Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 18, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
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 | 275,728,647 | |
Entity Information, Former Legal or Registered Name | Not applicable |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 7,321 | $ 88 |
Deferred financing costs | 6,661 | |
Prepaid research and development | 50,105 | |
Prepaid expenses | 77,189 | 22,693 |
Total current assets | 141,276 | 22,781 |
Total assets | 141,276 | 22,781 |
Current liabilities: | ||
Accounts payable and accrued expenses, including amounts owed to related parties (Note 5) | 5,889,542 | 5,724,390 |
Accrued compensation and related expenses | 3,446,608 | 3,296,008 |
Convertible notes payable, currently due and payable on demand, including accrued interest of $381,026 and $252,881 at June 30, 2023 and December 31, 2022 (Note 4) | 1,289,854 | 1,258,315 |
Other short-term notes payable | 60,483 | 15,847 |
Total current liabilities | 12,209,628 | 11,729,101 |
Long-term liabilities | ||
Long-term accounts payable associated with payment settlement agreements, net of current portion included in accounts payable at June 30, 2023 and December 31, 2022 (Note 5) | 74,000 | 174,000 |
Total long-term liabilities | 74,000 | 174,000 |
Total liabilities | 12,283,628 | 11,903,101 |
Stockholders’ deficiency: (Note 6) | ||
Common stock, $0.001 par value; shares authorized: 2,000,000,000; shares issued and outstanding: 220,728,647 outstanding at June 30, 2023 and 125,544,276 at December 31, 2022, respectively | 220,729 | 125,544 |
Additional paid-in capital | 164,133,404 | 164,030,289 |
Accumulated deficit | (177,168,949) | (176,057,856) |
Total stockholders’ deficiency | (12,142,352) | (11,880,320) |
Total liabilities and stockholders’ deficiency | 141,276 | 22,781 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders’ deficiency: (Note 6) | ||
Preferred stock, value | 21,703 | 21,703 |
Series I 8% Redeemable Preferred Stock [Member] | ||
Stockholders’ deficiency: (Note 6) | ||
Preferred stock, value | 70,891 | |
Series J 8% Redeemable Preferred Stock [Member] | ||
Stockholders’ deficiency: (Note 6) | ||
Preferred stock, value | 579,870 | |
SY Corporation [Member] | ||
Current liabilities: | ||
Notes payable | 819,738 | 833,463 |
Officer [Member] | ||
Current liabilities: | ||
Notes payable | 466,465 | 375,334 |
Former Officer [Member] | ||
Current liabilities: | ||
Notes payable | $ 236,938 | $ 225,744 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 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 | 220,728,647 | 125,544,276 |
Common stock, shares outstanding | 220,728,647 | 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 issued | 37,500 | 37,500 |
Preferred stock, shares outstanding | 37,500 | 37,500 |
Preferred stock, conversion price | $ 0.000030 | $ 0.000030 |
Series I 8% Redeemable Preferred Stock [Member] | ||
Preferred stock, par value | 0.001 | 0.001 |
Preferred stock, liquidation preference per share | $ 100 | $ 100 |
Preferred stock, shares authorized | 3,500 | 3,500 |
Preferred stock, shares issued | 709 | 709 |
Preferred stock, shares outstanding | 709 | 709 |
Series J 8% Redeemable Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, liquidation preference per share | $ 100 | $ 100 |
Preferred stock, shares authorized | 15,000 | 15,000 |
Preferred stock, shares issued | 5,799 | 5,799 |
Preferred stock, shares outstanding | 5,799 | 5,799 |
SY Corporation [Member] | ||
Accrued interest | $ 531,251 | $ 507,330 |
Convertible Notes Payable [Member] | ||
Accrued interest | $ 381,026 | $ 252,881 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating expenses: | ||||
General and administrative, including related parties | $ 367,644 | $ 211,376 | $ 659,562 | $ 707,170 |
Research and development, including related parties | 98,215 | 141,099 | 196,640 | 262,257 |
Total operating expenses | 465,859 | 352,475 | 856,202 | 969,427 |
Loss from operations | (465,859) | (352,475) | (856,202) | (969,427) |
Interest expense, including related parties | (225,049) | (179,521) | (292,321) | (439,169) |
Foreign currency transaction gain | 9,878 | 51,708 | 37,430 | 68,145 |
Net loss | (681,030) | (480,288) | (1,111,093) | (1,340,451) |
Dividends on preferred stock and deemed dividends associated with most-favored nation provisions of convertible notes | (10,761) | (351,738) | (10,761) | (351,738) |
Net loss attributable to common stockholders | $ (691,791) | $ (832,026) | $ (1,121,854) | $ (1,692,189) |
Net loss per common share - basic | $ (0.004) | $ (0.008) | $ (0.007) | $ (0.017) |
Net loss per common share - diluted | $ (0.004) | $ (0.008) | $ (0.007) | $ (0.017) |
Net loss per common share - basic | 168,213,521 | 106,081,803 | 158,402,599 | 102,010,657 |
Net loss per common share - diluted | 168,213,521 | 106,081,803 | 158,402,599 | 102,010,657 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficiency (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Balance | $ (12,310,383) | $ (11,880,320) | $ (10,867,921) | $ (10,007,758) | $ (11,880,320) | $ (10,007,758) |
Issuance of common stock upon cashless exercise of warrants | 0 | 0 | ||||
Warrant value for issuance of convertible note | 25,000 | |||||
Net loss | (681,030) | (430,063) | (480,288) | (860,163) | (1,111,093) | (1,340,451) |
Issuance of Series I Preferred Stock | 70,000 | |||||
Accrued dividends on Series I Preferred Stock | 0 | |||||
Issuance of Series J Preferred Stock | 570,000 | |||||
Accrued dividends on Series J Preferred Stock | 0 | |||||
Issuance of common stock upon convertible notes conversions | 84,061 | 191,750 | ||||
Warrant issuances with respect to Demand Promissory Notes | 125,000 | |||||
Balance | (12,142,352) | (12,310,383) | (11,131,459) | (10,867,921) | (12,142,352) | (11,131,459) |
Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | ||||||
Balance | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 |
Balance, shares | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 |
Issuance of common stock upon cashless exercise of warrants | ||||||
Warrant value for issuance of convertible note | ||||||
Net loss | ||||||
Issuance of Series I Preferred Stock | ||||||
Accrued dividends on Series I Preferred Stock | ||||||
Issuance of Series J Preferred Stock | ||||||
Accrued dividends on Series J Preferred Stock | ||||||
Issuance of common stock upon convertible notes conversions | ||||||
Warrant issuances with respect to Demand Promissory Notes | ||||||
Balance | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 |
Balance, shares | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 |
Preferred Stock [Member] | Series I 8% Redeemable Preferred Stock [Member] | ||||||
Balance | ||||||
Balance, shares | ||||||
Issuance of common stock upon cashless exercise of warrants | ||||||
Warrant value for issuance of convertible note | ||||||
Net loss | ||||||
Issuance of Series I Preferred Stock | $ 70,000 | |||||
Issuance of Series I Preferred Stock, shares | 700 | |||||
Accrued dividends on Series I Preferred Stock | $ 891 | |||||
Accrued dividends on Series I Preferred Stock shares | 9 | |||||
Issuance of Series J Preferred Stock | ||||||
Accrued dividends on Series J Preferred Stock | ||||||
Issuance of common stock upon convertible notes conversions | ||||||
Warrant issuances with respect to Demand Promissory Notes | ||||||
Balance | $ 70,891 | $ 70,891 | ||||
Balance, shares | 709 | 709 | ||||
Preferred Stock [Member] | Series J 8% Redeemable Preferred Stock [Member] | ||||||
Balance | ||||||
Balance, shares | ||||||
Issuance of common stock upon cashless exercise of warrants | ||||||
Warrant value for issuance of convertible note | ||||||
Net loss | ||||||
Issuance of Series I Preferred Stock | ||||||
Accrued dividends on Series I Preferred Stock | ||||||
Issuance of Series J Preferred Stock | $ 570,000 | |||||
Issuance of Series J Preferred Stock, shares | 5,700 | |||||
Accrued dividends on Series J Preferred Stock | $ 9,870 | |||||
Accrued dividends on Series J Preferred Stock shares | 99 | |||||
Issuance of common stock upon convertible notes conversions | ||||||
Warrant issuances with respect to Demand Promissory Notes | ||||||
Balance | $ 579,870 | $ 579,870 | ||||
Balance, shares | 5,799 | 5,799 | ||||
Common Stock [Member] | ||||||
Balance | $ 144,327 | $ 125,544 | $ 97,894 | $ 97,894 | $ 125,544 | $ 97,894 |
Balance, shares | 144,326,672 | 125,544,276 | 97,894,276 | 97,894,276 | 125,544,276 | 97,894,276 |
Issuance of common stock upon cashless exercise of warrants | $ 20,362 | $ 18,783 | ||||
Issuance of common stock upon cashless warrant exercise, shares | 20,361,976 | 18,782,396 | ||||
Warrant value for issuance of convertible note | ||||||
Net loss | ||||||
Issuance of Series I Preferred Stock | ||||||
Accrued dividends on Series I Preferred Stock | ||||||
Issuance of Series J Preferred Stock | ||||||
Accrued dividends on Series J Preferred Stock | ||||||
Issuance of common stock upon convertible notes conversions | $ 56,040 | $ 19,175 | ||||
Issuance of common stock upon conversion of convertible notes, shares | 56,039,999 | 19,175,000 | ||||
Warrant issuances with respect to Demand Promissory Notes | ||||||
Balance | $ 220,729 | $ 144,327 | $ 117,069 | $ 97,894 | $ 220,729 | $ 117,069 |
Balance, shares | 220,728,647 | 144,326,672 | 117,069,276 | 97,894,276 | 220,728,647 | 117,069,276 |
Additional Paid-in Capital [Member] | ||||||
Balance | $ 164,011,506 | $ 164,030,289 | $ 163,827,781 | $ 163,827,781 | $ 164,030,289 | $ 163,827,781 |
Issuance of common stock upon cashless exercise of warrants | (20,362) | (18,783) | ||||
Warrant value for issuance of convertible note | 25,000 | |||||
Net loss | ||||||
Issuance of Series I Preferred Stock | ||||||
Accrued dividends on Series I Preferred Stock | (891) | |||||
Accrued dividends on Series J Preferred Stock | (9,870) | |||||
Issuance of common stock upon convertible notes conversions | 28,021 | 172,575 | ||||
Warrant issuances with respect to Demand Promissory Notes | 125,000 | |||||
Balance | 164,133,404 | 164,011,506 | 164,025,356 | 163,827,781 | 164,133,404 | 164,025,356 |
Retained Earnings [Member] | ||||||
Balance | (176,487,919) | (176,057,856) | (174,815,299) | (173,955,136) | (176,057,856) | (173,955,136) |
Issuance of common stock upon cashless exercise of warrants | ||||||
Warrant value for issuance of convertible note | ||||||
Net loss | (681,030) | (430,063) | (480,288) | (860,163) | ||
Issuance of Series I Preferred Stock | ||||||
Accrued dividends on Series I Preferred Stock | ||||||
Issuance of Series J Preferred Stock | ||||||
Accrued dividends on Series J Preferred Stock | ||||||
Issuance of common stock upon convertible notes conversions | ||||||
Warrant issuances with respect to Demand Promissory Notes | ||||||
Balance | $ (177,168,949) | $ (176,487,919) | $ (175,295,587) | $ (174,815,299) | $ (177,168,949) | $ (175,295,587) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||||||
Net loss | $ (681,030) | $ (430,063) | $ (480,288) | $ (860,163) | $ (1,111,093) | $ (1,340,451) | |
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 | 11,076 | 336,728 | |||||
Foreign currency transaction (gain) loss | (37,646) | (68,145) | |||||
Increase (decrease) in cash from | |||||||
Deferred financing costs | (6,661) | 177,883 | |||||
Prepaid expenses | (104,601) | 47,619 | |||||
Accounts payable and accrued expenses | 205,970 | 304,382 | |||||
Accrued compensation and related expenses | 360,600 | 360,100 | |||||
Officer and affiliate liabilities, including accrued interest | 340,312 | ||||||
Accrued interest payable and notes payable | 184,276 | 96,762 | |||||
Net cash used in operating activities | (157,767) | (85,122) | $ (143,905) | ||||
Cash flows from financing activities: | |||||||
Proceeds from preferred stock financings | 70,000 | ||||||
Proceeds from convertible note financing | 25,000 | ||||||
Proceeds from demand promissory notes | 95,000 | ||||||
Payment of fees associated with conversions of convertible notes by issuance of stock | 1,500 | ||||||
Borrowings on or repayments of short-term notes payable | (37,752) | ||||||
Proceeds from or repayment of officer advance | 94,997 | ||||||
Net cash provided by financing activities | 165,000 | 83,745 | |||||
Cash and cash equivalents: | |||||||
Net increase (decrease) | 7,233 | (1,377) | |||||
Balance at beginning of period | $ 88 | $ 1,398 | 88 | 1,398 | 1,398 | ||
Balance at end of period | $ 7,321 | $ 21 | 7,321 | 21 | $ 88 | ||
Cash paid for - | |||||||
Interest | 4,728 | 5,657 | |||||
Income taxes | |||||||
Non-cash financing activities: | |||||||
Amortization of deferred financing costs | 11,075 | ||||||
Insurance policies | 96,470 | 95,850 | |||||
Reclassification of long-term liabilities to short-term liabilities | 100,000 | 60,000 | |||||
Debt discounts established for convertible debt | 25,000 | ||||||
Accrued compensation, accounts payable and other liabilities exchanged or settled for equity | 570,000 | ||||||
Debt and accrued interest and related fees converted to common stock | 84,060 | 190,250 | |||||
Cashless warrant exercises | $ 39,145 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 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’s wholly-owned subsidiary ResolutionRx Ltd (“ResolutionRx”). On January 11, 2023, RespireRx formed as a wholly-owned subsidiary, ResolutionRx, an unlisted public company in Australia, into which RespireRx, as of August 3, 2023, has contributed 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 | 6 Months Ended |
Jun. 30, 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, RespireRx had formed ResolutionRx, initially a wholly-owned subsidiary focused on pharmaceutical cannabinoids and previously, EndeavourRx, as a business unit focused on our neuromodulators. The Company will use, at least initially, its management personnel to provide management, research and development, 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 RespireRx, management also intends to organize our EndeavourRx business unit, in part or in whole, into one or more subsidiaries that 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 RespireRx, 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/sublicensing, 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, sublicensed, 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 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 On May 11, 2023, RespireRx entered into a Letter Agreement (“Letter Agreement”) with Viridian Capital Advisors (“VCA”) pursuant to which, VCA would 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 analysis (“Valuation Analysis”) specifically with respect to the Company’s cannabinoid program. The Letter Agreement became effective on May 22, 2023 25,000,000 On August 3, 2023, Respirerx entered into a License Agreement with ResolutionRx See Note 9. Subsequent Events - Entry into License Agreement with ResolutionRx Ltd On August 3, 2023, RespireRx entered into a Sublicense Agreement with ResolutionRx - See Note 9. Subsequent Events - Entry into Sublicense Agreement with ResolutionRx Ltd On August 3, 2023, RespireRx entered into a Stock Transfer Agreement with ResolutionRx - See Note 9. Subsequent Events – Entry into Stock Transfer Agreement with ResolutionRx Ltd On August 3, 2023, RespireRx entered into a Master Intercompany Services Agreement with ResolutionRx - See Note 9. Subsequent Events – Entry into Master Intercompany Services Agreement with ResolutionRx Ltd 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 and net losses attributable to common stockholders of $ 681,030 and $ 691,791 for the three-months ended June 30, 2023, respectively, and net losses and net losses attributable to common stockholders of $ 1,111,093 1,121,854 480,288 $1,340,451 832,026 and $ 1,692,189 for the three-months and six-months ended June 30, 2022 after accounting for deemed dividends associated with most-favored nation provisions of convertible notes, and a total net loss of $ 3,972,993 for the fiscal year ended December 31, 2022, as well as negative operating cash flows of $ 157,767 143,905 for the fiscal year ended December 31, 2022. The Company also had a stockholders’ deficiency of $ 12,142,352 at June 30, 2023 and expects to continue to incur net losses and negative operating cash flows for at least the next few years. Additionally, as of June 30, 2023, the Company has, with respect to fourteen similar convertible notes outstanding after eight partial conversions of principal or interest during the three-months and six-months ended June 30, 2023, $ 1,289,854 maturity amount inclusive of accrued interest which have matured, but for which no notices of default have been received, which must be paid or converted. See Note 4. Notes Payable. The Company will seek to have maturity dates extended in order to avoid a default on such convertible notes, which the Company has achieved in the past, but with respect to which, the Company can provide no assurance. The Company has also not met its payment obligations to the UWM Research Foundation (“UWMRF”) of the University of Wisconsin-Milwaukee but has not received a notice of default and is in regular communication with the UWMRF regarding the establishment of a payment schedule. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern, and the Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2022, expressed substantial doubt about the Company’s ability to continue as a going concern. The Company is currently, and has for some time, been in significant financial distress. It has extremely limited cash resources and current assets and has no ongoing source of sustainable revenue. Management is continuing to address various aspects of the Company’s operations and obligations, including, without limitation, debt obligations, financing requirements, intellectual property, licensing agreements, legal and patent matters and regulatory compliance, and has taken steps to continue to raise new debt and equity capital to fund the Company’s business activities from both related and unrelated parties. The Company is continuing its efforts to raise additional capital in order to be able to pay its liabilities and fund its business activities on a going forward basis, including the pursuit of the Company’s planned research and development activities. The Company regularly evaluates various measures to satisfy the Company’s liquidity needs, including development and other agreements with collaborative partners and, when necessary, seeking to exchange or restructure the Company’s outstanding securities 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 | 6 Months Ended |
Jun. 30, 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 is 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 that was 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 and phantom stock (collectively, “Stock-Based Awards”) 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 by measuring the cost of services received in exchange for equity awards based on the grant date fair value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s consolidated 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. Phantom stock awards, which are sometimes subject to time-based vesting, are measured at the award date fair value, if measurable. As the phantom stock awards vest, the Company recognizes the expense, if measurable, upon vesting. To the extent that the value of phantom stock awards is not measurable on the award date, measurement only being possible on the satisfaction of certain contingent events that may not be predictable and measurable at the time of the award, the Company recognizes the expense as a change in an estimate as of the date on which the contingent event becomes predictable and measurable. 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 There were no 83,333,333 250,000 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 June 30, 2023, the Company did not have any unrecognized tax benefits related to various federal and state income tax matters and does not anticipate any material amount of unrecognized tax benefits within the next 12 months. The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of June 30, 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 RespireRx’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 who has similar roles at ResolutionRx, 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 June 30, 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 June 30, 2023 2022 Series B convertible preferred stock 1 1 Convertible notes payable 660,982,775 83,699,516 Common stock warrants 453,192,635 93,310,598 Common stock options 9,168,317 9,221,445 Total 1,123,343,728 186,231,560 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 this ASU 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 or preferred stock financings. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | 4. Notes Payable Convertible Notes Payable The table below summarizes all convertible notes outstanding as of June 30, 2023. Those with similar characteristics outstanding as of June 30, 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 June 30, 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 % $ - $ - $ 32,649 $ - $ 57,649 November 5, 2014 September 15, 2016 1 25,000 10 % - - 32,649 - 57,649 November 5, 2014 September 15, 2016 1 25,000 12 % - - 42,443 - 67,443 Sub-total 75,000 - - 107,741 - 182,741 December 31, 2018 February 28, 2019 2 25,000 10 % - - 14,068 - 39,068 January 2, 2019 February 28, 2019 2 10,000 10 % - - 5,627 - 15,627 Sub-total 35,000 - - 19,695 - 54,695 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 11,196 (16,247 ) 47,949 February 17, 2021 June 17, 2022 3 112,000 10.00 % (112,000 ) 112,000 13,483 (80,000 ) 45,483 April 1, 2021 July 31, 2022 3 112,500 24.00 % (112,500 ) 112,500 67,943 (42,400 ) 138,043 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 27,185 (13,213 ) 163,972 June 30, 2021 June 29, 2022 3 115,000 24.00 % (115,000 ) 115,000 35,073 - 150,073 August 31, 2021 August 31, 2022 3 115,000 10.00 % (109,675 ) 109,675 21,047 - 136,047 October 7, 2021 October 7, 2022 3 115,000 10.00 % (96,705 ) 96,705 19,881 - 134,881 December 23, 2021 June 21, 2022 3 87,000 10.00 % (36,301 ) 36,301 40,810 (23,160 ) 104,650 April 14, 2022 April 14, 2023 3 27,778 10.00 % (15,936 ) 15,936 3,364 - 31,142 August 22, 2022 May 31, 2023 3 66,667 10.00 % (6,667 ) 6,667 5,699 - 72,366 August 22, 2022 May 31, 2023 3 22,222 10.00 % (2,222 ) 2,222 1,900 - 24,122 August 22, 2022 May 31, 2023 3 16,667 10.00 % (1,667 ) 1,434 1,009 - 943 Sub-total 1,192,834 (971,673 ) 971,440 253,590 (393,773 ) 1,052,418 Total $ 1,302,834 $ (971,673 ) $ 971,440 $ 381,026 $ (393,773 ) $ 1,289,854 1 These convertible notes were sold to investors in 2014 and 2015 (“Original Convertible Notes) and have a fixed interest rate of 10 1,560 67,443 42,443 2 On December 31, 2018 and January 2, 2019, the Company issued convertible notes to a single investor totaling $ 35,000 19,695 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 465,000,000 399,774 12 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 June 30, 2023 and December 31, 2022: Schedule of Convertible Notes Payable June 30, 2023 December 31, 2022 Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 531,251 507,330 Foreign currency transaction adjustment (111,287 ) (73,641 ) Total note payable $ 819,738 $ 833,463 Interest expense with respect to this promissory note was $ 12,092 11,960 23,921 23,789 Notes Payable to Officers and Affiliates For the three-months ended June 30, 2023 and 2022, $ 3,712 and $ 3,375 was charged to interest expense with respect to Dr. Arnold S. Lippa’s notes, respectively. For the six-months ended June 30, 2023 and 2022, $ 7,383 and $ 6,712 was charged to interest expense with respect to Dr. Lippa’s notes, respectively. At June 30, 2023, an affiliate of Dr. Lippa provided $ 225,000 and was issued a demand promissory note of like amount and warrants as described in more detail below. At June 30, 2023, amounts owed to Dr. Lippa and his affiliates, including notes payable, a demand promissory note, advances and accrued interest were $ 431,693 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. On May 22, 2023, RespireRx issued a demand promissory note in the principal amount of $ 225,000 which bears interest at 10 % per year to an affiliate of Dr. Arnold Lippa. In connection with the issuance of the demand promissory note and on the same date, RespireRx issued a Warrant to purchase 75,000,000 shares of the Company’s Common Stock at an exercise price of $ 0.0015 per share of Common Stock, exercisable at any time until the date that is five years from the initial exercise date of May 22, 2023. The Warrant had a fair value of $ 112,500 one five years 2,404 for the period from May 22, 2023 to June 30, 2023 On May 22, 2023, RespireRx issued a demand promissory note in the principal amount of $ 25,000 which bears interest at 10 % per year to an affiliate that is not an officer or director of the Company. In connection with the issuance of the demand promissory note and on the same date, RespireRx issued a Warrant to purchase 8,333,333 shares of the Company’s Common Stock at an exercise price of $ 0.0015 per share of Common Stock, exercisable at any time until the date that is five years from the initial exercise date of May 22, 2023. The Warrant had a fair value of $ 12,500 one five years 267 for the period from May 22, 2023 to June 30, 2023, Notes Payable to Former Officer For the three-months ended June 30, 2023 and 2022, $ 5,628 5,116 11,194 10,177 236,938 225,744 Other Short-Term Notes Payable Other short-term notes payable at June 30, 2023 and December 31, 2022 consisted primarily of premium financing agreements with respect to the Company’s directors and officers liability insurance policies. At June 30, 2023, a premium financing agreement was payable in the initial amount of $ 96,408 19,228 8.99 8,900 60,483 15,847 |
Settlement and Payment Agreemen
Settlement and Payment Agreements | 6 Months Ended |
Jun. 30, 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 June 30, 2023. The total amount due was $ 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 43,376 On September 14, 2021, the Company and DNA Healthlink, Inc. (“ DNA Healthlink Settlement Agreement 410,000 in unpaid accounts payable owed by the Company to DNA Healthlink (the “DNA Healthlink Settlement Amount 8,000 commenced on November 15, 2021, followed by twelve monthly payments of $ 10,000 which commenced on November 15, 2022, followed by twelve monthly payments of $ 15,000 commencing on November 15, 2023, followed by one final payment of $ 14,000 on November 15, 2024. If, prior to March 14, 2023, the Company had received one or more upfront license fee payments or any other similar fee or fees from one or more strategic partners that aggregate at least fifteen million dollars ($ 15,000,000.00 ) (“ Upfront Fees 8,000 in November 2021 and December 2021, but has not made payments thereafter. Of the $ 390,000 total amount due, $ 74,000 has been reflected as long-term liabilities and the remaining amount has been reflected in accounts payable and accrued expenses in the Company’s condensed consolidated balance sheet as of June 30, 2023. 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 June 30, 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2023 and December 31, 2022 consisted of 37,500 1 25,001 As of June 30, 2023, there were 1,376 On April 3, 2023, RespireRx authorized 3,500 8 0.001 100.00 8 0.02 0.0015 15,000,000 15,000,000 15,000,000 8 700 70,000 891 9 709 2,791 On April 12, 2023, RespireRx authorized 15,000 8 0.001 100.00 8 0.006 20,000,000 20,000,000 20,000,000 8 570,000 5,700 9,870 99 5,799 9,201 Although other series of preferred stock have been designated, no other shares of preferred stock are outstanding. As of June 30, 2023, 3,485,924 3,504,424 Common Stock RespireRx has authorized 2,000,000,000 shares of Common Stock, par value $0.001 (“Common Stock”). There are 220,728,647 shares of RespireRx’s Common Stock outstanding as of June 30, 2023. The issued and outstanding shares of Common Stock as of June 30, 2023 included 56,039,999 39,144,372 642,219,502 shares of RespireRx’s Common Stock available for future issuances as of June 30, 2023. No options were exercised during the six-month period ended June 30, 2023. Options exercisable into 31,019 shares of Common Stock expired during the six-month period ended June 30, 2023. During the three-month and six-month periods ended June 30, 2023, warrants exercisable into 25,500,000 and a total of 49,800,000 shares of Common Stock if exercised on a cash basis were exercised on a cashless basis resulting in the issuance of 20,361,976 shares of Common Stock during the three-month period ended June 30, 2023 and a total of 39,144,372 for the six-month period ended June 30, 2023. Warrants exercisable into 23,881 shares of Common Stock expired during the six-month period ended June 30, 2023. No options or warrants were exercised after June 30, 2023. After June 30, 2023, three convertible note holders of notes with substantially similar attributes converted $ 65,753 747 1,000 67,500 45,000,000 0.0015 Common Stock Warrants A summary of warrant activity for the six-months ended June 30, 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 (49,800,000 ) 0.0015 - Issued 83,333,333 0.0015 4.90 Expired ( 23,881 ) - Warrants outstanding and exercisable at June 30, 2023 453,192,635 $ 0.0060 3.27 The exercise prices of common stock warrants outstanding and exercisable are as follows at June 30, 2023: Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable Exercise Price Warrants Outstanding and Exercisable (Shares) Expiration Dates $ 0.0015 427,415,641 September 30, 2023 May 22, 2028 $ 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 453,192,635 Based on a value of $ 0.0015 427,415,641 A summary of warrant activity for the six-months ended June 30, 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 as a result of most favored nation provisions 36,102,800 0.0100 4.2976 Expired (2,212,500 ) 0.0160 Warrants outstanding and exercisable at June 30, 2022 93,310,598 $ 0.0472 2.5557 The exercise prices of common stock warrants outstanding and exercisable are as follows at June 30, 2022: Exercise Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration $ 0.010 67,405,073 67,405,073 September 30, 2023 April 14, 2027 $ 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 93,310,598 93,310,598 Based on a value of $ 0.0038 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 RespireRx. As of June 30, 2023, there are 6,325 The 2014 Plan has provisions for the issuance of stock appreciation rights and phantom stock. On June 7, 2023, phantom stock awards (“Phantom Stock Awards”) totaling 306,000,000 Phantom Stock On June 30, 2015, the Board of Directors adopted the 2015 Stock and Stock Option Plan (as amended, the “2015 Plan”). As of June 30, 2023, there are 13,701,149 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 six-months ended June 30, 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 (31,039 ) 11.200 - Options outstanding and exercisable at June 30, 2023 9,168,317 $ 0.556 2.75 The exercise prices of common stock options outstanding and exercisable were as follows at June 30, 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 $ 7.00 159.25 223,873 223,873 November 21, 2023 December 9, 2027 9,168,317 9,168,317 There was no deferred compensation expense as there were no outstanding and unvested stock options at June 30, 2023. Based on a fair value of $ 0.0015 Reserved and Unreserved Shares of Common Stock As of June 30, 2023, there are 2,000,000,000 0.001 220,728,647 9,168,317 6,325 13,701,149 660,982,775 453,192,635 1,114,175,410 Phantom Stock, |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 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 six-months ended June 30, 2023 or the fiscal year ended December 31, 2022, Aurora had previously provided services to RespireRx and there remains $ 96,000 A description of advances and notes payable to officers and affiliates is provided at Note 4. Notes Payable. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Phantom Stock The features and terms of the Phantom Stock are delineated in Phantom Stock Award Agreements (“Phantom Stock Award Agreements”) which describe that the shares of Phantom Stock that were awarded are non-forfeitable but unvested on the award date which was June 7, 2023 and vest as to the economic value of 50% of the shares of Phantom Stock awarded on the first event payment date (“First Event Payment Date”) and as to the economic value of 50% of the shares of Phantom Stock awarded on the second event payment date (“Second Event Payment Date”) th Shares of Phantom Stock are not convertible, exercisable or exchangeable into RespireRx’s Common Stock. Upon the occurrence of a payment Event (“Payment Event”), RespireRx will incur a liability to each Participant that is to be remitted as a cash payment (“Payment”), subject to certain limitations as described below, equal to: (x) the number of vested shares of Phantom Stock held by such Participant, multiplied by (y) the fair market value which on any given day is the value of one share of Common Stock. The Payment, subject to any limitations, shall be made within thirty (30) days after receipt of funds by RespireRx as a result of the Payment Event, and all of such Participant’s shares of Phantom stock that vested as a result of the Payment Date Event shall terminate and be cancelled upon the payment, and the Participant shall have no further rights in respect of that portion of Participant’s shares of Phantom Stock other than rights to receive any unpaid portion of the Payment that was limited by any limitations described below. Any Payment due to a Participant is subject to the execution and non-revocation of general release of claims, in a form provided by RespireRx, and continuous compliance with any restrictive covenant agreement, confidentiality agreement or other agreement entered into between the Participant and RespireRx or its subsidiaries and affiliates. A Payment Event is a monetization event with an unrelated, unaffiliated third party, such as a sale of all or substantially all of an asset, the entering into a joint venture, license or sublicense or a similar transaction structure, that is not an equity or similar or debt investment in RespireRx or a subsidiary unless such equity or similar investment results in a unrelated, unaffiliated third party or group of parties acting together, resulting in such party or parties owning more than a 50 % voting interest in RespireRx or a subsidiary and resulting in payments aggregating at least $25,000,000 within a twelve month period to RespireRx. The Payment Event Date, as defined in the Phantom Stock Award Agreement is the first date within twelve months of receipt by RespireRx of cash resulting from a Payment Event, on which RespireRx has received, in the aggregate, at least $25,000,000. The First Payment Event Date shall occur when the first Payment Event has achieved a Payment Event Date at which time a payment is due to the Participant. Similarly, the Second Payment Event Date occurs when the second Payment Event has reached a Payment Event Date at which time a payment is due to the Participant. If two or more of the Company’s assets or platforms or subsidiaries are the subject of a single transaction or series of related transactions, such transactions or series of transactions shall be deemed to represent two Payment Events and the payments to the Company within a twelve-month period as described above would be required to aggregate at least $50,000,000. If the calculation of the payment based on the definition of Fair Market Value, exceeds 50% the amount of cash received by RespireRx with respect to a Payment Event, an initial payment shall be limited to 50% of the cash received by RespireRx with respect to the Payment Event and the unpaid balance shall be carried as a liability due to the Participant to be added to the payment amount of the Second Payment Event, subject to the same limitation. Other than adjustments for stock splits, reverse stock splits, stock dividends and similar recapitalizations, the Phantom Stock Award Agreements do not provide for distributions or anti-dilution protections. Nothing contained in the Phantom Stock Award Agreements or RespireRx’s 2014 Equity Plan shall prevent RespireRx from adopting or continuing in effect other compensation arrangements. Jeff Margolis, and Arnold Lippa, each an officer and a director of RespireRx received awards of 120,000,000 70,000,000 20,000,000 96,000,000 306,000,000 The value of the Phantom Stock Awards cannot be determined at this time and can only be estimated or determined upon the occurrence of a Payment Event. Therefore, no amount has been recorded as a commitment or contingency. When or if a Payment Event occurs, an amount will be estimable or determinable and such amount will be recorded as a change in an estimate. 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 June 30, 2023, consolidated financial statements as of December 31, 2022 and condensed consolidated financial statements as of June 30, 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, RespireRx’s Senior Vice President of Research and Development since October 15, 2014, has provided his services to RespireRx on an at will and month-to-month basis. Since agreeing to a payment and settlement agreement, RespireRx has contracted for his services on a prepaid hourly basis at a rate of $ 250 RespireRx entered into a consulting contract with David Dickason effective September 15, 2020 pursuant to which Mr. Dickason was appointed to and serves as RespireRx’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 (“CEO”). 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 (“CSO”). Jeff E. Margolis currently serves as RespireRx’s Senior Vice President, Chief Financial Officer, Treasurer and Secretary. Mr. Margolis also serves on RespireRx’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 Three months Base Salary Benefits Total Arnold S. Lippa $ 75,000 $ 9,900 $ 84,900 Jeff E. Margolis 75,000 5,400 80,400 $ 150,000 $ 15,300 $ 165,300 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 RespireRx’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, RespireRx 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 RespireRx, 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 RespireRx’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, RespireRx 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 RespireRx’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 RespireRx yield an aggregate rate beyond a stated threshold. RespireRx will pay to UWMRF certain percentages of revenues generated from sublicenses of the licenses provided under the UWMRF Patent License Agreement by RespireRx to third parties. Certain payments under the UWMRF Patent License Agreement have not been paid by RespireRx. RespireRx is in regular discussions with UWMRF regarding when RespireRx may be able to commence making payments. RespireRx has not received a notification of default either during or before the six-month period ended June 30, 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 June 30, 2023 and December 31, 2022 in accounts payable and accrued expenses. University of Wisconsin-Milwaukee Outreach Services Agreement On July 12, 2021, RespireRx 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 RespireRx agreed to pay UWM an annual sum of $ 75,000 25,000 50,000 35,185 30,185 50 $5,000 University of Illinois 2014 Exclusive License Agreement On June 27, 2014, RespireRx 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 RespireRx of a $ 25,000 15,840 nd The 2014 License Agreement granted RespireRx (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 12.5 100,000 100,000 100,000 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 six-months ended June, 2023 and 2022, the Company recorded charges to operations of $ 0 50,000 100,000 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 RespireRx with access or a right of reference letter entitling RespireRx to make continuing reference to the DMFs during the term of the agreement in connection with any regulatory filings made with the FDA by RespireRx, (iii) participate on a development committee, and (iv) make available its regulatory consultants, collaborate with any regulatory consulting firms engaged by RespireRx 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, RespireRx 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 six-month periods ended June 30, 2023 or 2022 with respect to the Purisys Agreement. During June 2023, the Company engaged in discussions with Purisys with the intent of amending the Purisys Agreement or cancelling the Purisys Agreement and establishing a new agreement. The anticipated new formulations and the formation of ResolutionRx in Australia are the primary reasons for participating in such discussions. 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 June 30, 2023, aggregating $ 255,485 Summary of Principal Cash Obligations and Commitments Payments Due By Year Total 2023 2024 2025 2026 2027 License agreements $ 90,185 $ 35,185 $ 10,000 $ 15,000 $ 15,000 $ 15,000 Employment agreements (1) 165,300 165,300 - - - - Total $ 255,485 $ 200,485 $ 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 | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events Entry into License Agreement with ResolutionRx Ltd On August 3, 2023, RespireRx (“Licensor”) and ResolutionRx (“Licensee”), its wholly-owned, unlisted, public Australian subsidiary entered into a License Agreement (“License Agreement”) pursuant to which, RespireRx has licensed to ResolutionRx, the Intellectual Property (“Licensed IP” as defined in the License Agreement) which includes the Patent Rights (“Patent Rights” as defined in the License Agreement). The License (“License”) is an exclusive, worldwide and royalty-free license during the Term to use and exploit the Licensed IP in connection with ResolutionRx’s business and operations, including commercial and non-commercial purposes, with the exception that RespireRx shall have the exclusive right to use the technology described in the Licensed IP for non-cannabinoid products. ResolutionRx shall use its best efforts to commercialize the Licensed IP. The Licensed IP is basically, the intellectual property and patent rights, identified in Schedule A of the License Agreement and associated with the new dronabinol formulation initially to be developed for the treatment of obstructive sleep apnea. The consideration for the License and the related Sublicense (see Sublicense Agreement between RespireRx Pharmaceuticals Inc. and ResolutionRx Ltd Share Transfer Agreement 25,000,000 1 Licensee shall not sublicense any of its rights and/or obligations under the License Agreement without the prior written consent of Licensor, except to contract manufacturers, distributors and other third parties engaged by Licensee pursuant to the normal course of Licensee’s business (the “ Sublicensees The Licensor shall be responsible for patent prosecution and maintenance and Licensee shall promptly either pay directly or reimburse Licensor’s costs in each jurisdiction. ResolutionRx as Licensee, at its option may control prosecution and maintenance of the Patent Rights. The License Agreement also addresses how the parties are to deal with interferences, if any. All unpublished information is to be treated confidentially. ResolutionRx acknowledges in the License Agreement, that RespireRx is the owner of all right, title and interest in and to the Licensed IP, including all modifications, enhancements, improvements and other derivative works (“Modifications”). All Modifications are Licensed IP immediately upon their creation. Licensee shall promptly notify Licensor of any actual or potential infringement, counterfeiting, or other unauthorized use of the Licensed IP by any other person or entity of which Licensee becomes aware. Licensor shall have the right, but not obligation, in its sole discretion, to enforce its rights in the Licensed IP, including to bring action with respect to any infringement of the Licensed IP. With respect to the Licensed Patents, the term of the License Agreement shall commence as of the Effective Date, as defined in the License Agreement, and shall be effective until the last of the Licensed Patents, as defined in the License Agreement, expires (the “ Patent Term Initial Term Renewal Term Licensee and Licensor have indemnified one another. The License Agreement is governed by and construed in accordance with Delaware Law, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). Entry into Sublicense Agreement with ResolutionRx Ltd On August 3, 2023, RespireRx as sublicensor (“Sublicensor”) and ResolutionRx as sublicensee (“Sublicensee”), entered into a Sublicense Agreement (“Sublicense Agreement”) whereby Sublicensor, sublicensed the rights to its Exclusive License Agreement with The Board of Trustees of the University of Illinois, a body corporate and politic of the State of Illinois (“ University Original License Letter Amendment Second Amendment Exclusive License The Exclusive License permits Sublicensor to grant written sublicenses of its rights under the Exclusive License. The consideration for the Sublicense and the related License (see License Agreement between RespireRx Pharmaceuticals Inc. and ResolutionRx Ltd Share Transfer Agreement 25,000,000 1 The Sublicense is essentially a direct pass-through of all of the rights and obligations associated with the Exclusive License from RespireRx as Sublicensor to ResolutionRx as Sublicensee. The Sublicense expires upon the termination of the Exclusive License. Entry into Stock Transfer Agreement with ResolutionRx Ltd On August 3, 2023, ResolutionRx as transferor (“Transferor”) and RespireRx as transferee (“Transferee”) entered into a Stock Transfer Agreement (“Stock Transfer Agreement”) whereby the Transferor and Transferee agreed that Transferor which has the authority under its Constitution to issue the 25,000,000 Ordinary Shares that are set out in the Stock Transfer Agreement, transfers absolutely, all title over the Ordinary Shares to the Transferee in consideration of the License Agreement and the Sublicense Agreement. Entry into Master Intercompany Services Agreement with ResolutionRx Ltd On August 3, 2023, RespireRx as the provider of services (“Provider”) and ResolutionRx as the recipient of services (“Recipient”) entered into a Master Intercompany Services Agreement (“MISA”). As of the date of the MISA, ResolutionRx was a wholly-owned Australian unlisted public subsidiary of RespireRx. Provider performs certain support activities in the form of both general and administrative and research and development support in the execution of the business operations of Recipient. The initial term of the MISA is from August 3, 2023 for two years. The MISA automatically renews for successive one-year periods unless Recipient gives written notice to Provider of its intent not to renew at least ninety days prior the end of the initial term or any renewal term. Provider will provide the services as set forth on Schedule A of the MISA on an ongoing basis as well as such further services as Recipient and Provider may specifically agree upon from time to time (the “Services”). As noted on Schedule A, and for clarity, Recipient specifically agrees to remit to Provider for the Services or components (“Components”) of the Services until such time as the Components are no longer required and when such Components are provided by a party in Australia other than Provider, or such Components are no longer subcontracted for by Provider and Provider agrees to no longer provide such Components or Services. The MISA also describes the selection of personnel and subcontracting. Provider will invoice Recipient for the Services to be performed on a quarterly basis (based on the fiscal year of Recipient) with such invoices to be issued, in advance, for Services to be rendered in the quarter following the date of each such invoice. Recipient will pay Provider a fee (“Fee”) as set forth on Schedule B of the MISA, which may be amended by the Parties from time to time. Only those costs and expenses wholly and exclusively or otherwise properly attributed to the provision and coordination of provision of the Services will be included in the calculation of the Fee. Fees are payable in US dollars unless otherwise agreed by the parties. Annually, based on the fiscal year of Recipient, Provider must deliver to Recipient its budget for the costs and expenses it reasonably believes will be incurred in the provision of the Services (“Budget”) which amounts may be increased by written agreement of Recipient and Provider. The Recipient and the Provider have each indemnified one another. The MISA also establishes confidentiality provisions. Post June 30, 2023 Convertible Note Conversions During the period from July 11, 2023 through August 18, 2023, three convertible note holders of notes with substantially similar attributes converted $ 65,753 747 1,000 67,500 45,000,000 0.0015 Patent fees and maintenance fees of $35,185 due to UWMRF at August 1, 2023 were unpaid Payment of $ 35,185 30,185 50 $5,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 is 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 that was 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 and phantom stock (collectively, “Stock-Based Awards”) 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 by measuring the cost of services received in exchange for equity awards based on the grant date fair value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s consolidated 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. Phantom stock awards, which are sometimes subject to time-based vesting, are measured at the award date fair value, if measurable. As the phantom stock awards vest, the Company recognizes the expense, if measurable, upon vesting. To the extent that the value of phantom stock awards is not measurable on the award date, measurement only being possible on the satisfaction of certain contingent events that may not be predictable and measurable at the time of the award, the Company recognizes the expense as a change in an estimate as of the date on which the contingent event becomes predictable and measurable. 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 There were no 83,333,333 250,000 |
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 June 30, 2023, the Company did not have any unrecognized tax benefits related to various federal and state income tax matters and does not anticipate any material amount of unrecognized tax benefits within the next 12 months. The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of June 30, 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 RespireRx’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 who has similar roles at ResolutionRx, 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 June 30, 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 June 30, 2023 2022 Series B convertible preferred stock 1 1 Convertible notes payable 660,982,775 83,699,516 Common stock warrants 453,192,635 93,310,598 Common stock options 9,168,317 9,221,445 Total 1,123,343,728 186,231,560 |
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 this ASU 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 or preferred stock financings. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | At June 30, 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 June 30, 2023 2022 Series B convertible preferred stock 1 1 Convertible notes payable 660,982,775 83,699,516 Common stock warrants 453,192,635 93,310,598 Common stock options 9,168,317 9,221,445 Total 1,123,343,728 186,231,560 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Schedule of Convertible Notes Outstanding | The table below summarizes all convertible notes outstanding as of June 30, 2023. Those with similar characteristics outstanding as of June 30, 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 June 30, 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 % $ - $ - $ 32,649 $ - $ 57,649 November 5, 2014 September 15, 2016 1 25,000 10 % - - 32,649 - 57,649 November 5, 2014 September 15, 2016 1 25,000 12 % - - 42,443 - 67,443 Sub-total 75,000 - - 107,741 - 182,741 December 31, 2018 February 28, 2019 2 25,000 10 % - - 14,068 - 39,068 January 2, 2019 February 28, 2019 2 10,000 10 % - - 5,627 - 15,627 Sub-total 35,000 - - 19,695 - 54,695 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 11,196 (16,247 ) 47,949 February 17, 2021 June 17, 2022 3 112,000 10.00 % (112,000 ) 112,000 13,483 (80,000 ) 45,483 April 1, 2021 July 31, 2022 3 112,500 24.00 % (112,500 ) 112,500 67,943 (42,400 ) 138,043 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 27,185 (13,213 ) 163,972 June 30, 2021 June 29, 2022 3 115,000 24.00 % (115,000 ) 115,000 35,073 - 150,073 August 31, 2021 August 31, 2022 3 115,000 10.00 % (109,675 ) 109,675 21,047 - 136,047 October 7, 2021 October 7, 2022 3 115,000 10.00 % (96,705 ) 96,705 19,881 - 134,881 December 23, 2021 June 21, 2022 3 87,000 10.00 % (36,301 ) 36,301 40,810 (23,160 ) 104,650 April 14, 2022 April 14, 2023 3 27,778 10.00 % (15,936 ) 15,936 3,364 - 31,142 August 22, 2022 May 31, 2023 3 66,667 10.00 % (6,667 ) 6,667 5,699 - 72,366 August 22, 2022 May 31, 2023 3 22,222 10.00 % (2,222 ) 2,222 1,900 - 24,122 August 22, 2022 May 31, 2023 3 16,667 10.00 % (1,667 ) 1,434 1,009 - 943 Sub-total 1,192,834 (971,673 ) 971,440 253,590 (393,773 ) 1,052,418 Total $ 1,302,834 $ (971,673 ) $ 971,440 $ 381,026 $ (393,773 ) $ 1,289,854 1 These convertible notes were sold to investors in 2014 and 2015 (“Original Convertible Notes) and have a fixed interest rate of 10 1,560 67,443 42,443 2 On December 31, 2018 and January 2, 2019, the Company issued convertible notes to a single investor totaling $ 35,000 19,695 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 June 30, 2023 and December 31, 2022: Schedule of Convertible Notes Payable June 30, 2023 December 31, 2022 Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 531,251 507,330 Foreign currency transaction adjustment (111,287 ) (73,641 ) Total note payable $ 819,738 $ 833,463 |
Stockholders_ Deficiency (Table
Stockholders’ Deficiency (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Warrant Activity | A summary of warrant activity for the six-months ended June 30, 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 (49,800,000 ) 0.0015 - Issued 83,333,333 0.0015 4.90 Expired ( 23,881 ) - Warrants outstanding and exercisable at June 30, 2023 453,192,635 $ 0.0060 3.27 A summary of warrant activity for the six-months ended June 30, 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 as a result of most favored nation provisions 36,102,800 0.0100 4.2976 Expired (2,212,500 ) 0.0160 Warrants outstanding and exercisable at June 30, 2022 93,310,598 $ 0.0472 2.5557 |
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 June 30, 2023: Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable Exercise Price Warrants Outstanding and Exercisable (Shares) Expiration Dates $ 0.0015 427,415,641 September 30, 2023 May 22, 2028 $ 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 453,192,635 The exercise prices of common stock warrants outstanding and exercisable are as follows at June 30, 2022: Exercise Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration $ 0.010 67,405,073 67,405,073 September 30, 2023 April 14, 2027 $ 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 93,310,598 93,310,598 |
Summary of Stock Option Activity | A summary of stock option activity for the six-months ended June 30, 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 (31,039 ) 11.200 - Options outstanding and exercisable at June 30, 2023 9,168,317 $ 0.556 2.75 |
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 June 30, 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 $ 7.00 159.25 223,873 223,873 November 21, 2023 December 9, 2027 9,168,317 9,168,317 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 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 Three months Base Salary Benefits Total Arnold S. Lippa $ 75,000 $ 9,900 $ 84,900 Jeff E. Margolis 75,000 5,400 80,400 $ 150,000 $ 15,300 $ 165,300 |
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 $ 90,185 $ 35,185 $ 10,000 $ 15,000 $ 15,000 $ 15,000 Employment agreements (1) 165,300 165,300 - - - - Total $ 255,485 $ 200,485 $ 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 | 6 Months Ended | 12 Months Ended | |||||||
May 18, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | May 11, 2023 | Dec. 31, 2021 | |
Ordinary shares | 25,000,000 | |||||||||
Net Income (Loss) Attributable to Parent | $ 681,030 | $ 430,063 | $ 480,288 | $ 860,163 | $ 1,111,093 | $ 1,340,451 | ||||
Net loss attributable to common stockholders | 691,791 | 832,026 | 1,121,854 | 1,692,189 | $ 3,972,993 | |||||
Net Cash Provided by (Used in) Operating Activities | 157,767 | 85,122 | 143,905 | |||||||
Equity, Attributable to Parent | 12,142,352 | $ 12,310,383 | $ 11,131,459 | $ 10,867,921 | 12,142,352 | $ 11,131,459 | $ 11,880,320 | $ 10,007,758 | ||
Long-Term Debt, Gross | $ 1,289,854 | $ 1,289,854 | ||||||||
Cantheon Capital [Member] | ||||||||||
Intended investment | $ 3,125,000 | |||||||||
Clinical trail costs percentage | 25% |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 1,123,343,728 | 186,231,560 |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 1 | 1 |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 660,982,775 | 83,699,516 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 453,192,635 | 93,310,598 |
Common Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 9,168,317 | 9,221,445 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | May 22, 2023 | |
Number of stock grants | 0 | 0 | |||
Stock options exercised | 0 | 0 | 0 | 0 | |
Warrants issued as compensation or service | $ 0 | $ 0 | $ 0 | $ 0 | |
Warrants exercisable shares | 83,333,333 | ||||
Officer and Affiliate [Member] | |||||
Warrants issued | $ 250,000 |
Schedule of Convertible Notes O
Schedule of Convertible Notes Outstanding (Details) | 6 Months Ended | |
Jun. 30, 2023 USD ($) | ||
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 | 971,440 | |
Accrued coupon interest | 381,026 | |
Repayment by conversion | (393,773) | |
Balance sheet carrying amount inclusive of accrued interest | $ 1,289,854 | |
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 | 32,649 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | $ 57,649 | |
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 | 32,649 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | $ 57,649 | |
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 | 42,443 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | 67,443 | |
Convertible Notes Payable One [Member] | ||
Short-Term Debt [Line Items] | ||
Original Principal Amount | 75,000 | |
Original aggregate DIC, OID, Wts, CNC and BCF | ||
Cumulative amortization of DIC, OID, Wts, CS and BCF | ||
Accrued coupon interest | 107,741 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | $ 182,741 | |
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 | 14,068 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | $ 39,068 | |
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 | 5,627 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | 15,627 | |
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 | 19,695 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | $ 54,695 | |
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 | 11,196 | |
Repayment by conversion | (16,247) | |
Balance sheet carrying amount inclusive of accrued interest | $ 47,949 | |
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 | 13,483 | |
Repayment by conversion | (80,000) | |
Balance sheet carrying amount inclusive of accrued interest | $ 45,483 | |
April 1, 2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | Jul. 31, 2022 | [3] |
Original Principal Amount | $ 112,500 | |
Interest rate | 24% | |
Original aggregate DIC, OID, Wts, CNC and BCF | $ (112,500) | |
Cumulative amortization of DIC, OID, Wts, CS and BCF | 112,500 | |
Accrued coupon interest | 67,943 | |
Repayment by conversion | (42,400) | |
Balance sheet carrying amount inclusive of accrued interest | $ 138,043 | |
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 | 27,185 | |
Repayment by conversion | (13,213) | |
Balance sheet carrying amount inclusive of accrued interest | $ 163,972 | |
June 30, 2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument, maturity date | Jun. 29, 2022 | [3] |
Original Principal Amount | $ 115,000 | |
Interest rate | 24% | |
Original aggregate DIC, OID, Wts, CNC and BCF | $ (115,000) | |
Cumulative amortization of DIC, OID, Wts, CS and BCF | 115,000 | |
Accrued coupon interest | 35,073 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | $ 150,073 | |
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 | 21,047 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | $ 136,047 | |
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 | 19,881 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | $ 134,881 | |
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 | 40,810 | |
Repayment by conversion | (23,160) | |
Balance sheet carrying amount inclusive of accrued interest | $ 104,650 | |
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 | 15,936 | |
Accrued coupon interest | 3,364 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | $ 31,142 | |
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 | 6,667 | |
Accrued coupon interest | 5,699 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | $ 72,366 | |
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 | 2,222 | |
Accrued coupon interest | 1,900 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | $ 24,122 | |
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 | 1,434 | |
Accrued coupon interest | 1,009 | |
Repayment by conversion | ||
Balance sheet carrying amount inclusive of accrued interest | 943 | |
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 | 971,440 | |
Accrued coupon interest | 253,590 | |
Repayment by conversion | (393,773) | |
Balance sheet carrying amount inclusive of accrued interest | $ 1,052,418 | |
[1]These convertible notes were sold to investors in 2014 and 2015 (“Original Convertible Notes) and have a fixed interest rate of 10 1,560 67,443 42,443 35,000 19,695 0.0015 |
Schedule of Convertible Notes_2
Schedule of Convertible Notes Outstanding (Details) (Parenthetical) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Conversion of common stock | 56,039,999 | |
Original Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Fixed interest rate | 10% | |
Conversion of common stock | 1,560 | |
Convertible notes | $ 67,443 | |
Accrued interest | 42,443 | |
Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Accrued interest | 381,026 | $ 252,881 |
Convertible Notes Payable [Member] | Single Investor [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes | 35,000 | |
Accrued interest | $ 19,695 | |
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] | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 25, 2012 USD ($) | Jun. 25, 2012 KRW (₩) |
Principal amount of note payable | $ 399,774 | $ 399,774 | $ 399,774 | ₩ 465,000,000 |
Accrued interest payable | 531,251 | 507,330 | ||
Foreign currency transaction adjustment | (111,287) | (73,641) | ||
Total note payable | $ 819,738 | $ 833,463 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
May 22, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | May 31, 2023 USD ($) | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares | May 12, 2023 $ / shares | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 25, 2012 USD ($) | Jun. 25, 2012 KRW (₩) | |
Short-Term Debt [Line Items] | ||||||||||||
Interest expense | $ 225,049 | $ 179,521 | $ 292,321 | $ 439,169 | ||||||||
Class of Warrant or Right, Outstanding | shares | 453,192,635 | 453,192,635 | 453,192,635 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.0015 | $ 0.0015 | $ 0.0015 | $ 0.0038 | $ 0.0015 | $ 0.0038 | ||||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 2,404 | |||||||||||
Nine Monthly Installments [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt periodic payments | $ 8,900 | |||||||||||
Other Short-Term Notes Payable [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Interest rate percentage | 8.99% | 8.99% | 8.99% | |||||||||
Insurance premium | $ 96,408 | $ 96,408 | $ 96,408 | |||||||||
Insurance deposits paid | $ 19,228 | |||||||||||
Short-term notes payable | $ 60,483 | $ 15,847 | ||||||||||
Measurement Input, Option Volatility [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Exercise period in years | 1 year | |||||||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Exercise period in years | 5 years | |||||||||||
Related Party [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Notes payable, advances and accrued interest | 431,693 | 431,693 | 431,693 | |||||||||
Dr Manuso [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Notes payable, advances and accrued interest | 236,938 | 236,938 | 236,938 | 225,744 | ||||||||
Dr Arnold S Lippa [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Interest expense | 3,712 | $ 3,375 | 7,383 | $ 6,712 | ||||||||
Convertible Debt | 225,000 | 225,000 | 225,000 | |||||||||
Arnold Lippa [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Interest rate percentage | 10% | |||||||||||
Accrued Liabilities, Current | $ 225,000 | |||||||||||
Class of Warrant or Right, Outstanding | shares | 75,000,000 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.0015 | |||||||||||
Warrants and Rights Outstanding | $ 112,500 | |||||||||||
Arnold Lippa [Member] | Measurement Input, Option Volatility [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Exercise period in years | 1 year | |||||||||||
Arnold Lippa [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Exercise period in years | 5 years | |||||||||||
Director [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Interest rate percentage | 10% | |||||||||||
Accrued Liabilities, Current | $ 25,000 | |||||||||||
Class of Warrant or Right, Outstanding | shares | 8,333,333 | |||||||||||
Warrants and Rights Outstanding | $ 12,500 | |||||||||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | 267 | |||||||||||
Dr.James S Manusos [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Interest expense | 5,628 | 5,116 | 11,194 | 10,177 | ||||||||
SY Corporation [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Borrowed face amount | $ 399,774 | 399,774 | 399,774 | $ 399,774 | $ 399,774 | ₩ 465,000,000 | ||||||
Interest rate percentage | 12% | 12% | ||||||||||
Interest expense | $ 12,092 | $ 11,960 | $ 23,921 | $ 23,789 |
Settlement and Payment Agreem_2
Settlement and Payment Agreements (Details Narrative) - USD ($) | 3 Months Ended | |||||||||||||||||||
Mar. 14, 2023 | Mar. 28, 2022 | Sep. 14, 2021 | Aug. 01, 2021 | May 29, 2020 | Feb. 21, 2020 | Jan. 18, 2017 | Mar. 31, 2023 | Jun. 30, 2023 | Feb. 15, 2023 | Dec. 31, 2022 | Dec. 30, 2022 | Dec. 15, 2022 | Aug. 01, 2022 | Mar. 31, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Apr. 29, 2021 | Feb. 26, 2018 | Jul. 21, 2016 | |
Debt Instrument [Line Items] | ||||||||||||||||||||
Accounts payable | $ 5,889,542 | $ 5,724,390 | ||||||||||||||||||
Related Party [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Due to related parties, current | 431,693 | |||||||||||||||||||
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 | 43,376 | |||||||||||||||||||
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 | $ 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 | |||||||||||||||||||
Accounts Payable, Trade, Current | 410,000 | |||||||||||||||||||
Vendor Settlement | $ 8,000 | |||||||||||||||||||
Long-Term Debt | $ 74,000 | |||||||||||||||||||
DNA Healthlink Settlement Agreement [Member] | DNA Healthlink Inc [Member] | November 15, 2021 [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument, Periodic Payment | 8,000 | |||||||||||||||||||
DNA Healthlink Settlement Agreement [Member] | DNA Healthlink Inc [Member] | November 15, 2022 [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument, Periodic Payment | 10,000 | |||||||||||||||||||
DNA Healthlink Settlement Agreement [Member] | DNA Healthlink Inc [Member] | November 15, 2023 [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument, Periodic Payment | 15,000 | |||||||||||||||||||
DNA Healthlink Settlement Agreement [Member] | DNA Healthlink Inc [Member] | November 15, 2024 [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 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 | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 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 3 months 7 days | 2 years 6 months 20 days | 3 years 3 months 10 days | 3 years 3 months 29 days |
Number of Shares. Warrants Exercised | (49,800,000) | |||
Weighted Average Exercise Price, Warrants Exercised | $ 0.0015 | |||
Number of Shares, Warrants Issued | 83,333,333 | 36,102,800 | ||
Weighted Average Exercise Price, Warrants Issued | $ 0.0015 | $ 0.0100 | ||
Weighted Average Remaining Contractual Life, Warrants Outstanding | 4 years 10 months 24 days | 4 years 3 months 17 days | ||
Number of Shares, Warrants Expired | 23,881 | |||
Weighted Average Exercise Price, Warrants Expired | $ 0.0160 | |||
Number of Shares, Warrants outstanding, Ending balance | 453,192,635 | 93,310,598 | 419,683,183 | 59,420,298 |
Weighted Average Exercise Price, Warrants outstanding, Ending balance | $ 0.0060 | $ 0.0472 | $ 0.0074 | $ 0.0718 |
Number of Shares, Warrants Expired | (2,212,500) |
Schedule of Exercise Prices of
Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable (Details) - $ / shares | Jun. 30, 2023 | May 22, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrants, Exercise Price | $ 0.0015 | $ 0.0015 | $ 0.0038 | ||
Warrants, Outstanding (Shares) | 453,192,635 | 419,683,183 | 93,310,598 | 59,420,298 | |
Warrant [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrants, Outstanding and Exercisable (Shares) | 453,192,635 | ||||
Warrants, Outstanding (Shares) | 93,310,598 | ||||
Warrants, Exercisable (Shares) | 93,310,598 | ||||
Exercise Price Range One [Member] | Warrant [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrants, Exercise Price | $ 0.0015 | $ 0.010 | |||
Warrants, Outstanding and Exercisable (Shares) | 427,415,641 | ||||
Warrants, Outstanding (Shares) | 67,405,073 | ||||
Warrants, Exercisable (Shares) | 67,405,073 | ||||
Exercise Price Range One [Member] | Warrant [Member] | Minimum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Expiration Date | Sep. 30, 2023 | Sep. 30, 2023 | |||
Exercise Price Range One [Member] | Warrant [Member] | Maximum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Expiration Date | May 22, 2028 | Apr. 14, 2027 | |||
Exercise Price Range Two [Member] | Warrant [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrants, Exercise Price | $ 0.0389 | $ 0.0389 | |||
Warrants, Outstanding and Exercisable (Shares) | 208,227 | ||||
Expiration Date | May 10, 2026 | May 10, 2026 | |||
Warrants, Outstanding (Shares) | 208,227 | ||||
Warrants, Exercisable (Shares) | 208,227 | ||||
Exercise Price Range Three [Member] | Warrant [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrants, Exercise Price | $ 0.0470 | $ 0.047 | |||
Warrants, Outstanding and Exercisable (Shares) | 172,341 | ||||
Expiration Date | May 03, 2026 | May 03, 2026 | |||
Warrants, Outstanding (Shares) | 172,341 | ||||
Warrants, Exercisable (Shares) | 172,341 | ||||
Exercise Price Range Four [Member] | Warrant [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrants, Exercise Price | $ 0.0700 | $ 0.070 | |||
Warrants, Outstanding and Exercisable (Shares) | 25,377,426 | ||||
Expiration Date | Sep. 30, 2023 | ||||
Warrants, Outstanding (Shares) | 25,377,426 | ||||
Warrants, Exercisable (Shares) | 25,377,426 | ||||
Exercise Price Range Five [Member] | Warrant [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrants, Exercise Price | $ 15 | ||||
Warrants, Outstanding and Exercisable (Shares) | 19,000 | ||||
Expiration Date | Sep. 30, 2023 | ||||
Warrants, Outstanding (Shares) | 147,531 | ||||
Warrants, Exercisable (Shares) | 147,531 | ||||
Exercise Price Range Five [Member] | Warrant [Member] | Minimum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrants, Exercise Price | $ 11 | ||||
Expiration Date | Sep. 29, 2022 | ||||
Exercise Price Range Five [Member] | Warrant [Member] | Maximum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrants, Exercise Price | $ 15.750 | ||||
Expiration Date | Dec. 30, 2023 | ||||
Exercise Price Range Six [Member] | Warrant [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Expiration Date | Dec. 30, 2023 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 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 9 months | 3 years 8 months 26 days |
Number of Shares, Options Granted | ||
Weighted Average Exercise Price, Options Granted | ||
Number of Shares, Options Expired | (31,039) | |
Weighted Average Exercise Price, Options Expired | $ 11.200 | |
Number of Shares, Options outstanding, Ending balance | 9,168,317 | 9,199,356 |
Weighted Average Exercise Price, Options outstanding, Ending balance | $ 0.556 |
Schedule of Exercise Prices o_2
Schedule of Exercise Prices of Common Stock Options Outstanding and Exercisable (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding (Shares) | 9,168,317 |
Options Exercisable (Shares) | 9,168,317 |
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) | 223,873 |
Options Exercisable (Shares) | 223,873 |
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 | Nov. 21, 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 | 2 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||
Jun. 07, 2023 | Apr. 12, 2023 | Apr. 03, 2023 | Apr. 03, 2023 | Aug. 18, 2023 | Aug. 21, 2023 | Jun. 15, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | May 22, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock shares authorised | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||
Preferred stock value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Number of shares available for issuance | ||||||||||||||||
Preferred stock value | $ 98,215 | $ 141,099 | $ 196,640 | $ 262,257 | ||||||||||||
Dividends | $ 9,870 | |||||||||||||||
Preferred stock, shares undesignated | 3,485,924 | 3,485,924 | 3,485,924 | 3,485,924 | 3,504,424 | |||||||||||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |||||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Common stock, shares outstanding | 220,728,647 | 220,728,647 | 220,728,647 | 220,728,647 | 125,544,276 | |||||||||||
Common stock, conversion units shares | 56,039,999 | |||||||||||||||
Exercise units | 0 | 0 | 0 | 0 | ||||||||||||
Common stock available for future issuances | 642,219,502 | 642,219,502 | 642,219,502 | 642,219,502 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | 49,800,000 | |||||||||||||||
Exercise price of warrants | $ 0.0015 | $ 0.0015 | $ 0.0015 | $ 0.0038 | $ 0.0015 | $ 0.0038 | $ 0.0015 | |||||||||
Weighted Average Remaining Contractual Life, Warrants Outstanding | 4 years 10 months 24 days | 4 years 3 months 17 days | ||||||||||||||
Common stock, shares issued | 220,728,647 | 220,728,647 | 220,728,647 | 220,728,647 | 220,728,647 | 125,544,276 | ||||||||||
Class of warrant or right outstanding not yet occurred | 453,192,635 | 453,192,635 | 453,192,635 | 453,192,635 | ||||||||||||
2014 Equity Plan [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares available for issuance | 306,000,000 | |||||||||||||||
Share based compensation arrangement by share based payment award number of shares available for grant | 6,325 | 6,325 | 6,325 | 6,325 | ||||||||||||
Options to purchase shares | 9,168,317 | |||||||||||||||
2015 Stock and Stock Option Plan [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Share based compensation arrangement by share based payment award number of shares available for grant | 13,701,149 | 13,701,149 | 13,701,149 | 13,701,149 | ||||||||||||
2015 Equity Plan [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares available for issuance | 13,701,149 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Debt instrument, interest amount | $ 747 | |||||||||||||||
Convertible Notes [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Debt conversion shares issuable | 660,982,775 | |||||||||||||||
In-The-Money Common Stock Warrants [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants exercised | 427,415,641 | 427,415,641 | 427,415,641 | 427,415,641 | ||||||||||||
In-The-Money Common Stock Options [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Share price | $ 0.0015 | $ 0.0015 | $ 0.0015 | $ 0.0015 | ||||||||||||
Warrant [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Exercise units | 39,144,372 | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | 23,881 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock available for future issuances | 1,114,175,410 | 1,114,175,410 | 1,114,175,410 | 1,114,175,410 | ||||||||||||
[custom:Warrantexercisable] | 20,361,976 | |||||||||||||||
[custom:StockIssuedDuringPeriodSharesConversionOfCash] | 39,144,372 | |||||||||||||||
Common Stock [Member] | Convertible Notes Three [Member] | Subsequent Event [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock, conversion units shares | 45,000,000 | |||||||||||||||
Debt instrument, Principal amount | $ 65,753 | |||||||||||||||
Debt instrument, interest amount | 747 | |||||||||||||||
Conversion fees | 1,000 | |||||||||||||||
Common stock, conversion units value | $ 67,500 | |||||||||||||||
Conversion price | $ 0.0015 | |||||||||||||||
Common Stock [Member] | In-The-Money Common Stock Warrants [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 31,019 | 31,019 | 31,019 | 31,019 | ||||||||||||
[custom:Warrantsexercisable-0] | 25,500,000 | 25,500,000 | 25,500,000 | 25,500,000 | ||||||||||||
Warrants exercised | 49,800,000 | 49,800,000 | 49,800,000 | 49,800,000 | ||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock shares authorised | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 | |||||||||||
Preferred stock value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Preferred stock shares | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 | |||||||||||
Preferred stock liquidation preference value | $ 25,001 | $ 25,001 | $ 25,001 | $ 25,001 | $ 25,001 | |||||||||||
Preferred stock value | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 | |||||||||||
Preferred stock shares | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1 | |||||||||||||||
Preferred stock liquidation preference value | $ 25,001 | |||||||||||||||
Series B Preferred Stock [Member] | May 1991 Private Placement [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock shares | 37,500 | 37,500 | 37,500 | |||||||||||||
Series H Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares available for issuance | 1,376 | |||||||||||||||
Series I Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock value | $ 0.0015 | $ 0.0015 | ||||||||||||||
Preferred stock shares | 5,799 | 5,799 | 5,799 | 5,799 | ||||||||||||
Preferred stock shares | 3,500 | |||||||||||||||
Dividend rate | 8% | 8% | ||||||||||||||
Preferred stock shares | $ 0.001 | $ 0.001 | ||||||||||||||
Preferred stock value | $ 100 | $ 100 | ||||||||||||||
Share price | $ 0.02 | $ 0.02 | ||||||||||||||
License expense | $ 15,000,000 | $ 15,000,000 | ||||||||||||||
Preferred stock value | 15,000,000 | |||||||||||||||
Prepaid Royalties | $ 15,000,000 | $ 15,000,000 | ||||||||||||||
Sale of stock, shares | 700 | |||||||||||||||
Sale of stock, value | $ 70,000 | |||||||||||||||
Preferred stock, dividend paid in kind | $ 891 | |||||||||||||||
Shares additionally available for issuance | 9 | 9 | 9 | 9 | ||||||||||||
Preferred stock shares | 709 | 709 | 709 | 709 | ||||||||||||
Share based compensation arrangement by share based payment award number of shares available for grant | 2,791 | 2,791 | 2,791 | 2,791 | ||||||||||||
Series J Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock value | $ 0.006 | |||||||||||||||
Preferred stock shares | 15,000 | |||||||||||||||
Dividend rate | 8% | |||||||||||||||
Preferred stock shares | $ 0.001 | |||||||||||||||
Preferred stock value | $ 100 | |||||||||||||||
License expense | 20,000,000 | |||||||||||||||
Preferred stock value | 20,000,000 | |||||||||||||||
Prepaid Royalties | 20,000,000 | |||||||||||||||
Share based compensation arrangement by share based payment award number of shares available for grant | 9,201 | 9,201 | 9,201 | 9,201 | ||||||||||||
Compensated Absences Liability | $ 570,000 | |||||||||||||||
Number of shares issued | 5,700 | 5,700 | 5,700 | 5,700 | ||||||||||||
Number of shares issued | 99 | 99 | 99 | 99 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 6 Months Ended |
Jun. 30, 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 | $ 150,000 |
Benefits | 15,300 |
Total | 165,300 |
Dr Arnold S Lippa [Member] | |
Base Salary | 75,000 |
Benefits | 9,900 |
Total | 84,900 |
Mr Margolis [Member] | |
Base Salary | 75,000 |
Benefits | 5,400 |
Total | $ 80,400 |
Summary of Principal Cash Oblig
Summary of Principal Cash Obligations and Commitments (Details) | Jun. 30, 2023 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total | $ 255,485 | |
2023 | 200,485 | |
2024 | 10,000 | |
2025 | 15,000 | |
2026 | 15,000 | |
2027 | 15 | |
Licensing Agreements [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total | 90,185 | |
2023 | 35,185 | |
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 | 165,300 | [1] |
2023 | 165,300 | [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 ($) | 6 Months Ended | 12 Months Ended | ||||||||
Aug. 01, 2023 | Jun. 07, 2023 | Dec. 31, 2021 | Jun. 30, 2015 | Jun. 27, 2014 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 12, 2021 | |
Other Commitments [Line Items] | ||||||||||
Debt Instrument, Redemption, Description | The features and terms of the Phantom Stock are delineated in Phantom Stock Award Agreements (“Phantom Stock Award Agreements”) which describe that the shares of Phantom Stock that were awarded are non-forfeitable but unvested on the award date which was June 7, 2023 and vest as to the economic value of 50% of the shares of Phantom Stock awarded on the first event payment date (“First Event Payment Date”) and as to the economic value of 50% of the shares of Phantom Stock awarded on the second event payment date (“Second Event Payment Date”) | |||||||||
Fair market value, description | If the calculation of the payment based on the definition of Fair Market Value, exceeds 50% the amount of cash received by RespireRx with respect to a Payment Event, an initial payment shall be limited to 50% of the cash received by RespireRx with respect to the Payment Event and the unpaid balance shall be carried as a liability due to the Participant to be added to the payment amount of the Second Payment Event, subject to the same limitation. | |||||||||
Purchase commitment, remaining minimum amount committed | $ 75,000 | |||||||||
Accounts payable | $ 5,889,542 | $ 5,724,390 | ||||||||
Accounts Payable And Accrued Expenses | $ 0 | |||||||||
Commercial sale of product | 350,000 | |||||||||
Principal cash obligations and commitments | 255,485 | |||||||||
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 | |||||||||
Subsequent Event [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Cash paid | $ 35,185 | |||||||||
Patent fees | $ 30,185 | |||||||||
Patent fees percent | 50% | |||||||||
Annual maintenance fees | $ 5,000 | |||||||||
Three Installments [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Purchase commitment, remaining minimum amount committed | $ 25,000 | |||||||||
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 | ||||||||
Charge to operations with royalty obligation | 0 | 50,000 | $ 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 | |||||||||
Jeff Margolis [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 120,000,000 | |||||||||
Arnold Lippa [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 70,000,000 | |||||||||
Joseph R.Siegelbaum [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 20,000,000 | |||||||||
Five Vendors [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 96,000,000 | |||||||||
Margolis And Arnold Lippa [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 306,000,000 | |||||||||
Richard Purcell [Member] | Consulting Agreement [Member] | DNA Healthlink Inc [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Service fee per hour | $ 250 | |||||||||
David Dickason [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Working hour rate per hours | $ 250 | $ 250 | ||||||||
Phantom [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 50% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | |||
Aug. 01, 2023 | Aug. 18, 2023 | Aug. 03, 2023 | Jun. 30, 2023 | |
Subsequent Event [Line Items] | ||||
Total Conversion price | $ 1,289,854 | |||
Payments to obligation | $ 200,485 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Original Principal Amount | $ 65,753 | |||
Interest value | 747 | |||
Fee amount | 1,000 | |||
Total Conversion price | $ 67,500 | |||
Shares of common stock | 45,000,000 | |||
Share price | $ 0.0015 | |||
Payments to obligation | $ 35,185 | |||
Patent fees | $ 30,185 | |||
Percentage of patent fees | 50% | |||
Annual maintenance fees | $ 5,000 | |||
Subsequent Event [Member] | Share Transfer Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Ordinary shares issued | 25,000,000 | |||
Original Principal Amount | $ 1 |