 30, 2023 . Other convertible notes were also sold to investors in 2014 and 2015 (“Original Convertible Notes”), which aggregated a total of $ 579,500 , and had a fixed interest rate of 10 % per annum. The Original Convertible Notes have no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events. The warrants to purchase shares of common stock issued in connection with the sale of the Original Convertible Notes have either been exchanged as part of note and warrant exchange agreements executed in April and May of 2016 or expired on September 15, 2016 . The remaining outstanding Original Convertible Notes (including those for which default notices have been received) consist of the following at December 31, 2021 and December 31, 2020: Schedule of Convertible Notes Payable December 31, December 31, Principal amount of notes payable $ 75,000 $ 75,000 Accrued interest payable 80,961 64,357 Foreign currency transaction adjustment Total note payable $ 155,961 $ 139,357 As of December 31, 2021, principal and accrued interest on the Original Convertible Note that is subject to a default notice accrues annual interest at 12 % instead of 10 %, totaled $ 57,085 , of which $ 32,085 was accrued interest. As of December 31, 2020, principal and accrued interest on Original Convertible Notes subject to default notices totaled $ 48,700 of which $ 23,700 was accrued interest. As of December 31, 2021 all of the outstanding Original Convertible Notes, inclusive of accrued interest, were convertible into an aggregate of 1,380 shares of the Company’s common stock. Such Original Convertible Notes will continue to accrue interest until exchanged, paid or otherwise discharged. There can be no assurance that any of the additional holders of the remaining Original Convertible Notes will exchange their Original Convertible Notes. Note Payable to SY Corporation Co., Ltd. On June 25, 2012, the Company borrowed 465,000,000 Won (the currency of South Korea, equivalent to approximately $ 400,000 United States Dollars) from and executed a secured note payable to SY Corporation Co., Ltd., formerly known as Samyang Optics Co. Ltd. (“SY Corporation”), an approximately 20 % common stockholder of the Company at that time. SY Corporation was a significant stockholder and a related party at the time of the transaction but has not been a significant stockholder or related party of the Company subsequent to December 31, 2014. The note accrues simple interest at the rate of 12 % per annum and had a maturity date of June 25, 2013 . The Company has not made any payments on the promissory note. At June 30, 2013 and subsequently, the promissory note was outstanding and in default, although SY Corporation has not issued a notice of default or a demand for repayment. The Company believes that SY Corporation is in default of its obligations under its January 2012 license agreement, as amended, with the Company, but the Company has not yet issued a notice of default. The Company intends to continue efforts towards a comprehensive resolution of the aforementioned matters involving SY Corporation. The promissory note is secured by collateral that represents a lien on certain patents owned by the Company, including composition of matter patents for certain of the Company’s high impact ampakine compounds and the low impact ampakine compounds CX2007 and CX2076, and other related compounds. The security interest does not extend to the Company’s patents for its ampakine compounds CX1739 and CX1942, or to the patent for the use of ampakine compounds for the treatment of respiratory depression. Note payable to SY Corporation consists of the following at December 31, 2021 and 2020: Schedule of Convertible Notes Payable December 31, December 31, Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 459,358 411,384 Foreign currency transaction adjustment (22,028 ) 53,393 Total note payable $ 837,104 $ 864,551 Interest expense with respect to this promissory note was $ 47,973 and $ 48,104 for years ended December 31, 2021 and 2020, respectively. Advances from and Notes Payable to Officers On January 29, 2016, Dr. Arnold S. Lippa, the Company’s Interim President, Interim Chief Executive Officer, Chief Scientific Officer and Chairman of the Board of Directors, advanced $ 52,600 to the Company for working capital purposes under a demand promissory note with interest at 10 % per annum. On September 23, 2016, Dr. Lippa advanced $ 25,000 to the Company for working capital purposes under a second demand promissory note with interest at 10 % per annum. The notes are secured by the assets of the Company. Additionally, on April 9, 2018, Dr. Lippa advanced another $ 50,000 to the Company as discussed in more detail below. On February 2, 2016, Dr. James S. Manuso, the Company’s then Chief Executive Officer and Vice Chairman of the Board of Directors, advanced $ 52,600 to the Company for working capital purposes under a demand promissory note with interest at 10 % per annum. On September 22, 2016, Dr. Manuso, advanced $ 25,000 to the Company for working capital purposes under a demand promissory note with interest at 10 % per annum. The notes are secured by the assets of the Company. Additionally, on April 9, 2018, Dr. Manuso advanced another $ 50,000 to the Company as discussed in more detail below. On April 9, 2018, Dr. Arnold S. Lippa, the Company’s Interim President, Interim Chief Executive Officer, Chief Scientific Officer and Chairman of the Board of Directors and Dr. James S. Manuso, the Company’s then Chief Executive Officer and Vice Chairman of the Board of Directors, advanced $ 50,000 each, for a total of $ 100,000 , to the Company for working capital purposes. Each note is payable on demand after June 30, 2018. Each note was subject to a mandatory exchange provision that provided that the principal amount of the note would be mandatorily exchanged into a board approved offering of the Company’s securities, if such offering held its first closing on or before June 30, 2018 and the amount of proceeds from such first closing was at least $ 150,000 , not including the principal amounts of the notes that would be exchanged, or $ 250,000 including the principal amounts of such notes. Upon such exchange, the notes would be deemed repaid and terminated. Any accrued but unpaid interest outstanding at the time of such exchange will be (i) repaid to the note holder or (ii) invested in the offering, at the note holder’s election. A first closing did not occur on or before June 30, 2018. Dr. Arnold S. Lippa agreed to exchange his note into the board approved offering that had its initial closing on September 12, 2018. Accrued interest on Dr. Lippa’s note was not exchanged. As of December 31, 2020, Dr. James S. Manuso had not exchanged his note. During the year ended December 31, 2021, Dr. Lippa advanced on an interest free basis the Company $ 100,000 of which $ 5,000 was repaid to Dr. Lippa. The outstanding balance of the advance is payable on demand. For the fiscal years ended December 31, 2021 and 2020, $ 12,289 and $ 11,329 was charged to interest expense with respect to Dr. Lippa’s notes, respectively. For the fiscal years ended December 31, 2021 and 2020, $ 18,656 and $ 16,988 was charged to interest expense with respect to Dr. James S. Manuso’s notes, respectively. As of September 30, 2018, Dr. James S. Manuso resigned his executive officer positions and as a member of the Board of Directors of the Company. All of the interest expense noted above for 2020 and 2019 was incurred while Dr. Manuso was no longer an officer. Other Short-Term Notes Payable Other short-term notes payable at December 31, 2021 and December 31, 2020 consisted of premium financing agreements with respect to various insurance policies. At December 31, 2021, a premium financing agreement was payable in the initial amount of $ 81,673 with interest at 11 % per annum, in eight monthly installments of $ 10,182 , and another premium financing arrangement was payable in the initial amount of $ 9,215 payable in equal quarterly installments. At December 31, 2021 and 2020, the aggregate amount of the short-term notes payable was $ 15,185 and $ 4,608 respectively. |
Settlement and Payment Agreemen
Settlement and Payment Agreements | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Settlement and Payment Agreements | 5. Settlement and Payment Agreements On February 21, 2020, Sharp Clinical Services, Inc. (“Sharp”), a vendor of the Company, filed a complaint against the Company in the Superior Court of New Jersey Law Division, Bergen County related to a December 16, 2019 demand for payment of past due invoices inclusive of late fees totaling $ 103,890 of which $3,631 related to late fees, seeking $100,259 plus 1.5% interest per month on outstanding unpaid invoices. Amid settlement discussions, the vendor stated on March 13, 2020 its intent to proceed to a default judgment against the Company, and the Company stated on March 14, 2020 its intent to continue settlement discussions. On May 29, 2020, a default was entered against the Company, and on September 4, 2020, a final judgment by default was entered against the Company in the amount of $ 104,217 . On March 3, 2021, we executed a settlement agreement with Sharp (the “Sharp Settlement Agreement”), and on March 9, 2021, Sharp requested of the Bergen (NJ) County Sheriff, the return of the Writ of Execution which resulted in a release of the lien in favor of Sharp. The Sharp Settlement Agreement calls for a payment schedule of ten $ 10,000 payments due on April 1, 2021 and every other month thereafter, and permitted early settlement at $ 75,000 if the Company had paid Sharp that lower total by August 1, 2021, but the Company did not pay Sharp that lower amount by that date. The Company has recorded a liability to Sharp of $ 53,859 as of December 31, 2021 after payments totaling $ 30,000 pursuant to the Sharp Settlement Agreement. The Company has not made the October 1, 2021, December 1, 2021 and February 1, 2022 payments that were due. On March 3, 2022, Company counsel received a default notice from counsel to Sharp with respect to the Sharp Settlement Agreement and that Sharp may exercise its remedies. Company counsel has communicated with counsel to Sharp. On March 28, 2022, one of the Company’s bank accounts was debited for the benefit of Sharp $ 415 By letter dated February 5, 2016, the Company received a demand from a law firm representing Salamandra, LLC (“Salamandra”) alleging an amount due and owing for unpaid services rendered. On January 18, 2017, following an arbitration proceeding, an arbitrator awarded Salamandra the full amount sought in arbitration of $ 146,082 . Additionally, the arbitrator granted Salamandra attorneys’ fees and costs of $ 47,937 4.5 31,841 On February 23, 2021 our bank received two New Jersey Superior Court Levies totaling $ 320,911 related to amounts owed to two vendors (Sharp and Salamandra as defined below and herein) which amounts were not in dispute, debited our accounts and restricted access to those accounts. Our accounts were debited for $ 1,559 on February 23, 2021 which represented all of the cash in our accounts on that date. On September 14, 2021, the Company and DNA Healthlink, Inc. (“ DNA Healthlink Settlement Agreement 410,000 in unpaid accounts payable owed by the Company to DNA Healthlink (the “DNA Healthlink Settlement Amount Under the terms of the DNA Healthlink Settlement Agreement, the Company is obligated to pay to DNA Healthlink the full DNA Healthlink Settlement Amount as follows: twelve monthly payments of $ 8,000 10,000 15,000 14,000 If, prior to March 14, 2023, the Company receives one or more upfront license fee payments or any other similar fee or fees from one or more strategic partners that aggregate at least fifteen million dollars ($ 15,000,000.00 Upfront Fees 62,548 8,000 An annual obligation payable to the University of Illinois of $ 100,000 that was originally due on December 31, 2021 pursuant to the 2014 License Agreement was extended to April 30, 2022. By email dated July 21, 2016, the Company received a demand from an investment banking consulting firm that represented the Company in 2012 in conjunction with the Pier transaction alleging that $ 225,000 is due and payable for investment banking services rendered. Such amount has been included in accrued expenses at December 31, 2021 and December 31, 2020. The Company is periodically the subject of various pending and threatened legal actions and claims. In the opinion of management of the Company, adequate provision has been made in the Company’s consolidated financial statements as of December 31, 2021 and December 31, 2020 with respect to such matters, including, specifically, the matters noted above. The Company intends to vigorously defend itself if any of the matters described above results in the filing of a lawsuit or formal claim. |
Stockholders_ Deficiency
Stockholders’ Deficiency | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Deficiency | 6. Stockholders’ Deficiency Preferred Stock RespireRx has authorized a total of 5,000,000 shares of preferred stock, par value $ 0.001 per share. As of December 31, 2021 and December 31, 2020, 1,250,000 shares were designated as 9% Cumulative Convertible Preferred Stock; 37,500 shares were designated as Series B Convertible Preferred Stock (non-voting, “Series B Preferred Stock”); 205,000 shares were designated as Series A Junior Participating Preferred Stock; 1,700 shares were designated as Series G 1.5% Convertible Preferred Stock. On July 13, 2020, RespireRx designated 1,200 shares of Series H, Voting, Non-participating, Convertible Preferred Stock (“Series H Preferred Stock”) and on September 30, 2020 RespireRx amended the Certificate of Designation of the Series H Preferred Stock to increase the number of shares of Series H Preferred Stock to 3,000 shares. On July 13, 2020 and September 30, 2020, RespireRx issued an aggregate of 1,624.1552578 shares of Series H Preferred Stock inclusive of 2% accrued dividends, all of which converted on September 30, 2020 into 25,377,426 shares of Common Stock and warrants to purchase 25,377,426 shares of Common Stock, and therefore as of that time on September 30, 2020 and thereafter through December 31, 2021, there were no shares of Series H Preferred Stock outstanding. Under the Certificate of Designation of the Series H Preferred Stock, shares of Series H Preferred Stock converted or redeemed by conversion are to be canceled and are not to be reissued. Therefore, as of December 31, 2021, there were 1,375.8447422 Series B Preferred Stock outstanding as of December 31, 2021 and 2020 consisted of 37,500 shares issued in a May 1991 private placement. The shares of Series B Preferred Stock are convertible into 1 share of common stock. RespireRx may redeem the Series B Preferred Stock for $ 25,001 at any time upon 30 days prior notice. Although other series of preferred stock have been designated, no other shares of preferred stock are outstanding. As of December 31, 2021 and December 31, 2020, 3,504,424 shares of preferred stock were undesignated and may be issued with such rights and powers as the Board of Directors may designate. Common Stock There are 97,894,276 shares of the Company’s Common Stock outstanding as of December 31, 2021. After reserving for conversions of convertible debt as well as common stock purchase options and warrants exercises before accounting for incremental contract excess reserves, there were 1,764,709,434 shares of the Company’s Common Stock available for future issuances as of December 31, 2021. After accounting for incremental excess reserves required by the various convertible notes and related warrants aggregating 144,260,508 and other outstanding convertible notes and all outstanding options and warrants, there were 1,620,449,926 , shares of common stock available for future issuances as of December 31, 2021. Each conversion or exercise on a convertible note, or option or warrant, as appropriate reduces the excess reserve requirements. The conversion of $ 328,510 of convertible notes resulted in the issuance of 16,625,557 shares of Common Stock during the fiscal year ended December 31, 2021. The cashless exercise of 7,500,000 warrants resulted in the issuance of 2,844,680 shares of Common Stock during the fiscal year ended December 31, 2021. Common Stock Warrants On June 28, 2021, RespireRx exchanged a warrant originally issued on July 30, 2020 in connection with a prior convertible note, that was exercisable into 375,000 shares of Common Stock for a warrant exercisable into 327,273 shares of Common Stock. On June 30, 2021, RespireRx exchanged 687,500 warrants originally issued on July 2, 2020 in connection with a prior convertible note for 600,000 new warrants. In both cases, along with the reduction in the number of warrants, the exercise price of such warrants was reduced from $ 0.07 to $ 0.02 per share of Common Stock. In connection with these exchanges, RespireRx recorded a gain of $ 1,099 during the fiscal year ended December 31, 2021. The warrant holders were granted a cashless exercise right that they did not previously have. Other than the exchange warrants, and in connection with convertible notes issued during fiscal year ended December 31, 2021, RespireRx issued to the note holders, warrants exercisable into 22,753,333 shares of Common Stock. In addition, the Company issued warrants exercisable into 380,568 shares of Common Stock to a broker. On September 7, 2021, as a result of the issuance of the note on August 31, 2021 that triggered the most favored nation clauses in several of the note purchase agreements, RespireRx issued additional warrants to existing note holders exercisable into 15,121,667 shares of Common Stock. On June 23, 2021, November 8, 2021 and November 22, 2021, through three partial cashless exercises, a single convertible note holder exercised a warrant exercisable into 7,500,00 shares of Common Stock if exercised on a cash basis, into 2,844,680 shares of Common Stock. As part of our prior debt financings with certain note holders, the Company issued warrants that contained anti-dilution provisions that required a reduction to the exercise price and an increase to the number of warrant shares in the event that we issued equity instruments with a lower price than the exercise price. During the year ended December 31, 2020, we adjusted downward the warrant exercise price for these warrants. The resulting fair value of the warrants with the new exercise price was $1,440,214 , recorded as a deemed dividend in our consolidated statements of stockholders’ deficiency. As the Company has an accumulated deficit, the deemed dividend was recorded within additional paid-in capital. On September 30, 2020, the Company issued warrants exercisable into 25,377,426 of commons stock at $ 0.07 per share and expiring on September 30, 2023 which issuance occurred upon the conversion of all Series H Preferred Stock into common stock and warrants on September 30, 2020. On July 30, 2020, the Company issued warrants exercisable into 375,000 shares of common stock at an exercise price of $ 0.07 per share and expiring on September 30, 2023 . On July 2, 2020, the Company issued warrants exercisable into 687,500 shares of common stock at an exercise price of $ 0.07 per share and expiring on September 30, 2023 . During the fiscal year ended December 31, 2020, inclusive of anti-dilution provisions, the Company issued warrants exercisable into 13,145,114 shares of common stock at exercise prices ranging from $ 0.01485 to $ 0.03416 of which 10,969,352 were exercised. A summary of warrant activity for the year ended December 31, 2021 is presented below. Schedule of Warrants Activity Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Warrants outstanding at December 31, 2020 28,809,352 $ 0.1528 2.64 Issued 39,182,841 $ 0.0200 4.50 Expired (9,395 ) $ 74.8891 - Exchanged (1,062,500 ) $ 0.0700 - Exercised (7,500,000 ) $ 0.0200 - Warrants outstanding at December 31, 2021 59,420,298 $ .0718 3.33 The exercise prices of common stock warrants outstanding and exercisable are as follows at December 31, 2021: Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Dates $ 0.016 2,212,500 2,212,500 May 17, 2022 $ 0.020 31,682,841 31,682,841 September 30, 2023 – October 7, 2026 $ 0.070 25,377,426 25,377,426 September 30, 2023 $ 15.00 19,000 19,000 December 30, 2023 $ 15.75 23,881 23,881 April 30, 2023 $ 11.00 104,650 104,650 September 29, 2022 59,420,298 59,420,298 Based on a fair value of $ 0.012 per share on December 31, 2021, there were no exercisable in-the money common stock warrants. A summary of warrant activity for the year ended December 31, 2020 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Warrants outstanding at December 31, 2019 219,104 $ 18.7109 3.44 Issued 39,585,040 $ 0.0521 2.89 Expired (25,434 ) $ 2.9899 Exercised (10,969,352 ) $ 0.0161 Warrants outstanding at December 31, 2020 28,809,352 $ 0.1528 2.64 Stock Options On March 18, 2014, RespireRx adopted its 2014 Equity, Equity-Linked and Equity Derivative Incentive Plan (the “2014 Plan”). The Plan permits the grant of options and restricted stock with respect to up to 325,025 shares of common stock, in addition to stock appreciation rights and phantom stock, to directors, officers, employees, consultants and other service providers of the Company. As of December 31, 2021, there are 6,325 shares available in the 2014 Plan. On June 30, 2015, the Board of Directors adopted the 2015 Stock and Stock Option Plan (as amended, the “2015 Plan”). As of December 31, 2021, there are 13,563,098 shares available in the 2015 Plan. On July 29, 2021, the Company amended the 2015 Plan to increase the number of shares by an additional 7,000,000 to 22,898,526 shares. The Company has not and does not intend to present the 2015 Plan to stockholders for approval. Information with respect to the Black-Scholes variables used in connection with the evaluation of the fair value of stock-based compensation costs and fees is provided at Note 3. During the fiscal year ended December 31, 2021, there were 53,291 shares of Common Stock previously issuable upon exercise of options that expired unexercised that were added back to the number of shares available in the 2015 Plan. There were no stock grants and there were stock option grants for 2,194,444 6,750,000 Information with respect to the Black-Scholes variables used in connection with the evaluation of the fair value of stock-based compensation costs and fees is provided at Note 3 Summary of Significant Accounting Policies. A summary of stock option activity for the fiscal year ended December 31, 2021 is presented below. Summary of Stock Option Activity Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Options outstanding at December 31, 2020 7,165,215 $ 2.225 4.60 Granted 2,194,444 $ 0.019 4.98 Expired (53,291 ) $ (73.305 ) - Options outstanding at December 31, 2021 9,306,368 $ 1.095 3.95 The exercise prices of common stock options outstanding and exercisable were as follows at December 31, 2021: Schedule of Exercise Prices of Common Stock Options Outstanding and Exercisable Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 0.019 2,194,444 2,194,444 December 21, 2026 $ 0.072 5,050,000 5,050,000 September 30, 2025 $ 0.054 1,700,000 1,700,000 July 31, 2025 $ 7.000 2,168 2,168 November 21, 2023 $ 11.200 31,038 31,038 April 5, 2023 $ 12.500 1,676 1,676 December 7, 2022 $ 13.500 3,400 3,400 July 28, 2022 $ 14.500 184,942 184,942 December 9, 2027 $ 14.500 10,000 10,000 December 9, 2027 $ 20.000 28,500 28,500 June 30, 2022 $ 20.000 2,500 2,500 July 26, 2022 $ 39.000 39,500 39,500 January 17, 2022 $ 64.025 12,923 12,923 August 18, 2022 $ 64.025 26,179 26,179 August 18, 2025 $ 81.250 16,923 16,923 June 30, 2022 $ 139.750 339 339 March 14, 2024 $ 159.250 246 246 February 28, 2024 $ 195.000 949 949 July 17, 2022 $ 195.000 641 641 August 10, 2022 9,306,368 9,306,368 Based on a fair value of $ 0.012 per share on December 31, 2021, there were no exercisable in-the-money common stock options as of December 31, 2021. A summary of stock option activity for the fiscal year ended December 31, 2020 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Options outstanding at December 31, 2019 428,761 $ 33.798 4.98 Granted 6,750,000 $ 0.0660 4.63 Expired (13,546 ) $ (65.9190 ) - Options outstanding at December 31, 2020 7,165,215 $ 1.961 4.60 Options exercisable at December 31, 2020 6,290,215 $ 2.225 4.59 The exercise prices of common stock options outstanding and exercisable were as follows at December 31, 2020: Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 0.072 5,050,000 4,525,000 September 30, 2025 $ 0.054 1,700,000 1,350,000 July 31, 2025 $ 7.000 2,168 2,168 November 21, 2023 $ 11.200 31,038 31,038 April 5, 2023 $ 12.500 1,676 1,676 December 7, 2022 $ 13.500 3,400 3,400 July 28, 2022 $ 14.500 184,942 184,942 December 9, 2027 $ 14.500 10,000 10,000 December 9, 2027 $ 20.000 28,500 28,500 June 30, 2022 $ 20.000 2,500 2,500 July 26, 2022 $ 39.000 39,500 39,500 January 17, 2022 $ 45.000 722 722 September 2, 2021 $ 57.500 261 261 September 12, 2021 $ 64.025 12,923 12,923 August 18, 2022 $ 64.025 26,179 26,179 August 18, 2025 $ 73.775 52,308 52,308 March 31, 2021 $ 81.250 16,923 16,923 June 30, 2022 $ 139.750 339 339 March 14, 2024 $ 159.250 246 246 February 28, 2024 $ 195.000 949 949 July 17, 2022 $ 195.000 641 641 August 10, 2022 7,165,215 6,290,215 Based on a fair value of $ 0.029 per share on December 31, 2020, there were no exercisable in-the-money common stock options as of December 31, 2020. For the years ended December 31, 2021 and 2020, stock-based compensation costs and fees included in the consolidated statements of operations consisted of general and administrative expenses of $ 28,000 and $ 345,500 respectively, and research and development expenses of $ 30,750 and $ 38,750 , respectively. Pier Contingent Stock Consideration In connection with the merger transaction with Pier effective August 10, 2012, RespireRx issued 17,975 newly issued shares of its common stock with an aggregate fair value of $ 3,271,402 ($ 182.00 per share), based upon the closing price of RespireRx’s common stock on August 10, 2012. The shares of common stock were distributed to stockholders, convertible note holders, warrant holders, option holders, and certain employees and vendors of Pier in satisfaction of their interests and claims. The common stock issued by RespireRx represented approximately 41 % of the 44,321 common shares outstanding immediately following the closing of the transaction. The Company concluded that the issuance of any of the contingent shares to the Pier Stock Recipients was remote, as a result of the large spread between the exercise prices of these stock options and warrants as compared to the common stock trading range, the subsequent expiration or forfeiture of most of the options and warrants, the Company’s distressed financial condition and capital requirements, and that these stock options and warrants have remained significantly out-of-the-money through December 31, 2021. Accordingly, the Company considered the fair value of the contingent consideration to be immaterial and therefore did not ascribe any value to such contingent consideration. If any such shares are ultimately issued to the former Pier stockholders, the Company will recognize the fair value of such shares as a charge to operations at that time. Reserved and Unreserved Shares of Common Stock As of December 31, 2021, there are 2,000,000,000 shares of common stock authorized, of which 97,894,276 are issued and outstanding. As of December 31, 2021, there are outstanding options to purchase 9,306,368 shares of common stock and 6,325 and 13,563,098 shares available for issuance under the 2014 Plan and 2015 Plan, respectively. There are 649 Pier contingent shares of common stock that may be issued under certain circumstances. As of December 31, 2021, there are 48,173,552 shares issuable upon conversion of convertible notes including 4,379,000 with respect to convertible notes that would only become convertible under certain circumstances which circumstances have not yet occurred. As of December 31, 2021, there are 66,345,298 shares that may be issued upon exercise of outstanding warrants including 6,925,000 with respect to warrants that would only be issued under certain circumstances which circumstances have not yet occurred. As of December 31, 2021, the Series B Preferred Stock may convert into 1 share of common stock. Therefore, the Company is reserving 137,395,290 shares of common stock for future issuances with respect to conversions and exercises as well as for the Pier contingent shares. In addition, certain convertible notes and related warrants impose an additional contractual reserve requirement, above the number of shares into which such convertible notes and related warrants may convert or exercise respectively. Although the Company does not anticipate having to issue such shares, such incremental additional contractual reserves total 144,260,508 shares of common stock. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets as of December 31, 2021 and 2020 are summarized below. Schedule of Deferred Tax Assets December 31, 2021 2020 Capitalized research and development costs $ - $ - Research and development credits 2,906,000 3,017,000 Stock-based compensation 3,911,000 3,975,000 Stock options issued in connection with the payment of debt 202,000 202,000 Net operating loss carryforwards 19,671,000 20,536,000 Accrued compensation 733,000 155,000 Accrued interest due to related party and others 186,000 146,000 Other, net - 8,000 Total deferred tax assets 27,609,000 28,039,000 Valuation allowance (27,609,000 ) (28,039,000 ) Net deferred tax assets $ - $ - In assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during the periods in which those temporary differences become deductible. As of December 31, 2021 and 2020, management was unable to determine that it was more likely than not that the Company’s deferred tax assets will be realized, and has therefore recorded an appropriate valuation allowance against deferred tax assets at such dates. No federal tax provision has been provided for the years ended December 31, 2021 and 2020 due to the losses incurred during such periods. Reconciled below is the difference between the income tax rate computed by applying the U.S. federal statutory rate and the effective tax rate for the years ended December 31, 2021 and 2020. Reconciliation of Income Tax Rate Federal Statutory Rate and Effective Tax Rate Years Ended December 31, 2021 2020 U. S. federal statutory tax rate (21.0 )% (21.0 )% Change in valuation allowance (1.0 )% (1.0 )% Adjustment to deferred tax asset 22.0 % 22.0 % Other - % - % Effective tax rate 0.0 % 0.0 % As of December 31, 2021, the Company had federal and state tax net operating loss carryforwards of approximately $ 86,491,000 and $ 21,202,000 , respectively. The state tax net operating loss carryforward consists of $ 9,036,000 for California purposes and $ 12,166,000 for New Jersey purposes. The difference between the federal and state tax loss carryforwards was primarily attributable to the capitalization of research and development expenses for California franchise tax purposes. The federal net operating loss carryforwards will expire at various dates from 2022 through 2041 . State net operating losses expire at various dates from 2022 through 2029 for California and through 2041 for New Jersey. The Company also had federal and California research and development tax credit carryforwards that totaled approximately $ 1,760,000 and $ 1,146,000 , respectively at December 31, 2021. The federal research and development tax credit carryforwards will expire at various dates from 2022 through 2032 . The California research and development tax credit carryforward does not expire and will carryforward indefinitely until utilized. While the Company has not performed a formal analysis of the availability of its net operating loss carryforwards under Internal Revenue Code Sections 382 and 383, management expects that the Company’s ability to use its net operating loss carryforwards will be limited in future periods. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions Dr. Arnold S. Lippa and Jeff E. Margolis, officers and directors of the Company since March 22, 2013, have indirect ownership interests and managing memberships in Aurora Capital LLC (“Aurora”) through interests held in its members, and Jeff. E. Margolis is also an officer of Aurora. Aurora is a boutique investment banking firm specializing in the life sciences sector that limits its securities related activities primarily to investment banking services. A description of advances and notes payable to officers is provided at Note 4. Notes Payable – Advances from and Notes Payable to Officer. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Pending or Threatened Legal Action and Claims The Company is periodically the subject of various pending and threatened legal actions and claims. In the opinion of management of the Company, adequate provision has been made in the Company’s consolidated financial statements as of December 31, 2021 and 2020 with respect to such matters. See Note 5. Settlement and Payment Agreements to the consolidated financial statements as of December 31, 2021 for additional items and details. Significant Agreements and Contracts Consulting Agreements Richard Purcell, the Company’s Senior Vice President of Research and Development since October 15, 2014, provides his services to the Company on a month-to-month basis through his consulting firm, DNA Healthlink, Inc. (“DNA Healthlink”), through which the Company has contracted for his services, for a monthly cash fee of $ 12,500 . The arrangement was modified in 2021 to fee for services at the rate of $ 250 5,000 112,500 for the fiscal years ended December 31, 2021 and 2020, respectively, which is included in research and development expenses in the Company’s consolidated statements of operations for such periods. On September 14, 2021, RespireRx and DNA Healthlink entered into a settlement agreement pursuant to which RespireRx and DNA Healthlink agreed to a total amount owed by RespireRx to DNA Healthlink of $ 410,000 and a payment schedule, calling for monthly payments ranging from $ 8,000 to $ 15,000 per month until $ 410,000 is paid on our before November 15, 2024. In the event that RespireRx receives one or more upfront license fee payments or any other similar fees from one or more strategic partners within the first eighteen months of the inception of the agreement, the remaining outstanding amounts due to DNA Healthlink would be accelerated and due with ninety of receipt by RespireRx. RespireRx made two payments pursuant to this agreement totaling $ 16,000 in November and December 2021, but has not made any payments, as of yet, in 2022. Certain liabilities to DNA Healthlink have been classified as long-term liabilities as the payment obligations extend beyond one year. The Company entered into an agreement with David Dickason effective September 15, 2020 pursuant to which, Mr. Dickason, the fifth named executive officer, was to serve as the Company’s Senior Vice President of Preclinical Product Development, at will, at an hourly rate of $ 250 per hour. In addition, the agreement called for a restricted common stock grant of 200,000 shares of Common Stock, with a vesting schedule of 25 % on December 15, 2020 and 25 % on each of March 15, June 15 and September 15, 2021. 200,000 stock options were granted in lieu of restricted common stock. The Company recorded $ 72,875 9,500 Employment Agreements Effective as of January 31, 2022, RespireRx and Timothy L. Jones entered into a termination and separation agreement (“SA”), pursuant to which Mr. Jones resigned as RespireRx’s Presient and Chief Executive Officer and as a member of RespireRx’s Board of Directors and RespireRx and Mr. Jones agreed to a payment schedule with respect to amounts owed to Mr. Jones. See Note 10. Subsequent Events. Through December 31, 2022, Timothy L. Jones, Arnold S. Lippa and Jeff E. Margolis had similar employment agreements and after such date Dr. Lippa and Mr. Margolis continue to have similar employment agreements. Mr. Jones was appointed as RespireRx’s President and Chief Executive Officer on May 6, 2020. Effective as of January 31, 2022, Dr. Lippa assumed the additional roles of Interim Chief Executive Officer and Interim President. Dr. Lippa remains RespireRx’s Chief Scientific Officer and Executive Chairman and Mr. Margolis is the Company’s Senior Vice President, Chief Financial Officer, Treasurer and Secretary. Dr. Lippa’s and Mr. Margolis’ employment agreements became effective on August 18, 2015. Dr. Lippa’s and Mr. Margolis’ agreements are subject to automatic annual extensions on September 30 th The table below summarizes the current cash commitments to each individual with respect to their respective employment agreements through the next September 30 th Summary of Current Cash Commitments in Employment Agreements Contract year ending September 30, 2022 Twelve months Base Guaranteed Salary Benefits Bonus Total Timothy L. Jones $ - $ - $ - $ - Arnold S. Lippa 225,000 29,700 — 254,700 Jeff E. Margolis 225,000 16,200 — 241,200 $ 450,000 $ 45,900 $ - $ 495,900 Under certain circumstances base salaries may be contractually increased or the executives may become eligible for additional benefits and base salaries may be increased at the discretion of the Board of Directors. All executives are eligible for stock and stock option and similar grants at the discretion of the Board or Directors. The payment of certain amounts reflected in the table above have been voluntarily deferred indefinitely and payments against accrued compensation may be made based upon the Company’s ability to make such payments. For the fiscal year ended December 31, 2021, the Company accrued $ 522,350 of compensation including guaranteed bonus and compensation related benefits for Mr. Jones, of which Mr. Jones was paid $ 106,900 in cash. For the fiscal year ended December 31, 2020, Mr. the Company accrued $ 436,059 of compensation, inclusive of bonus and benefits and Board of Directors advisory fees, of which $ 16,073 was paid in cash and $ 28,218 was exchanged for Series H Preferred Stock as discussed below. The amounts are included in accrued compensation in the Company’s consolidated balance sheet as of December 31, 2021. On September 30, 2020, Mr. Jones, pursuant to an exchange agreement, forgave $ 28,218 of accrued Board of Directors and other fees owed to him in exchange for 28.218 shares of Series H Preferred Stock which, on the same day, was converted into 4,409,063 shares of Common Stock and a warrant to purchase 4,409,063 shares of Common Stock, both of which were adjusted to 440,906 shares of Common Stock and warrants respectively after the reverse stock-split and which are presented on a reverse stock-split basis in our consolidated financial statements as of December 31, 2021. Cash compensation inclusive of employee benefits accrued pursuant to this agreement totaled $ 339,600 for each of the fiscal years ended December 31, 2021 and 2020, respectively, which amounts are included in accrued compensation and related expenses in the Company’s consolidated balance sheet at December 31, 2021 and 2020, and in research and development expenses in the Company’s consolidated statement of operations for the fiscal years ended December 31, 2021 and 2020. Dr. Lippa does not receive any additional compensation for serving as Executive Chairman and on the Board of Directors nor does he receive any additional compensation of his additional roles as Interim Chief Executive Officer and Interim President which commenced upon the resignation of Mr. Jones effective January 31, 2022. On March 22, 2020, July 13, 2020 and September 30, 2020, Dr. Lippa, forgave an aggregate of $ 853,000 of accrued compensation and benefits. On March 22, 2020, Dr, Lippa received 4,500,000 shares Common Stock for $ 153,000 of forgiven compensation, which shares of Common Stock were adjusted to 450,000 shares of Common Stock on a post reverse stock-split basis. On July 13, 2020, pursuant to an exchange agreement, Dr. Lippa forgave $ 600,000 of accrued compensation and benefits and in exchange received 600 shares of Series H Preferred Stock. On September 30, 2020, pursuant to an additional exchange agreement, Dr. Lippa forgave $ 100,000 of accrued compensation and benefits and in exchange received 100 shares of Series H Preferred Stock. Between July 13, 2020 and September 30, 2020, Dr. Lippa earned 2.6333333 shares of Series H Preferred Stock as dividends in-kind. On July 13, 2020 and September 30, 2020, Dr. Lippa contributed all of his Series H Preferred Stock to a family trust. On September 30, 2020, the family trust converted all of its Series H Preferred Stock into 109,786,458 shares of RespireRx Common Stock and a warrant to purchase 109,786,458 shares of Common Stock which were subsequently adjusted to 10,978,645 shares of Common Stock and warrants to purchase 10,978,645 shares of Common Stock. Mr. Margolis, pursuant to his employment contract had recurring cash compensation accrued of $ 321,600 for the fiscal year ended December 31, 2021 and 2020 which amounts are included in accrued compensation and related expenses in the Company’s consolidated balance sheet December 31, 2021 and 2020, and in general and administrative expenses in the Company’s consolidated statement of operations. On March 22, 2020, July 13, 2020 and September 30, 2020, Mr. Margolis, forgave an aggregate of $ 803,000 of accrued compensation and benefits. On March 22, 2020, Mr. Margolis received 4,500,000 shares Common Stock for $ 153,000 of forgiven compensation, which shares of Common Stock were adjusted to 450,000 shares of Common Stock on a post reverse stock-split basis. On July 13, 2020, pursuant to an exchange agreement, Mr. Margolis forgave $ 500,000 of accrued compensation and benefits and in exchange received 500 shares of Series H Preferred Stock. On September 30, 2020, pursuant to an additional exchange agreement, Mr. Margolis forgave $ 150,000 of accrued compensation and benefits and in exchange received 150 shares of Series H Preferred Stock. Between July 13, 2020 and September 30, 2020, Mr. Margolis earned 2.194444 shares of Series H Preferred Stock as dividends in-kind. On July 13, 2020 and September 30, 2020, Mr. Margolis contributed all of his Series H Preferred Stock to three family trusts. On September 30, 2020, the family trusts converted all of their Series H Preferred Stock into 101,905,382 shares of RespireRx Common Stock and a warrant to purchase 101,905,382 shares of Common Stock which were subsequently adjusted to 10,190,538 shares of Common Stock and warrants to purchase 10,190,538 shares of Common Stock. The employment agreements between the Company and Dr. Lippa, and Mr. Margolis (prior to the 2017 amendment), respectively, provided that the payment obligations associated with the first year base salary were to accrue, but no payments were to be made, until at least $ 2,000,000 of net proceeds from any offering or financing of debt or equity, or a combination thereof, was received by the Company, at which time scheduled payments were to commence. Dr. Lippa, and Mr. Margolis (who are each also directors of the Company) have each agreed, effective as of August 11, 2016, to continue to defer the payment of such amounts indefinitely, until such time as the Board of Directors of the Company determines that sufficient capital has been raised by the Company or is otherwise available to fund the Company’s operations on an ongoing basis. UWMRF Patent License Agreement On August 1, 2020, RespireRx exercised its option pursuant to its option agreement dated March 2, 2020, between RespireRx and UWM Research Foundation, an affiliate of the University of Wisconsin-Milwaukee (“UWMRF”). Upon exercise RespireRx and UWMRF executed the UWMRF Patent License Agreement effective August 1, 2020 pursuant to which RespireRx licensed the identified intellectual property. Under the UWMRF Patent License Agreement, the Company has an exclusive license to commercialize GABAkine products based on UWMRF’s rights in certain patents and patent applications, and a non-exclusive license to commercialize products based on UWMRF’s rights in certain technology that is not the subject of the patents or patent applications. UWMRF maintains the right to use, and, upon the approval of the Company, to license, these patent and technology rights for any non-commercial purpose, including research and education. The UWMRF Patent License Agreement expires upon the later of the expiration of the Company’s payment obligations to UWMRF or the expiration of the last remaining licensed patent granted thereunder, subject to early termination upon the occurrence of certain events. The License Agreement also contains a standard indemnification provision in favor of UWMRF and confidentiality provisions obligating both parties. Under the UWMRF Patent License Agreement, in consideration for the licenses granted, the Company will pay to UWMRF the following: (i) patent filing and prosecution costs incurred by UWMRF prior to the effective date, paid in yearly installments over three years from the Effective Date; (ii) annual maintenance fees, beginning on the second anniversary of the Effective Date, which annual maintenance fees terminate upon the Company’s payment of royalties pursuant to clause (iv) below; (iii) milestone payments, paid upon the occurrence of certain dosing events of patients during clinical trials and certain approvals by the FDA; and (iv) royalties on net sales of products developed with the licenses, subject to minimum annual payments and to royalty rate adjustments based on whether separate royalty payments by the Company yield an aggregate rate beyond a stated threshold. The Company has also granted UWMRF certain stock appreciation rights with respect to the Company’s neuromodulator programs, subject to certain limitations, and will pay to UWMRF certain percentages of revenues generated from sublicenses of the licenses provided under the UWMRF Patent License Agreement by the Company to third parties. University of Wisconsin-Milwaukee Outreach Services Agreement On July 12, 2021, the Company and the Board of Regents of the University of Wisconsin System on behalf of the University of Wisconsin-Milwaukee (“UWM”) entered into an Outreach Services Agreement pursuant to which UWM agreed to provide, among other molecules, multiple milligram to gram quantities of KRM-II-81 (GABAkine) and the Company agreed to pay UWM an annual sum of $ 75,000 payable in three installments of $ 25,000 each beginning October 12, 2021, which amount was timely paid, and on a quarterly basis thereafter. The payment that was due on January 12, 2021 has not yet been paid. The agreement terminates on June 30, 2022 unless extended upon consent of both parties. University of Illinois 2014 Exclusive License Agreement On June 27, 2014, the Company entered into an Exclusive License Agreement (the “2014 License Agreement”) with the University of Illinois, the material terms of which were similar to a License Agreement between the parties that had been previously terminated on March 21, 2013. The 2014 License Agreement became effective on September 18, 2014, upon the completion of certain conditions set forth in the 2014 License Agreement, including: (i) the payment by the Company of a $ 25,000 licensing fee, (ii) the payment by the Company of outstanding patent costs aggregating $ 15,840 , and (iii) the assignment to the University of Illinois of rights the Company held in certain patent applications, all of which conditions were fulfilled. The 2014 License Agreement granted the Company (i) exclusive rights to several issued and pending patents in numerous jurisdictions and (ii) the non-exclusive right to certain technical information that is generated by the University of Illinois in connection with certain clinical trials as specified in the 2014 License Agreement, all of which relate to the use of cannabinoids for the treatment of sleep related breathing disorders. The Company is developing dronabinol (Δ9-tetrahydrocannabinol), a cannabinoid, for the treatment of OSA, the most common form of sleep apnea. The 2014 License Agreement provides for various commercialization and reporting requirements commencing on June 30, 2015. In addition, the 2014 License Agreement provides for various royalty payments, including a royalty on net sales of 4 %, payment on sub-licensee revenues of 12.5 %, and a minimum annual royalty beginning in 2015 of $ 100,000 , which is due and payable on December 31 of each year beginning on December 31, 2015. The minimum annual royalty obligation of $ 100,000 due on December 31, 2021, was extended to April 30, 2021 and has not yet been paid and the minimum annual royalty obligation of $ 100,000 due on December 31, 2020 was extended to April 19, 2020 and was paid in full on April 1, 2021 . One-time milestone payments may become due based upon the achievement of certain development milestones. $ 75,000 will be due within 5 days of any one of the following, (a) dosing of the first patient with a dronabinol product in a Phase 2 human clinical study anywhere in the world that is not sponsored by the University of Illinois, (b) dosing of the first patient in a Phase 2 human clinical study anywhere in the world with a low dose dronabinol (defined as less than or equal to 1 mg), or (c) dosing of the first patient in a Phase 1 human clinical study anywhere in the world with a proprietary reformulation of dronabinol. $ 350,000 will be due within five days after the dosing of the first patient is a Phase III human clinical trial anywhere in the world. $ 500,000 will be due within five days after the first NDA filing with FDA or a foreign equivalent. $ 1,000,000 will be due within twelve months of the first commercial sale. One-time royalty payments may also become due and payable. Annual royalty payments may also become due. In the year after the first application for market approval is submitted to the FDA or a foreign equivalent and until approval is obtained, the minimum annual royalty will increase to $ 150,000 . In the year after the first market approval is obtained from the FDA or a foreign equivalent and until the first sale of a product, the minimum annual royalty will increase to $ 200,000 . In the year after the first commercial sale of a product, the minimum annual royalty will increase to $ 250,000 . During the fiscal years ended December 31, 2021 and 2020, the Company recorded charges to operations of $ 100,000 , respectively, with respect to its minimum annual royalty obligation, which is included in research and development expenses in the Company’s consolidated statement of operations for the fiscal years ended December 31, 2021 and 2020. The Company did not pay the amount due on December 31, 2021 for which the Company was granted an extension until April 30, 2022, and which amount is unpaid and the Company did not pay the amount due on December 31, 2020 for which the Company was granted an extension until April 19, 2021 and which was paid in full on April 1, 2021. Noramco Inc. - Dronabinol Development and Supply Agreement On September 4, 2018, RespireRx entered into a dronabinol Development and Supply Agreement with Noramco Inc., one of the world’s major dronabinol manufacturers, which Noramco subsequently assigned to its subsidiary, Purisys LLC (the “Purisys Agreement”). Under the terms of the Purisys Agreement, Purisys agreed to (i) provide all of the active pharmaceutical ingredient (“API”) estimated to be needed for the clinical development process for both the first- and second-generation products (each a “Product” and collectively, the “Products”), three validation batches for New Drug Application (“NDA”) filing(s) and adequate supply for the initial inventory stocking for the wholesale and retail channels, subject to certain limitations, (ii) maintain or file valid drug master files (“DMFs”) with the FDA or any other regulatory authority and provide the Company with access or a right of reference letter entitling the Company to make continuing reference to the DMFs during the term of the agreement in connection with any regulatory filings made with the FDA by the Company, (iii) participate on a development committee, and (iv) make available its regulatory consultants, collaborate with any regulatory consulting firms engaged by the Company and participate in all FDA or Drug Enforcement Agency (“DEA”) meetings as appropriate and as related to the API. We now refer to the second-generation product as our proprietary formulation or proprietary product and have de-emphasized the first-generation product. In consideration for these supplies and services, the Company has agreed to purchase exclusively from Noramco during the commercialization phase all API for its Products as defined in the Development and Supply Agreement at a pre-determined price subject to certain producer price adjustments and agreed to Noramco’s participation in the economic success of the commercialized Product or Products up to the earlier of the achievement of a maximum dollar amount or the expiration of a period of time. There was no activity during the fiscal years ended December 31, 2021 or 2020 with respect to the Purisys Agreement. University of California Irvine On April 29, 2021, RespireRx agreed to a payment settlement arrangement with the University of California Innovation and Entrepreneurship affiliated with the Regents of the University of California on behalf of its Irvine Campus (“Irvine”), pursuant to which the Company and Irvine agreed that the total amount due to Irvine by RespireRx was $ 234,656.58 175,000 10,000 125,000 213,000 20,000 Transactions with Bausch Health Companies Inc. (formerly known as Biovail Laboratories International SRL) Beginning in March 2010, the Company entered into a series of asset purchase and license agreements with Biovail Laboratories International SRL which later merged with Valeant Pharmaceuticals International, Inc. which was later renamed Bausch Health Companies Inc. (“Bausch”). In March 2011, the Company entered into a new agreement with Bausch to reacquire the ampakine compounds, patents and rights that Bausch had acquired from the Company in March 2010. The new agreement provided for potential future payments of up to $ 15,150,000 by the Company based upon the achievement of certain developments, including new drug application submissions and approval milestones pertaining to an intravenous dosage form of the ampakine compounds for respiratory depression, a therapeutic area not currently pursued by the Company. Bausch is also eligible to receive additional payments of up to $ 15,000,000 from the Company based upon the Company’s net sales of an intravenous dosage form of the compounds for respiratory depression. At any time following the completion of Phase 1 clinical studies and prior to the end of Phase 2A clinical studies, Bausch retains an option to co-develop and co-market intravenous dosage forms of an ampakine compound as a treatment for respiratory depression and vaso-occlusive crises associated with sickle cell disease. In such an event, the Company would be reimbursed for certain development expenses to date and Bausch would share in all such future development costs with the Company. If Bausch makes the co-marketing election, the Company would owe no further milestone payments to Bausch and the Company would be eligible to receive a royalty on net sales of the compound by Bausch or its affiliates and licensees. There was no activity during the fiscal years ended December 31, 2021 or 2020 that affect the Bausch agreement. Summary of Principal Cash Obligations and Commitments The following table sets forth the Company’s principal cash obligations and commitments for the next five fiscal years as of December 31, 2021, aggregating $ 1,156,177 Employment agreement amounts included in the 2021 column represent amounts contractually due from January 1, 2022 through September 30, 2022 or in one case, September 30, 2023 when such contracts expire unless extended pursuant to the terms of the contracts. The contract obligation through September 30, 2023, terminated early as of January 31, 2022. See Note 10. Subsequent Events to the consolidated financial statements as of December 31, 2021. Summary of Principal Cash Obligations and Commitments Payments Due By Year Total 2022 2023 2024 2025 2026 License agreements $ 660,277 $ 175,092 $ 140,185 $ 115,000 $ 115,000 $ 115,000 Employment agreements (1) 495,900 495,900 - - - - Total $ 1,156,177 $ 670,992 $ 140,185 $ 115,000 $ 115,000 $ 115,000 (1) The payment of certain of such amounts has been deferred indefinitely, as described above in “Employment Agreements”. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events Event with respect to Sharp Settlement Agreement On March 28, 2022, one of the Company’s bank accounts was debited for the benefit of Sharp $ 415 Extension of Maturity Date with respect to two convertible notes and one securities purchase agreement On April 1, 2022 and effective on March 31, 2022, the Company and an investor entered into a first amendment to a promissory note, the original maturity date of which was March 31, 2022 July 31, 2022 11,250 15,000 On March 24, 2022 and effective as of February 17, 2022, the Company and an investor entered into a second amendment to a convertible promissory note pursuant to which the first amended maturity date was further amended to a further amended maturity date of June 17, 2022 Also, on March 24, 2022 and effective February 17, 2022, the Company and the same investor entered into a first amendment to a securities purchase agreement related to, among other things, the convertible note described in the immediately preceding paragraph and amending the governing law from the State of New York to the State of Delaware. Resignation of Mr. Timothy L. Jones On January 4, 2022, Mr. Timothy L. Jones notified the Company of his intent to resign at the end of January 2022. On February 8, 2022, the Company received a resignation letter from Mr. Jones pursuant to which he resigned, effective January 31, 2022, as both the Company’s President and Chief Executive Officer and as a member of the Company’s Board of Directors pursuant to certain conditions precedent to the effectiveness of the resignation letter. The conditions precedent to the effectiveness of the registration were met upon the execution by the Company and Mr. Jones of an Employment Agreement Termination and Separation Agreement (“SA”), also on February 8, 2022, which became effective upon completion of a seven-day revocation period without revocation. Pursuant to the terms of the SA, the Company has agreed to pay Mr. Jones up to a maximum of $ 789,267 in accordance with a schedule set forth in the SA based on amounts of funding raised by the Company all in payment for Mr. Jones’ service to the Company as President and Chief Executive Officer prior to January 31, 2022. Mr. Jones did not resign because of any disagreement with the Company relating to the Company’s operations, policies or practices. On February 8, 2022, the Board of Directors of the Company elected Arnold S. Lippa, PhD, the Company’s Chief Scientific Officer and Executive Chairman of the Board, as the Company’s Interim President and Interim Chief Executive Officer. Dr. Lippa will also continue in his current roles. The Company did not enter into any new compensatory plan, agreement or arrangement with Dr. Lippa in connection with his interim appointment. Convertible Note and Related Transactions On April 14, 2022, the Company and Barton Asset Management (“Barton”) entered into a Securities Purchase Agreement (the “Barton SPA”) pursuant to which Barton is to provide a sum of $ 25,000 27,778 2,778 five years 0.01 2,777,800 0.001 The Note obligates the Company to pay by April 14, 2023 (the “Barton Maturity Date”) a principal amount of $ 27,778 10% 2,778 24% Barton has the right, in its discretion, at any time, to convert any outstanding and unpaid amount of the Barton Note into shares of common stock, provided that the conversion would not result in Barton beneficially owning more than 4.99% of the Company’s then outstanding common stock. Barton may convert at a per share conversion price equal to $0.01, subject to equitable adjustments for stock splits, stock dividends, combinations, recapitalizations, extraordinary distributions and similar events. The Company may, in the absence of an event of default, and with prior written notice to Barton, prepay the outstanding principal amount under the Barton Note during the initial 180 day period after the effective date by making a payment to Barton of an amount in cash equal to 115% of the outstanding principal, interest, default interest and other amounts owed. Under certain circumstances, including the occurrence of an event of default, a sale, merger or other business combination where the Company is not the survivor, or the conveyance or disposition of all or substantially all of the assets of the Company, the Company may be required to prepay in cash an amount equal to 125% of the outstanding principal, interest, default interest and other amounts owed. The Barton Note requires that the Company reserve the greater of (i) 4,166,700 The Barton SPA includes, among other things: (1) the grant of an option to Barton to incorporate into the Barton Note any terms applicable to a subsequent issuance of a convertible note or security by the Company that are more beneficial to an investor than the terms of the Barton SPA and Barton Note are to Barton; and (2) certain registration rights by reference to the Barton Registration Rights Agreement, and the right to have any shares of common stock issued in connection with the conversion of the Barton Note or exercise of the Barton Warrant included in any Regulation A offering statement that the Company files with the Securities and Exchange Commission. The terms of the Barton SPA, Barton Note and related documents will trigger most favored nation adjustments to certain of the Company’s outstanding notes, including, but not necessarily limited to an adjustment of the conversion prices to $ 0.01 0.02 0.01 0.02 Advance from Officer On April 14, 2022, the Company’s Interim President, Interim Chief Executive Officer and Chief Scientific Officer advanced $ 62,800 to the Company which funds were used to pay certain accounts payable. This advance is identical in nature to several advances made in prior periods by the same officer for similar purposes. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of RespireRx and its wholly-owned subsidiary, Pier. Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, among other things, accounting for potential liabilities, and the assumptions used in valuing stock-based compensation issued for services. Actual amounts may differ from those estimates. |
Reverse Stock Split on January 5, 2021 | Reverse Stock Split on January 5, 2021 On January 5, 2021, the Company effected a ten to one reverse-stock split of its common stock . Every ten shares of the “old” common stock was exchanged for one “new” share of common stock rounded down to the nearest whole share with any fractional shares of common stock paid to the stockholder in cash. Option and warrant issuances prior to January 5, 2021 have also been proportionately adjusted by dividing the number of shares into which such options and warrants may exercise by ten and multiplying the exercise price by ten. The effect of the reverse-stock split has been reflected retroactively in the Company’s consolidated financial statements as of December 31, 2020 and for the fiscal year ended December 31, 2020. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company limits its exposure to credit risk by investing its cash with high quality financial institutions. The Company’s cash balances may periodically exceed federally insured limits. The Company has not experienced a loss in such accounts to date. |
Value of Financial Instruments | Value of Financial Instruments The authoritative guidance with respect to fair value of financial instruments established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers into and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded, non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models. The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The carrying amounts of financial instruments (consisting of cash and accounts payable and accrued expenses) are considered by the Company to be representative of the respective fair values of these instruments due to the short-term nature of those instruments. With respect to the note payable to SY Corporation and the convertible and other notes payable, management does not believe that the credit markets have materially changed for these types of borrowings since the original borrowing date. The Company considers the carrying amounts of the notes payable to officers and former officers, inclusive of accrued interest, to be representative of the respective fair values of such instruments due to the short-term nature of those instruments and their terms. |
Deferred Financing Costs | Deferred Financing Costs Costs incurred in connection with ongoing debt and equity financings, including legal fees, are deferred until the related financing is either completed or abandoned. Costs related to abandoned debt or equity financings are charged to operations in the period of abandonment. Costs related to completed equity financings are netted against the proceeds. |
Capitalized Financing Costs | Capitalized Financing Costs The Company presents debt issuance costs related to debt liability in its consolidated balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation for debt discounts. |
Convertible Notes Payable | Convertible Notes Payable Convertible notes are evaluated to determine if they should be recorded at amortized cost. To the extent that there are associated warrants, commitment shares or a beneficial conversion feature, the convertible notes and warrants are evaluated to determine if there are embedded derivatives to be identified, bifurcated and valued at fair value in connection with and at the time of such financing. |
Notes Exchanges | Notes Exchanges In cases where debt or other liabilities are exchanged for equity, the Company compares the carrying value of debt, inclusive of accrued interest, if applicable, being exchanged, to the fair value of the equity issued and records any loss or gain as a result of such exchange. See Note 4. Notes Payable. |
Extinguishment of Debt and Settlement of Liabilities | Extinguishment of Debt and Settlement of Liabilities The Company accounts for the extinguishment of debt and settlement of liabilities by comparing the carrying value of the debt or liability to the value of consideration paid or assets given up and recognizing a loss or gain in the consolidated statement of operations in the amount of the difference in the period in which such transaction occurs. |
Prepaid Insurance | Prepaid Insurance Prepaid insurance represents the premium paid in March 2021 for directors’ and officers’ insurance as well as the amount paid in April 2021 for office-related insurances and clinical trial coverage. Directors’ and Officers’ insurance tail coverage, purchased in March 2013 expired in March 2020 and all prepaid amounts have been fully amortized. The amounts of prepaid insurance amortizable in the ensuing twelve-month period are recorded as prepaid insurance in the Company’s consolidated balance sheet at each reporting date and amortized to the Company’s consolidated statement of operations for each reporting period. |
Stock-Based Awards | Stock-Based Awards The Company periodically issues common stock and stock options to officers, directors, Scientific Advisory Board members , consultants and other vendors for services rendered. Such issuances vest and expire according to terms established at the issuance date of each grant. The Company accounts for stock-based payments to officers and directors, outside consultants and vendors measuring the cost of services received in exchange for equity awards based on the grant date fair value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s consolidated financial statements over the vesting period of the awards. Stock grants, which are sometimes subject to time-based vesting, are measured at the grant date fair value of the common stock and charged to operations ratably over the vesting period. Stock options granted to members of the Company’s outside consultants and other vendors are valued on the grant date. As the stock options vest, the Company recognizes this expense over the period in which the services are provided. The value of stock options granted as stock-based compensation is determined utilizing the Black-Scholes option-pricing model, and is affected by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option as compared to the fair value of the common stock on the grant date, and the estimated volatility of the common stock over the estimated life of the equity award. Estimated volatility is based on the historical volatility of the Company’s common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair value of common stock is determined by reference to the quoted market price of the Company’s common stock. Stock options and warrants issued to non-employees as compensation for services to be provided to the Company or in settlement of debt are accounted for based upon the fair value of the services provided or the estimated fair value of the stock option or warrant, whichever can be more clearly determined. Management uses the Black-Scholes option-pricing model to determine the fair value of the stock options and warrants issued by the Company. The Company recognizes this expense over the period in which the services are provided. As of December 31, 2021, there were stock option grants exercisable into 9,306,368 shares of common stock granted to three officers who are also directors (one of which officer resigned effective January 31, 2022, but still retains the options which were fully vested), one director who is not an officer, consultants and other vendors. Certain stock options granted were subject to vesting schedules. Stock options exercisable into 3,069,444 shares of common stock vested during the fiscal year ended December 31, 2021. The Black-Scholes value of vested stock options granted during the fiscal year ended December 31, 2021 was $ 39,500 35,000 54,250 For stock options requiring an assessment of fair value during the fiscal years ended December 31, 2021 and 2020 the fair value of each stock option award was estimated using the Black-Scholes option-pricing model using the following assumptions: Summary of Fair Value of Option Estimated Using Black-Scholes Pricing Model with Valuation Assumptions 2021 2020 Risk-free interest rate 1.24 % 0.21 - 0.28 % Expected dividend yield 0 % 0 % Expected volatility 189.33 % 412.81 - 426.92 % Expected life at date of issuance 5 5 The expected life is estimated to be equal to the term of the common stock options issued in 2021. The Company recognizes the fair value of stock-based awards in general and administrative costs and in research and development costs, as appropriate, in the Company’s consolidated statements of operations. The Company issues new shares of common stock to satisfy stock option and warrant exercises. There were no stock options exercised during the fiscal years ended December 31, 2021 and 2020. Warrants exercisble into 380,568 shares of Common Stock with a value of $ 16,200 were issued to a placement agent during the fiscal year ended December 31, 2021. There were no other warrants issued as compensation or for services during the fiscal years ended December 31, 2021 and 2020 requiring such assessment. Warrants, if issued for services, are typically issued to placement agents or brokers for fund raising services and are not issued from any of the Company’s stock and option plans, from which options issued to non-employees for services are typically issued. For warrants requiring an assessment of fair value during the fiscal years ended December 31, 2021 and 2020 the fair value of each warrant was estimated using the Black-Scholes option-pricing model using the following assumptions: Schedule of Fair Value of Warrants Estimated Using Black- Scholes Pricing Model with Valuation Assumptions 2021 2020 Risk-free interest rate 0.80- 1.02 % 0.21 - 0.28 % Expected dividend yield 0 % 0 % Expected volatility 192.64 - 353.06 % 412.81 - 426.92 % Expected life at date of issuance 5 5 |
Income Taxes | Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. Pursuant to Internal Revenue Code Sections 382 and 383, use of the Company’s net operating loss and credit carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three-year period since the last ownership change. The Company may have had a change in control under these Sections. However, the Company does not anticipate performing a complete analysis of the limitation on the annual use of the net operating loss and tax credit carryforwards until the time that it anticipates it will be able to utilize these tax attributes. As of December 31, 2021, the Company did not have any unrecognized tax benefits related to various federal and state income tax matters and does not anticipate any material amount of unrecognized tax benefits within the next 12 months. The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of December 31, 2021, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. |
Foreign Currency Transactions | Foreign Currency Transactions The note payable to SY Corporation, which is denominated in a foreign currency (the South Korean Won), is translated into the Company’s functional currency (the United States Dollar) at the exchange rate on the balance sheet date. The foreign currency exchange gain or loss resulting from translation is recognized in the related consolidated statements of operations. |
Research and Development | Research and Development Research and development costs include compensation paid to management directing the Company’s research and development activities, including but not limited to compensation paid to our Chief Scientific Officer and fees paid to consultants and outside service providers and organizations (including research institutes at universities), and other expenses relating to the acquisition, design, development and clinical testing of the Company’s treatments and product candidates. |
License Agreements | License Agreements Obligations incurred with respect to mandatory payments provided for in license agreements are recognized ratably over the appropriate period, as specified in the underlying license agreement, and are recorded as liabilities in the Company’s consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s consolidated statement of operations. Obligations incurred with respect to milestone payments provided for in license agreements are recognized when it is probable that such milestone will be reached and are recorded as liabilities in the Company’s consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s consolidated statement of operations. |
Patent Costs | Patent Costs Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s research efforts and any related patent applications, all patent costs, including patent-related legal and filing fees, are expensed as incurred and are charged to general and administrative expenses. |
Earnings per Share | Earnings per Share The Company’s computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., warrants and options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Net income (loss) attributable to common stockholders consists of net income or loss, as adjusted for actual and deemed preferred stock dividends declared, amortized or accumulated. The Company recorded a deemed dividend for the issuance of warrants during year ended December 31, 2021 and December 31, 2020 of $ 378,042 1,440,214 , respectively. The deemed dividend is added to the net loss in determining the net loss available to common stockholders. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because all warrants and stock options outstanding are anti-dilutive. At December 31, 2021 and 2020, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2021 2020 December 31, 2021 2020 Series B convertible preferred stock 1 1 Convertible notes payable 48,173,552 13,333,036 Common stock warrants 59,420,298 28,809,352 Common stock options 9,306,368 7,165,215 Total 116,900,219 49,307,604 |
Reclassifications | Reclassifications Certain comparative figures in 2020 have been reclassified to conform to the current year’s presentation. These reclassifications were immaterial, both individually and in the aggregate. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The subtitle is Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This Accounting Standard Update (“ASU”) addresses complex financial instruments that have characteristics of both debt and equity. The application of this ASU would reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models would result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The Company has historically issued complex financial instruments and has considered whether embedded conversion features have existed within those contracts or whether derivatives would appropriately be bifurcated. To date, no such bifurcation has been necessary. However, it is possible that this ASU may have a substantial impact on the Company’s financial statements. Management is evaluating the potential impact. This ASU becomes effective for fiscal years beginning after December 15, 2023. In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions between Topic 321, Topic 323, Equity Method and Joint Ventures, and Topic 815, Derivatives and Hedging which represents an amendment clarifying the interaction between accounting standards related to equity securities, equity method investments and certain derivatives. The guidance is effective for fiscal years beginning after December 15, 2020. Adoption had no material impact on our consolidated financial statements as of December 31, 2021. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Fair Value of Option Estimated Using Black-Scholes Pricing Model with Valuation Assumptions | For stock options requiring an assessment of fair value during the fiscal years ended December 31, 2021 and 2020 the fair value of each stock option award was estimated using the Black-Scholes option-pricing model using the following assumptions: Summary of Fair Value of Option Estimated Using Black-Scholes Pricing Model with Valuation Assumptions 2021 2020 Risk-free interest rate 1.24 % 0.21 - 0.28 % Expected dividend yield 0 % 0 % Expected volatility 189.33 % 412.81 - 426.92 % Expected life at date of issuance 5 5 |
Schedule of Fair Value of Warrants Estimated Using Black- Scholes Pricing Model with Valuation Assumptions | For warrants requiring an assessment of fair value during the fiscal years ended December 31, 2021 and 2020 the fair value of each warrant was estimated using the Black-Scholes option-pricing model using the following assumptions: Schedule of Fair Value of Warrants Estimated Using Black- Scholes Pricing Model with Valuation Assumptions 2021 2020 Risk-free interest rate 0.80- 1.02 % 0.21 - 0.28 % Expected dividend yield 0 % 0 % Expected volatility 192.64 - 353.06 % 412.81 - 426.92 % Expected life at date of issuance 5 5 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | At December 31, 2021 and 2020, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2021 2020 December 31, 2021 2020 Series B convertible preferred stock 1 1 Convertible notes payable 48,173,552 13,333,036 Common stock warrants 59,420,298 28,809,352 Common stock options 9,306,368 7,165,215 Total 116,900,219 49,307,604 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Convertible Notes Outstanding | The table below summarizes the convertible notes with similar characteristics outstanding as of December 31, 2021 and the repayments by conversion during the fiscal year ended December 31, 2021: Schedule of Convertible Notes Outstanding Inception Date Maturity date Original Principal Amount Interest rate Original aggregate DIC, OID, Wts, CS and BCF Cumulative amortization of DIC, OID, Wts, CS and BCF Accrued coupon interest Repayment Balance sheet July 2, 2020 April 2, 2021 $ 137,500 10.00 % $ (44,423 ) $ 44,423 $ 6,875 $ (144,375 ) $ - July 28, 2020 June 30, 2022 53,000 8.00 % (13,000 ) 6,170 6,368 (25,000 ) 27,538 July 30, 2020 October 30, 2021 75,000 10.00 % (27,778 ) 27,778 4,136 (79,136 ) - February 17, 2021 June 17, 2022 112,000 10.00 % (112,000 ) 111,376 8,696 (80,000 ) 40,072 April 1, 2021 July 31, 2022 112,500 10.00 % (112,500 ) 84,759 8,476 - 93,235 May 3, 2021 April 30, 2022 150,000 10.00 % (150,000 ) 100,685 10,068 - 110,753 May 10, 2021 May 10, 2022 150,000 10.00 % (150,000 ) 96,575 9,658 - 106,233 June 30, 2021 June 29, 2022 115,000 10.00 % (115,000 ) 58,287 5,829 - 64,116 August 31, 2021 August 31, 2022 115,000 10.00 % (109,675 ) 36,658 3,844 - 45,827 October 7, 2021 October 7, 2022 115,000 10.00 % (96,705 ) 22,521 2,678 - 43,494 December 23, 2021 April 22, 2022 87,000 10.00 % (36,301 ) 2,420 580 - 53,699 Total $ 1,222,000 $ (967,382 ) $ 591,652 $ 67,208 $ (328,511 ) $ 584,967 |
Schedule of Convertible Notes Payable | The remaining outstanding Original Convertible Notes (including those for which default notices have been received) consist of the following at December 31, 2021 and December 31, 2020: Schedule of Convertible Notes Payable December 31, December 31, Principal amount of notes payable $ 75,000 $ 75,000 Accrued interest payable 80,961 64,357 Foreign currency transaction adjustment Total note payable $ 155,961 $ 139,357 |
SY Corporation [Member] | |
Schedule of Convertible Notes Payable | Note payable to SY Corporation consists of the following at December 31, 2021 and 2020: Schedule of Convertible Notes Payable December 31, December 31, Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 459,358 411,384 Foreign currency transaction adjustment (22,028 ) 53,393 Total note payable $ 837,104 $ 864,551 |
Stockholders_ Deficiency (Table
Stockholders’ Deficiency (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Warrants Activity | A summary of warrant activity for the year ended December 31, 2021 is presented below. Schedule of Warrants Activity Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Warrants outstanding at December 31, 2020 28,809,352 $ 0.1528 2.64 Issued 39,182,841 $ 0.0200 4.50 Expired (9,395 ) $ 74.8891 - Exchanged (1,062,500 ) $ 0.0700 - Exercised (7,500,000 ) $ 0.0200 - Warrants outstanding at December 31, 2021 59,420,298 $ .0718 3.33 Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Warrants outstanding at December 31, 2019 219,104 $ 18.7109 3.44 Issued 39,585,040 $ 0.0521 2.89 Expired (25,434 ) $ 2.9899 Exercised (10,969,352 ) $ 0.0161 Warrants outstanding at December 31, 2020 28,809,352 $ 0.1528 2.64 |
Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable | The exercise prices of common stock warrants outstanding and exercisable are as follows at December 31, 2021: Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Dates $ 0.016 2,212,500 2,212,500 May 17, 2022 $ 0.020 31,682,841 31,682,841 September 30, 2023 – October 7, 2026 $ 0.070 25,377,426 25,377,426 September 30, 2023 $ 15.00 19,000 19,000 December 30, 2023 $ 15.75 23,881 23,881 April 30, 2023 $ 11.00 104,650 104,650 September 29, 2022 59,420,298 59,420,298 |
Summary of Stock Option Activity | A summary of stock option activity for the fiscal year ended December 31, 2021 is presented below. Summary of Stock Option Activity Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Options outstanding at December 31, 2020 7,165,215 $ 2.225 4.60 Granted 2,194,444 $ 0.019 4.98 Expired (53,291 ) $ (73.305 ) - Options outstanding at December 31, 2021 9,306,368 $ 1.095 3.95 A summary of stock option activity for the fiscal year ended December 31, 2020 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Options outstanding at December 31, 2019 428,761 $ 33.798 4.98 Granted 6,750,000 $ 0.0660 4.63 Expired (13,546 ) $ (65.9190 ) - Options outstanding at December 31, 2020 7,165,215 $ 1.961 4.60 Options exercisable at December 31, 2020 6,290,215 $ 2.225 4.59 |
Schedule of Exercise Prices of Common Stock Options Outstanding and Exercisable | The exercise prices of common stock options outstanding and exercisable were as follows at December 31, 2021: Schedule of Exercise Prices of Common Stock Options Outstanding and Exercisable Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 0.019 2,194,444 2,194,444 December 21, 2026 $ 0.072 5,050,000 5,050,000 September 30, 2025 $ 0.054 1,700,000 1,700,000 July 31, 2025 $ 7.000 2,168 2,168 November 21, 2023 $ 11.200 31,038 31,038 April 5, 2023 $ 12.500 1,676 1,676 December 7, 2022 $ 13.500 3,400 3,400 July 28, 2022 $ 14.500 184,942 184,942 December 9, 2027 $ 14.500 10,000 10,000 December 9, 2027 $ 20.000 28,500 28,500 June 30, 2022 $ 20.000 2,500 2,500 July 26, 2022 $ 39.000 39,500 39,500 January 17, 2022 $ 64.025 12,923 12,923 August 18, 2022 $ 64.025 26,179 26,179 August 18, 2025 $ 81.250 16,923 16,923 June 30, 2022 $ 139.750 339 339 March 14, 2024 $ 159.250 246 246 February 28, 2024 $ 195.000 949 949 July 17, 2022 $ 195.000 641 641 August 10, 2022 9,306,368 9,306,368 The exercise prices of common stock options outstanding and exercisable were as follows at December 31, 2020: Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 0.072 5,050,000 4,525,000 September 30, 2025 $ 0.054 1,700,000 1,350,000 July 31, 2025 $ 7.000 2,168 2,168 November 21, 2023 $ 11.200 31,038 31,038 April 5, 2023 $ 12.500 1,676 1,676 December 7, 2022 $ 13.500 3,400 3,400 July 28, 2022 $ 14.500 184,942 184,942 December 9, 2027 $ 14.500 10,000 10,000 December 9, 2027 $ 20.000 28,500 28,500 June 30, 2022 $ 20.000 2,500 2,500 July 26, 2022 $ 39.000 39,500 39,500 January 17, 2022 $ 45.000 722 722 September 2, 2021 $ 57.500 261 261 September 12, 2021 $ 64.025 12,923 12,923 August 18, 2022 $ 64.025 26,179 26,179 August 18, 2025 $ 73.775 52,308 52,308 March 31, 2021 $ 81.250 16,923 16,923 June 30, 2022 $ 139.750 339 339 March 14, 2024 $ 159.250 246 246 February 28, 2024 $ 195.000 949 949 July 17, 2022 $ 195.000 641 641 August 10, 2022 7,165,215 6,290,215 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | Schedule of Deferred Tax Assets December 31, 2021 2020 Capitalized research and development costs $ - $ - Research and development credits 2,906,000 3,017,000 Stock-based compensation 3,911,000 3,975,000 Stock options issued in connection with the payment of debt 202,000 202,000 Net operating loss carryforwards 19,671,000 20,536,000 Accrued compensation 733,000 155,000 Accrued interest due to related party and others 186,000 146,000 Other, net - 8,000 Total deferred tax assets 27,609,000 28,039,000 Valuation allowance (27,609,000 ) (28,039,000 ) Net deferred tax assets $ - $ - |
Reconciliation of Income Tax Rate Federal Statutory Rate and Effective Tax Rate | Reconciliation of Income Tax Rate Federal Statutory Rate and Effective Tax Rate Years Ended December 31, 2021 2020 U. S. federal statutory tax rate (21.0 )% (21.0 )% Change in valuation allowance (1.0 )% (1.0 )% Adjustment to deferred tax asset 22.0 % 22.0 % Other - % - % Effective tax rate 0.0 % 0.0 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Current Cash Commitments in Employment Agreements | The table below summarizes the current cash commitments to each individual with respect to their respective employment agreements through the next September 30 th Summary of Current Cash Commitments in Employment Agreements Contract year ending September 30, 2022 Twelve months Base Guaranteed Salary Benefits Bonus Total Timothy L. Jones $ - $ - $ - $ - Arnold S. Lippa 225,000 29,700 — 254,700 Jeff E. Margolis 225,000 16,200 — 241,200 $ 450,000 $ 45,900 $ - $ 495,900 |
Summary of Principal Cash Obligations and Commitments | Summary of Principal Cash Obligations and Commitments Payments Due By Year Total 2022 2023 2024 2025 2026 License agreements $ 660,277 $ 175,092 $ 140,185 $ 115,000 $ 115,000 $ 115,000 Employment agreements (1) 495,900 495,900 - - - - Total $ 1,156,177 $ 670,992 $ 140,185 $ 115,000 $ 115,000 $ 115,000 (1) The payment of certain of such amounts has been deferred indefinitely, as described above in “Employment Agreements”. |
Business (Details Narrative)
Business (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2022 | Dec. 23, 2021 | Sep. 14, 2021 | Mar. 15, 2021 | Dec. 31, 2019 | Aug. 10, 2012 | |
Proceeds from Issuance Initial Public Offering | $ 7,500,000 | |||||||
Share Price | $ 0.02 | $ 182 | ||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 3,144,840 | $ 4,301,211 | ||||||
Net Cash Provided by (Used in) Operating Activities | 956,172 | 513,001 | ||||||
Stockholders' Equity Attributable to Parent | 10,007,758 | $ 8,063,320 | $ 7,444,819 | |||||
Debt Instrument, Face Amount | 562,000 | $ 87,000 | $ 25,000 | |||||
Interest Payable | $ 39,607 | |||||||
Obligation due amount | $ 410,000 | |||||||
Forecast [Member] | ||||||||
Obligation due amount | $ 100,000 |
Summary of Fair Value of Option
Summary of Fair Value of Option Estimated Using Black-Scholes Pricing Model with Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.24% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 189.33% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | 5 years |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.21% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 412.81% | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.28% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 426.92% |
Schedule of Fair Value of Warra
Schedule of Fair Value of Warrants Estimated Using Black- Scholes Pricing Model with Valuation Assumptions (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.21 | |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.02 | 0.28 |
Measurement Input, Expected Dividend Rate [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Measurement Input, Option Volatility [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 192.64 | 412.81 |
Measurement Input, Option Volatility [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 353.06 | 426.92 |
Measurement Input, Expected Term [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Warrants and Rights Outstanding, Term | 5 years | 5 years |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 116,900,219 | 49,307,604 |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1 | 1 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 48,173,552 | 13,333,036 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 59,420,298 | 28,809,352 |
Common Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 9,306,368 | 7,165,215 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jan. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Stockholders' Equity, Reverse Stock Split | the Company effected a ten to one reverse-stock split of its common stock | 10 for 1 reverse stock split basis which occurred on January 5, 2021 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionExercisableNumber] | 9,306,368 | ||
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfSharesExercisable-0] | 3,069,444 | ||
Stock options vested, value | $ 39,500 | $ 35,000 | |
Options granted, vested | $ 54,250 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 380,568 | 10,969,352 | |
[custom:ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantValueOrRight-0] | $ 16,200 | ||
Warrants deemed dividend | $ 378,042 | $ 1,440,214 | |
Warrant [Member] | |||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 0 |
Schedule of Convertible Notes O
Schedule of Convertible Notes Outstanding (Details) - USD ($) | Jun. 25, 2012 | Dec. 31, 2021 | Dec. 23, 2021 | Mar. 15, 2021 | Jul. 02, 2020 |
Short-term Debt [Line Items] | |||||
Debt Instrument, Maturity Date | Jun. 25, 2013 | ||||
Original principal amount | $ 562,000 | $ 87,000 | $ 25,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 24.00% | ||||
Accrued interest | 39,607 | ||||
Balance sheet carrying amount | $ 600,000 | ||||
Convertible Notes Payable [Member] | |||||
Short-term Debt [Line Items] | |||||
Original principal amount | 1,222,000 | ||||
Original aggregate | (967,382) | ||||
Cumulative amortization | 591,652 | ||||
Accrued interest | 67,208 | ||||
Repayment by conversion | (328,511) | ||||
Balance sheet carrying amount | $ 584,967 | ||||
July 2, 2020 Convertible Note [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Maturity Date | Apr. 2, 2021 | ||||
Original principal amount | $ 137,500 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||
Original aggregate | $ (44,423) | ||||
Cumulative amortization | 44,423 | ||||
Accrued interest | 6,875 | ||||
Repayment by conversion | (144,375) | ||||
Balance sheet carrying amount | |||||
July 28, 2020 Convertible Note [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Maturity Date | Jun. 30, 2022 | ||||
Original principal amount | $ 53,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||
Original aggregate | $ (13,000) | ||||
Cumulative amortization | 6,170 | ||||
Accrued interest | 6,368 | ||||
Repayment by conversion | (25,000) | ||||
Balance sheet carrying amount | $ 27,538 | ||||
July 30, 2020 Convertible Note [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Maturity Date | Oct. 30, 2021 | ||||
Original principal amount | $ 75,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||
Original aggregate | $ (27,778) | ||||
Cumulative amortization | 27,778 | ||||
Accrued interest | 4,136 | ||||
Repayment by conversion | (79,136) | ||||
Balance sheet carrying amount | |||||
February 17, 2021 Convertible Note [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Maturity Date | Jun. 17, 2022 | ||||
Original principal amount | $ 112,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||
Original aggregate | $ (112,000) | ||||
Cumulative amortization | 111,376 | ||||
Accrued interest | 8,696 | ||||
Repayment by conversion | (80,000) | ||||
Balance sheet carrying amount | $ 40,072 | ||||
April 1, 2021 Convertible Note [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Maturity Date | Jul. 31, 2022 | ||||
Original principal amount | $ 112,500 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||
Original aggregate | $ (112,500) | ||||
Cumulative amortization | 84,759 | ||||
Accrued interest | 8,476 | ||||
Repayment by conversion | |||||
Balance sheet carrying amount | $ 93,235 | ||||
May 3, 2021 Convertible Note [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Maturity Date | Apr. 30, 2022 | ||||
Original principal amount | $ 150,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||
Original aggregate | $ (150,000) | ||||
Cumulative amortization | 100,685 | ||||
Accrued interest | 10,068 | ||||
Repayment by conversion | |||||
Balance sheet carrying amount | $ 110,753 | ||||
May 10, 2021 Convertible Note [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Maturity Date | May 10, 2022 | ||||
Original principal amount | $ 150,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||
Original aggregate | $ (150,000) | ||||
Cumulative amortization | 96,575 | ||||
Accrued interest | 9,658 | ||||
Repayment by conversion | |||||
Balance sheet carrying amount | $ 106,233 | ||||
June 30, 2021 Convertible Note [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Maturity Date | Jun. 29, 2022 | ||||
Original principal amount | $ 115,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||
Original aggregate | $ (115,000) | ||||
Cumulative amortization | 58,287 | ||||
Accrued interest | 5,829 | ||||
Repayment by conversion | |||||
Balance sheet carrying amount | $ 64,116 | ||||
August 31, 2021 Convertible Note [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Maturity Date | Aug. 31, 2022 | ||||
Original principal amount | $ 115,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||
Original aggregate | $ (109,675) | ||||
Cumulative amortization | 36,658 | ||||
Accrued interest | 3,844 | ||||
Repayment by conversion | |||||
Balance sheet carrying amount | $ 45,827 | ||||
October 7, 2021 [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Maturity Date | Oct. 7, 2022 | ||||
Original principal amount | $ 115,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||
Original aggregate | $ (96,705) | ||||
Cumulative amortization | 22,521 | ||||
Accrued interest | 2,678 | ||||
Repayment by conversion | |||||
Balance sheet carrying amount | $ 43,494 | ||||
December 23, 2021 [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Maturity Date | Apr. 22, 2022 | ||||
Original principal amount | $ 87,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||
Original aggregate | $ (36,301) | ||||
Cumulative amortization | 2,420 | ||||
Accrued interest | 580 | ||||
Repayment by conversion | |||||
Balance sheet carrying amount | $ 53,699 |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Total note payable | $ 837,104 | $ 864,551 |
SY Corporation [Member] | ||
Short-term Debt [Line Items] | ||
Principal amount of note payable | 399,774 | 399,774 |
Accrued interest payable | 459,358 | 411,384 |
Foreign currency transaction adjustment | 22,028 | (53,393) |
Total note payable | 837,104 | 864,551 |
Foreign currency transaction adjustment | (22,028) | 53,393 |
Original Convertible Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Principal amount of note payable | 75,000 | 75,000 |
Accrued interest payable | 80,961 | 64,357 |
Total note payable | $ 155,961 | $ 139,357 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Dec. 23, 2021 | Oct. 07, 2021 | Sep. 14, 2021 | Aug. 31, 2021 | Jul. 27, 2021 | Jun. 30, 2021 | May 10, 2021 | May 03, 2021 | Apr. 02, 2021 | Feb. 19, 2021 | Sep. 30, 2020 | Jun. 25, 2012 | Jun. 25, 2012 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2014 | Sep. 07, 2021 | Jun. 29, 2021 | Apr. 30, 2021 | Apr. 01, 2021 | Mar. 31, 2021 | Mar. 15, 2021 | Feb. 17, 2021 | Jul. 30, 2020 | Jul. 28, 2020 | Jul. 02, 2020 | Apr. 09, 2018 | Sep. 23, 2016 | Sep. 22, 2016 | Feb. 02, 2016 | Jan. 29, 2016 | Dec. 31, 2015 | Feb. 17, 2011 |
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Face amount | $ 87,000 | $ 562,000 | $ 562,000 | $ 25,000 | ||||||||||||||||||||||||||||||
Other Commitment | $ 1,553,000 | $ 2,000,000 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 380,568 | 380,568 | 10,969,352 | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.02 | $ 0.012 | $ 0.012 | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.02 | |||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 24.00% | |||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 25, 2013 | |||||||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 1,250,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Annual Principal Payment | $ 28,000 | $ 28,000 | ||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 6,368 | |||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 8,700 | |||||||||||||||||||||||||||||||||
[custom:StockIssuedDuringPeriodSharesWarrantsExercised] | 4,785,000 | |||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Rate | 10.00% | |||||||||||||||||||||||||||||||||
[custom:BeneficialOwningPercent-0] | 9.99% | 9.99% | ||||||||||||||||||||||||||||||||
Debt Instrument, Description | To the extent a partial prepayment is made, the amount of principal and/or accrued but unpaid interest deemed prepaid, shall be 90.9090% of the amount paid and 9.0909% shall be deemed the 10% prepayment premium. While any portion of the note is outstanding, if the Company receives cash proceeds from a closing of an offering pursuant to Regulation A, the Company shall, within one (1) business day of the Company’s receipt of such proceeds, inform the holder, of such receipt, following which holder has the right to require the Company to immediately apply 10% or any lesser portion of such proceeds to repay all or any portion of the outstanding amounts owed under the note. In the event that such proceeds are received by holder prior to the maturity date, the required prepayment shall be subject to all prepayment terms in the note | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 16,312,500 | |||||||||||||||||||||||||||||||||
Convertible Debt | $ 600,000 | |||||||||||||||||||||||||||||||||
Interest Payable | $ 39,607 | $ 39,607 | ||||||||||||||||||||||||||||||||
[custom:DebtInstrumentStockholdersPercentage-0] | 20.00% | 20.00% | ||||||||||||||||||||||||||||||||
Interest Expense | 724,769 | $ 545,675 | ||||||||||||||||||||||||||||||||
Due to Related Parties | $ 410,000 | |||||||||||||||||||||||||||||||||
Proceeds from Related Party Debt | 5,000 | 59,500 | ||||||||||||||||||||||||||||||||
Repayments of Related Party Debt | 16,000 | |||||||||||||||||||||||||||||||||
Other Short-term Borrowings | 15,185 | 15,185 | 4,608 | |||||||||||||||||||||||||||||||
Eight Monthly Installments [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | 10,182 | |||||||||||||||||||||||||||||||||
Samyang Optics Co Inc [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Face amount | $ 400,000 | $ 400,000 | ||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||||||||||||||||||||||||||||||||
Interest Expense | 47,973 | 48,104 | ||||||||||||||||||||||||||||||||
Won [Member] | Samyang Optics Co Inc [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 465,000,000 | |||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.07 | $ 0.07 | $ 0.07 | |||||||||||||||||||||||||||||||
[custom:StockIssuedDuringPeriodSharesWarrantsExercised] | 6,525,000 | |||||||||||||||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Legal fees | $ 78,300 | |||||||||||||||||||||||||||||||||
Finder's fees | $ 75,820 | |||||||||||||||||||||||||||||||||
Single Investor [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Accrued interest | 11,477 | 11,477 | ||||||||||||||||||||||||||||||||
Dr Arnold S Lippa [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 109,786,458 | |||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||
Interest Expense | 12,289 | 11,329 | ||||||||||||||||||||||||||||||||
Due to Related Parties | $ 50,000 | $ 25,000 | $ 52,600 | |||||||||||||||||||||||||||||||
Proceeds from Related Party Debt | 100,000 | |||||||||||||||||||||||||||||||||
Repayments of Related Party Debt | 5,000 | |||||||||||||||||||||||||||||||||
Dr Arnold S Lippa [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 10,978,645 | |||||||||||||||||||||||||||||||||
Dr. James S. Manuso [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||
Interest Expense | 18,656 | $ 16,988 | ||||||||||||||||||||||||||||||||
Due to Related Parties | 50,000 | $ 25,000 | $ 52,600 | |||||||||||||||||||||||||||||||
Dr Arnold S Lippa And Dr.James S Manuso [Member]. | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Face amount | 250,000 | 250,000 | ||||||||||||||||||||||||||||||||
Due to Related Parties | $ 100,000 | |||||||||||||||||||||||||||||||||
[custom:ClosingValueOfCommonStock-0] | $ 150,000 | $ 150,000 | ||||||||||||||||||||||||||||||||
Second Time [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Face amount | $ 45,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 1, 2021 | |||||||||||||||||||||||||||||||||
Third Time [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Face amount | $ 53,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 30, 2022 | |||||||||||||||||||||||||||||||||
Equity Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Face amount | $ 25,000 | |||||||||||||||||||||||||||||||||
[custom:IncreaseInMaturityAmount-0] | $ 40,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jul. 28, 2021 | |||||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.07 | $ 0.07 | $ 0.01485 | |||||||||||||||||||||||||||||||
Repayments of Related Party Debt | 8,000 | |||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.02 | $ 0.02 | $ 0.03416 | |||||||||||||||||||||||||||||||
Repayments of Related Party Debt | $ 15,000 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 15,121,667 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
[custom:PercentageOfAccruedInterestPrepaymentPremium-0] | 0.00% | 0.00% | ||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Minimum [Member] | Accrued Interest [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
[custom:PercentageOfAccruedInterestPrepaymentPremium-0] | 100.00% | 100.00% | ||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
[custom:PercentageOfAccruedInterestPrepaymentPremium-0] | 15.00% | 15.00% | ||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Maximum [Member] | Accrued Interest [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
[custom:PercentageOfAccruedInterestPrepaymentPremium-0] | 115.00% | 115.00% | ||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Investor One [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Face amount | $ 112,000 | |||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 97,500 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Investor Two [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Face amount | $ 112,500 | |||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 96,750 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Investor Three [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Face amount | $ 150,000 | |||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 123,400 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Investor Four [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Face amount | $ 150,000 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Investor Five [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Face amount | $ 115,000 | |||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 100,000 | $ 123,400 | ||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Investor Six [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Face amount | $ 115,000 | |||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 103,500 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Investor Seven [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Face amount | $ 115,000 | |||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 103,500 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Warrant One [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 2,400,000 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Warrant Two [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 3,200,000 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Warrant Three [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 3,200,000 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.02 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Warrant Four [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 2,453,333 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Warrant Five [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 5,750,000 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Warrant Six [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 5,750,000 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Three Investor [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 748,050 | |||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.02 | $ 0.02 | ||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||
Accrued interest | $ 151,391 | $ 151,391 | $ 85,693 | |||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Single Investor [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 19,000 | 19,000 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 15 | $ 15 | ||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 30, 2023 | |||||||||||||||||||||||||||||||||
Convertible Debt | $ 35,000 | $ 35,000 | ||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
[custom:PercentageOfAccruedInterestPrepaymentPremium-0] | 100.00% | 100.00% | ||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
[custom:PercentageOfAccruedInterestPrepaymentPremium-0] | 115.00% | 115.00% | ||||||||||||||||||||||||||||||||
One Note [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||||||||||||||||||||||||||||||||
Conversions of Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Accrued interest | $ 2,748 | $ 2,748 | ||||||||||||||||||||||||||||||||
Original Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,380 | |||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 57,085 | 48,700 | ||||||||||||||||||||||||||||||||
Interest Payable | $ 32,085 | $ 32,085 | 23,700 | |||||||||||||||||||||||||||||||
Original Convertible Notes [Member] | Single Investor [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Face amount | $ 579,500 | |||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 15, 2016 | |||||||||||||||||||||||||||||||||
Other Short-Term Notes Payable [Member] | ||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | 11.00% | ||||||||||||||||||||||||||||||||
[custom:InsurancePremium-0] | $ 81,673 | $ 81,673 | ||||||||||||||||||||||||||||||||
Other Short-term Borrowings | 9,215 | 9,215 | ||||||||||||||||||||||||||||||||
Short-term Debt | $ 15,185 | $ 15,185 | $ 4,608 |
Settlement and Payment Agreem_2
Settlement and Payment Agreements (Details Narrative) - USD ($) | Mar. 14, 2023 | Mar. 28, 2022 | Sep. 14, 2021 | Aug. 01, 2021 | Apr. 01, 2021 | Feb. 21, 2020 | Jan. 18, 2017 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 23, 2021 | Feb. 23, 2021 |
Short-term Debt [Line Items] | |||||||||||
Payments for Legal Settlements | $ 75,000 | $ 10,000 | |||||||||
Repayments of Related Party Debt | $ 16,000 | ||||||||||
Attorneys fees and cost | $ 47,937 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 24.00% | ||||||||||
[custom:AccuredInterest-0] | 31,841 | $ 31,841 | |||||||||
Investment Banking Services [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Accrued Liabilities, Current | 225,000 | 225,000 | |||||||||
Subsequent Event [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Payments for fees | $ 415 | ||||||||||
Sharp Settlement Agreement [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Repayments of Related Party Debt | 30,000 | ||||||||||
2014 License Agreement [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Repayments of Debt | 100,000 | ||||||||||
Sharp Clinical Services Inc [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
[custom:LatePaymentFeesDescription] | On February 21, 2020, Sharp Clinical Services, Inc. (“Sharp”), a vendor of the Company, filed a complaint against the Company in the Superior Court of New Jersey Law Division, Bergen County related to a December 16, 2019 demand for payment of past due invoices inclusive of late fees totaling $ | ||||||||||
Late payment fees | $ 103,890 | ||||||||||
Loss Contingency, Damages Sought, Value | $ 104,217 | ||||||||||
Due to Related Parties, Current | 53,859 | 53,859 | |||||||||
Salamandra [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
[custom:LatePaymentFeesDescription] | Additionally, the arbitrator granted Salamandra attorneys’ fees and costs of $47,937. All such amounts have been accrued as of December 31, 2021 and December 31, 2020, including accrued interest at 4.5% annually from February 26, 2018, the date of the judgment, through December 31, 2021, totaling $31,841. The Company had previously entered into a settlement agreement with Salamandra that is no longer in effect. The Company has approached Salamandra seeking to negotiate a new settlement agreement. A lien with respect to the amounts owed is in effect. | ||||||||||
Due to Related Parties, Current | $ 146,082 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.50% | ||||||||||
Sharp and Salamandra [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Due to Related Parties, Current | $ 320,911 | ||||||||||
Cash | $ 1,559 | ||||||||||
DNA Healthlink Inc [Member] | Upfront Fees [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Gain on vendor settlement | 62,548 | ||||||||||
[custom:VendorSettlement-0] | $ 8,000 | $ 8,000 | |||||||||
DNA Healthlink Inc [Member] | Subsequent Event [Member] | Upfront Fees [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Payments for fees | $ 15,000,000 | ||||||||||
Incentive Fee, Description | If, prior to March 14, 2023, the Company receives one or more upfront license fee payments or any other similar fee or fees from one or more strategic partners that aggregate at least fifteen million dollars ($15,000,000.00) (“ | ||||||||||
DNA Healthlink Inc [Member] | DNA Healthlink Settlement Agreement [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Accounts Payable, Trade, Current | $ 410,000 | ||||||||||
Debt Instrument, Payment Terms | Under the terms of the DNA Healthlink Settlement Agreement, the Company is obligated to pay to DNA Healthlink the full DNA Healthlink Settlement Amount as follows: twelve monthly payments of $8,000 each commencing on November 15, 2021, followed by twelve monthly payments of $10,000 each commencing on November 15, 2022, followed by twelve monthly payments of $15,000 each commencing on November 15, 2023, followed by one final payment of $14,000 on November 15, 2024. | ||||||||||
DNA Healthlink Inc [Member] | DNA Healthlink Settlement Agreement [Member] | November 15, 2021 [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt Instrument, Periodic Payment | $ 8,000 | ||||||||||
DNA Healthlink Inc [Member] | DNA Healthlink Settlement Agreement [Member] | November 15, 2022 [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt Instrument, Periodic Payment | 10,000 | ||||||||||
DNA Healthlink Inc [Member] | DNA Healthlink Settlement Agreement [Member] | November 15, 2023 [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt Instrument, Periodic Payment | 15,000 | ||||||||||
DNA Healthlink Inc [Member] | DNA Healthlink Settlement Agreement [Member] | November 15, 2024 [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt Instrument, Periodic Payment | $ 14,000 |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Number of Warrants, Outstanding, Beginning balance | 28,809,352 | 219,104 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.1528 | $ 18.7109 | |
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardNonOptionsEquityInstrumentsOutstandingWeightedAverageRemainingContractualTerm] | 3 years 3 months 29 days | 2 years 7 months 20 days | 3 years 5 months 8 days |
Number of Warrants, Outstanding, Beginning balance | 39,182,841 | 39,585,040 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.0200 | $ 0.0521 | |
Weighted Average Remaining Contractual Life (in Years), Outstanding, Issued | 4 years 6 months | 2 years 10 months 20 days | |
Number of Warrants, Outstanding, Beginning balance | (9,395) | (25,434) | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 74.8891 | $ 2.9899 | |
Number of Warrants, Outstanding, Beginning balance | (1,062,500) | ||
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.0700 | ||
Number of Warrants, Outstanding, Beginning balance | (7,500,000) | (10,969,352) | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.0200 | $ 0.0161 | |
Number of Warrants, Outstanding, Beginning balance | 59,420,298 | 28,809,352 | 219,104 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.0718 | $ 0.1528 | $ 18.7109 |
Schedule of Exercise Prices of
Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable (Details) - $ / shares | Dec. 31, 2021 | Dec. 23, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jul. 30, 2020 | Jul. 02, 2020 | Dec. 31, 2019 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants, Exercise Price | $ 0.012 | $ 0.02 | |||||
Warrants, Outstanding (Shares) | 59,420,298 | 28,809,352 | 219,104 | ||||
Minimum [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants, Exercise Price | $ 0.07 | $ 0.01485 | |||||
Maximum [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants, Exercise Price | $ 0.02 | $ 0.03416 | |||||
Warrant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants, Exercise Price | $ 0.07 | $ 0.07 | $ 0.07 | ||||
Warrants, Outstanding (Shares) | 59,420,298 | ||||||
Warrants, Exercisable (Shares) | 59,420,298 | ||||||
Exercise Price Range One [Member] | Warrant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants, Exercise Price | $ 0.016 | ||||||
Warrants, Outstanding (Shares) | 2,212,500 | ||||||
Warrants, Exercisable (Shares) | 2,212,500 | ||||||
Warrants and Rights Outstanding, Maturity Date | May 17, 2022 | ||||||
Exercise Price Range Two [Member] | Warrant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants, Exercise Price | $ 0.020 | ||||||
Warrants, Outstanding (Shares) | 31,682,841 | ||||||
Warrants, Exercisable (Shares) | 31,682,841 | ||||||
Exercise Price Range Two [Member] | Warrant [Member] | Minimum [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants and Rights Outstanding, Maturity Date | Sep. 30, 2023 | ||||||
Exercise Price Range Two [Member] | Warrant [Member] | Maximum [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants and Rights Outstanding, Maturity Date | Oct. 7, 2026 | ||||||
Exercise Price Range Three [Member] | Warrant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants, Exercise Price | $ 0.070 | ||||||
Warrants, Outstanding (Shares) | 25,377,426 | ||||||
Warrants, Exercisable (Shares) | 25,377,426 | ||||||
Warrants and Rights Outstanding, Maturity Date | Sep. 30, 2023 | ||||||
Exercise Price Range Four [Member] | Warrant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants, Exercise Price | $ 15 | ||||||
Warrants, Outstanding (Shares) | 19,000 | ||||||
Warrants, Exercisable (Shares) | 19,000 | ||||||
Warrants and Rights Outstanding, Maturity Date | Dec. 30, 2023 | ||||||
Exercise Price Range Five [Member] | Warrant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants, Exercise Price | $ 15.75 | ||||||
Warrants, Outstanding (Shares) | 23,881 | ||||||
Warrants, Exercisable (Shares) | 23,881 | ||||||
Warrants and Rights Outstanding, Maturity Date | Apr. 30, 2023 | ||||||
Exercise Price Range Six [Member] | Warrant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants, Exercise Price | $ 11 | ||||||
Warrants, Outstanding (Shares) | 104,650 | ||||||
Warrants, Exercisable (Shares) | 104,650 | ||||||
Warrants and Rights Outstanding, Maturity Date | Sep. 29, 2022 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Options Outstanding (Shares) | 7,165,215 | 428,761 | |
Weighted Average Exercise Price, Options outstanding, beginning balance | $ 2.225 | $ 33.798 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years 11 months 12 days | 4 years 7 months 6 days | 4 years 11 months 23 days |
Number of shares, Options Granted | 2,194,444 | 6,750,000 | |
Weighted Average Exercise Price, Options Granted | $ 0.019 | $ 0.0660 | |
Weighted Average Remaining Contractual Life (in Years), Options outstanding, Granted | 4 years 11 months 23 days | 4 years 7 months 17 days | |
Number of shares, Options Expired | (53,291) | (13,546) | |
Weighted Average Exercise Price, Options Expired | $ (73.305) | $ (65.9190) | |
Options Outstanding (Shares) | 9,306,368 | 7,165,215 | 428,761 |
Weighted Average Exercise Price, Options outstanding, beginning balance | $ 1.095 | $ 1.961 | |
Options Outstanding (Shares) | 6,290,215 | ||
Weighted Average Exercise Price, Options exercisable ending balance | $ 2.225 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 7 months 2 days |
Schedule of Exercise Prices o_2
Schedule of Exercise Prices of Common Stock Options Outstanding and Exercisable (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Offsetting Assets [Line Items] | ||
Option, outstanding shares | 9,306,368 | 7,165,215 |
Option, exercisable (shares) | 9,306,368 | 6,290,215 |
Stock Option One [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price range | $ 0.019 | $ 0.072 |
Option, outstanding shares | 2,194,444 | 5,050,000 |
Option, exercisable (shares) | 2,194,444 | 4,525,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Dec. 21, 2026 | Sep. 30, 2025 |
Stock Option Two [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price range | $ 0.072 | $ 0.054 |
Option, outstanding shares | 5,050,000 | 1,700,000 |
Option, exercisable (shares) | 5,050,000 | 1,350,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Sep. 30, 2025 | Jul. 31, 2025 |
Stock Option Three [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price range | $ 0.054 | $ 7 |
Option, outstanding shares | 1,700,000 | 2,168 |
Option, exercisable (shares) | 1,700,000 | 2,168 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Jul. 31, 2025 | Nov. 21, 2023 |
Stock Option Four [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price range | $ 7 | $ 11.200 |
Option, outstanding shares | 2,168 | 31,038 |
Option, exercisable (shares) | 2,168 | 31,038 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Nov. 21, 2023 | Apr. 5, 2023 |
Stock Option Five [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price range | $ 11.200 | $ 12.500 |
Option, outstanding shares | 31,038 | 1,676 |
Option, exercisable (shares) | 31,038 | 1,676 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Apr. 5, 2023 | Dec. 7, 2022 |
Stock Option Six [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price range | $ 12.500 | $ 13.500 |
Option, outstanding shares | 1,676 | 3,400 |
Option, exercisable (shares) | 1,676 | 3,400 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Dec. 7, 2022 | Jul. 28, 2022 |
Stock Option Seven [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price range | $ 13.500 | $ 14.500 |
Option, outstanding shares | 3,400 | 184,942 |
Option, exercisable (shares) | 3,400 | 184,942 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Jul. 28, 2022 | Dec. 9, 2027 |
Stock Option Eight [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price range | $ 14.500 | $ 14.500 |
Option, outstanding shares | 184,942 | 10,000 |
Option, exercisable (shares) | 184,942 | 10,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Dec. 9, 2027 | Dec. 9, 2027 |
Stock Option Nine [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price range | $ 14.500 | $ 20 |
Option, outstanding shares | 10,000 | 28,500 |
Option, exercisable (shares) | 10,000 | 28,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Dec. 9, 2027 | Jun. 30, 2022 |
Stock Option Ten [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price range | $ 20 | $ 20 |
Option, outstanding shares | 28,500 | 2,500 |
Option, exercisable (shares) | 28,500 | 2,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Jun. 30, 2022 | Jul. 26, 2022 |
Stock Option Eleven [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price range | $ 20 | $ 39 |
Option, outstanding shares | 2,500 | 39,500 |
Option, exercisable (shares) | 2,500 | 39,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Jul. 26, 2022 | Jan. 17, 2022 |
Stock Option Twelve [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price range | $ 39 | $ 45 |
Option, outstanding shares | 39,500 | 722 |
Option, exercisable (shares) | 39,500 | 722 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Jan. 17, 2022 | Sep. 2, 2021 |
Stock Option Thirteen [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price range | $ 64.025 | $ 57.500 |
Option, outstanding shares | 12,923 | 261 |
Option, exercisable (shares) | 12,923 | 261 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Aug. 18, 2022 | Sep. 12, 2021 |
Stock Option Fourteen [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price range | $ 64.025 | $ 64.025 |
Option, outstanding shares | 26,179 | 12,923 |
Option, exercisable (shares) | 26,179 | 12,923 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Aug. 18, 2025 | Aug. 18, 2022 |
Stock Option Fifteen [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price range | $ 81.250 | $ 64.025 |
Option, outstanding shares | 16,923 | 26,179 |
Option, exercisable (shares) | 16,923 | 26,179 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Jun. 30, 2022 | Aug. 18, 2025 |
Stock Option Sixteen [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price range | $ 139.750 | $ 73.775 |
Option, outstanding shares | 339 | 52,308 |
Option, exercisable (shares) | 339 | 52,308 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Mar. 14, 2024 | Mar. 31, 2021 |
Stock Option Seventeen [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price range | $ 159.250 | $ 81.250 |
Option, outstanding shares | 246 | 16,923 |
Option, exercisable (shares) | 246 | 16,923 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Feb. 28, 2024 | Jun. 30, 2022 |
Stock Option Eighteen [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price range | $ 195 | $ 139.750 |
Option, outstanding shares | 949 | 339 |
Option, exercisable (shares) | 949 | 339 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Jul. 17, 2022 | Mar. 14, 2024 |
Stock Option Nineteen [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price range | $ 195 | $ 159.250 |
Option, outstanding shares | 641 | 246 |
Option, exercisable (shares) | 641 | 246 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Aug. 10, 2022 | Feb. 28, 2024 |
Stock Option Twenty [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price range | $ 195 | |
Option, outstanding shares | 949 | |
Option, exercisable (shares) | 949 | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Jul. 17, 2022 | |
Stock Option Twenty One [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price range | $ 195 | |
Option, outstanding shares | 641 | |
Option, exercisable (shares) | 641 | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Aug. 10, 2022 |
Stockholders_ Deficiency (Detai
Stockholders’ Deficiency (Details Narrative) - USD ($) | Nov. 22, 2021 | Sep. 07, 2021 | Jul. 29, 2021 | Jul. 02, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Jul. 30, 2020 | Mar. 18, 2014 | Aug. 10, 2012 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 23, 2021 | Mar. 15, 2021 | Jul. 13, 2020 | Jul. 02, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Preferred Stock, Shares Authorized | 5,000,000 | ||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7,500,000 | 13,145,114 | |||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 48,173,552 | ||||||||||||||||
Preferred stock, shares undesignated | 3,504,424 | 3,504,424 | |||||||||||||||
Common Stock, Shares, Outstanding | 44,321 | 97,894,276 | 71,271,095 | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 323,096 | $ 44,451 | |||||||||||||||
Stock Issued | $ 40,000 | ||||||||||||||||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisableInPeriod] | 7,500 | 22,753,333 | |||||||||||||||
Convertible Debt | $ 600,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.012 | $ 0.02 | |||||||||||||||
[custom:GainLossOnExchangeOfConvertibleNotes] | $ 1,099 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 380,568 | 10,969,352 | |||||||||||||||
Number of Warrants, Outstanding, Beginning balance | 28,809,352 | 219,104 | |||||||||||||||
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.1528 | $ 18.7109 | |||||||||||||||
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardNonOptionsEquityInstrumentsOutstandingWeightedAverageRemainingContractualTerm] | 3 years 3 months 29 days | 2 years 7 months 20 days | 3 years 5 months 8 days | ||||||||||||||
Number of Warrants, Outstanding, Beginning balance | 39,182,841 | 39,585,040 | |||||||||||||||
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.0200 | $ 0.0521 | |||||||||||||||
Weighted Average Remaining Contractual Life (in Years), Outstanding, Issued | 4 years 6 months | 2 years 10 months 20 days | |||||||||||||||
Number of Warrants, Outstanding, Beginning balance | (9,395) | (25,434) | |||||||||||||||
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 74.8891 | $ 2.9899 | |||||||||||||||
Number of Warrants, Outstanding, Beginning balance | (7,500,000) | (10,969,352) | |||||||||||||||
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.0200 | $ 0.0161 | |||||||||||||||
Number of Warrants, Outstanding, Beginning balance | 59,420,298 | 28,809,352 | 219,104 | ||||||||||||||
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.0718 | $ 0.1528 | $ 18.7109 | ||||||||||||||
Number of shares, Options Granted | 2,194,444 | 6,750,000 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | ||||||||||||||||
Share Price | $ 182 | $ 0.02 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 6,290,215 | ||||||||||||||||
Options Outstanding (Shares) | 7,165,215 | 428,761 | |||||||||||||||
Weighted Average Exercise Price, Options outstanding, beginning balance | $ 2.225 | $ 33.798 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years 11 months 12 days | 4 years 7 months 6 days | 4 years 11 months 23 days | ||||||||||||||
Weighted Average Exercise Price, Options Granted | $ 0.019 | $ 0.0660 | |||||||||||||||
Weighted Average Remaining Contractual Life (in Years), Options outstanding, Granted | 4 years 11 months 23 days | 4 years 7 months 17 days | |||||||||||||||
Number of shares, Options Expired | (53,291) | (13,546) | |||||||||||||||
Weighted Average Exercise Price, Options Expired | $ (73.305) | $ (65.9190) | |||||||||||||||
Options Outstanding (Shares) | 9,306,368 | 7,165,215 | 428,761 | ||||||||||||||
Weighted Average Exercise Price, Options outstanding, beginning balance | $ 1.095 | $ 1.961 | |||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 28,000 | $ 345,500 | |||||||||||||||
Sold units for aggregate cash consideration | 17,975 | ||||||||||||||||
Fair value of common stock | $ 3,271,402 | ||||||||||||||||
Percentage of common stock issued | 41.00% | ||||||||||||||||
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 | 1,250,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 9,306,368 | 7,165,215 | 428,761 | ||||||||||||||
Class of Warrant or Right, Outstanding | 66,345,298 | ||||||||||||||||
[custom:ClassOfWarrantOrRightOutstandingNotYetOccurred-0] | 6,925,000 | ||||||||||||||||
[custom:NumberOfAdditionalContractualReservesShares-0] | 144,260,508 | ||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 4,379,000 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 15,121,667 | ||||||||||||||||
General and Administrative Expense [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 28,000 | $ 345,500 | |||||||||||||||
Research and Development Expenses and Vesting Options [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 30,750 | $ 38,750 | |||||||||||||||
In-The-Money Common Stock Options [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Share Price | $ 0.012 | $ 0.029 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 0 | 0 | |||||||||||||||
2014 Equity Plan [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Number of shares available for issuance | 6,325 | ||||||||||||||||
Number of shares, Options Granted | 325,025 | ||||||||||||||||
2015 Stock and Stock Option Plan [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Number of shares, Options Granted | 13,563,098 | ||||||||||||||||
2015 Plan [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 53,291 | ||||||||||||||||
Note Purchase Agreement [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisableInPeriod] | 15,121,667 | ||||||||||||||||
Broker [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisableInPeriod] | 380,568 | ||||||||||||||||
Minimum [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.07 | $ 0.01485 | |||||||||||||||
Minimum [Member] | 2015 Stock and Stock Option Plan [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Number of shares, Options Granted | 7,000,000 | ||||||||||||||||
Maximum [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.02 | $ 0.03416 | |||||||||||||||
Maximum [Member] | 2015 Stock and Stock Option Plan [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Number of shares, Options Granted | 22,898,526 | ||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Preferred Stock, Shares Authorized | 37,500 | ||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1 | ||||||||||||||||
Preferred Stock, Liquidation Preference, Value | $ 25,001 | ||||||||||||||||
Series B Preferred Stock [Member] | Private Placement [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Preferred Stock, Shares Issued | 37,500 | ||||||||||||||||
Series A Junior Participating Preferred Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Preferred Stock, Shares Authorized | 205,000 | ||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Preferred Stock, Shares Authorized | 1,700 | ||||||||||||||||
Series H Preferred Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Preferred Stock, Shares Authorized | 1,200 | ||||||||||||||||
Series H 2% Voting Non-Participating Convertible Preferred Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Preferred Stock, Shares Authorized | 3,000 | 3,000 | |||||||||||||||
Preferred Stock, Shares Issued | 1,624.1552578 | 1,624.1552578 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 25,377,426 | 25,377,426 | |||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 25,377,426 | ||||||||||||||||
Preferred Stock, Shares Outstanding | 0 | ||||||||||||||||
Number of shares available for issuance | 1,375.8447422 | ||||||||||||||||
9% Cumulative Convertible Preferred Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Preferred Stock, Shares Authorized | 1,250,000 | ||||||||||||||||
Convertible Notes, Options and Warrants [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Number of shares available for issuance | 1,764,709,434 | ||||||||||||||||
Convertible Debt and Warrants [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Number of shares available for issuance | 144,260,508 | ||||||||||||||||
Outstanding Convertible Notes, Outstanding Options and OutstandingWarrants [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Number of shares available for issuance | 1,620,449,926 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,844,680 | 16,625,557 | 26,291,373 | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 328,510 | ||||||||||||||||
Stock Issued | $ 2,844,680 | ||||||||||||||||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercisableInPeriod] | 327,273 | ||||||||||||||||
Number of shares, Options Granted | 2,194,444 | 6,750,000 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 0 | ||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 137,395,290 | ||||||||||||||||
Warrant [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 25,377,426 | 25,377,426 | 375,000 | 687,500 | |||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 687,500 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.07 | $ 0.07 | $ 0.07 | $ 0.07 | |||||||||||||
Fair Value Adjustment of Warrants | $ 1,440,214 | ||||||||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | ||||||||||||||
Number of Warrants, Outstanding, Beginning balance | 59,420,298 |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Capitalized research and development costs | ||
Research and development credits | 2,906,000 | 3,017,000 |
Stock-based compensation | 3,911,000 | 3,975,000 |
Stock options issued in connection with the payment of debt | 202,000 | 202,000 |
Net operating loss carryforwards | 19,671,000 | 20,536,000 |
Accrued compensation | 733,000 | 155,000 |
Accrued interest due to related party and others | 186,000 | 146,000 |
Other, net | 8,000 | |
Total deferred tax assets | 27,609,000 | 28,039,000 |
Valuation allowance | (27,609,000) | (28,039,000) |
Net deferred tax assets |
Reconciliation of Income Tax Ra
Reconciliation of Income Tax Rate Federal Statutory Rate and Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U. S. federal statutory tax rate | (21.00%) | (21.00%) |
Change in valuation allowance | (1.00%) | (1.00%) |
Adjustment to deferred tax asset | 22.00% | 22.00% |
Other | ||
Effective tax rate | 0.00% | 0.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CALIFORNIA | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 9,036,000 | |
[custom:NetOperatingLossCarryforwardsExpiration] | expire at various dates from 2022 through 2029 | |
Deferred Tax Assets, Tax Credit Carryforwards, Research | $ 1,146,000 | |
NJ [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 12,166,000 | |
[custom:NetOperatingLossCarryforwardsExpiration] | through 2041 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 86,491,000 | |
[custom:NetOperatingLossCarryforwardsExpiration] | expire at various dates from 2022 through 2041 | |
Deferred Tax Assets, Tax Credit Carryforwards, Research | $ 1,760,000 | |
[custom:ResearchAndDevelopmentTaxCreditCarryforwardsExpirationTerm] | expire at various dates from 2022 through 2032 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 21,202,000 |
Summary of Current Cash Commitm
Summary of Current Cash Commitments in Employment Agreements (Details) - Forecast [Member] | 12 Months Ended |
Sep. 30, 2022USD ($) | |
Base Salary | $ 450,000 |
Benefits | 45,900 |
Guaranteed Bonus | |
Total | 495,900 |
Timothy L. Jones [Member] | |
Base Salary | |
Benefits | |
Guaranteed Bonus | |
Total | |
Dr Arnold S Lippa [Member] | |
Base Salary | 225,000 |
Benefits | 29,700 |
Guaranteed Bonus | |
Total | 254,700 |
Mr Margolis [Member] | |
Base Salary | 225,000 |
Benefits | 16,200 |
Guaranteed Bonus | |
Total | $ 241,200 |
Summary of Principal Cash Oblig
Summary of Principal Cash Obligations and Commitments (Details) | Dec. 31, 2021USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total | $ 1,156,177 | |
2022 | 670,992 | |
2023 | 140,185 | |
2024 | 115,000 | |
2025 | 115,000 | |
2026 | 115,000 | |
Licensing Agreements [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total | 660,277 | |
2022 | 175,092 | |
2023 | 140,185 | |
2024 | 115,000 | |
2025 | 115,000 | |
2026 | 115,000 | |
Employment Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total | 495,900 | [1] |
2022 | 495,900 | [1] |
2023 | [1] | |
2024 | [1] | |
2025 | [1] | |
2026 | [1] | |
[1] | The payment of certain of such amounts has been deferred indefinitely, as described above in “Employment Agreements”. |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Mar. 31, 2022 | Mar. 28, 2022 | Mar. 02, 2022 | Jan. 02, 2022 | Nov. 02, 2021 | Sep. 15, 2021 | Sep. 14, 2021 | Sep. 02, 2021 | Jul. 12, 2021 | Jul. 02, 2021 | Apr. 29, 2021 | Dec. 15, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 15, 2020 | Sep. 15, 2020 | Mar. 22, 2020 | Mar. 22, 2020 | Oct. 15, 2014 | Jun. 27, 2014 | Dec. 31, 2021 | Mar. 31, 2011 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 23, 2021 | Mar. 15, 2021 | Jul. 13, 2020 | Apr. 09, 2018 | Sep. 23, 2016 | Jan. 29, 2016 |
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 28,000 | $ 345,500 | |||||||||||||||||||||||||||||
Due to Related Parties | $ 410,000 | ||||||||||||||||||||||||||||||
Repayments of Related Party Debt | $ 16,000 | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,194,444 | 6,750,000 | |||||||||||||||||||||||||||||
Expense pursuant to agreement | $ 72,875 | ||||||||||||||||||||||||||||||
Payments | $ 9,500 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 380,568 | 380,568 | 10,969,352 | ||||||||||||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 7,500,000 | ||||||||||||||||||||||||||||||
Purchase Commitment, Remaining Minimum Amount Committed | $ 75,000 | ||||||||||||||||||||||||||||||
Agreement termination | Jun. 30, 2022 | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 562,000 | 562,000 | $ 87,000 | $ 25,000 | |||||||||||||||||||||||||||
Contractual Obligation | 1,156,177 | 1,156,177 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Payments for Other Fees | $ 415 | ||||||||||||||||||||||||||||||
Restricted Common Stock [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 200,000 | ||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Repayments of Related Party Debt | 8,000 | ||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Repayments of Related Party Debt | $ 15,000 | ||||||||||||||||||||||||||||||
Maximum [Member] | Bausch Health Companies Inc [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Acquisition of potential future payment | $ 15,150,000 | ||||||||||||||||||||||||||||||
Receive additional payments net sales | $ 15,000,000 | ||||||||||||||||||||||||||||||
Three Installments [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Purchase Commitment, Remaining Minimum Amount Committed | $ 25,000 | ||||||||||||||||||||||||||||||
David Dickason [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
[custom:WorkingHourRatePerHours] | $ 250 | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 200,000 | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | 25.00% | |||||||||||||||||||||||||||||
Timothy L. Jones [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 106,900 | $ 16,073 | |||||||||||||||||||||||||||||
Employee-related Liabilities | $ 522,350 | $ 522,350 | 436,059 | ||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 4,409,063 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 4,409,063 | 4,409,063 | |||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Reverse Stock Splits | 440,906 | ||||||||||||||||||||||||||||||
Accrued Employee Benefits, Current | 339,600 | ||||||||||||||||||||||||||||||
Timothy L. Jones [Member] | Series H Preferred Stock [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 28,218 | ||||||||||||||||||||||||||||||
[custom:AccruedCompensationForForgaveAmount] | $ 28,218 | ||||||||||||||||||||||||||||||
[custom:OtherFeesShares] | 28.218 | ||||||||||||||||||||||||||||||
Dr Arnold S Lippa [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Due to Related Parties | $ 50,000 | $ 25,000 | $ 52,600 | ||||||||||||||||||||||||||||
Repayments of Related Party Debt | $ 5,000 | ||||||||||||||||||||||||||||||
[custom:AccruedCompensationForForgaveAmount] | $ 100,000 | $ 153,000 | |||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 109,786,458 | 109,786,458 | 109,786,458 | ||||||||||||||||||||||||||||
Accrued Employee Benefits, Current | $ 853,000 | $ 853,000 | $ 853,000 | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 10,978,645 | 10,978,645 | 4,500,000 | 4,500,000 | 10,978,645 | ||||||||||||||||||||||||||
Compensation and Benefits Trust | $ 600,000 | ||||||||||||||||||||||||||||||
Dr Arnold S Lippa [Member] | Series H Preferred Stock [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 109,786,458 | ||||||||||||||||||||||||||||||
[custom:NumberOfExchangeForAccruedBoardOfDirectorsAndOtherFeesOwedShares] | 100 | 600 | |||||||||||||||||||||||||||||
[custom:PreferredStockDividendShare] | 2.6333333 | ||||||||||||||||||||||||||||||
Dr Arnold S Lippa [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 10,978,645 | 10,978,645 | 10,978,645 | ||||||||||||||||||||||||||||
Dr Arnold S Lippa [Member] | Post Reverse Stock Split [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 450,000 | 450,000 | |||||||||||||||||||||||||||||
Jeff E. Margolis [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
[custom:AccruedCompensationForForgaveAmount] | $ 150,000 | $ 153,000 | |||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 101,905,382 | 101,905,382 | 101,905,382 | ||||||||||||||||||||||||||||
Accrued Employee Benefits, Current | $ 803,000 | $ 803,000 | $ 803,000 | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 10,190,538 | 10,190,538 | 4,500,000 | 4,500,000 | 10,190,538 | ||||||||||||||||||||||||||
Compensation and Benefits Trust | 500,000 | ||||||||||||||||||||||||||||||
Jeff E. Margolis [Member] | Series H Preferred Stock [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
[custom:AccruedCompensationForForgaveAmount] | $ 150 | ||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 101,905,382 | ||||||||||||||||||||||||||||||
Compensation and Benefits Trust | $ 500 | ||||||||||||||||||||||||||||||
[custom:PreferredStockDividendShare] | 2.194444 | ||||||||||||||||||||||||||||||
Jeff E. Margolis [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 10,190,538 | 10,190,538 | 10,190,538 | ||||||||||||||||||||||||||||
Jeff E. Margolis [Member] | Post Reverse Stock Split [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 450,000 | 450,000 | |||||||||||||||||||||||||||||
Dr Lippa and Mr Margolis [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Proceeds from Issuance Initial Public Offering | 2,000,000 | ||||||||||||||||||||||||||||||
Consulting Agreement [Member] | Richard Purcell [Member] | DNA Healthlink Inc [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Payments for Other Fees | $ 12,500 | ||||||||||||||||||||||||||||||
Service fee per hour | 250 | ||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 5,000 | 112,500 | |||||||||||||||||||||||||||||
Recurring Cash Compensation Accrued Pursuant Amended Agreement [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 321,600 | ||||||||||||||||||||||||||||||
University Of Illinois Two Thousand Fourteen Exclusive License Agreement [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
[custom:LicenseFees] | $ 25,000 | ||||||||||||||||||||||||||||||
[custom:OutstandingPatentCosts-0] | $ 15,840 | ||||||||||||||||||||||||||||||
Percentage of royalty on net sale | 4.00% | ||||||||||||||||||||||||||||||
Percentage of payment on sub licensee revenue | 12.50% | ||||||||||||||||||||||||||||||
Royalty Expense | $ 100,000 | $ 100,000 | |||||||||||||||||||||||||||||
Royalty due date | Apr. 30, 2021 | Apr. 19, 2020 | |||||||||||||||||||||||||||||
Royalty paid date | Apr. 1, 2021 | ||||||||||||||||||||||||||||||
Minimum annual royalty increase | $ 150,000 | ||||||||||||||||||||||||||||||
Charge to operations with royalty obligation | $ 100,000 | ||||||||||||||||||||||||||||||
University Of Illinois Two Thousand Fourteen Exclusive License Agreement [Member] | Due Within Five Days After Dosing of First Patient Phase Two Human Clinical Trial [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Payments for Rent | 75,000 | ||||||||||||||||||||||||||||||
University Of Illinois Two Thousand Fourteen Exclusive License Agreement [Member] | Due Within Five Days After Dosing of First Patient Phase Three Human Clinical Trial [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Payments for Rent | 350,000 | ||||||||||||||||||||||||||||||
University Of Illinois Two Thousand Fourteen Exclusive License Agreement [Member] | Due Within Five Days After First New Drug Application Filing [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Payments for Rent | 500,000 | ||||||||||||||||||||||||||||||
University Of Illinois Two Thousand Fourteen Exclusive License Agreement [Member] | Due Within Twelve Months of First Commercial Sale Member [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Payments for Rent | 1,000,000 | ||||||||||||||||||||||||||||||
University Of Illinois Two Thousand Fourteen Exclusive License Agreement [Member] | First Sale Of Product [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Royalty Expense | 200,000 | ||||||||||||||||||||||||||||||
University Of Illinois Two Thousand Fourteen Exclusive License Agreement [Member] | First Commercial Sale Of Product [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Royalty Expense | 250,000 | ||||||||||||||||||||||||||||||
Payment Settlement Agreement [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Due to Related Parties, Current | $ 234,656.58 | ||||||||||||||||||||||||||||||
Repayments of Debt | $ 10,000 | $ 10,000 | $ 10,000 | $ 175,000 | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 213,000 | 213,000 | |||||||||||||||||||||||||||||
payments | $ 20,000 | ||||||||||||||||||||||||||||||
Payment Settlement Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Repayments of Debt | $ 125,000 | $ 10,000 | $ 10,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 14, 2023 | Apr. 14, 2022 | Apr. 01, 2022 | Mar. 28, 2022 | Feb. 17, 2022 | Jan. 04, 2022 | Dec. 23, 2021 | Jun. 25, 2012 | Dec. 31, 2021 | Mar. 15, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||||||||
Promissory note, original maturity date | Jun. 25, 2013 | ||||||||||
Interest increase, amount | $ 6,368 | ||||||||||
Face amount | $ 87,000 | $ 562,000 | $ 25,000 | ||||||||
Original issue discount | $ 8,700 | ||||||||||
Warrant exercise price | $ 0.02 | $ 0.012 | |||||||||
Common stock purchase warrant | 7,500,000 | 13,145,114 | |||||||||
Common stock, par value | $ 0.001 | ||||||||||
Interest rate | 24.00% | ||||||||||
Debt description | To the extent a partial prepayment is made, the amount of principal and/or accrued but unpaid interest deemed prepaid, shall be 90.9090% of the amount paid and 9.0909% shall be deemed the 10% prepayment premium. While any portion of the note is outstanding, if the Company receives cash proceeds from a closing of an offering pursuant to Regulation A, the Company shall, within one (1) business day of the Company’s receipt of such proceeds, inform the holder, of such receipt, following which holder has the right to require the Company to immediately apply 10% or any lesser portion of such proceeds to repay all or any portion of the outstanding amounts owed under the note. In the event that such proceeds are received by holder prior to the maturity date, the required prepayment shall be subject to all prepayment terms in the note | ||||||||||
Number of shares of common stock | 16,312,500 | ||||||||||
Debt conversion price | $ 0.02 | ||||||||||
Securities Purchase Agreement [Member] | Forecast [Member] | Barton Maturity Date [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Interest amount | $ 2,778 | ||||||||||
Face amount | $ 27,778 | ||||||||||
Interest rate | 10.00% | ||||||||||
Effective interest rate | 24.00% | ||||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Payment for fees | $ 415 | ||||||||||
Subsequent Event [Member] | Barton Note [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Warrant exercise price | $ 0.01 | ||||||||||
Debt conversion price | 0.01 | ||||||||||
Common stock, per share | $ 0.02 | ||||||||||
Subsequent Event [Member] | Mr. Timothy L Jones [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Payments to affiliates | $ 789,267 | ||||||||||
Subsequent Event [Member] | Chief Executive Officer and Chief Scientific Officer [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Due to officers | $ 62,800 | ||||||||||
Subsequent Event [Member] | First Amendment To Promissory Note [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Promissory note, original maturity date | Mar. 31, 2022 | ||||||||||
Interest increase, amount | $ 11,250 | ||||||||||
Interest amount | $ 15,000 | ||||||||||
Subsequent Event [Member] | First Amendment To Promissory Note [Member] | Extended Maturity [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Promissory note, original maturity date | Jul. 31, 2022 | ||||||||||
Subsequent Event [Member] | Second Amendment To Promissory Note [Member] | Extended Maturity [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Promissory note, original maturity date | Jun. 17, 2022 | ||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Barton Warrant [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Warrants term | 5 years | ||||||||||
Warrant exercise price | $ 0.01 | ||||||||||
Common stock purchase warrant | 2,777,800 | ||||||||||
Common stock, par value | $ 0.001 | ||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Barton Note [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Convertible note | $ 25,000 | ||||||||||
Face amount | 27,778 | ||||||||||
Original issue discount | $ 2,778 | ||||||||||
Debt conversion feature, description | Barton has the right, in its discretion, at any time, to convert any outstanding and unpaid amount of the Barton Note into shares of common stock, provided that the conversion would not result in Barton beneficially owning more than 4.99% of the Company’s then outstanding common stock. Barton may convert at a per share conversion price equal to $0.01, subject to equitable adjustments for stock splits, stock dividends, combinations, recapitalizations, extraordinary distributions and similar events. | ||||||||||
Debt description | The Company may, in the absence of an event of default, and with prior written notice to Barton, prepay the outstanding principal amount under the Barton Note during the initial 180 day period after the effective date by making a payment to Barton of an amount in cash equal to 115% of the outstanding principal, interest, default interest and other amounts owed. Under certain circumstances, including the occurrence of an event of default, a sale, merger or other business combination where the Company is not the survivor, or the conveyance or disposition of all or substantially all of the assets of the Company, the Company may be required to prepay in cash an amount equal to 125% of the outstanding principal, interest, default interest and other amounts owed. | ||||||||||
Number of shares of common stock | 4,166,700 |