Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 18, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
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 | 157,026,672 | |
Entity Information, Former Legal or Registered Name | Not applicable |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 138 | $ 88 |
Prepaid expenses | 95,749 | 22,693 |
Total current assets | 95,887 | 22,781 |
Total assets | 95,887 | 22,781 |
Current liabilities: | ||
Accounts payable and accrued expenses, including amounts owed to related parties (Notes 4, 5 and 7) | 5,952,016 | 5,724,390 |
Accrued compensation and related expenses | 3,481,308 | 3,296,008 |
Convertible notes payable, currently due and payable on demand, including accrued interest of $288,302 and $252,881 at March 31, 2023 and December 31, 2022, respectively (Note 4) | 1,300,278 | 1,258,315 |
Other short-term notes payable | 96,408 | 15,847 |
Total current liabilities | 12,287,270 | 11,729,101 |
Long-term liabilities | ||
Payable associated with payment settlement agreements, net of current portion included in accounts payable and accrued expenses at March 31, 2023 and December 31, 2022 (Note 5) | 119,000 | 174,000 |
Total long-term liabilities | 119,000 | 174,000 |
Total liabilities | 12,406,270 | 11,903,101 |
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: 144,326,672 March 31, 2023 and 125,544,276 at December 31, 2022, respectively | 144,327 | 125,544 |
Additional paid-in capital | 164,011,506 | 164,030,289 |
Accumulated deficit | (176,487,919) | (176,057,856) |
Total stockholders’ deficiency | (12,310,383) | (11,880,320) |
Total liabilities and stockholders’ deficiency | 95,887 | 22,781 |
SY Corporation [Member] | ||
Current liabilities: | ||
Notes payable to related parties | 817,707 | 833,463 |
Officer [Member] | ||
Current liabilities: | ||
Notes payable to related parties | 408,243 | 375,334 |
Former Officer [Member] | ||
Current liabilities: | ||
Notes payable to related parties | $ 231,310 | $ 225,744 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 5,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 144,326,672 | 125,544,276 |
Common stock, shares outstanding | 144,326,672 | 125,544,276 |
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 outstanding | 37,500 | 37,500 |
Preferred stock, shares issued | 37,500 | 37,500 |
Preferred stock, conversion price | $ 0.000030 | $ 0.000030 |
Officer [Member] | ||
Accrued interest | $ 88,499 | $ 71,292 |
SY Corporation [Member] | ||
Accrued interest | 519,159 | 507,330 |
Convertible Notes Payable [Member] | ||
Accrued interest | $ 288,302 | $ 252,881 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating expenses: | ||
General and administrative | $ 291,949 | $ 495,793 |
Research and development | 98,425 | 121,159 |
Total operating costs and expenses | 390,374 | 616,952 |
Loss from operations | (390,374) | (616,952) |
Interest expense, including related parties | (67,272) | (259,647) |
Foreign currency transaction gain | 27,583 | 16,436 |
Net loss attributable to common stockholders | $ (430,063) | $ (860,163) |
Net loss per common share - basic and diluted | $ (0.01) | $ (0.01) |
Weighted average common shares outstanding - basic and diluted | 137,182,491 | 97,894,276 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficiency (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Beginning balance, value | $ (11,880,320) | $ (10,007,758) | $ (10,007,758) |
Common stock issued upon cashless warrant exercises | |||
Net loss | (430,063) | (860,163) | (2,102,720) |
Ending balance, value | (12,310,383) | (10,867,921) | (11,880,320) |
Common Stock [Member] | |||
Beginning balance, value | $ 125,544 | $ 97,894 | $ 97,894 |
Beginning balance, shares | 125,544,276 | 97,894,276 | 97,894,276 |
Common stock issued upon cashless warrant exercises | $ 18,783 | ||
Common stock issued upon cashless warrant exercises, shares | 18,782,396 | ||
Net loss | |||
Ending balance, value | $ 144,327 | $ 97,894 | $ 125,544 |
Ending balance, shares | 144,326,672 | 97,894,276 | 125,544,276 |
Additional Paid-in Capital [Member] | |||
Beginning balance, value | $ 164,030,289 | $ 163,827,781 | $ 163,827,781 |
Common stock issued upon cashless warrant exercises | (18,783) | ||
Net loss | |||
Ending balance, value | 164,011,506 | 163,827,781 | 164,030,289 |
Retained Earnings [Member] | |||
Beginning balance, value | (176,057,856) | (173,955,136) | (173,955,136) |
Common stock issued upon cashless warrant exercises | |||
Net loss | (430,063) | (860,163) | |
Ending balance, value | (176,487,919) | (174,815,299) | (176,057,856) |
Series B Convertible Preferred Stock [Member] | Preferred Stock [Member] | |||
Beginning balance, value | $ 21,703 | $ 21,703 | $ 21,703 |
Beginning balance, shares | 37,500 | 37,500 | 37,500 |
Common stock issued upon cashless warrant exercises | |||
Net loss | |||
Ending balance, value | $ 21,703 | $ 21,703 | $ 21,703 |
Ending balance, shares | 37,500 | 37,500 | 37,500 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||
Net loss | $ (430,063) | $ (860,163) | $ (2,102,720) |
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 | 6,540 | 209,772 | |
Foreign currency transaction gain | (27,583) | (16,436) | |
(Increase) decrease in - | |||
Deferred financing costs | 177,883 | ||
Prepaid expenses | 7,502 | 22,227 | |
Increase (decrease) in - | |||
Accounts payable and accrued expenses | 172,626 | 213,719 | |
Accrued compensation and related expenses | 185,300 | 179,800 | |
Accrued interest payable | 56,490 | 50,065 | |
Net cash used in operating activities | (29,188) | (23,133) | (143,905) |
Cash flows from financing activities: | |||
Proceeds from net of repayment of officer advances | 29,238 | 21,987 | |
Net cash provided by financing activities | 29,238 | 21,987 | |
Cash and cash equivalents: | |||
Net increase/(decrease) | 50 | (1,146) | |
Balance at beginning of period | 88 | 1,398 | 1,398 |
Balance at end of period | 138 | 252 | $ 88 |
Supplemental disclosures of cash flow information: | |||
Cashless warrant exercises | 18,783 | ||
Cash paid for - | |||
Interest | 2,341 | 1,712 | |
Income taxes |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
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. On January 11, 2023, RespireRx formed what is initially a wholly-owned subsidiary, ResolutionRx Ltd (“ResolutionRx”), an unlisted public company in Australia, into which the Company is in the process of contributing its cannabinoid platform described below. Basis of Presentation The condensed consolidated financial statements are of RespireRx and its wholly-owned subsidiaries, Pier and ResolutionRx (collectively referred to herein as the “Company,” “we” or “our,” unless the context indicates otherwise). The condensed consolidated financial statements and related notes are unaudited and 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 in our Form 10-K for the fiscal year ended December 31, 2022 as filed with the SEC on April 17, 2023 (“2022 Form 10-K”). |
Business
Business | 3 Months Ended |
Mar. 31, 2023 | |
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. To achieve these goals, the Company has determined that some or all of these opportunities should be contributed to what could be, wholly-owned subsidiaries, joint ventures, licenses or sub-licenses, or even sold and has initiated efforts to do so. In order to facilitate our business activities and product development and to set up our programs for development by subsidiaries, partnering or sale, we have implemented an internal restructuring plan based upon our two research platforms: pharmaceutical cannabinoids and neuromodulators. As of January 11, 2023, the Company formed ResolutionRx Ltd, initially a wholly-owned subsidiary focused on pharmaceutical cannabinoids and EndeavourRx, the business unit focused on neuromodulators. It is anticipated that the Company will use, at least initially, its management personnel to provide management, operational and oversight services to these two lines of business. (i) ResolutionRx, our pharmaceutical cannabinoids subsidiary 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 GABA A Like ResolutionRx, which as of January 11, 2023, was organized as a wholly-owned subsidiary, of the Company, management also intends to organize our EndeavourRx business unit, in part or in whole, into a subsidiary which would conduct research and development of 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. The Company’s business development efforts (licensing, sub-licensing, joint venture and other commercial structures), if successful, would 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, seeking transactions 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 OTC Pink Market listing and our low market capitalization as a result of our low stock price as well as the weakness of our balance sheet. For this reason, the Company has affected an internal restructuring plan described above that we believe will further the aims of ResolutionRx and EndeavourRx, and may make it possible, through separate finance channels, to unlock the unrealized asset values of each and set up its programs for partnering or sale. 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. We believe that some or all of our assets should be licensed, sub-licensed, joint ventured or even sold and have initiated efforts to do so. No assurance can be given that any transaction will come to fruition and that if it does, that the terms will be favorable to the Company. On January 11, 2023, RespireRx established ResolutionRx Ltd, initially a wholly-owned subsidiary and an unlisted public company in Australia. On February 27, 2023, ResolutionRx entered into a services agreement (“Australian CRO Agreement”) with iNGENu CRO Pty Ltd (“iNGENu”), a contract research organization (“CRO”), pursuant to which iNGENu is to act as a full service CRO in support of ResolutionRx’s research and development (“R&D”) program, including but not limited to conducting laboratory experiments to determine a final optimum dronabinol formulation, scaling up and manufacturing the chosen formulation for clinical use, preparing and submitting regulatory documents and designing and conducting clinical trials. On January 27, 2023 ResolutionRx entered into a letter of intent and term sheet with Radium Capital (“Radium”) for a series of debt financings secured by the Australian Research and Development Tax Incentive (“R&DTI”), a tax credit or rebate available for the component of R&D activities that are qualified core and supporting activities. In the case of ResolutionRx, this is anticipated to be a 43.5% tax rebate, with up to, and at the discretion of ResolutionRx, 80% to be financed by Radium and collateralized by the rebate. The Company believes that these are two of the first steps taken in a series of anticipated transactions that will enable the debt and equity or equity-linked financing of ResolutionRx, to support its R&D efforts over the next approximately two and half to three years. RespireRx is in the process of entering into a Master Intercompany Services Agreement (“Master Services Agreement”) with ResolutionRx pursuant to which the Company will provide certain services to ResolutionRx for which RespireRx will be paid. 3,125,000 25 On May 11, 2023, RespireRx entered into a Letter Agreement (“Letter Agreement”) with Viridian Capital Advisors (“VCA”) pursuant to which, VCA will perform the following services (“Valuation Services”): (i) review the Company’s intellectual property assets and licensing agreements as they relate to Company’s cannabinoid program, net of any associated liabilities, (ii) review the Company’s financial models and forecasts as they relate to the Company’s cannabinoid program and (iii) prepare the data, analytics and Company valuation report (“Valuation Report”) specifically with respect to the Company’s cannabinoid program. The Letter Agreement becomes effective upon payment by the Company of a minimum of the required deposit of $ 35,000 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 $ 430,063 2,102,720 3,972,993 29,188 143,905 12,310,383 930,907 maturity dates that range from April 14, 2023 to May 31, 2023 137,630 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 and liabilities. 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 and, in that regard, has formed an Australian subsidiary, ResolutionRx. In addition to the formation of ResolutionRx, such changes could include additional significant reorganizations, which may include the formation of one or more additional 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, 2023 | |
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 subsidiaries, Pier and ResolutionRx. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of condensed consolidated 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. 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 for companies like the Company. 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. Capitalized Financing Costs The Company presents debt issuance costs related to debt obligations in its condensed 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 or commitment shares of Common Stock, 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. Debt and Other Liability Exchanges In cases where debt or other liabilities are exchanged for equity, the Company compares the carrying value of debt, inclusive of accrued interest, if applicable, being exchanged, to the fair value of the equity issued and records any loss or gain as a result of such exchange. See Note 4. Notes Payable. Extinguishment of Debt and Settlement of Liabilities The Company accounts for the extinguishment of debt and settlement of liabilities by comparing the carrying value of the debt or liability to the value of consideration paid or assets given up and recognizing a loss or gain in the condensed consolidated statement of operations in the amount of the difference in the period in which such transaction occurs. Prepaid Insurance Prepaid insurance represents the premium due in March 2023 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 condensed consolidated balance sheet at each reporting date and amortized to the Company’s condensed consolidated statement of operations for each reporting period. Stock-Based Awards The Company periodically issues common stock and stock options to officers, directors, Scientific Advisory Board members, consultants and other vendors for services rendered. Such issuances vest and expire according to terms established at the issuance date of each grant. The Company accounts for stock-based payments to officers and directors, outside consultants and vendors measuring the cost of services received in exchange for equity awards based on the grant date fair value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s consolidated or condensed consolidated financial statements, as appropriate, over the vesting period of the awards. Stock grants, which are sometimes subject to time-based vesting, are measured at the grant date fair value of the common stock and charged to operations ratably over the vesting period. Stock options granted to members of the Company’s outside consultants and other vendors are valued on the grant date. As the stock options vest, the Company recognizes this expense over the period in which the services are provided. The value of stock options granted as stock-based compensation is determined utilizing the Black-Scholes option-pricing model, and is affected by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option as compared to the fair value of the common stock on the grant date, and the estimated volatility of the common stock over the estimated life of the equity award. Estimated volatility is based on the historical volatility of the Company’s common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair value of common stock is determined by reference to the quoted market price of the Company’s common stock. Stock options and warrants issued to non-employees as compensation for services to be provided to the Company or in settlement of debt are accounted for based upon the fair value of the services provided or the estimated fair value of the stock option or warrant, whichever can be more clearly determined. Management uses the Black-Scholes option-pricing model to determine the fair value of the stock options and warrants issued by the Company. The Company recognizes this expense over the period in which the services are provided. The Company recognizes the value of stock-based payments in general and administrative costs and in research and development costs, as appropriate, in the Company’s consolidated or condensed consolidated statements of operations, as appropriate. The Company issues new shares of common stock to satisfy stock option and warrant exercises. There were no There were no stock options exercised during the three-months ended March 31, 2023 and 2022. 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, 2023, the Company did no 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, 2023, 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 accounts for ResolutionRx are maintained in Australian dollars and are converted to U.S. dollars at the exchange rate on the balance sheet. In both cases, 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. Net 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, 2023 and 2022 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 2023 2022 March 31, 2023 2022 Series B convertible preferred stock 1 1 Convertible notes payable 661,179,985 49,287,033 Common stock warrants 395,383,183 66,345,298 Common stock options 9,199,356 9,266,868 Total 1,065,762,525 124,899,200 Reclassifications Certain comparative figures in 2022 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. Management has evaluated the potential impact and has early adopted as of January 1, 2022. Management believes the adoption has simplified the accounting for convertible debt instruments and does not believe adoption has had a substantial impact on the financial statements, however, it is possible that this ASU may have a substantial impact on the Company’s financial statements from future convertible debt financings. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | 4. Notes Payable Convertible Notes Payable The table below summarizes all convertible notes outstanding as of March 31, 2023. Those with similar characteristics outstanding as of March 31, 2023 are grouped separately. The following abbreviations are used in the column headings: DIC is Debt Issuance Cost, OID is Original Issue Discount, Wts are warrants, CNC is Capitalized Note Cost and BCF is Beneficial Conversion Feature. Also included are repayments by conversion, exchange or otherwise during or prior to the three-month period ended March 31, 2023: Schedule of Convertible Notes Outstanding Inception Date Maturity date Original Principal Amount Interest rate Original aggregate DIC, OID, Wts, CNC and BCF Cumulative amortization of DIC, OID, Wts, CNC and BCF Accrued coupon interest Repayment Balance sheet November 5, 2014 September 15, 2016 1 $ 25,000 10 % $ - $ - $ 31,619 $ - $ 56,619 November 5, 2014 September 15, 2016 1 25,000 10 % - - 31,619 - 56,619 November 5, 2014 September 15, 2016 1 25,000 12 % - - 40,264 - 65,264 Sub-total 75,000 - - 103,502 $ - 178,502 December 31, 2018 February 28, 2019 2 25,000 10 % - - 12,995 - 37,995 January 2, 2019 February 28, 2019 2 10,000 10 % - - 5,243 - 15,243 Sub-total 35,000 - $ - 18,238 - 53,238 May 17, 2019 May 17, 2020 3 50,000 10.00 % (50,000 ) 50,000 5,001 (52,253 ) 2,748 July 28, 2020 June 30, 2022 3 53,000 8.00 % (13,000 ) 13,000 10,463 (16,247 ) 47,216 February 17, 2021 June 17, 2022 3 112,000 10.00 % (112,000 ) 112,000 12,685 (80,000 ) 44,685 April 1, 2021 July 31, 2022 3 112,500 10.00 % (112,500 ) 112,500 30,353 - 142,853 May 3, 2021 July 31, 2022 3 150,000 10.00 % (150,000 ) 150,000 - (150,000 ) - May 10, 2021 August 10, 2022 3 150,000 10.00 % (150,000 ) 150,000 24,107 (13,213 ) 160,894 June 30, 2021 June 29, 2022 3 115,000 10.00 % (115,000 ) 115,000 28,192 - 143,192 August 31, 2021 August 31, 2022 3 115,000 10.00 % (109,675 ) 109,675 18,180 - 133,180 October 7, 2021 October 7, 2022 3 115,000 10.00 % (96,705 ) 96,705 17,014 - 132,014 December 23, 2021 June 21, 2022 3 87,000 10.00 % (36,301 ) 36,301 11,505 25,621 124,126 April 14, 2022 April 14, 2023 3 27,778 10.00 % (15,936 ) 15,325 2,671 - 29,838 August 22, 2022 May 31, 2023 3 66,667 10.00 % (6,667 ) 4,037 4,036 - 68,073 August 22, 2022 May 31, 2023 3 22,222 10.00 % (2,222 ) 1,345 1,346 - 22,691 August 22, 2022 May 31, 2023 3 16,667 10.00 % (1,667 ) 1,019 1,009 - 17,028 Sub-total 1,192,834 (971,673 ) 966,907 166,562 (286,092 ) 1,068,538 Total $ 1,302,834 $ (971,673 ) $ 966,907 $ 288,302 $ (286,092 ) $ 1,300,278 1 These convertible notes were sold to investors in 2014 and 2015 (“Original Convertible Notes) and have a fixed interest rate of 10% 12% 1,545 65,264 40,264 2 On December 31, 2018 and January 2, 2019, the Company issued convertible notes to a single investor totaling $ 35,000 18,238 3 These fourteen convertible notes were issued between May 17, 2019 and August 22, 2022. They all currently have similar terms including conversion prices that generally are or are likely to be $ 0.0015 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, 2023 and December 31, 2022: Schedule of Convertible Notes Payable March 31, 2023 December 31, 2022 Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 519,159 507,330 Foreign currency transaction adjustment (101,226 ) (73,641 ) Total note payable $ 817,707 $ 833,463 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, 2023 and 2022, $ 3,671 3,338 408,243 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, 2023 and 2022, $ 5,566 5,060 231,310 Other Short-Term Notes Payable Other short-term notes payable at March 31, 2023 and December 31, 2022 consisted primarily of premium financing agreements with respect to the Company’s directors and officers liability insurance policies. At March 31, 2023, a premium financing agreement was payable in the initial amount of $ 96,408 19,228 8.99% 8,900 96,408 15,847 |
Settlement and Payment Agreemen
Settlement and Payment Agreements | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Settlement and Payment Agreements | 5. Settlement and Payment Agreements Effective December 15, 2022, the Company and the Board of Trustees of the University of Illinois (“UIL”) entered into the Second Amendment to RespireRx -University of Illinois Exclusive License Agreement. The parties entered into the Second Amendment in order to eliminate accrued financial obligations to UIL and reduce future obligations. Annual $ 100,000 200,000 75,000 st 10,000 4 Effective August 1, 2022, the Company and the Company’s former legal counsel, entered into a payment settlement agreement and release pursuant to which the Company and its former legal counsel agreed that the Company owed $ 2,608,914 250,000 250,000 2,608,914 350,000 2,608,914 Effective January 31, 2022, the Company’s former President and Chief Executive Officer and Member of the Board of Directors, Timothy Jones, resigned his officer positions as well as from the Board of Directors pursuant to an Employment Agreement Termination and Separation Agreement (“SA”) dated February 8, 2022. Pursuant to the terms of the SA, the Company has agreed to pay Mr. Jones up to a maximum of $ 789,267 On April 29, 2021, RespireRx agreed to a payment and settlement agreement with the University of California Innovation and Entrepreneurship (“UIC”) 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 December 31, 2022 and March 31, 2023. The total amount due is $ 234,657 10,000 175,000 175,000 234,657 234,657 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 $ 103,890 104,217 10,000 75,000 53,568 30,000 415 By letter dated February 5, 2016, the Company received a demand from a law firm representing Salamandra, LLC (“Salamandra”) alleging an amount due and owing for unpaid services rendered. On January 18, 2017, following an arbitration proceeding, an arbitrator awarded Salamandra the full amount sought in arbitration of $ 146,082 47,937 4.5 39,552 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 15,000,000.00 Upfront Fees 62,548 8,000 390,000 174,000 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 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, 2023 and consolidated financial statements as of December 31, 2022 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, 2023 | |
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, 2023 and December 31, 2022 consisted of 37,500 1 25,001 As of March 31, 2023, there were 1,376 Although other series of preferred stock have been designated, no other shares of preferred stock are outstanding. As of March 31, 2023 and December 31, 2022, 3,504,424 On April 3, 2023 and April 12, 2023, the Company filed a Certificate of Designation, Preferences, Rights and Limitations of its Series I Preferred Stock and a Certificate of Designation of Series J 8 Common Stock RespireRx has authorized 2,000,000,000 0.001 144,326,672 776,233,719 24,300,000 18,782,396 23,881 31,039 Common Stock Warrants A summary of warrant activity for the three-months ended March 31, 2023 is presented below. Schedule of Warrant Activity Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Warrants outstanding and exercisable at December 31, 2022 419,683,183 $ 0.0074 3.28 Exercised (24,300,000 ) 0.0015 - Issued - - Expired - - Warrants outstanding and exercisable at March 31, 2023 395,383,183 $ 0.0076 3.17 The exercise prices of common stock warrants outstanding and exercisable are as follows at March 31, 2023: Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable Exercise Price Warrants Outstanding and Exercisable (Shares) Expiration Dates $ 0.0015 369,582,308 September 30, 2023 April 14, 2027 $ 0.0389 208,227 May 10, 2026 $ 0.0470 172,341 May 3, 2026 $ 0.0700 25,377,426 September 30, 2023 $ 15.0000 19,000 December 30, 2023 $ 15.7500 23,881 April 30, 2023 $ 395,383,183 Based on a value of $ 0.0039 369,582,308 A summary of warrant activity for the three-months ended March 31, 2022 is presented below. 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: Exercise Price Warrants Outstanding (Shares) Warrants (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 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, 2023, 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, 2023, there are 13,670,110 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, 2023 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, 2022 9,199,356 $ 0.592 3.74 Granted - - - Expired - - - Options outstanding and exercisable at March 31, 2023 9,199,356 $ 0.592 2.74 The exercise prices of common stock options outstanding and exercisable were as follows at March 31, 2023: 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 $ 7.00 159.25 254,912 254,912 April 5, 2023 December 9, 2027 9,199,356 9,199,356 There was no deferred compensation expense for the outstanding and unvested stock options at March 31, 2023. Based on a fair value of $ 0.0039 no Reserved and Unreserved Shares of Common Stock As of March 31, 2023, there are 2,000,000,000 0.001 144,326,672 9,199,356 6,325 13,670,110 661,179,985 395,383,183 1 1,079,439,609 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
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 withdrew 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, 2023 or the fiscal year ended December 31, 2022, 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, 2023 | |
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, 2023, consolidated financial statements as of December 31, 2022 and condensed consolidated financial statements as of March 31, 2022 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 since October 15, 2014, has provided his services to the Company on an at will and month-to-month basis. Since agreeing to a payment and settlement agreement, the Company has contracted for his services on a prepaid hourly basis at a rate of $ 250 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 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. See Note 5. Payment and Settlement Agreements. 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 Employee Agreements Contract year ending September 30, 2023 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 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. Certain payments under the UWMRF Patent License Agreement have not been paid by the Company. The Company is in regular discussions with UWMRF regarding when the Company may be able to commence making payments. The Company has not received a notification of default either during or before the three-month period ended March 31, 2023 or in any subsequent periods. All amounts due under the UWMRF Patent License Agreement are reflected in the Company’s condensed consolidated financial statements as of March 31, 2023 in accounts payable and accrued expenses. 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 50,000 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 nd 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. Among other things, the 2 nd nd nd 4 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 100,000 0 350,000 $150,000 200,000 $400,000 $250,000 (i) $10,000 (ii) $150,000 (iii) $350,000 (iv) $500,000 (v) $1,000,000 There are reporting requirements by the Licensee to the University. Royalty stacking provisions remained unchanged in the 2 nd The concept of reduced royalties upon expiration of the patent rights, but while technical information was being used, was eliminated with the 2 nd During the three-months ended March 31, 2023 and 2022, the Company recorded charges to operations of $ 0 and $ 25,000 , respectively representing the annual minimum royalty, which is included in research and development expenses in the Company’s condensed consolidated statement of operations. The $ 100,000 from the fiscal year ended December 31, 2021 was reversed as a result of the effectiveness of the 2 nd 0 Noramco Inc. - Dronabinol Development and Supply Agreement On September 4, 2018, RespireRx entered into a dronabinol Development and Supply Agreement with Noramco Inc., one of the world’s major dronabinol manufacturers, which Noramco subsequently assigned to its subsidiary, Purisys LLC (the “Purisys Agreement”). Under the terms of the Purisys Agreement, Purisys agreed to (i) provide all of the active pharmaceutical ingredient (“API”) estimated to be needed for the clinical development process for both the first- and second-generation products (each a “Product” and collectively, the “Products”), three validation batches for New Drug Application (“NDA”) filing(s) and adequate supply for the initial inventory stocking for the wholesale and retail channels, subject to certain limitations, (ii) maintain or file valid drug master files (“DMFs”) with the FDA or any other regulatory authority and provide the Company with access or a right of reference letter entitling the Company to make continuing reference to the DMFs during the term of the agreement in connection with any regulatory filings made with the FDA by the Company, (iii) participate on a development committee, and (iv) make available its regulatory consultants, collaborate with any regulatory consulting firms engaged by the Company and participate in all FDA or Drug Enforcement Agency (“DEA”) meetings as appropriate and as related to the API. We now refer to the second-generation product as our proprietary formulation or proprietary product and have de-emphasized the first-generation product. In consideration for these supplies and services, the Company has agreed to purchase exclusively from Noramco during the commercialization phase all API for its Products as defined in the Development and Supply Agreement at a pre-determined price subject to certain producer price adjustments and agreed to Noramco’s participation in the economic success of the commercialized Product or Products up to the earlier of the achievement of a maximum dollar amount or the expiration of a period of time. There was no activity during the three-month periods ended March 31, 2023 or 2022 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, 2023, aggregating $ 423,285 Summary of Principal Cash Obligations and Commitments Payments Due By Year Total 2023 2024 2025 2026 2027 License agreements $ 92,685 $ 37,685 $ 10,000 $ 15,000 $ 15,000 $ 15,000 Employment agreements (1) 330,600 330,600 - - - - Total $ 423,285 $ 368,285 $ 10,000 $ 15,000 $ 15,000 $ 15,0000 (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, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events Establishment of Series I Preferred Stock and Series J Preferred Stock On April 3, 2023, the Company filed a Certificate of Designation, Preferences, Rights and Limitations of its Series I Preferred Stock (“Series I Certificate of Designation”) with the Secretary of State of the State of Delaware to amend the Company’s certificate of incorporation. The filing of the Series I Certificate of Designation was approved by the Company’s Board of Directors. The Series I Certificate of Designation sets forth the preferences, rights and limitations of the Series I Preferred Stock, a brief summary of which is as follows: The number of shares designated as Series I 8 3,500 0.001 100.00 8 Redemption shall happen upon the payment of a Series I “Eligible Payment” which takes place upon the occurrence of an Eligible Payment Event, as both terms are defined in the Certificate. The Series I Eligible Payment is calculated as the Series I Maximum Appreciated Price, which is $ 0.02 multiplied by the number of shares of Common Stock corresponding to the number of Series I Preferred Shares divided by the Series I Base Measurement Price ($0.0015), multiplied by the Series I Preferred Stock Stated Value. A Series I Eligible Payment Event shall include: (i) any license, sublicense, joint venture or similar transaction resulting in an upfront payment of at least $15,000,000.00, or (ii) any milestone payment with respect to research and development of at least $15,000,000.00, or (iii) receipt of royalties in any one year of at least $15,000,000.00 or (iv) any event resulting in the Company’s receipt of an amount deemed by the Company’s Board of Directors to be establish a Series I Eligible Payment Event. For a detailed description the Series Certificate of Designation and the Series I Preferred Stock to be issued, please refer to our Current Report on Form 8-K, filed with the SEC on April 6, 2023, including but not limited to Exhibit 3.1 to the Current Report of Form 8-K. On April 12, 2023, the Company filed the Series J Certificate of Designation with the Secretary of State of the state of Delaware. The Series J Certificate of Designation sets forth the preferences, rights and limitations of the Series J Preferred Stock, a summary of which is as follows: The number of shares designated as Series J 8 15,000 0.001 100.00 8 Redemption shall happen upon the payment of an Series J “Eligible Payment” which takes place upon the occurrence of a Series J Eligible Payment Event, as both terms are defined in the Series J Certificate. The Series J Eligible Payment is calculated as the Maximum Appreciated Price, which is closing price per share of Common Stock or its equivalent on the day that is the trading day on which an Series J Eligible Payment Event is publicly announced prior to the opening of financial markets, or the trading day following the public announcement of the Series J Eligible Payment Event if announced after the opening of the financial markets on the date of the Series J Eligible Payment Event (unless a lesser price is agreed by the Company and the Series I Holder) multiplied by the number of shares of Common Stock corresponding to the number of Series J Preferred Shares divided by the Series J Base Measurement Price ($0.006), subject to certain adjustments, multiplied by the Series J Preferred Stock Stated Value. A Series J Eligible Payment Event shall include: (i) any license, sublicense, joint venture or similar transaction resulting in an upfront payment of at least $20,000,000.00, or (ii) any milestone payment with respect to research and development of at least $20,000,000.00, or (iii) receipt of royalties in any one year of at least $20,000,000.00 or (iv) any event resulting in the Corporation’s receipt of an amount deemed by the Corporation’s Board of Directors to be establish a Series J Eligible Payment Event. Each share of Series J Preferred Stock shall be entitled to that number of votes, which shall be eligible to vote along with the Common Stockholders, or, as the case may be, when voting as a class, that is equal to one hundred (100x) times number calculated by dividing the number of shares of Series J Preferred Stock by the Base Measurement Price as of the record date for such vote or written consent or, if there is no specified record date, as of the date of such vote or written consent. Upon any liquidation, dissolution or winding-up of the Company, no distribution shall be made to the holders of any shares of capital stock of the Company unless, prior thereto, the Series J Holders receive (i) an amount equal to 100% of the stated value, plus any accrued and unpaid dividends plus (ii) an amount equal to a pro rata portion of the Series J Eligible Payment Amount less the Series J Preferred Stock Stated Value paid pursuant to (i) above, plus (iii) the pro rata amount when considered with all outstanding shares of Common Stock and any securities that may be convertible into, exercisable for or exchanged for Common Stock that have similar rites, of any remaining distribution. The distribution shall result in a Redemption. If the assets of the Company are insufficient to pay in full such amounts due the Series J Holders or any holders of another class that is parri pasu with the Series J Holders (“Series J Pari Passu Holders”), then the entire assets shall be distributed ratably among the Series J Holders and Series J Pari Passu Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full and such distribution shall result in a Redemption. A Fundamental Transaction, or a Change of Control Transaction, each as defined in the Certificate, shall be deemed to be Liquidations. Exchange and Exchange and Settlement Agreements On April 12, 2023, RespireRx entered into an exchange agreement and two exchange and settlement agreements with two executive officers and one vendor collectively, the “Series J Settlement Agreements” and the executive officers and vendor are referred to herein as the “Series J Exchangers.” Pursuant to the terms of the Settlement Agreements, the Company, in exchange for the issuance of Series J Preferred Stock to the Exchangers, the Exchangers exchanged or settled their rights to receive an aggregate of $ 570,000 The Settlement Agreements, the transfer requests and the Series J Certificate of Designation and the delivery of the Series J Preferred Stock was approved by the Company’s Board of Directors. Convertible Note Conversion On April 17, 2023 and May 10, 2023, a convertible note holder converted as partial conversions, an aggregate of $ 18,050 1,000 19,050 0.015 12,700,000 Advance from Officer On May 16, 2023 and May 17, 2023, the Company’s Interim President, Interim Chief Executive Officer and Chief Scientific Officer advanced $ 81,500 Advance from Controller On April 28, 2023, Marc M. Radin, the Company’s controller, advanced $ 28,128 25,000 Warrant and Option Expirations In April, 2023, 23,881 31,039 15.75 11.20 Letter Agreement for Valuation Report On May 11, 2023, RespireRx entered into a Letter Agreement (“Letter Agreement”) with Viridian Capital Advisors (“VCA”) pursuant to which, VCA will perform the following services (“Valuation Services”): (i) review the Company’s intellectual property assets and licensing agreements as they relate to Company’s cannabinoid program, net of any associated liabilities, (ii) review the Company’s financial models and forecasts as they relate to the Company’s cannabinoid program and (iii) prepare the data, analytics and Company valuation report (“Valuation Report”) specifically with respect to the Company’s cannabinoid program. The Letter Agreement becomes effective upon payment by the Company of at least a minimum of the required deposit of $ 35,000 Letter of Intent for Financing ResolutionRx On May 18, 2023, ResolutionRx entered into a Letter of Intent with Cantheon Capital (“Cantheon” and “Cantheon LOI”) that describes an intended investment of US$ 3,125,000 25 90 90 25,000,000 convertible at the option of the holder into Ordinary Shares of ResolutionRx on a 1:1 basis |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 subsidiaries, Pier and ResolutionRx. Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated 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. |
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 for companies like the Company. 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. |
Capitalized Financing Costs | Capitalized Financing Costs The Company presents debt issuance costs related to debt obligations in its condensed 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 or commitment shares of Common Stock, 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. |
Debt and Other Liability Exchanges | Debt and Other Liability Exchanges In cases where debt or other liabilities are exchanged for equity, the Company compares the carrying value of debt, inclusive of accrued interest, if applicable, being exchanged, to the fair value of the equity issued and records any loss or gain as a result of such exchange. See Note 4. Notes Payable. |
Extinguishment of Debt and Settlement of Liabilities | Extinguishment of Debt and Settlement of Liabilities The Company accounts for the extinguishment of debt and settlement of liabilities by comparing the carrying value of the debt or liability to the value of consideration paid or assets given up and recognizing a loss or gain in the condensed consolidated statement of operations in the amount of the difference in the period in which such transaction occurs. |
Prepaid Insurance | Prepaid Insurance Prepaid insurance represents the premium due in March 2023 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 condensed consolidated balance sheet at each reporting date and amortized to the Company’s condensed consolidated statement of operations for each reporting period. |
Stock-Based Awards | Stock-Based Awards The Company periodically issues common stock and stock options to officers, directors, Scientific Advisory Board members, consultants and other vendors for services rendered. Such issuances vest and expire according to terms established at the issuance date of each grant. The Company accounts for stock-based payments to officers and directors, outside consultants and vendors measuring the cost of services received in exchange for equity awards based on the grant date fair value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s consolidated or condensed consolidated financial statements, as appropriate, over the vesting period of the awards. Stock grants, which are sometimes subject to time-based vesting, are measured at the grant date fair value of the common stock and charged to operations ratably over the vesting period. Stock options granted to members of the Company’s outside consultants and other vendors are valued on the grant date. As the stock options vest, the Company recognizes this expense over the period in which the services are provided. The value of stock options granted as stock-based compensation is determined utilizing the Black-Scholes option-pricing model, and is affected by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option as compared to the fair value of the common stock on the grant date, and the estimated volatility of the common stock over the estimated life of the equity award. Estimated volatility is based on the historical volatility of the Company’s common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair value of common stock is determined by reference to the quoted market price of the Company’s common stock. Stock options and warrants issued to non-employees as compensation for services to be provided to the Company or in settlement of debt are accounted for based upon the fair value of the services provided or the estimated fair value of the stock option or warrant, whichever can be more clearly determined. Management uses the Black-Scholes option-pricing model to determine the fair value of the stock options and warrants issued by the Company. The Company recognizes this expense over the period in which the services are provided. The Company recognizes the value of stock-based payments in general and administrative costs and in research and development costs, as appropriate, in the Company’s consolidated or condensed consolidated statements of operations, as appropriate. The Company issues new shares of common stock to satisfy stock option and warrant exercises. There were no There were no stock options exercised during the three-months ended March 31, 2023 and 2022. 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, 2023, the Company did no 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, 2023, 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 accounts for ResolutionRx are maintained in Australian dollars and are converted to U.S. dollars at the exchange rate on the balance sheet. In both cases, 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. Net 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, 2023 and 2022 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 2023 2022 March 31, 2023 2022 Series B convertible preferred stock 1 1 Convertible notes payable 661,179,985 49,287,033 Common stock warrants 395,383,183 66,345,298 Common stock options 9,199,356 9,266,868 Total 1,065,762,525 124,899,200 |
Reclassifications | Reclassifications Certain comparative figures in 2022 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. Management has evaluated the potential impact and has early adopted as of January 1, 2022. Management believes the adoption has simplified the accounting for convertible debt instruments and does not believe adoption has had a substantial impact on the financial statements, however, it is possible that this ASU may have a substantial impact on the Company’s financial statements from future convertible debt financings. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | At March 31, 2023 and 2022 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 2023 2022 March 31, 2023 2022 Series B convertible preferred stock 1 1 Convertible notes payable 661,179,985 49,287,033 Common stock warrants 395,383,183 66,345,298 Common stock options 9,199,356 9,266,868 Total 1,065,762,525 124,899,200 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Schedule of Convertible Notes Outstanding | The table below summarizes all convertible notes outstanding as of March 31, 2023. Those with similar characteristics outstanding as of March 31, 2023 are grouped separately. The following abbreviations are used in the column headings: DIC is Debt Issuance Cost, OID is Original Issue Discount, Wts are warrants, CNC is Capitalized Note Cost and BCF is Beneficial Conversion Feature. Also included are repayments by conversion, exchange or otherwise during or prior to the three-month period ended March 31, 2023: Schedule of Convertible Notes Outstanding Inception Date Maturity date Original Principal Amount Interest rate Original aggregate DIC, OID, Wts, CNC and BCF Cumulative amortization of DIC, OID, Wts, CNC and BCF Accrued coupon interest Repayment Balance sheet November 5, 2014 September 15, 2016 1 $ 25,000 10 % $ - $ - $ 31,619 $ - $ 56,619 November 5, 2014 September 15, 2016 1 25,000 10 % - - 31,619 - 56,619 November 5, 2014 September 15, 2016 1 25,000 12 % - - 40,264 - 65,264 Sub-total 75,000 - - 103,502 $ - 178,502 December 31, 2018 February 28, 2019 2 25,000 10 % - - 12,995 - 37,995 January 2, 2019 February 28, 2019 2 10,000 10 % - - 5,243 - 15,243 Sub-total 35,000 - $ - 18,238 - 53,238 May 17, 2019 May 17, 2020 3 50,000 10.00 % (50,000 ) 50,000 5,001 (52,253 ) 2,748 July 28, 2020 June 30, 2022 3 53,000 8.00 % (13,000 ) 13,000 10,463 (16,247 ) 47,216 February 17, 2021 June 17, 2022 3 112,000 10.00 % (112,000 ) 112,000 12,685 (80,000 ) 44,685 April 1, 2021 July 31, 2022 3 112,500 10.00 % (112,500 ) 112,500 30,353 - 142,853 May 3, 2021 July 31, 2022 3 150,000 10.00 % (150,000 ) 150,000 - (150,000 ) - May 10, 2021 August 10, 2022 3 150,000 10.00 % (150,000 ) 150,000 24,107 (13,213 ) 160,894 June 30, 2021 June 29, 2022 3 115,000 10.00 % (115,000 ) 115,000 28,192 - 143,192 August 31, 2021 August 31, 2022 3 115,000 10.00 % (109,675 ) 109,675 18,180 - 133,180 October 7, 2021 October 7, 2022 3 115,000 10.00 % (96,705 ) 96,705 17,014 - 132,014 December 23, 2021 June 21, 2022 3 87,000 10.00 % (36,301 ) 36,301 11,505 25,621 124,126 April 14, 2022 April 14, 2023 3 27,778 10.00 % (15,936 ) 15,325 2,671 - 29,838 August 22, 2022 May 31, 2023 3 66,667 10.00 % (6,667 ) 4,037 4,036 - 68,073 August 22, 2022 May 31, 2023 3 22,222 10.00 % (2,222 ) 1,345 1,346 - 22,691 August 22, 2022 May 31, 2023 3 16,667 10.00 % (1,667 ) 1,019 1,009 - 17,028 Sub-total 1,192,834 (971,673 ) 966,907 166,562 (286,092 ) 1,068,538 Total $ 1,302,834 $ (971,673 ) $ 966,907 $ 288,302 $ (286,092 ) $ 1,300,278 1 These convertible notes were sold to investors in 2014 and 2015 (“Original Convertible Notes) and have a fixed interest rate of 10% 12% 1,545 65,264 40,264 2 On December 31, 2018 and January 2, 2019, the Company issued convertible notes to a single investor totaling $ 35,000 18,238 3 These fourteen convertible notes were issued between May 17, 2019 and August 22, 2022. They all currently have similar terms including conversion prices that generally are or are likely to be $ 0.0015 |
SY Corporation [Member] | |
Schedule of Convertible Notes Payable | The note payable to SY Corporation consists of the following at March 31, 2023 and December 31, 2022: Schedule of Convertible Notes Payable March 31, 2023 December 31, 2022 Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 519,159 507,330 Foreign currency transaction adjustment (101,226 ) (73,641 ) Total note payable $ 817,707 $ 833,463 |
Stockholders_ Deficiency (Table
Stockholders’ Deficiency (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Warrant Activity | A summary of warrant activity for the three-months ended March 31, 2023 is presented below. Schedule of Warrant Activity Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Warrants outstanding and exercisable at December 31, 2022 419,683,183 $ 0.0074 3.28 Exercised (24,300,000 ) 0.0015 - Issued - - Expired - - Warrants outstanding and exercisable at March 31, 2023 395,383,183 $ 0.0076 3.17 A summary of warrant activity for the three-months ended March 31, 2022 is presented below. 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 |
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, 2023: Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable Exercise Price Warrants Outstanding and Exercisable (Shares) Expiration Dates $ 0.0015 369,582,308 September 30, 2023 April 14, 2027 $ 0.0389 208,227 May 10, 2026 $ 0.0470 172,341 May 3, 2026 $ 0.0700 25,377,426 September 30, 2023 $ 15.0000 19,000 December 30, 2023 $ 15.7500 23,881 April 30, 2023 $ 395,383,183 The exercise prices of common stock warrants outstanding and exercisable are as follows at March 31, 2022: Exercise Price Warrants Outstanding (Shares) Warrants (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 |
Summary of Stock Option Activity | A summary of stock option activity for the three-months ended March 31, 2023 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, 2022 9,199,356 $ 0.592 3.74 Granted - - - Expired - - - Options outstanding and exercisable at March 31, 2023 9,199,356 $ 0.592 2.74 |
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, 2023: 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 $ 7.00 159.25 254,912 254,912 April 5, 2023 December 9, 2027 9,199,356 9,199,356 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Current Cash Commitments in Employee 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 Employee Agreements Contract year ending September 30, 2023 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 2023 2024 2025 2026 2027 License agreements $ 92,685 $ 37,685 $ 10,000 $ 15,000 $ 15,000 $ 15,000 Employment agreements (1) 330,600 330,600 - - - - Total $ 423,285 $ 368,285 $ 10,000 $ 15,000 $ 15,000 $ 15,0000 (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 | |||||
May 18, 2023 | Feb. 27, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | May 11, 2023 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||||
Net loss | $ 430,063 | $ 860,163 | $ 2,102,720 | ||||
Net loss attributable to commons shareholders | 3,972,993 | ||||||
Operating cash flows | 29,188 | 23,133 | 143,905 | ||||
Stockholder's equity | $ 12,310,383 | $ 10,867,921 | $ 11,880,320 | $ 10,007,758 | |||
Maturity date, description | maturity dates that range from April 14, 2023 to May 31, 2023 | ||||||
Convertible Notes [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Convertible notes outstanding | $ 930,907 | ||||||
Accrued interest | $ 137,630 | ||||||
Subsequent Event [Member] | Viridian Capital Advisorsl [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Deposit | $ 35,000 | ||||||
Cantheon Capital [Member] | Subsequent Event [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Intended investment | $ 3,125,000 | ||||||
Clinical trail costs percentage | 25% | ||||||
Resolution Rx [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Effective Income Tax Rate Reconciliation, Deduction, Percent | 43.50% | ||||||
Effective Income Tax Rate Reconciliation, Percent | 80% |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,065,762,525 | 124,899,200 |
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 | 661,179,985 | 49,287,033 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 395,383,183 | 66,345,298 |
Common Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 9,199,356 | 9,266,868 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Number of stock grants | 0 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 0 | 0 |
Unrecognized tax benefits | $ 0 | |
Warrant [Member] | ||
Warrants issued as compensation | 0 | 0 |
Schedule of Convertible Notes O
Schedule of Convertible Notes Outstanding (Details) | 3 Months Ended | |
Mar. 31, 2023 USD ($) | ||
Convertible Notes Payable One [Member] | ||
Short-Term Debt [Line Items] | ||
Original Principal Amount | $ 75,000 | |
Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Original Principal Amount | 1,302,834 | |
Original aggregate DIC, OID, Wts, CNC and BCF | (971,673) | |
Cumulative amortization of DIC, OID, Wts, CS and BCF | 966,907 | |
Accrued coupon interest | 288,302 | |
Repayment by conversion | (286,092) | |
Balance sheet carrying amount inclusive of accrued interest | $ 1,300,278 | |
November 5, 2014 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | Sep. 15, 2016 | [1] |
Original Principal Amount | $ 25,000 | |
Interest rate | 10% | |
Original aggregate DIC, OID, Wts, CNC and BCF | ||
Cumulative amortization of DIC, OID, Wts, CS and BCF | ||
Accrued coupon interest | 31,619 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | $ 56,619 | |
November 5, 2014 One [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | Sep. 15, 2016 | [1] |
Original Principal Amount | $ 25,000 | |
Interest rate | 10% | |
Original aggregate DIC, OID, Wts, CNC and BCF | ||
Cumulative amortization of DIC, OID, Wts, CS and BCF | ||
Accrued coupon interest | 31,619 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | $ 56,619 | |
November 5, 2014 Two [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | Sep. 15, 2016 | [1] |
Original Principal Amount | $ 25,000 | |
Interest rate | 12% | |
Original aggregate DIC, OID, Wts, CNC and BCF | ||
Cumulative amortization of DIC, OID, Wts, CS and BCF | ||
Accrued coupon interest | 40,264 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | 65,264 | |
Convertible Notes Payable One [Member] | ||
Short-Term Debt [Line Items] | ||
Original aggregate DIC, OID, Wts, CNC and BCF | ||
Cumulative amortization of DIC, OID, Wts, CS and BCF | ||
Accrued coupon interest | 103,502 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | $ 178,502 | |
December 31, 2018 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | Feb. 28, 2019 | [2] |
Original Principal Amount | $ 25,000 | |
Interest rate | 10% | |
Original aggregate DIC, OID, Wts, CNC and BCF | ||
Cumulative amortization of DIC, OID, Wts, CS and BCF | ||
Accrued coupon interest | 12,995 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | $ 37,995 | |
January 2, 2019 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | Feb. 28, 2019 | [2] |
Original Principal Amount | $ 10,000 | |
Interest rate | 10% | |
Original aggregate DIC, OID, Wts, CNC and BCF | ||
Cumulative amortization of DIC, OID, Wts, CS and BCF | ||
Accrued coupon interest | 5,243 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | 15,243 | |
Convertible Notes Payable Two [Member] | ||
Short-Term Debt [Line Items] | ||
Original Principal Amount | 35,000 | |
Original aggregate DIC, OID, Wts, CNC and BCF | ||
Cumulative amortization of DIC, OID, Wts, CS and BCF | ||
Accrued coupon interest | 18,238 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | $ 53,238 | |
May 17, 2019 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | May 17, 2020 | [3] |
Original Principal Amount | $ 50,000 | |
Interest rate | 10% | |
Original aggregate DIC, OID, Wts, CNC and BCF | $ (50,000) | |
Cumulative amortization of DIC, OID, Wts, CS and BCF | 50,000 | |
Accrued coupon interest | 5,001 | |
Repayment by conversion | (52,253) | |
Balance sheet carrying amount inclusive of accrued interest | $ 2,748 | |
July 28, 2020 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | Jun. 30, 2022 | [3] |
Original Principal Amount | $ 53,000 | |
Interest rate | 8% | |
Original aggregate DIC, OID, Wts, CNC and BCF | $ (13,000) | |
Cumulative amortization of DIC, OID, Wts, CS and BCF | 13,000 | |
Accrued coupon interest | 10,463 | |
Repayment by conversion | (16,247) | |
Balance sheet carrying amount inclusive of accrued interest | $ 47,216 | |
February 17, 2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | Jun. 17, 2022 | [3] |
Original Principal Amount | $ 112,000 | |
Interest rate | 10% | |
Original aggregate DIC, OID, Wts, CNC and BCF | $ (112,000) | |
Cumulative amortization of DIC, OID, Wts, CS and BCF | 112,000 | |
Accrued coupon interest | 12,685 | |
Repayment by conversion | (80,000) | |
Balance sheet carrying amount inclusive of accrued interest | $ 44,685 | |
April 1, 2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | Jul. 31, 2022 | [3] |
Original Principal Amount | $ 112,500 | |
Interest rate | 10% | |
Original aggregate DIC, OID, Wts, CNC and BCF | $ (112,500) | |
Cumulative amortization of DIC, OID, Wts, CS and BCF | 112,500 | |
Accrued coupon interest | 30,353 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | $ 142,853 | |
May 3, 2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | Jul. 31, 2022 | [3] |
Original Principal Amount | $ 150,000 | |
Interest rate | 10% | |
Original aggregate DIC, OID, Wts, CNC and BCF | $ (150,000) | |
Cumulative amortization of DIC, OID, Wts, CS and BCF | 150,000 | |
Accrued coupon interest | ||
Repayment by conversion | (150,000) | |
Balance sheet carrying amount inclusive of accrued interest | ||
May 10, 2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | Aug. 10, 2022 | [3] |
Original Principal Amount | $ 150,000 | |
Interest rate | 10% | |
Original aggregate DIC, OID, Wts, CNC and BCF | $ (150,000) | |
Cumulative amortization of DIC, OID, Wts, CS and BCF | 150,000 | |
Accrued coupon interest | 24,107 | |
Repayment by conversion | (13,213) | |
Balance sheet carrying amount inclusive of accrued interest | $ 160,894 | |
June 30, 2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | Jun. 29, 2022 | [3] |
Original Principal Amount | $ 115,000 | |
Interest rate | 10% | |
Original aggregate DIC, OID, Wts, CNC and BCF | $ (115,000) | |
Cumulative amortization of DIC, OID, Wts, CS and BCF | 115,000 | |
Accrued coupon interest | 28,192 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | $ 143,192 | |
August 31, 2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | Aug. 31, 2022 | [3] |
Original Principal Amount | $ 115,000 | |
Interest rate | 10% | |
Original aggregate DIC, OID, Wts, CNC and BCF | $ (109,675) | |
Cumulative amortization of DIC, OID, Wts, CS and BCF | 109,675 | |
Accrued coupon interest | 18,180 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | $ 133,180 | |
October 7, 2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | Oct. 07, 2022 | [3] |
Original Principal Amount | $ 115,000 | |
Interest rate | 10% | |
Original aggregate DIC, OID, Wts, CNC and BCF | $ (96,705) | |
Cumulative amortization of DIC, OID, Wts, CS and BCF | 96,705 | |
Accrued coupon interest | 17,014 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | $ 132,014 | |
December 23, 2021 Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | Jun. 21, 2022 | [3] |
Original Principal Amount | $ 87,000 | |
Interest rate | 10% | |
Original aggregate DIC, OID, Wts, CNC and BCF | $ (36,301) | |
Cumulative amortization of DIC, OID, Wts, CS and BCF | 36,301 | |
Accrued coupon interest | 11,505 | |
Repayment by conversion | 25,621 | |
Balance sheet carrying amount inclusive of accrued interest | $ 124,126 | |
April 14, 2022 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | Apr. 14, 2023 | [3] |
Original Principal Amount | $ 27,778 | |
Interest rate | 10% | |
Original aggregate DIC, OID, Wts, CNC and BCF | $ (15,936) | |
Cumulative amortization of DIC, OID, Wts, CS and BCF | 15,325 | |
Accrued coupon interest | 2,671 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | $ 29,838 | |
August 22, 2022 One [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | May 31, 2023 | [3] |
Original Principal Amount | $ 66,667 | |
Interest rate | 10% | |
Original aggregate DIC, OID, Wts, CNC and BCF | $ (6,667) | |
Cumulative amortization of DIC, OID, Wts, CS and BCF | 4,037 | |
Accrued coupon interest | 4,036 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | $ 68,073 | |
August 22, 2022 Two [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | May 31, 2023 | [3] |
Original Principal Amount | $ 22,222 | |
Interest rate | 10% | |
Original aggregate DIC, OID, Wts, CNC and BCF | $ (2,222) | |
Cumulative amortization of DIC, OID, Wts, CS and BCF | 1,345 | |
Accrued coupon interest | 1,346 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | $ 22,691 | |
August 22, 2022 Three [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | May 31, 2023 | [3] |
Original Principal Amount | $ 16,667 | |
Interest rate | 10% | |
Original aggregate DIC, OID, Wts, CNC and BCF | $ (1,667) | |
Cumulative amortization of DIC, OID, Wts, CS and BCF | 1,019 | |
Accrued coupon interest | 1,009 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | 17,028 | |
Convertible Notes Payable Three [Member] | ||
Short-Term Debt [Line Items] | ||
Original Principal Amount | 1,192,834 | |
Original aggregate DIC, OID, Wts, CNC and BCF | (971,673) | |
Cumulative amortization of DIC, OID, Wts, CS and BCF | 966,907 | |
Accrued coupon interest | 166,562 | |
Repayment by conversion | (286,092) | |
Balance sheet carrying amount inclusive of accrued interest | $ 1,068,538 | |
[1]These convertible notes were sold to investors in 2014 and 2015 (“Original Convertible Notes) and have a fixed interest rate of 10% 12% 1,545 65,264 40,264 35,000 18,238 0.0015 |
Schedule of Convertible Notes_2
Schedule of Convertible Notes Outstanding (Details) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Original Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Fixed interest rate | 10% | |
Conversion of common stock | 1,545 | |
Convertible notes | $ 65,264 | |
Accrued interest | $ 40,264 | |
Original Convertible Notes [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Fixed interest rate | 12% | |
Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Accrued interest | $ 288,302 | $ 252,881 |
Convertible Notes Payable [Member] | Single Investor [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes | 35,000 | |
Accrued interest | $ 18,238 | |
Fourteen Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Common stock, per share | $ 0.0015 |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable (Details) - SY Corporation [Member] | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 25, 2012 USD ($) | Jun. 25, 2012 KRW (₩) |
Principal amount of note payable | $ 399,774 | $ 399,774 | $ 400,000 | ₩ 465,000,000 |
Accrued interest payable | 519,159 | 507,330 | ||
Foreign currency transaction adjustment | (101,226) | (73,641) | ||
Total note payable | $ 817,707 | $ 833,463 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | 1 Months Ended | 3 Months Ended | ||||||
Jun. 25, 2012 USD ($) | May 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | May 10, 2023 USD ($) | Apr. 17, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 25, 2012 KRW (₩) | |
Short-Term Debt [Line Items] | ||||||||
Interest expense | $ 67,272 | $ 259,647 | ||||||
Nine Monthly Installments [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt periodic payments | $ 8,900 | |||||||
Subsequent Event [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Borrowed face amount | $ 18,050 | $ 18,050 | ||||||
Other Short-Term Notes Payable [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Interest rate percentage | 8.99% | |||||||
Insurance premium | $ 96,408 | |||||||
Short-term notes payable | 96,408 | $ 15,847 | ||||||
Other Short-Term Notes Payable [Member] | Subsequent Event [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Insurance deposits paid | $ 19,228 | |||||||
Dr Lippa [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Notes payable, advances and accrued interest | 408,243 | |||||||
Dr Manuso [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Notes payable, advances and accrued interest | 231,310 | |||||||
Dr Arnold S Lippa [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Interest expense | 3,671 | 3,338 | ||||||
Dr.James S Manusos [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Interest expense | 5,566 | 5,060 | ||||||
SY Corporation [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Borrowed face amount | $ 400,000 | 399,774 | $ 399,774 | ₩ 465,000,000 | ||||
Interest rate percentage | 12% | 12% | ||||||
Maturity date | Jun. 25, 2013 | |||||||
Interest expense | $ 11,829 | $ 11,829 |
Settlement and Payment Agreem_2
Settlement and Payment Agreements (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Mar. 14, 2023 | Mar. 28, 2022 | Sep. 14, 2021 | Sep. 14, 2021 | Aug. 01, 2021 | May 29, 2020 | Feb. 21, 2020 | Jan. 18, 2017 | Mar. 31, 2023 | Dec. 31, 2021 | Feb. 15, 2023 | Dec. 31, 2022 | Dec. 30, 2022 | Dec. 15, 2022 | Aug. 01, 2022 | Mar. 31, 2022 | Jan. 31, 2022 | Nov. 30, 2021 | Apr. 29, 2021 | Feb. 26, 2018 | |
Debt Instrument [Line Items] | ||||||||||||||||||||
Accounts payable | $ 5,952,016 | $ 5,724,390 | ||||||||||||||||||
Sharp Clinical Services Inc [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Late payment fees | $ 103,890 | |||||||||||||||||||
Loss contingency, value | $ 104,217 | |||||||||||||||||||
Payments for legal settlements | $ 75,000 | $ 10,000 | ||||||||||||||||||
Payments for fees | $ 415 | |||||||||||||||||||
Sharp Clinical Services Inc [Member] | Related Party [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Due to related parties, current | 53,568 | |||||||||||||||||||
Salamandra LLC [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Attorneys fees and cost | $ 47,937 | |||||||||||||||||||
Percentage of accrued interest | 4.50% | |||||||||||||||||||
Accrued interest | 39,552 | |||||||||||||||||||
Salamandra LLC [Member] | Related Party [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Due to related parties, current | $ 146,082 | |||||||||||||||||||
Investment Banking Services [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Accrued expenses | $ 225,000 | |||||||||||||||||||
Second Amendment [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Investment owned, face amount | 200,000 | 200,000 | $ 100,000 | |||||||||||||||||
Notes payable | $ 75,000 | |||||||||||||||||||
Percentage of royalty on net sales | 4% | |||||||||||||||||||
Second Amendment [Member] | Minimum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes payable | $ 10,000 | |||||||||||||||||||
Settlement Agreement [Member] | Former Legal Counsel [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Investment owned, face amount | $ 250,000 | $ 2,608,914 | ||||||||||||||||||
Notes payable | $ 350,000 | |||||||||||||||||||
Accounts payable | 2,608,914 | |||||||||||||||||||
Employment Agreement Termination And Separation Agreement [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes payable | $ 789,267 | |||||||||||||||||||
Payment and Settlement Agreement [Member] | Convertible Notes Payable [Member] | University of California Innovation and Entrepreneurship [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes payable | $ 175,000 | $ 234,657 | ||||||||||||||||||
Agreed payment value | $ 10,000 | |||||||||||||||||||
Accounts payable | 234,657 | |||||||||||||||||||
Payment of debt | 234,657 | |||||||||||||||||||
Sharp Settlement Agreement [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Repayments of related party debt | $ 30,000 | |||||||||||||||||||
DNA Healthlink Settlement Agreement [Member] | DNA Healthlink Inc [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes payable | $ 390,000 | $ 390,000 | ||||||||||||||||||
Unpaid accounts payable | 410,000 | 410,000 | ||||||||||||||||||
Gain on vendor settlement | 62,548 | |||||||||||||||||||
Settlement payment | $ 8,000 | $ 8,000 | ||||||||||||||||||
Long term liabilities | $ 174,000 | |||||||||||||||||||
DNA Healthlink Settlement Agreement [Member] | DNA Healthlink Inc [Member] | November 15, 2021 [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Periodic payment amount | $ 8,000 | |||||||||||||||||||
DNA Healthlink Settlement Agreement [Member] | DNA Healthlink Inc [Member] | November 15, 2022 [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Periodic payment amount | 10,000 | |||||||||||||||||||
DNA Healthlink Settlement Agreement [Member] | DNA Healthlink Inc [Member] | November 15, 2023 [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Periodic payment amount | 15,000 | |||||||||||||||||||
DNA Healthlink Settlement Agreement [Member] | DNA Healthlink Inc [Member] | November 15, 2024 [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Periodic payment amount | $ 14,000 | |||||||||||||||||||
DNA Healthlink Settlement Agreement [Member] | Upfront Fees [Member] | DNA Healthlink Inc [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Payments for fees | $ 15,000,000 |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||||
Number of Shares, Warrants outstanding, Beginning balance | 419,683,183 | 59,420,298 | 59,420,298 | |
Weighted Average Exercise Price, Warrants outstanding, Beginning balance | $ 0.0074 | $ 0.0718 | $ 0.0718 | |
Weighted Average Remaining Contractual Life, Warrants Outstanding | 3 years 2 months 1 day | 3 years 26 days | 3 years 3 months 10 days | 3 years 3 months 29 days |
Number of Shares. Warrants Exercised | (24,300,000) | |||
Weighted Average Exercise Price, Warrants Exercised | $ 0.0015 | |||
Number of Shares, Warrants Issued | ||||
Weighted Average Exercise Price, Warrants Issued | ||||
Number of Shares, Warrants Expired | ||||
Weighted Average Exercise Price, Warrants Expired | ||||
Number of Shares, Warrants outstanding, Ending balance | 395,383,183 | 59,420,298 | 419,683,183 | 59,420,298 |
Weighted Average Exercise Price, Warrants outstanding, Ending balance | $ 0.0076 | $ 0.0718 | $ 0.0074 | $ 0.0718 |
Schedule of Exercise Prices of
Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable (Details) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrants, Exercise Price | $ 0.0039 | $ 0.01 | ||
Warrants, Outstanding (Shares) | 395,383,183 | 419,683,183 | 59,420,298 | 59,420,298 |
Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrants, Outstanding and Exercisable (Shares) | 395,383,183 | |||
Warrants, Outstanding (Shares) | 59,420,298 | |||
Warrants, Exercisable (Shares) | 59,420,298 | |||
Exercise Price Range One [Member] | Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrants, Exercise Price | $ 0.0015 | $ 0.016 | ||
Warrants, Outstanding and Exercisable (Shares) | 369,582,308 | |||
Expiration Date | May 17, 2022 | |||
Warrants, Outstanding (Shares) | 2,212,500 | |||
Warrants, Exercisable (Shares) | 2,212,500 | |||
Exercise Price Range One [Member] | Warrant [Member] | Minimum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Expiration Date | Sep. 30, 2023 | |||
Exercise Price Range One [Member] | Warrant [Member] | Maximum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Expiration Date | Apr. 14, 2027 | |||
Exercise Price Range Two [Member] | Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrants, Exercise Price | $ 0.0389 | $ 0.020 | ||
Warrants, Outstanding and Exercisable (Shares) | 208,227 | |||
Expiration Date | May 10, 2026 | |||
Warrants, Outstanding (Shares) | 31,302,273 | |||
Warrants, Exercisable (Shares) | 31,302,273 | |||
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. 07, 2026 | |||
Exercise Price Range Three [Member] | Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrants, Exercise Price | $ 0.0470 | $ 0.0389 | ||
Warrants, Outstanding and Exercisable (Shares) | 172,341 | |||
Expiration Date | May 03, 2026 | May 10, 2026 | ||
Warrants, Outstanding (Shares) | 208,227 | |||
Warrants, Exercisable (Shares) | 208,227 | |||
Exercise Price Range Four [Member] | Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrants, Exercise Price | $ 0.0700 | $ 0.047 | ||
Warrants, Outstanding and Exercisable (Shares) | 25,377,426 | |||
Expiration Date | Sep. 30, 2023 | May 03, 2026 | ||
Warrants, Outstanding (Shares) | 172,341 | |||
Warrants, Exercisable (Shares) | 172,341 | |||
Exercise Price Range Five [Member] | Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrants, Exercise Price | $ 15 | $ 0.070 | ||
Warrants, Outstanding and Exercisable (Shares) | 19,000 | |||
Expiration Date | Dec. 30, 2023 | Sep. 30, 2023 | ||
Warrants, Outstanding (Shares) | 25,377,426 | |||
Warrants, Exercisable (Shares) | 25,377,426 | |||
Exercise Price Range Six [Member] | Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Warrants, Exercise Price | $ 15.7500 | |||
Warrants, Outstanding and Exercisable (Shares) | 23,881 | |||
Expiration Date | Apr. 30, 2023 | |||
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, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Number of Shares, Options outstanding, Beginning balance | 9,199,356 | |
Weighted Average Exercise Price, Options outstanding, Beginning balance | $ 0.592 | |
Weighted Average Remaining Contractual Life, Options outstanding | 2 years 8 months 26 days | 3 years 8 months 26 days |
Number of Shares, Options Granted | ||
Weighted Average Exercise Price, Options Granted | ||
Number of Shares, Options Expired | ||
Weighted Average Exercise Price, Options Expired | ||
Number of Shares, Options outstanding, Ending balance | 9,199,356 | 9,199,356 |
Weighted Average Exercise Price, Options outstanding, Ending balance | $ 0.592 |
Schedule of Exercise Prices o_2
Schedule of Exercise Prices of Common Stock Options Outstanding and Exercisable (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding (Shares) | 9,199,356 |
Options Exercisable (Shares) | 9,199,356 |
Exercise Price Range One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [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 |
Exercise Price Range Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [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 |
Exercise Price Range Three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [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 |
Exercise Price Range Four [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding (Shares) | 254,912 |
Options Exercisable (Shares) | 254,912 |
Exercise Price Range Four [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Exercise Price | $ / shares | $ 7 |
Options, Expiration Date | Apr. 05, 2023 |
Exercise Price Range Four [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Exercise Price | $ / shares | $ 159.25 |
Options, Expiration Date | Dec. 09, 2027 |
Stockholders_ Deficiency (Detai
Stockholders’ Deficiency (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Apr. 12, 2023 | Apr. 03, 2023 | Apr. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||
Preferred stock shares authorised | 5,000,000 | |||||
Preferred stock par value | $ 0.001 | |||||
Number of shares available for issuance | ||||||
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 outstanding | 144,326,672 | 125,544,276 | ||||
Common stock available for future issuances | 776,233,719 | |||||
Number of warrants Expired | ||||||
Number of options expired | ||||||
Exercise price of warrants | $ 0.0039 | $ 0.01 | ||||
Common stock, shares issued | 144,326,672 | 125,544,276 | ||||
Number of shares issued upon exercise of outstanding warrants | 9,199,356 | 9,199,356 | ||||
Debt conversion shares issuable | 661,179,985 | |||||
Class of warrant or right outstanding not yet occurred | 395,383,183 | |||||
2014 Equity Plan [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share based compensation arrangement by share based payment award number of shares available for grant | 6,325 | |||||
2015 Stock and Stock Option Plan [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares available for issuance | 13,670,110 | |||||
2015 Equity Plan [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares available for issuance | 13,670,110 | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock available for future issuances | 1,079,439,609 | |||||
Stock issued on the cashless basis | 18,782,396 | |||||
In-The-Money Common Stock Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants exercised | 369,582,308 | |||||
In-The-Money Common Stock Warrants [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants exercised | 24,300,000 | |||||
In-The-Money Common Stock Options [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share price | $ 0.0039 | |||||
Exercisable in money common stock options | 0 | |||||
Subsequent Event [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants exercised | 23,881 | |||||
Number of options expired | 31,039 | |||||
Exercise price of warrants | $ 15.75 | |||||
Subsequent Event [Member] | Options Held [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of options expired | 31,039 | |||||
Subsequent Event [Member] | Warrant [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of warrants Expired | 23,881 | |||||
Series B Convertible Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock shares authorised | 37,500 | 37,500 | ||||
Preferred stock par value | $ 0.001 | $ 0.001 | ||||
Preferred Stock, Shares Issued | 37,500 | 37,500 | ||||
Preferred stock liquidation preference value | $ 25,001 | $ 25,001 | ||||
Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Convertible preferred stock | 1 | 1 | ||||
Preferred stock liquidation preference value | $ 25,001 | $ 25,001 | ||||
Series B Preferred Stock [Member] | May 1991 Private Placement [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred Stock, Shares Issued | 37,500 | 37,500 | ||||
Series H Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares available for issuance | 1,376 | |||||
Series J Preferred Stock [Member] | Subsequent Event [Member] | ||||||
Class of Stock [Line Items] | ||||||
Dividend rate | 8% | 8% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Aurora Capital LLC [Member] | |
Related Party Transaction [Line Items] | |
Services provided | $ 96,000 |
Summary of Current Cash Commitm
Summary of Current Cash Commitments in Employee Agreements (Details) - Forecast [Member] | 6 Months Ended |
Sep. 30, 2023 USD ($) | |
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) | Mar. 31, 2023 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total | $ 423,285 | |
2023 | 368,285 | |
2024 | 10,000 | |
2025 | 15,000 | |
2026 | 15,000 | |
2027 | 15 | |
Licensing Agreements [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total | 92,685 | |
2023 | 37,685 | |
2024 | 10,000 | |
2025 | 15,000 | |
2026 | 15,000 | |
2027 | 15,000 | |
Employment Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total | 330,600 | [1] |
2023 | 330,600 | [1] |
2024 | [1] | |
2025 | [1] | |
2026 | [1] | |
2027 | [1] | |
[1]The payment of certain of such amounts has been deferred indefinitely, as described above in “Employment Agreements.” |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2021 | Jul. 12, 2021 | Jun. 30, 2015 | Jun. 27, 2014 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Commitments [Line Items] | ||||||||
Purchase commitment, remaining minimum amount committed | $ 75,000 | |||||||
Agreement termination | Jun. 30, 2022 | |||||||
Accounts payable | $ 5,952,016 | $ 5,724,390 | ||||||
Commercial sale of product | 350,000 | |||||||
Principal cash obligations and commitments | 423,285 | |||||||
First Timed Payments [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Research and Development during period | 150,000 | |||||||
Second Timed Payments [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Research and Development during period | 200,000 | |||||||
Minimum Amount Eliminated [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Accounts Payable And Accrued Expenses | $ 0 | |||||||
Three Installments [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Purchase commitment, remaining minimum amount committed | $ 25,000 | |||||||
David Dickason [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Working hour rate per hours | 250 | $ 250 | ||||||
Consulting Agreement [Member] | Richard Purcell [Member] | DNA Healthlink Inc [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Service fee per hour | 250 | |||||||
Milwaukee Outreach Services Agreement [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Accounts payable | 50,000 | |||||||
University Of Illinois 2014 Exclusive License Agreement [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
License fees | $ 25,000 | |||||||
Outstanding patent costs | $ 15,840 | |||||||
Percentage of royalty on net sale | 4% | 4% | ||||||
Percentage of payment on sub licensee revenue | 12.50% | |||||||
Royalty expense | $ 100,000 | $ 100,000 | ||||||
Royalty due date | May 31, 2022 | |||||||
Charge to operations with royalty obligation | 0 | $ 25,000 | $ 0 | $ 100,000 | ||||
University Of Illinois 2014 Exclusive License Agreement [Member] | Due Within Five Days After Dosing of First Patient Phase Two Human Clinical Trial [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Payments for rent | 10,000 | |||||||
University Of Illinois 2014 Exclusive License Agreement [Member] | Due Within Five Days After Dosing of First Patient Phase Three Human Clinical Trial [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Payments for rent | 150,000 | |||||||
University Of Illinois 2014 Exclusive License Agreement [Member] | Due Within Five Days After First New Drug Application Filing [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Payments for rent | 500,000 | |||||||
University Of Illinois 2014 Exclusive License Agreement [Member] | Due Within Twelve Months of First Commercial Sale Member [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Payments for rent | 1,000,000 | |||||||
2014 License Agreement [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Minimum annual royalty obligation | $ 100,000 | |||||||
Commercial Product Sale | 400,000 | |||||||
2014 License Agreement [Member] | After First Year [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Commercial Product Sale | 250,000 | |||||||
University Of Illinois 2014 Exclusive License Agreement Three [Member] | Due Within Five Days After Dosing of First Patient Phase Three Human Clinical Trial [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Payments for rent | $ 350,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||||||
May 18, 2023 | May 10, 2023 | Apr. 17, 2023 | Apr. 12, 2023 | Apr. 03, 2023 | Apr. 30, 2023 | Mar. 31, 2023 | May 17, 2023 | May 16, 2023 | May 11, 2023 | Apr. 28, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Preferred stock value | $ 21,703 | $ 21,703 | |||||||||||
Options expired | |||||||||||||
Warrants exercise price | $ 0.0039 | $ 0.01 | |||||||||||
Liabilities | $ 12,406,270 | $ 11,903,101 | |||||||||||
Subsequent Event [Member] | |||||||||||||
Original Principal Amount | $ 18,050 | $ 18,050 | |||||||||||
Conversion fees | 1,000 | 1,000 | |||||||||||
Debt conversion instrument amount | $ 19,050 | $ 19,050 | |||||||||||
Debt conversion price | $ 0.015 | $ 0.015 | |||||||||||
Exchange of advance for promissory notes | $ 25,000 | ||||||||||||
Warrants expired | 23,881 | ||||||||||||
Options expired | 31,039 | ||||||||||||
Warrants exercise price | $ 15.75 | ||||||||||||
Options exercise price | $ 11.20 | ||||||||||||
Subsequent Event [Member] | Cantheon Capital [Member] | |||||||||||||
Investments | $ 3,125,000 | ||||||||||||
[custom:ResearchAndDevelopmentClinicalTrailCostsPercentage] | 25% | ||||||||||||
Common Stock, Conversion Basis | convertible at the option of the holder into Ordinary Shares of ResolutionRx on a 1:1 basis | ||||||||||||
Subsequent Event [Member] | Viridian Capital Advisorsl [Member] | Minimum [Member] | |||||||||||||
Deposit | $ 35,000 | ||||||||||||
Subsequent Event [Member] | Interim President Interim Chief Executive Officer And Chief Scientific Officer [Member] | |||||||||||||
Advances from vendors | $ 81,500 | $ 81,500 | |||||||||||
Subsequent Event [Member] | Director and Officer [Member] | |||||||||||||
Advances from vendors | $ 28,128 | ||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 12,700,000 | ||||||||||||
Subsequent Event [Member] | Parent [Member] | |||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 12,700,000 | ||||||||||||
Series I Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||
Dividend rate | 8% | ||||||||||||
Preferred stock shares | 3,500 | ||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||
Preferred stock value | $ 100 | ||||||||||||
Appreciated price | $ 0.02 | ||||||||||||
Redemption settlement terms description | multiplied by the number of shares of Common Stock corresponding to the number of Series I Preferred Shares divided by the Series I Base Measurement Price ($0.0015), multiplied by the Series I Preferred Stock Stated Value. A Series I Eligible Payment Event shall include: (i) any license, sublicense, joint venture or similar transaction resulting in an upfront payment of at least $15,000,000.00, or (ii) any milestone payment with respect to research and development of at least $15,000,000.00, or (iii) receipt of royalties in any one year of at least $15,000,000.00 or (iv) any event resulting in the Company’s receipt of an amount deemed by the Company’s Board of Directors to be establish a Series I Eligible Payment Event. | ||||||||||||
Series J Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||
Dividend rate | 8% | 8% | |||||||||||
Preferred stock shares | 15,000 | ||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||
Preferred stock value | $ 100 | ||||||||||||
Redemption settlement terms description | multiplied by the number of shares of Common Stock corresponding to the number of Series J Preferred Shares divided by the Series J Base Measurement Price ($0.006), subject to certain adjustments, multiplied by the Series J Preferred Stock Stated Value. A Series J Eligible Payment Event shall include: (i) any license, sublicense, joint venture or similar transaction resulting in an upfront payment of at least $20,000,000.00, or (ii) any milestone payment with respect to research and development of at least $20,000,000.00, or (iii) receipt of royalties in any one year of at least $20,000,000.00 or (iv) any event resulting in the Corporation’s receipt of an amount deemed by the Corporation’s Board of Directors to be establish a Series J Eligible Payment Event. | ||||||||||||
Series J Preferred Stock [Member] | Subsequent Event [Member] | Settlement Agreement [Member] | |||||||||||||
Accrued liabilities | $ 570,000 | ||||||||||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | Cannabinoid Program [Member] | Cantheon Capital [Member] | |||||||||||||
Percentage of value of net asset | 90% | ||||||||||||
Liabilities | $ 250,000 |