Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 18, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 102,774,276 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 252 | $ 1,398 |
Deferred financing costs | 177,883 | |
Prepaid expenses | 103,079 | 29,456 |
Total current assets | 103,331 | 208,737 |
Total assets | 103,331 | 208,737 |
Current liabilities: | ||
Accounts payable and accrued expenses, including amounts owed to related parties (Note 5) | 5,479,486 | 5,235,767 |
Accrued compensation and related expenses | 2,788,508 | 2,608,708 |
Convertible notes payable, currently due and payable on demand, including accrued interest of $181,219 and $151,391 at March 31, 2022 and December 31, 2021, respectively (Note 4) | 1,029,764 | 790,153 |
Note payable to SY Corporation, including accrued interest of $472,186 and $459,358 at March 31, 2022 and December 31, 2021, respectively, payment obligation currently in default (Note 4) | 832,496 | 837,104 |
Notes and advances payable to officers, including accrued interest (Note 4) | 255,681 | 230,356 |
Notes payable to former officer, including accrued interest (Note 4) | 210,282 | 205,222 |
Other short-term notes payable | 111,035 | 15,185 |
Total current liabilities | 10,707,252 | 9,922,495 |
Long-term liabilities | ||
Long-term accounts payable associated with payment settlement agreements, including long-term accounts payable due to affiliates of $264,000 and $294,000 at March 31, 2022 and December 31, 2021, respectively (Note 5) | 264,000 | 294,000 |
Total long-term liabilities | 264,000 | 294,000 |
Total liabilities | 10,971,252 | 10,216,495 |
Commitments and contingencies (Note 8) | ||
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 outstanding at March 31, 2022 and at December 31, 2021, respectively | 97,894 | 97,894 |
Additional paid-in capital | 163,827,781 | 163,827,781 |
Accumulated deficit | (174,815,299) | (173,955,136) |
Total stockholders’ deficiency | (10,867,921) | (10,007,758) |
Total liabilities and stockholders’ deficiency | $ 103,331 | $ 208,737 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Due to affiliates | $ 264,000 | $ 294,000 |
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 5,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares, Issued | 97,894,276 | 97,894,276 |
Common Stock, Shares, Outstanding | 97,894,276 | 97,894,276 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, liquidation preference per share | $ 0.6667 | $ 0.6667 |
Preferred stock, aggregate liquidation preference value | $ 25,001 | $ 25,001 |
Preferred stock, shares authorized | 37,500 | 37,500 |
Preferred stock, shares issued | 37,500 | 37,500 |
Preferred stock, shares outstanding | 37,500 | 37,500 |
Preferred stock, conversion price | $ 0.000030 | $ 0.000030 |
SY Corporation [Member] | ||
Interest Payable, Current | $ 472,186 | $ 459,358 |
Convertible Notes Payable [Member] | ||
Interest Payable, Current | $ 181,219 | $ 151,391 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expenses: | ||
General and administrative | $ 495,793 | $ 645,376 |
Research and development | 121,159 | 154,764 |
Total operating costs and expenses | 616,952 | 800,140 |
Loss from operations | (616,952) | (800,140) |
Interest expense, including related parties | (259,647) | (79,470) |
Foreign currency transaction gain | 16,436 | 29,361 |
Net loss attributable to common stockholders | $ (860,163) | $ (850,249) |
Net loss per common share - basic and diluted | $ (0.01) | $ (0.01) |
Weighted average common shares outstanding - basic and diluted | 97,894,276 | 78,148,365 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficiency (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Beginning balance | $ (10,007,758) | $ (8,063,320) | $ (8,063,320) |
Sale of common stock | 117,299 | ||
Costs of stock issuance | (52,609) | ||
Issuance of note commitment shares and beneficial conversion feature | 97,500 | ||
Issuance of common stock upon conversion of convertible notes | 252,511 | ||
Stock -based compensation | 44,250 | ||
Deferred financing costs | (52,609) | ||
Adjustment due to reverse stock split | |||
Net loss | (860,163) | (850,249) | (3,144,840) |
Ending balance | (10,867,921) | (8,454,618) | (10,007,758) |
Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | |||
Beginning balance | $ 21,703 | $ 21,703 | $ 21,703 |
Beginning balance, shares | 37,500 | 37,500 | 37,500 |
Sale of common stock | |||
Costs of stock issuance | |||
Issuance of note commitment shares and beneficial conversion feature | |||
Issuance of common stock upon conversion of convertible notes | |||
Stock -based compensation | |||
Deferred financing costs | |||
Adjustment due to reverse stock split | |||
Net loss | |||
Ending balance | $ 21,703 | $ 21,703 | $ 21,703 |
Ending balance, shares | 37,500 | 37,500 | 37,500 |
Common Stock [Member] | |||
Beginning balance | $ 97,894 | $ 71,271 | $ 71,271 |
Beginning balance, shares | 97,894,276 | 71,271,095 | 71,271,095 |
Sale of common stock | $ 3,600 | ||
Sale of common stock, shares | 3,600,000 | ||
Costs of stock issuance | |||
Issuance of note commitment shares and beneficial conversion feature | $ 2,000 | ||
Issuance of note commitment shares and beneficial conversion feature, shares | 2,000,000 | ||
Issuance of common stock upon conversion of convertible notes | $ 12,626 | ||
Issuance of common stock upon conversion of convertible notes, shares | 12,625,557 | ||
Stock -based compensation | |||
Deferred financing costs | |||
Adjustment due to reverse stock split | |||
Adjustment due to reverse stock split, shares | (56) | ||
Net loss | |||
Ending balance | $ 97,894 | $ 89,497 | $ 97,894 |
Ending balance, shares | 97,894,276 | 89,496,596 | 97,894,276 |
Additional Paid-in Capital [Member] | |||
Beginning balance | $ 163,827,781 | $ 162,654,002 | $ 162,654,002 |
Sale of common stock | 113,699 | ||
Costs of stock issuance | (52,609) | ||
Issuance of note commitment shares and beneficial conversion feature | 95,500 | ||
Issuance of common stock upon conversion of convertible notes | 239,885 | ||
Stock -based compensation | 44,250 | ||
Deferred financing costs | (52,609) | ||
Adjustment due to reverse stock split | |||
Net loss | |||
Ending balance | 163,827,781 | 163,094,727 | 163,827,781 |
Retained Earnings [Member] | |||
Beginning balance | (173,955,136) | (170,810,296) | (170,810,296) |
Sale of common stock | |||
Costs of stock issuance | |||
Issuance of note commitment shares and beneficial conversion feature | |||
Issuance of common stock upon conversion of convertible notes | |||
Deferred financing costs | |||
Adjustment due to reverse stock split | |||
Net loss | (860,163) | (850,249) | |
Ending balance | $ (174,815,299) | $ (171,660,545) | $ (173,955,136) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (860,163) | $ (850,249) | $ (3,144,840) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Amortization of original issue discount, capitalized note costs and debt discounts to interest expense | 209,772 | 49,866 | |
Stock-based compensation included in - | |||
General and administrative expenses | 28,000 | ||
Research and development expenses | 16,250 | ||
Foreign currency transaction (gain) loss | (16,436) | (29,361) | |
(Increase) decrease in - | |||
Deferred financing costs | 177,883 | ||
Prepaid expenses | 22,227 | (68,627) | |
Fees paid with shares of Common Stock | 4,000 | ||
Increase (decrease) in - | |||
Accounts payable and accrued expenses | 243,719 | 143,036 | |
Accrued compensation and related expenses | 179,800 | 393,300 | |
Long-term liabilities | (30,000) | ||
Accrued interest payable | 50,065 | 26,924 | |
Net cash used in operating activities | (23,133) | (286,861) | (956,172) |
Cash flows from financing activities: | |||
Proceeds from convertible note financing, net of note costs and original issue discount | 97,500 | ||
Borrowings on short-term notes payable | 81,584 | ||
Proceeds from sale of Common Stock | 117,299 | ||
Proceeds from or repayment of officer advance | 21,987 | (5,000) | |
Net cash provided by financing activities | 21,987 | 291,383 | |
Cash and cash equivalents: | |||
Net increase/(decrease) | (1,146) | 4,522 | |
Balance at beginning of period | 1,398 | 825 | 825 |
Balance at end of period | 252 | 5,347 | $ 1,398 |
Cash paid for - | |||
Interest | 1,712 | 410 | |
Income taxes | |||
Non-cash financing activities: | |||
Amortization of deferred financing costs | 52,609 | ||
Insurance policies | 95,850 | ||
Debt discounts established for convertible debt | 97,500 | ||
Issuance of common stock in exchange for extinguishment of convertible notes payable | 252,511 | ||
Issuance of common stock as commitment for convertible note | $ 100,000 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
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 condensed consolidated financial statements are of RespireRx and its wholly-owned subsidiary, Pier (collectively referred to herein as the “Company,” “we” or “our,” unless the context indicates otherwise). The condensed consolidated financial statements of the Company at March 31, 2022 and for the three-months ended March 31, 2022 and 2021, are unaudited. In the opinion of management, all adjustments (including normal recurring adjustments) have been made that are necessary to present fairly the condensed consolidated financial position of the Company, the condensed results of operations, condensed changes in stockholders’ deficiency and condensed changes in cash flows as of and for the periods ended March 31, 2022 and 2021. Condensed consolidated operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full fiscal year. The consolidated balance sheet at December 31, 2021 has been derived from the Company’s audited consolidated financial statements at such date. The condensed consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”) have been omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and other information included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as filed with the SEC on April 15, 2022 (“2021 Form 10-K”). |
Business
Business | 3 Months Ended |
Mar. 31, 2022 | |
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, attention deficit hyperactivity disorder (“ADHD”), epilepsy, acute and chronic pain, including inflammatory and neuropathic pain, recovery from spinal cord injury (“SCI”) and certain orphan disorders. 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”). 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 either or both of 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 clinical development, 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, the terms will be favorable 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 March 31, 2022, no closings had taken place, the Company’s stock price had been below the offering price and unless our stock price increases in the future, it would be unlikely that this particular offering will provide significant, if any, new funds. Going Concern The Company’s condensed 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 $ 860,163 for the three-months ended March 31, 2022 and a net loss attributable to commons shareholders of $ 3,144,840 , and after accounting for deemed dividends, a total net loss of $ 3,522,882 for the fiscal year ended December 31, 2021, as well as negative operating cash flows of $ 23,133 for the three-months ended March 31, 2022 and $ 956,172 for the fiscal year ended December 31, 2021. The Company also had a stockholders’ deficiency of $ 10,867,921 at March 31, 2022 and expects to continue to incur net losses and negative operating cash flows for at least the next few years. Additionally, all of the Company’s convertible notes have maturity dates within one year and 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 that was due on December 31, 2021, was extended to and is due on May 31, 2022. The Company is currently in discussions with the University of Illinois to further extend the due date. In the past, the Company has been successful in getting maturity dates extended or having convertible note holders repaid via conversion. In addition, the Company has been successful in having license payment due dates extended and then meeting the payment obligations on such extended dates or further extended dates. There can be no assurance that the Company will remain successful in those efforts. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern, and the Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2021, expressed substantial doubt about the Company’s ability to continue as a going concern. 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 | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Principles of Consolidation The accompanying condensed consolidated financial statements are prepared in accordance with 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 Concentration 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 value of financial instruments established a value hierarchy that prioritizes the inputs to valuation techniques used to measure value into three levels and requires that assets and liabilities carried at 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 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 value hierarchy within which each value measurement falls in its entirety, based on the lowest level input that is significant to the 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, cash equivalents, and accounts payable and accrued expenses) are considered by the Company to be representative of the respective values of these instruments due to the short-term nature of those instruments. With respect to the note payable to SY Corporation Co., Ltd. (“SY Corporation”) and the convertible 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, inclusive of accrued interest, to be representative of the respective 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 or are unlikely to be completed. 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. Debt Issuance Costs The Company presents debt issuance costs related to debt obligations in its consolidated balance sheet as a direct deduction from the carrying amount of that debt obligation, 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 of Common Stock or a beneficial conversion feature, the convertible notes and equity or equity-linked securities are evaluated to determine if there are embedded derivatives to be identified, bifurcated and valued in connection with and at the time of such financing. 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 condensed consolidated statement of operations in the amount of the difference in the period in which such transaction occurs. See Note 4. Notes Payable. Prepaid Insurance Prepaid insurance represents the premium due in March 2022 for directors and officers insurance. 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 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, directors, outside consultants and vendors by 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 and stock options, which are sometimes subject to time-based vesting, are measured at the grant date fair value and charged to operations ratably over the vesting period. The value of stock options granted as stock-based payments 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 market value of the common stock on the grant date, and the estimated volatility of the common stock over the term 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 market value of common stock is determined by reference to the quoted market price of the Company’s common stock. Stock and stock option grants 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. There were no The Company recognizes the amortized value of stock-based payments in general and administrative costs and in research and development costs, as appropriate, in the Company’s condensed consolidated statements of operations. The Company issues new shares of common stock to satisfy stock option and warrant exercises. There were no There were no 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 March 31, 2022, 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 March 31, 2022, 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 condensed 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 who is also our Executive Chairman, our Interim President and our Interim Chief Executive 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 term, as specified in the underlying license agreement, and are recorded as liabilities in the Company’s condensed consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s condensed 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 condensed consolidated balance sheet, with a corresponding charge to research and development expenses in the Company’s condensed 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 recorded as 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 loss attributable to common stockholders consists of net loss, as adjusted for actual and deemed preferred stock dividends declared, amortized or accumulated. 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 March 31, 2022 and 2021 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 2022 2021 March 31, 2022 2021 Series B convertible preferred stock 1 1 Convertible notes payable 49,287,033 6,674,704 Common stock warrants 66,345,298 28,800,757 Common stock options 9,266,868 7,112,907 Total 124,899,200 13,301,469 Reclassifications Certain comparative figures in 2021 have been reclassified to conform to the current quarter’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. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | 4. Notes Payable Convertible Notes Payable The Company periodically issues convertible notes with similar characteristics. As described in the table below, during the three-months ended March 31, 2022, there were nine such notes outstanding. Notes all have a fixed conversion price of $ 0.02 0.01 0.01 10 8 100 115 The table below summarizes the convertible notes outstanding during the three months ended and as of March 31, 2022. There were no repayments by conversion during the three-months ended March 31, 2022, however there was one partial conversion in April 2022 (see also Note 9. Subsequent Events): 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 28, 2020 June 30, 2022 $ 53,000 8.00 % $ (13,000 ) $ 10,736 $ 7,413 $ (25,000 ) $ 33,149 February 17, 2021 June 17, 2022 112,000 10.00 % (112,000 ) 112,000 9,485 (80,000 ) 41,485 April 1, 2021 July 31, 2022 112,500 10.00 % (112,500 ) 112,500 11,250 - 123,750 May 3, 2021 July 31, 2022 150,000 10.00 % (150,000 ) 137,671 13,767 - 151,438 May 10, 2021 August 10, 2022 150,000 10.00 % (150,000 ) 133,562 13,356 - 146,918 June 30, 2021 June 29, 2022 115,000 10.00 % (115,000 ) 86,644 8,664 - 95,308 August 31, 2021 August 31, 2022 115,000 10.00 % (109,675 ) 63,702 6,679 - 75,706 October 7, 2021 October 7, 2022 115,000 10.00 % (96,705 ) 46,365 5,514 - 70,174 December 23, 2021 June 21, 2022 87,000 10.00 % (36,301 ) 26,046 2,336 - 79,081 Total $ 1,009,500 $ (895,181 ) $ 729,226 $ 78,464 $ (105,000 ) $ 817,009 In addition to what appears in the table above, there is outstanding accrued interest of $ 2,747 On April 14, 2022, the Company issued a convertible note and related warrants to an investor with a maturity amount of $ 25,000 , bearing interest at 10 % per annum, maturing on April 14, 2023, convertible at $ 0.01 per share of common stock. A warrant is exercisable into 2,777,800 shares of Common Stock for a term of five years . The issuance triggered most-favored-nation (“MFN”) clauses in certain convertible notes in the above table. See Note 9. Subsequent Events in the notes to our condensed consolidated financial statements as of March 31, 2022 for a more detailed description of this transaction and the effect of the MFN. On December 31, 2018 and January 2, 2019, the Company issued convertible notes to a single investor totaling $ 35,000 12,785 19,000 15.00 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 1 0 September 15, 2016 The remaining outstanding Original Convertible Notes (including those for which default notices have been received) consist of the following at March 31, 2022 and December 31, 2021: Schedule of Convertible Notes Payable March 31, 2022 December 31, 2021 Principal amount of notes payable $ 75,000 $ 75,000 Accrued interest payable 87,221 80,961 Foreign currency transaction adjustment Total note payable $ 162,221 $ 155,961 As of March 31, 2022, principal and accrued interest on the Original Convertible Note that is subject to a default notice accrues annual interest at 12 10 58,311 34,357 57,084 32,085 As of March 31, 2022 all of the outstanding Original Convertible Notes, inclusive of accrued interest, were convertible into an aggregate of 1,412 shares of the Company’s common stock at a conversion price of approximately $ 114 Note Payable to SY Corporation Co., Ltd. On June 25, 2012, the Company borrowed 465,000,000 400,000 12 June 25, 2013 The promissory note is secured by collateral that represents a lien on certain patents owned by the Company, dating back to January, August and September 2007, 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 that the Company is no longer developing and where patent rights date back to January, August and September 2007. The security interest does not extend to the Company’s patents for its ampakine compounds CX1739 and CX1942 or certain related method of use patents. The note payable to SY Corporation consists of the following at March 31, 2022 and December 31, 2021: Schedule of Convertible Notes Payable March 31, 2022 December 31, 2021 Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 471,186 459,358 Foreign currency transaction adjustment (38,464 ) (22,028 ) Total note payable $ 832,496 $ 837,104 Interest expense with respect to this promissory note was $ 11,829 Notes Payable to Officers and Former Officers For the three-months ended March 31, 2022 and 2021, $ 3,338 3,034 In addition, Dr. Lippa periodically makes advances to the Company which are re-payable upon demand, do not accrue interest and are included in the total of notes payable to Officers. For the three-months ended March 31, 2022 and 2021, $ 5,060 and $ 4,600 was charged to interest expense with respect to former executive officer, Dr. James S. Manuso’s notes. Other Short-Term Notes Payable Other short-term notes payable at March 31, 2022 and December 31, 2021 consisted of premium financing agreements with respect to various insurance policies. At March 31, 2022, a premium financing agreement was payable in the initial amount of $ 85,457 21,364 11 9,971 4,214 111,035 15,185 |
Settlement and Payment Agreemen
Settlement and Payment Agreements | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Settlement and Payment Agreements | 5. Settlement and Payment Agreements On April 29, 2021, RespireRx agreed to a payment and settlement agreement with the University of California Innovation and Entrepreneurship to a payment schedule with respect to accounts payable in an amount that was not in dispute and is reflected in accounts payable and accrued expenses in the Company’s condensed consolidated financial statements as of March 31, 2022 . The total amount due is $ 234,657 . The agreed payment schedule is for the Company to pay $ 10,000 on each of July 1, 2021, September 1, 2021, November 1, 2021, January 1, 2022 and March 31, 2022. If RespireRx pays an aggregate of $ 175,000 on or before March 31, 2022, the amounts will be considered paid in full with no further amounts due. RespireRx has not made any payments after the September, 2021 payment. If an aggregate of $ 175,000 had not been paid by March 31, 2022, the remaining unpaid amount up to an aggregate of the original amount of $ 234,657 would be due and payable and is recorded in accounts payable at March 31, 2022. 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 . On May 29, 2020, a default was entered against the Company, and on September 4, 2020, a final judgment 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 $ 53,568 as of March 31, 2022 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 inclusive of fees about which the Company is seeking additional information but which the Company believes indicates that either a new Writ of Execution was established or the original writ was re-established. 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 33,742 On February 23, 2021 our bank received two New Jersey Superior Court Levies totaling $ 320,911 1,559 On September 14, 2021, the Company and DNA Healthlink, Inc. (“ DNA Healthlink Settlement Agreement 410,000 Settlement Amount 8,000 10,000 15,000 14,000 15,000,000 Upfront Fees 62,548 8,000 An annual obligation payable to the University of Illinois of $ 100,000 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 March 31, 2022 and December 31, 2021. 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 March 31, 2022 and December 31, 2021 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 | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Deficiency | 6. Stockholders’ Deficiency Preferred Stock RespireRx has authorized a total of 5,000,000 0.001 37,500 Series B Preferred Stock outstanding as of March 31, 2022 and December 31, 2021 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 March 31, 2022 and December 31, 2021, 3,504,424 Common Stock RespireRx has authorized 2,000,000,000 0.001 97,894,276 1,763,596,952 1,619,418,794 39,500 Common Stock Warrants A summary of warrant activity for the three-months ended March 31, 2022 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, 2021 59,420,298 $ 0.0718 3.3300 Issued - - Expired - - Warrants outstanding and exercisable at March 31, 2022 59,420,298 $ 0.0718 3.0721 The exercise prices of common stock warrants outstanding and exercisable are as follows at March 31, 2022: Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Date $ 0.016 2,212,500 2,212,500 May 17, 2022 $ 0.020 31,302,273 31,302,273 September 30, 2023 October 7, 2026 $ 0.0389 208,227 208,227 May 10, 2026 $ 0.047 172,341 172,341 May 3, 2026 $ 0.070 25,377,426 25,377,426 September 30, 2023 $ 11.00 15.750 147,531 147,531 September 29, 2022 December 30, 2023 59,420,298 59,420,298 Based on a value of $ 0.01 A summary of warrant activity for the three-months ended March 31, 2021 is presented below. 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 - - Expired (8,595 ) 79.3000 Warrants outstanding at March 31, 2021 28,800,757 $ 0.1292 2.39 The exercise prices of common stock warrants outstanding and exercisable are as follows at March 31, 2021: Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Date $ 0.016 2,212,500 2,212,500 May 17, 2022 $ 0.070 26,439,926 26,439,926 September 30, 2023 $ 11.00 27.50 148,331 148,331 December 31, 2021 December 30, 2023 28,800,757 28,800,757 Based on a value of $ 0.045 2,212,500 Stock Options On March 18, 2014, the stockholders of RespireRx holding a majority of the votes to be cast on the issue approved the adoption of RespireRx’s 2014 Equity, Equity-Linked and Equity Derivative Incentive Plan (the “2014 Plan”), which had been previously adopted by the Board of Directors, subject to stockholder approval. The Plan permits the grant of options and restricted stock in addition to stock appreciation rights and phantom stock, to directors, officers, employees, consultants and other service providers of the Company. As of March 31, 2022, there are 6,325 On June 30, 2015, the Board of Directors adopted the 2015 Stock and Stock Option Plan (as amended, the “2015 Plan”). As of March 31, 2022, there are 13,602,598 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. A summary of stock option activity for the three-months ended March 31, 2022 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, 2021 9,306,368 $ 1.09 3.95 Expired (39,500 ) 39.00 - Options outstanding and exercisable at March 31, 2021 9,266,868 $ 0.93 3.72 The exercise prices of common stock options outstanding and exercisable were as follows at March 31, 2022: Schedule of Exercise Prices of Common Stock Options Outstanding and Exercisable Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 0.0190 2,194,444 2,194,444 December 31, 2026 $ 0.0540 1,700,000 1,700,000 September 30, 2025 $ 0.072 5,050,000 5,050,000 July 31, 2025 $ 7.00 195.00 322,424 322,424 June 30, 2022 December 9, 2027 9,266,868 9,266,868 There was no deferred compensation expense for the outstanding and unvested stock options at March 31, 2022. Based on a fair value of $ 0.01 no Reserved and Unreserved Shares of Common Stock As of March 31, 2022, there are 2,000,000,000 shares of Common Stock, par value $ 0.001 authorized, of which 97,894,276 are issued and outstanding. As of March 31, 2022, there were outstanding options to purchase 9,266,868 shares of Common Stock and 6,325 and 13,602,598 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 March 31, 2022, there are 49,287,033 issuable upon conversion of convertible notes. As of March 31, 2022, there are 59,420,298 shares that may be issued upon exercise of outstanding warrants. As of March 31, 2022, the Series B Preferred Stock may convert into 1 share of Common Stock. Therefore, the Company is reserving 138,508,772 shares of Common Stock for future issuances with respect to conversions and exercises as well as for the Pier contingent shares and warrants exercisable into 6,925,00 144,178,158 shares of Common Stock. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions Dr. Arnold S. Lippa and Jeff E. Margolis, officers and directors of RespireRx since March 22, 2013, have indirect ownership and managing membership interests in Aurora Capital LLC (“Aurora”) through interests held in its members, and Jeff. E. Margolis is also an officer of Aurora. Aurora, was a boutique investment banking firm specializing in the life sciences sector that ceased its securities related activities in April 2021 and withdraw its membership with FINRA and its registration with the SEC in July 2021. Although Aurora has not provided services to RespireRx during the three-months ended March 31, 2022 or the fiscal year ended December 31, 2021, Aurora had previously provided services to the Company and there remains $ 96,000 A description of advances and notes payable to officers is provided at Note 4. Notes Payable. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. 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 condensed consolidated financial statements as of March 31, 2022, December 31, 2021 and March 31, 2021 with respect to such matters. See Note 5. Settlement and Payment Agreements for additional items and details. Significant Agreements and Contracts Consulting Agreements Richard Purcell, the Company’s Senior Vice President of Research and Development on at-will basis since October 15, 2014, provided his services to the Company on a month-to-month basis and since agreeing to a payment and settlement agreement, on a prepaid hourly basis at a rate of $250 per hour The Company entered into a consulting contract with David Dickason effective September 15, 2020 pursuant to which Mr. Dickason was appointed to and serves as the Company’s Senior Vice President of Pre-Clinical Product Development on an at-will basis at the rate of $250 per hour. During the three-months ended March 31, 2022 Mr. Dickason did not provide any services to the Company. Employment Agreements Effective on May 6, 2020, Timothy Jones was appointed as RespireRx’s President and Chief Executive Officer and entered into an employment agreement as of that date. Effective January 31 2022, Mr. Jones resigned as RespireRx’s President and Chief Executive Officer as well as a member of RespireRx’s Board of Directors pursuant to an Employment Agreement Termination and Separation Agreement dated February 8, 2022. Effective January 31, 2022, Dr. Lippa was appointed as RespireRx’s Interim President and Interim Chief Executive Officer. Dr. Lippa continues to serve as RespireRx’s Executive Chairman and as a member of the Board of Directors as well as the Company’s Chief Scientific Officer. Jeff E. Margolis currently serves as the Company’s Senior Vice President, Chief Financial Officer, Treasurer and Secretary. Mr. Margolis also serves on the Company’s Board of Directors. The table below summarized the current cash commitments to Dr. Lippa and Mr. Margolis through the next September 30 th Summary of Current Cash Commitments in Employment Agreements Contract year ending September 30, 2022 Six months Base Salary Benefits Total Arnold S. Lippa $ 150,000 $ 19,800 $ 169,800 Jeff E. Margolis 150,000 10,800 160,800 $ 300,000 $ 30,600 $ 330,600 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. 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 25,000 June 30, 2022 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 15,840 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 12.5 100,000 100,000 May 31, 2022 One-time milestone payments may become due based upon the achievement of certain development milestones. $ 75,000 350,000 500,000 1,000,000 150,000 200,000 250,000 During the three-months ended March 31, 2022 and 2021, the Company recorded charges to operations of $ 25,000 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 has 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 Purisys 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 index adjustments and agreed to Purisys’ 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 three-months ended March 31, 2022 or 2021 with respect to the Purisys 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 March 31, 2021, aggregating $ 990,877 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) 330,600 330,600 - - - - Total $ 990,877 $ 505,692 $ 140,185 $ 115,000 $ 115,000 $ 115,0000 (1) The payment of certain of such amounts has been deferred indefinitely, as described above in “Employment Agreements”. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events 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 Most-Favored Nation Clauses of Certain Convertible Notes Upon completion of the Barton Note and related agreements described above, the most-favored nations clauses (“MFN”) of other convertible notes and related warrants and agreements became effective. As a result, conversion prices were adjusted from $ 0.02 0.01 0.02 0.01 49,138,730 37,474,108 179,691,579 Convertible Note Conversion On April 18, 2022, a convertible note holder converted as a partial conversion, $ 33,300 of principal, $ 15,000 of accrued interest and $ 500 of conversion fees for a total of $ 48,800 at a conversion price of $ 0.01 (adjusted from $0.01 to $0.01 as a result of the MFN described above) into 4,880,000 shares of Common Stock. There remains $116,700 of principal amount with respect to such convertible note. Advance from Officer On April 14, 2022, the Company’s Interim President, Interim Chief Executive Officer and Chief Scientific Officer advanced $ 62,800 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements are prepared in accordance with 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 |
Concentration of Credit Risk | Concentration 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 value of financial instruments established a value hierarchy that prioritizes the inputs to valuation techniques used to measure value into three levels and requires that assets and liabilities carried at 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 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 value hierarchy within which each value measurement falls in its entirety, based on the lowest level input that is significant to the 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, cash equivalents, and accounts payable and accrued expenses) are considered by the Company to be representative of the respective values of these instruments due to the short-term nature of those instruments. With respect to the note payable to SY Corporation Co., Ltd. (“SY Corporation”) and the convertible 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, inclusive of accrued interest, to be representative of the respective 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 or are unlikely to be completed. 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. |
Debt Issuance Costs | Debt Issuance Costs The Company presents debt issuance costs related to debt obligations in its consolidated balance sheet as a direct deduction from the carrying amount of that debt obligation, 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 of Common Stock or a beneficial conversion feature, the convertible notes and equity or equity-linked securities are evaluated to determine if there are embedded derivatives to be identified, bifurcated and valued in connection with and at the time of such financing. |
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 condensed consolidated statement of operations in the amount of the difference in the period in which such transaction occurs. See Note 4. Notes Payable. |
Prepaid Insurance | Prepaid Insurance Prepaid insurance represents the premium due in March 2022 for directors and officers insurance. 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 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, directors, outside consultants and vendors by 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 and stock options, which are sometimes subject to time-based vesting, are measured at the grant date fair value and charged to operations ratably over the vesting period. The value of stock options granted as stock-based payments 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 market value of the common stock on the grant date, and the estimated volatility of the common stock over the term 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 market value of common stock is determined by reference to the quoted market price of the Company’s common stock. Stock and stock option grants 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. There were no The Company recognizes the amortized value of stock-based payments in general and administrative costs and in research and development costs, as appropriate, in the Company’s condensed consolidated statements of operations. The Company issues new shares of common stock to satisfy stock option and warrant exercises. There were no There were no |
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 March 31, 2022, 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 March 31, 2022, 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 condensed 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 who is also our Executive Chairman, our Interim President and our Interim Chief Executive 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 term, as specified in the underlying license agreement, and are recorded as liabilities in the Company’s condensed consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s condensed 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 condensed consolidated balance sheet, with a corresponding charge to research and development expenses in the Company’s condensed 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 recorded as 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 loss attributable to common stockholders consists of net loss, as adjusted for actual and deemed preferred stock dividends declared, amortized or accumulated. 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 March 31, 2022 and 2021 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 2022 2021 March 31, 2022 2021 Series B convertible preferred stock 1 1 Convertible notes payable 49,287,033 6,674,704 Common stock warrants 66,345,298 28,800,757 Common stock options 9,266,868 7,112,907 Total 124,899,200 13,301,469 |
Reclassifications | Reclassifications Certain comparative figures in 2021 have been reclassified to conform to the current quarter’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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | At March 31, 2022 and 2021 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 2022 2021 March 31, 2022 2021 Series B convertible preferred stock 1 1 Convertible notes payable 49,287,033 6,674,704 Common stock warrants 66,345,298 28,800,757 Common stock options 9,266,868 7,112,907 Total 124,899,200 13,301,469 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Schedule of Convertible Notes Outstanding | The table below summarizes the convertible notes outstanding during the three months ended and as of March 31, 2022. There were no repayments by conversion during the three-months ended March 31, 2022, however there was one partial conversion in April 2022 (see also Note 9. Subsequent Events): 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 28, 2020 June 30, 2022 $ 53,000 8.00 % $ (13,000 ) $ 10,736 $ 7,413 $ (25,000 ) $ 33,149 February 17, 2021 June 17, 2022 112,000 10.00 % (112,000 ) 112,000 9,485 (80,000 ) 41,485 April 1, 2021 July 31, 2022 112,500 10.00 % (112,500 ) 112,500 11,250 - 123,750 May 3, 2021 July 31, 2022 150,000 10.00 % (150,000 ) 137,671 13,767 - 151,438 May 10, 2021 August 10, 2022 150,000 10.00 % (150,000 ) 133,562 13,356 - 146,918 June 30, 2021 June 29, 2022 115,000 10.00 % (115,000 ) 86,644 8,664 - 95,308 August 31, 2021 August 31, 2022 115,000 10.00 % (109,675 ) 63,702 6,679 - 75,706 October 7, 2021 October 7, 2022 115,000 10.00 % (96,705 ) 46,365 5,514 - 70,174 December 23, 2021 June 21, 2022 87,000 10.00 % (36,301 ) 26,046 2,336 - 79,081 Total $ 1,009,500 $ (895,181 ) $ 729,226 $ 78,464 $ (105,000 ) $ 817,009 |
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 March 31, 2022 and December 31, 2021: Schedule of Convertible Notes Payable March 31, 2022 December 31, 2021 Principal amount of notes payable $ 75,000 $ 75,000 Accrued interest payable 87,221 80,961 Foreign currency transaction adjustment Total note payable $ 162,221 $ 155,961 |
SY Corporation [Member] | |
Schedule of Convertible Notes Payable | The note payable to SY Corporation consists of the following at March 31, 2022 and December 31, 2021: Schedule of Convertible Notes Payable March 31, 2022 December 31, 2021 Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 471,186 459,358 Foreign currency transaction adjustment (38,464 ) (22,028 ) Total note payable $ 832,496 $ 837,104 |
Stockholders_ Deficiency (Table
Stockholders’ Deficiency (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Warrants Activity | A summary of warrant activity for the three-months ended March 31, 2022 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, 2021 59,420,298 $ 0.0718 3.3300 Issued - - Expired - - Warrants outstanding and exercisable at March 31, 2022 59,420,298 $ 0.0718 3.0721 A summary of warrant activity for the three-months ended March 31, 2021 is presented below. 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 - - Expired (8,595 ) 79.3000 Warrants outstanding at March 31, 2021 28,800,757 $ 0.1292 2.39 |
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 March 31, 2022: Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Date $ 0.016 2,212,500 2,212,500 May 17, 2022 $ 0.020 31,302,273 31,302,273 September 30, 2023 October 7, 2026 $ 0.0389 208,227 208,227 May 10, 2026 $ 0.047 172,341 172,341 May 3, 2026 $ 0.070 25,377,426 25,377,426 September 30, 2023 $ 11.00 15.750 147,531 147,531 September 29, 2022 December 30, 2023 59,420,298 59,420,298 Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Date $ 0.016 2,212,500 2,212,500 May 17, 2022 $ 0.070 26,439,926 26,439,926 September 30, 2023 $ 11.00 27.50 148,331 148,331 December 31, 2021 December 30, 2023 28,800,757 28,800,757 |
Summary of Stock Option Activity | A summary of stock option activity for the three-months ended March 31, 2022 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, 2021 9,306,368 $ 1.09 3.95 Expired (39,500 ) 39.00 - Options outstanding and exercisable at March 31, 2021 9,266,868 $ 0.93 3.72 |
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 March 31, 2022: Schedule of Exercise Prices of Common Stock Options Outstanding and Exercisable Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 0.0190 2,194,444 2,194,444 December 31, 2026 $ 0.0540 1,700,000 1,700,000 September 30, 2025 $ 0.072 5,050,000 5,050,000 July 31, 2025 $ 7.00 195.00 322,424 322,424 June 30, 2022 December 9, 2027 9,266,868 9,266,868 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Current Cash Commitments in Employment Agreements | The table below summarized the current cash commitments to Dr. Lippa and Mr. Margolis through the next September 30 th Summary of Current Cash Commitments in Employment Agreements Contract year ending September 30, 2022 Six months Base Salary Benefits Total Arnold S. Lippa $ 150,000 $ 19,800 $ 169,800 Jeff E. Margolis 150,000 10,800 160,800 $ 300,000 $ 30,600 $ 330,600 |
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) 330,600 330,600 - - - - Total $ 990,877 $ 505,692 $ 140,185 $ 115,000 $ 115,000 $ 115,0000 (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 ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | May 31, 2022 | Dec. 31, 2020 | |
Proceeds from Issuance Initial Public Offering | $ 7,500,000 | ||||
Share Price | $ 0.02 | ||||
Net losses | $ 860,163 | ||||
Net loss attributable to commons shareholders | 860,163 | $ 850,249 | $ 3,144,840 | ||
Net Income (Loss) Available to Common Stockholders, Basic | 3,522,882 | ||||
Net Cash Provided by (Used in) Operating Activities | 23,133 | 286,861 | 956,172 | ||
Stockholders' Equity Attributable to Parent | $ 10,867,921 | $ 8,454,618 | $ 10,007,758 | $ 8,063,320 | |
Forecast [Member] | |||||
Due to Related Parties | $ 100,000 |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 124,899,200 | 13,301,469 |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1 | 1 |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 49,287,033 | 6,674,704 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 66,345,298 | 28,800,757 |
Common Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 9,266,868 | 7,112,907 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - shares | Jan. 05, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Reverse stock split description | the Company effected a ten to one reverse-stock split of its common stock | ||
Stock options granted | 0 | ||
Stock options exercised | 0 | 0 | |
Warrant [Member] | |||
Warrants issued as compensation | 0 | 0 |
Schedule of Convertible Notes O
Schedule of Convertible Notes Outstanding (Details) - USD ($) | Jun. 25, 2012 | Mar. 31, 2022 |
Short-Term Debt [Line Items] | ||
Debt Instrument, Maturity Date | Jun. 25, 2013 | |
Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Face Amount | $ 1,009,500 | |
Debt Conversion, Original Debt, Amount | (895,181) | |
Cumulative amortization | 729,226 | |
Interest Payable | 78,464 | |
Repayments of Convertible Debt | (105,000) | |
Balance sheet carrying amount | $ 817,009 | |
July 28, 2020 Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Maturity Date | Jun. 30, 2022 | |
Debt Instrument, Face Amount | $ 53,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |
Debt Conversion, Original Debt, Amount | $ (13,000) | |
Cumulative amortization | 10,736 | |
Interest Payable | 7,413 | |
Repayments of Convertible Debt | (25,000) | |
Balance sheet carrying amount | $ 33,149 | |
February 17, 2021 Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Maturity Date | Jun. 17, 2022 | |
Debt Instrument, Face Amount | $ 112,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Debt Conversion, Original Debt, Amount | $ (112,000) | |
Cumulative amortization | 112,000 | |
Interest Payable | 9,485 | |
Repayments of Convertible Debt | (80,000) | |
Balance sheet carrying amount | $ 41,485 | |
April 1, 2021 Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Maturity Date | Jul. 31, 2022 | |
Debt Instrument, Face Amount | $ 112,500 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Debt Conversion, Original Debt, Amount | $ (112,500) | |
Cumulative amortization | 112,500 | |
Interest Payable | 11,250 | |
Repayments of Convertible Debt | ||
Balance sheet carrying amount | $ 123,750 | |
May 3, 2021 Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Maturity Date | Jul. 31, 2022 | |
Debt Instrument, Face Amount | $ 150,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Debt Conversion, Original Debt, Amount | $ (150,000) | |
Cumulative amortization | 137,671 | |
Interest Payable | 13,767 | |
Repayments of Convertible Debt | ||
Balance sheet carrying amount | $ 151,438 | |
May 10, 2021 Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Maturity Date | Aug. 10, 2022 | |
Debt Instrument, Face Amount | $ 150,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Debt Conversion, Original Debt, Amount | $ (150,000) | |
Cumulative amortization | 133,562 | |
Interest Payable | 13,356 | |
Repayments of Convertible Debt | ||
Balance sheet carrying amount | $ 146,918 | |
June 30, 2021 Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Maturity Date | Jun. 29, 2022 | |
Debt Instrument, Face Amount | $ 115,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Debt Conversion, Original Debt, Amount | $ (115,000) | |
Cumulative amortization | 86,644 | |
Interest Payable | 8,664 | |
Repayments of Convertible Debt | ||
Balance sheet carrying amount | $ 95,308 | |
August 31, 2021 Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Maturity Date | Aug. 31, 2022 | |
Debt Instrument, Face Amount | $ 115,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Debt Conversion, Original Debt, Amount | $ (109,675) | |
Cumulative amortization | 63,702 | |
Interest Payable | 6,679 | |
Repayments of Convertible Debt | ||
Balance sheet carrying amount | $ 75,706 | |
October 7, 2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Maturity Date | Oct. 7, 2022 | |
Debt Instrument, Face Amount | $ 115,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Debt Conversion, Original Debt, Amount | $ (96,705) | |
Cumulative amortization | 46,365 | |
Interest Payable | 5,514 | |
Repayments of Convertible Debt | ||
Balance sheet carrying amount | $ 70,174 | |
December 23, 2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Maturity Date | Jun. 21, 2022 | |
Debt Instrument, Face Amount | $ 87,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Debt Conversion, Original Debt, Amount | $ (36,301) | |
Cumulative amortization | 26,046 | |
Interest Payable | 2,336 | |
Repayments of Convertible Debt | ||
Balance sheet carrying amount | $ 79,081 |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Total note payable | $ 832,496 | $ 837,104 |
SY Corporation [Member] | ||
Short-Term Debt [Line Items] | ||
Principal amount of note payable | 399,774 | 399,774 |
Accrued interest payable | 471,186 | 459,358 |
Foreign currency transaction adjustment | (38,464) | (22,028) |
Total note payable | 832,496 | 837,104 |
Original Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal amount of note payable | 75,000 | 75,000 |
Accrued interest payable | 87,221 | 80,961 |
Total note payable | $ 162,221 | $ 155,961 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jun. 25, 2012 | Jun. 25, 2012 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2014 | Apr. 14, 2023 | Apr. 18, 2022 | Apr. 14, 2022 | Dec. 31, 2015 |
Short-Term Debt [Line Items] | ||||||||||
Conversion price | $ 0.01 | |||||||||
Exercise price of warrants or rights | 0.01 | $ 0.045 | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||
Purchases of warrants | 2,212,500 | |||||||||
Maturity date | Jun. 25, 2013 | |||||||||
Interest expense | $ 259,647 | $ 79,470 | ||||||||
Other short term financing | 111,035 | $ 15,185 | ||||||||
Nine Monthly Installments [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt periodic payments | 9,971 | |||||||||
Samyang Optics Co Inc [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Interest rate percentage | 12.00% | 12.00% | ||||||||
Face amount of debt instrument | $ 400,000 | $ 400,000 | ||||||||
Interest expense | 11,829 | 11,829 | ||||||||
Won [Member] | Samyang Optics Co Inc [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Sale of common stock, shares | 465,000,000 | |||||||||
Single Investor [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Interest payable, current | 12,785 | |||||||||
Dr Arnold S Lippa [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Interest expense | 3,338 | 3,034 | ||||||||
Dr. James S. Manuso [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Interest expense | $ 5,060 | $ 4,600 | ||||||||
Securities Purchase Agreement [Member] | Forecast [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Interest rate percentage | 10.00% | |||||||||
Subsequent Event [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Conversion price | $ 0.01 | |||||||||
Face amount of debt instrument | $ 33,300 | |||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Convertible Notes Payable | $ 25,000 | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | |||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Barton Warrant [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Exercise price of warrants or rights | $ 0.01 | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,777,800 | |||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||
Convertible Notes Payable [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Conversion price | $ 0.02 | |||||||||
Interest rate percentage | 10.00% | |||||||||
Interest payable, current | $ 181,219 | 151,391 | ||||||||
Convertible Notes Payable [Member] | Single Investor [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Exercise price of warrants or rights | $ 15 | |||||||||
Balance sheet carrying amount | $ 35,000 | |||||||||
Purchases of warrants | 19,000 | |||||||||
Maturity date | Dec. 30, 2023 | |||||||||
Convertible Notes Payable [Member] | Minimum [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Accrued interest percentage | 100.00% | |||||||||
Convertible Notes Payable [Member] | Maximum [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Accrued interest percentage | 115.00% | |||||||||
One Note [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Interest rate percentage | 8.00% | |||||||||
Conversions of Convertible Debt [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Interest payable, current | $ 2,747 | |||||||||
Original Convertible Notes [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Conversion price | $ 114 | |||||||||
Interest rate percentage | 12.00% | |||||||||
Accrues annual interest | 10.00% | |||||||||
Debt periodic payments | $ 58,311 | 57,084 | ||||||||
Interest payable | $ 34,357 | 32,085 | ||||||||
Sale of common stock, shares | 1,412 | |||||||||
Original Convertible Notes [Member] | Single Investor [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Interest rate percentage | 0.00% | 1.00% | ||||||||
Maturity date | Sep. 15, 2016 | |||||||||
Face amount of debt instrument | $ 579,500 | $ 579,500 | ||||||||
Other Short-Term Notes Payable [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Interest rate percentage | 11.00% | |||||||||
Insurance premium | $ 85,457 | |||||||||
Insurance premium remaining balance | 21,364 | |||||||||
Other short term financing | 4,214 | |||||||||
Short-term notes payable | $ 111,035 | $ 15,185 |
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. 29, 2021 | Apr. 01, 2021 | May 29, 2020 | Feb. 21, 2020 | Jan. 18, 2017 | Mar. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Feb. 23, 2021 |
Short-Term Debt [Line Items] | |||||||||||||
Payments for Legal Settlements | $ 75,000 | $ 10,000 | |||||||||||
Payments for fees | $ 415 | ||||||||||||
Attorneys fees and cost | $ 47,937 | ||||||||||||
Accured interest | $ 33,742 | ||||||||||||
Sharp Clinical Services Inc [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Late payment fees | $ 103,890 | ||||||||||||
Loss Contingency, Damages Sought, Value | $ 104,217 | ||||||||||||
Due to related parties, current | 53,568 | ||||||||||||
Salamandra [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Due to related parties, current | $ 146,082 | ||||||||||||
Late payment fees description | Additionally, the arbitrator granted Salamandra attorneys’ fees and costs of $47,937. All such amounts have been accrued as of March 31, 2022, including accrued interest at 4.5% annually from February 26, 2018, the date of the judgment, through March 31, 2022, totaling $33,742. 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 | ||||||||||||
Accrued interest | 4.50% | ||||||||||||
Sharp and Salamandra [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Due to related parties, current | $ 320,911 | ||||||||||||
Cash debited | $ 1,559 | ||||||||||||
Sharp Settlement Agreement [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Repayments of Related Party Debt | 30,000 | ||||||||||||
DNA Healthlink Settlement Agreement [Member] | DNA Healthlink Inc [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Unpaid accounts payable | $ 410,000 | ||||||||||||
DNA Healthlink Settlement Agreement [Member] | DNA Healthlink Inc [Member] | November 15, 2021 [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Periodic payment amount | 8,000 | ||||||||||||
DNA Healthlink Settlement Agreement [Member] | DNA Healthlink Inc [Member] | November 15, 2022 [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Periodic payment amount | 10,000 | ||||||||||||
DNA Healthlink Settlement Agreement [Member] | DNA Healthlink Inc [Member] | November 15, 2023 [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Periodic payment amount | 15,000 | ||||||||||||
DNA Healthlink Settlement Agreement [Member] | DNA Healthlink Inc [Member] | November 15, 2024 [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Periodic payment amount | $ 14,000 | ||||||||||||
2014 License Agreement [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Repayments of debt | $ 100,000 | ||||||||||||
Convertible Notes Payable [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt Instrument, Description | RespireRx agreed to a payment and settlement agreement with the University of California Innovation and Entrepreneurship to a payment schedule with respect to accounts payable in an amount that was not in dispute and is reflected in accounts payable and accrued expenses in the Company’s condensed consolidated financial statements as of March 31, 2022 | ||||||||||||
Accrued interest | 10.00% | ||||||||||||
Convertible Notes Payable [Member] | Payment and Settlement Agreement [Member] | University of California Innovation and Entrepreneurship [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Notes payable | $ 234,657 | $ 175,000 | |||||||||||
Agreed payment value | $ 10,000 | ||||||||||||
Accounts Payable | 234,657 | ||||||||||||
Upfront Fees [Member] | DNA Healthlink Inc [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Gain on vendor settlement | $ 62,548 | ||||||||||||
Settlement payment | $ 8,000 | $ 8,000 | |||||||||||
Upfront Fees [Member] | DNA Healthlink Inc [Member] | Forecast [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Payments for fees | $ 15,000,000 | ||||||||||||
Investment Banking Services [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Accrued Liabilities, Current | $ 225,000 |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Equity [Abstract] | ||
Number of Warrants, Outstanding, Beginning balance | 59,420,298 | 28,809,352 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.0718 | $ 0.1528 |
Weighted Average Remaining Contractual Life (in Years) ,Outstanding, Beginning | 3 years 3 months 29 days | 2 years 7 months 20 days |
Number of Warrants, Issued | ||
Weighted Average Exercise Price, Issued | ||
Number of Warrants, Expired | (8,595) | |
Weighted Average Exercise Price, Expired | $ 79.3000 | |
Number of Warrants, Outstanding, Exercisable Ending balance | 59,420,298 | 28,800,757 |
Weighted Average Exercise Price, Exercisable, Ending balance | $ 0.0718 | $ 0.1292 |
Weighted Average Remaining Contractual Life (in Years), Outstanding, Ending | 3 years 26 days | 2 years 4 months 20 days |
Schedule of Exercise Prices of
Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrants, Exercise Price | $ 0.01 | $ 0.045 | ||
Warrants, Outstanding (Shares) | 59,420,298 | 59,420,298 | 28,800,757 | 28,809,352 |
Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrants, Outstanding (Shares) | 59,420,298 | 28,800,757 | ||
Warrants, Exercisable (Shares) | 59,420,298 | 28,800,757 | ||
Exercise Price Range One [Member] | Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrants, Exercise Price | $ 0.016 | $ 0.016 | ||
Warrants, Outstanding (Shares) | 2,212,500 | 2,212,500 | ||
Warrants, Exercisable (Shares) | 2,212,500 | 2,212,500 | ||
Expiration Date | May 17, 2022 | May 17, 2022 | ||
Exercise Price Range Two [Member] | Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrants, Exercise Price | $ 0.020 | $ 0.070 | ||
Warrants, Outstanding (Shares) | 31,302,273 | 26,439,926 | ||
Warrants, Exercisable (Shares) | 31,302,273 | 26,439,926 | ||
Expiration Date | Sep. 30, 2023 | |||
Exercise Price Range Two [Member] | Warrant [Member] | Minimum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Expiration Date | Sep. 30, 2023 | |||
Exercise Price Range Two [Member] | Warrant [Member] | Maximum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Expiration Date | Oct. 7, 2026 | |||
Exercise Price Range Three [Member] | Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrants, Exercise Price | $ 0.0389 | |||
Warrants, Outstanding (Shares) | 208,227 | 148,331 | ||
Warrants, Exercisable (Shares) | 208,227 | 148,331 | ||
Expiration Date | May 10, 2026 | |||
Exercise Price Range Three [Member] | Warrant [Member] | Minimum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrants, Exercise Price | $ 11 | |||
Expiration Date | Dec. 31, 2021 | |||
Exercise Price Range Three [Member] | Warrant [Member] | Maximum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrants, Exercise Price | $ 27.50 | |||
Expiration Date | Dec. 30, 2023 | |||
Exercise Price Range Four [Member] | Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrants, Exercise Price | $ 0.047 | |||
Warrants, Outstanding (Shares) | 172,341 | |||
Warrants, Exercisable (Shares) | 172,341 | |||
Expiration Date | May 3, 2026 | |||
Exercise Price Range Five [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 | |||
Expiration Date | Sep. 30, 2023 | |||
Exercise Price Range Six [Member] | Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrants, Outstanding (Shares) | 147,531 | |||
Warrants, Exercisable (Shares) | 147,531 | |||
Exercise Price Range Six [Member] | Warrant [Member] | Minimum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrants, Exercise Price | $ 11 | |||
Expiration Date | Sep. 29, 2022 | |||
Exercise Price Range Six [Member] | Warrant [Member] | Maximum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrants, Exercise Price | $ 15.750 | |||
Expiration Date | Dec. 30, 2023 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Options Outstanding (Shares) | 9,306,368 | |
Weighted Average Exercise Price, Options outstanding, beginning balance | $ 1.09 | |
Weighted Average Remaining Contractual Term, ending | 3 years 8 months 19 days | 3 years 11 months 12 days |
Number of shares, Options Expired | (39,500) | |
Weighted Average Exercise Price, Options Expired | $ 39 | |
Options Outstanding (Shares) | 9,266,868 | 9,306,368 |
Weighted Average Exercise Price, Options outstanding, ending balance | $ 0.93 |
Schedule of Exercise Prices o_2
Schedule of Exercise Prices of Common Stock Options Outstanding and Exercisable (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Offsetting Assets [Line Items] | |
Options Outstanding (Shares) | 9,266,868 |
Options Exercisable (Shares) | 9,266,868 |
Stock Option One [Member] | |
Offsetting Assets [Line Items] | |
Options Exercise Price | $ / shares | $ 0.0190 |
Options Outstanding (Shares) | 2,194,444 |
Options Exercisable (Shares) | 2,194,444 |
Options, Expiration Date | Dec. 31, 2026 |
Stock Option Two [Member] | |
Offsetting Assets [Line Items] | |
Options Exercise Price | $ / shares | $ 0.0540 |
Options Outstanding (Shares) | 1,700,000 |
Options Exercisable (Shares) | 1,700,000 |
Options, Expiration Date | Sep. 30, 2025 |
Stock Option Three [Member] | |
Offsetting Assets [Line Items] | |
Options Exercise Price | $ / shares | $ 0.072 |
Options Outstanding (Shares) | 5,050,000 |
Options Exercisable (Shares) | 5,050,000 |
Options, Expiration Date | Jul. 31, 2025 |
Stock Option Four [Member] | |
Offsetting Assets [Line Items] | |
Options Outstanding (Shares) | 322,424 |
Options Exercisable (Shares) | 322,424 |
Stock Option Four [Member] | Minimum [Member] | |
Offsetting Assets [Line Items] | |
Options Exercise Price | $ / shares | $ 7 |
Options, Expiration Date | Jun. 30, 2022 |
Stock Option Four [Member] | Maximum [Member] | |
Offsetting Assets [Line Items] | |
Options Exercise Price | $ / shares | $ 195 |
Options, Expiration Date | Dec. 9, 2027 |
Stockholders_ Deficiency (Detai
Stockholders’ Deficiency (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 5,000,000 | ||
Preferred Stock, par per share | $ 0.001 | ||
Preferred stock, shares undesignated | 3,504,424 | 3,504,424 | |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares issued | 97,894,276 | 97,894,276 | |
Stock options issued | 39,500 | ||
Warrants exercise price | $ 0.01 | $ 0.045 | |
Number of Warrants, Outstanding, Beginning balance | 59,420,298 | 28,809,352 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.0718 | $ 0.1528 | |
Weighted Average Remaining Contractual Life (in Years) ,Outstanding, Beginning | 3 years 3 months 29 days | 2 years 7 months 20 days | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | |||
Weighted Average Exercise Price, Issued | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Expirations | (8,595) | ||
Weighted Average Exercise Price, Expired | $ 79.3000 | ||
Number of Warrants, Outstanding, Exercisable Ending balance | 59,420,298 | 28,800,757 | |
Weighted Average Exercise Price, Exercisable, Ending balance | $ 0.0718 | $ 0.1292 | |
Weighted Average Remaining Contractual Life (in Years) ,Outstanding, Ending | 3 years 26 days | 2 years 4 months 20 days | |
Warrants, Outstanding (Shares) | 59,420,298 | 28,800,757 | 59,420,298 |
Warrants exercised | 2,212,500 | ||
Fair value per share price | $ 0.02 | ||
Common Stock, Shares, Outstanding | 97,894,276 | 97,894,276 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 9,266,868 | 9,306,368 | |
Debt conversion shares issuable | $ 49,287,033 | ||
Class of warrant or right outstanding not yet occurred | 59,420,298 | ||
Number of additional contractual reserves shares | 144,178,158 | ||
In-The-Money Common Stock Options [Member] | |||
Class of Stock [Line Items] | |||
Fair value per share price | $ 0.01 | ||
Exercisable | 0 | ||
2014 Equity Plan [Member] | |||
Class of Stock [Line Items] | |||
Number of shares available for issuance | 6,325 | ||
2015 Stock and Stock Option Plan [Member] | |||
Class of Stock [Line Items] | |||
Number of shares, options granted | 13,602,598 | ||
Convertible Notes, Options and Warrants [Member] | |||
Class of Stock [Line Items] | |||
Number of shares available for issuance | 1,763,596,952 | ||
Outstanding Convertible Notes, Outstanding Options and OutstandingWarrants [Member] | |||
Class of Stock [Line Items] | |||
Number of shares available for issuance | 1,619,418,794 | ||
Warrant [Member] | |||
Class of Stock [Line Items] | |||
Number of Warrants, Outstanding, Exercisable Ending balance | 59,420,298 | 28,800,757 | |
Warrants, Outstanding (Shares) | 59,420,298 | 28,800,757 | |
Warrants, Exercisable (Shares) | 59,420,298 | 28,800,757 | |
Warrant [Member] | Exercise Price Range One [Member] | |||
Class of Stock [Line Items] | |||
Warrants exercise price | $ 0.016 | $ 0.016 | |
Number of Warrants, Outstanding, Exercisable Ending balance | 2,212,500 | 2,212,500 | |
Warrants, Outstanding (Shares) | 2,212,500 | 2,212,500 | |
Warrants, Exercisable (Shares) | 2,212,500 | 2,212,500 | |
Expiration Date | May 17, 2022 | May 17, 2022 | |
Warrant [Member] | Exercise Price Range Two [Member] | |||
Class of Stock [Line Items] | |||
Warrants exercise price | $ 0.020 | $ 0.070 | |
Number of Warrants, Outstanding, Exercisable Ending balance | 31,302,273 | 26,439,926 | |
Warrants, Outstanding (Shares) | 31,302,273 | 26,439,926 | |
Warrants, Exercisable (Shares) | 31,302,273 | 26,439,926 | |
Expiration Date | Sep. 30, 2023 | ||
Warrant [Member] | Exercise Price Range Two [Member] | Minimum [Member] | |||
Class of Stock [Line Items] | |||
Expiration Date | Sep. 30, 2023 | ||
Warrant [Member] | Exercise Price Range Two [Member] | Maximum [Member] | |||
Class of Stock [Line Items] | |||
Expiration Date | Oct. 7, 2026 | ||
Warrant [Member] | Exercise Price Range Three [Member] | |||
Class of Stock [Line Items] | |||
Warrants exercise price | $ 0.0389 | ||
Number of Warrants, Outstanding, Exercisable Ending balance | 208,227 | 148,331 | |
Warrants, Outstanding (Shares) | 208,227 | 148,331 | |
Warrants, Exercisable (Shares) | 208,227 | 148,331 | |
Expiration Date | May 10, 2026 | ||
Warrant [Member] | Exercise Price Range Three [Member] | Minimum [Member] | |||
Class of Stock [Line Items] | |||
Warrants exercise price | $ 11 | ||
Expiration Date | Dec. 31, 2021 | ||
Warrant [Member] | Exercise Price Range Three [Member] | Maximum [Member] | |||
Class of Stock [Line Items] | |||
Warrants exercise price | $ 27.50 | ||
Expiration Date | Dec. 30, 2023 | ||
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Exercisable | 6,925 | ||
Common Stock, Capital Shares Reserved for Future Issuance | 138,508,772 | ||
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 37,500 | 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] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Shares Issued | 37,500 | 37,500 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Mar. 31, 2022USD ($) |
Aurora Capital LLC [Member] | |
Related Party Transaction [Line Items] | |
Accounts payable and accrued liabilities | $ 96,000 |
Summary of Current Cash Commitm
Summary of Current Cash Commitments in Employment Agreements (Details) - Forecast [Member] | 6 Months Ended |
Sep. 30, 2022USD ($) | |
Base Salary | $ 300,000 |
Benefits | 30,600 |
Total | 330,600 |
Dr Arnold S Lippa [Member] | |
Base Salary | 150,000 |
Benefits | 19,800 |
Total | 169,800 |
Mr Margolis [Member] | |
Base Salary | 150,000 |
Benefits | 10,800 |
Total | $ 160,800 |
Summary of Principal Cash Oblig
Summary of Principal Cash Obligations and Commitments (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total | $ 990,877 | $ 990,877 |
2022 | 505,692 | |
2023 | 140,185 | |
2024 | 115,000 | |
2025 | 115,000 | |
2026 | 115 | |
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 | 330,600 | |
2022 | 330,600 | |
2023 | ||
2024 | ||
2025 | ||
2026 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Jul. 12, 2021 | Jun. 27, 2014 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 |
Loss Contingencies [Line Items] | |||||
Purchase commitment, remaining amount committed payable | $ 75,000 | ||||
Agreement expiration date | Jun. 30, 2022 | ||||
Contractual obligation | $ 990,877 | $ 990,877 | |||
University Of Illinois Two Thousand Fourteen Exclusive License Agreement [Member] | |||||
Loss Contingencies [Line Items] | |||||
License fees | $ 25,000 | ||||
Outstanding patent costs | $ 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 | May 31, 2022 | ||||
Minimum annual royalty increase | $ 150,000 | ||||
Charges to operations of annual minimum royalty | 25,000 | $ 25,000 | |||
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 | ||||
Three Installments [Member] | |||||
Loss Contingencies [Line Items] | |||||
Purchase commitment, remaining amount committed payable | $ 25,000 | ||||
First Sale Of Product [Member] | University Of Illinois Two Thousand Fourteen Exclusive License Agreement [Member] | Maximum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Royalty expense | 200,000 | ||||
First Commercial Sale Of Product [Member] | University Of Illinois Two Thousand Fourteen Exclusive License Agreement [Member] | Maximum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Royalty expense | $ 250,000 | ||||
Richard Purcell [Member] | |||||
Loss Contingencies [Line Items] | |||||
Revenue performance obligation on description of timing | Richard Purcell, the Company’s Senior Vice President of Research and Development on at-will basis since October 15, 2014, provided his services to the Company on a month-to-month basis and since agreeing to a payment and settlement agreement, on a prepaid hourly basis at a rate of $250 per hour | ||||
David Dickason [Member] | |||||
Loss Contingencies [Line Items] | |||||
Revenue performance obligation on description of timing | The Company entered into a consulting contract with David Dickason effective September 15, 2020 pursuant to which Mr. Dickason was appointed to and serves as the Company’s Senior Vice President of Pre-Clinical Product Development on an at-will basis at the rate of $250 per hour. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 14, 2023 | Apr. 18, 2022 | Apr. 14, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||||||
Exercise price of warrants or rights | $ 0.01 | $ 0.045 | ||||
Common stock, par value | 0.001 | $ 0.001 | ||||
Debt conversion price | $ 0.01 | |||||
Exercise of warrants | 179,691,579 | |||||
Convertible Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Convertible notes, shares | 37,474,108 | |||||
Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares of common stock | 3,600,000 | |||||
Barton Note [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares of common stock | 49,138,730 | |||||
Barton Note [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Exercise price of warrants or rights | $ 0.02 | |||||
Common stock, per share | 0.02 | |||||
Barton Note [Member] | Minimum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Exercise price of warrants or rights | 0.01 | |||||
Common stock, per share | $ 0.01 | |||||
Securities Purchase Agreement [Member] | Forecast [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||
Securities Purchase Agreement [Member] | Forecast [Member] | Barton Maturity Date [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Face amount | $ 27,778 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||
Interest amount | $ 2,778 | |||||
Effective interest rate | 24.00% | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Face amount | $ 33,300 | |||||
Debt conversion price | $ 0.01 | |||||
Accrued Liabilities | $ 15,000 | |||||
Conversion fees | 500 | |||||
Debt Conversion, Original Debt, Amount | $ 48,800 | |||||
Subsequent Event [Member] | Chief Executive Officer and Chief Scientific Officer [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Due to officers | $ 62,800 | |||||
Subsequent Event [Member] | Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt conversion feature, description | (adjusted from $0.01 to $0.01 as a result of the MFN described above) into 4,880,000 shares of Common Stock. There remains $116,700 of principal amount with respect to such convertible note. | |||||
Subsequent Event [Member] | Barton Note [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Exercise price of warrants or rights | $ 0.01 | |||||
Debt conversion price | 0.01 | |||||
Common stock, per share | $ 0.02 | |||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Convertible note | $ 25,000 | |||||
Warrants term | 5 years | |||||
Common stock, par value | $ 0.01 | |||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Barton Warrant [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Warrants term | 5 years | |||||
Exercise price of warrants or rights | $ 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 |