Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-21990 | |
Entity Registrant Name | Oncotelic Therapeutics, Inc. | |
Entity Central Index Key | 0000908259 | |
Entity Tax Identification Number | 13-3679168 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 29397 Agoura Road Suite 107 | |
Entity Address, City or Town | Agoura Hills | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91301 | |
City Area Code | (650) | |
Local Phone Number | 635-7000 | |
Title of 12(b) Security | None | |
Trading Symbol | OTLC | |
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 | 372,814,911 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 78,081 | $ 474,019 |
Restricted cash | 20,000 | 20,000 |
Accounts receivable | 69,806 | 19,748 |
Prepaid & other current assets | 20,946 | 101,869 |
Total current assets | 188,833 | 615,636 |
Development equipment, net of depreciation of $109,419 and $101,810 | 2,539 | 10,148 |
Intangibles, net of accumulated amortization of $175,497 and $136,974 | 834,683 | 873,206 |
In process R&D | 1,101,760 | 1,101,760 |
Goodwill | 21,062,455 | 21,062,455 |
Total assets | 23,190,270 | 23,663,205 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 4,406,807 | 2,735,805 |
Accounts payable to related party | 425,740 | 391,631 |
Contingent Consideration | 2,625,000 | 2,625,000 |
Derivative liability on Notes | 393,161 | 777,024 |
Convertible debt for clinical trial | 2,050,409 | 2,000,000 |
Convertible debt, net of costs | 1,941,490 | 1,091,612 |
Convertible debt, related party, net of costs | 690,518 | 297,989 |
Private Placement convertible note, net of costs | 2,073,480 | 943,586 |
Private Placement convertible note, related party, net of costs | 101,115 | 67,992 |
Payroll Protection Plan loan | 92,995 | 251,733 |
Total current liabilities | 14,800,715 | 11,182,372 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity: | ||
Convertible Preferred stock, $0.01 par value, 15,000,000 shares authorized; 0 and 278,188 shares issued and outstanding | 2,782 | |
Common stock, $.01 par value; 750,000,000 and 150,000,000 shares authorized; 372,564,911 and 90,601,912 issued and outstanding, respectively | 3,725,649 | 906,019 |
Additional paid-in capital | 33,511,091 | 32,493,086 |
Accumulated deficit | (29,226,896) | (21,630,008) |
Total Oncotelic Therapeutics, Inc. stockholders’ equity | 8,009,844 | 11,771,879 |
Non-controlling interests | 379,711 | 708,954 |
Total stockholders’ equity | 8,389,555 | 12,480,833 |
Total liabilities and stockholders’ equity | $ 23,190,270 | $ 23,663,205 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Depreciation of development equipment | $ 109,419 | $ 101,810 |
Amortization of intangible assets | $ 175,497 | $ 136,974 |
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Convertible preferred stock, shares issued | 0 | 278,188 |
Convertible preferred stock, shares outstanding | 0 | 278,188 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 750,000,000 | 150,000,000 |
Common stock, shares issued | 372,564,911 | 90,601,912 |
Common stock, shares outstanding | 372,564,911 | 90,601,912 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Service Revenue | $ 1,740,855 | |||
Total Revenue | 1,740,855 | |||
Operating expenses: | ||||
Research and development | 621,927 | 936,196 | 3,135,413 | 1,730,337 |
General and administrative | 1,187,035 | 680,077 | 4,475,642 | 4,263,265 |
Total operating expenses | 1,808,962 | 1,616,273 | 7,611,055 | 5,993,602 |
Loss from operations | (1,808,962) | (1,616,273) | (7,611,055) | (4,252,747) |
Other income (expense): | ||||
Interest expense, net | (445,363) | (331,459) | (1,400,249) | (1,615,233) |
PPP loan forgiveness | 253,347 | 253,347 | ||
Change in fair value of derivative on debt | 145,449 | 49,992 | 239,278 | 60,504 |
Loss on debt conversion | (88,817) | (27,504) | (254,884) | |
Total other income (expense) | (46,567) | (370,284) | (935,128) | (1,809,612) |
Net loss before non-controlling interests | (1,855,529) | (1,986,557) | (8,546,183) | (6,062,360) |
Net loss attributable to non-controlling interests | (293,001) | (949,295) | ||
Net loss attributable to Oncotelic Therapeutics, Inc. | $ (1,562,528) | $ (1,986,557) | $ (7,596,888) | $ (6,062,360) |
Basic net loss per share attributable to common stock | $ 0 | $ (0.02) | $ (0.03) | $ (0.07) |
Basic weighted average common stock outstanding | 370,443,893 | 88,964,549 | 279,358,671 | 87,474,986 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 2,782 | $ 840,700 | $ 28,185,599 | $ (12,127,406) | $ 16,901,675 | |
Balance, shares at Dec. 31, 2019 | 278,188 | 84,069,967 | ||||
Common shares issued upon partial conversion of debt | $ 39,621 | 681,443 | 721,064 | |||
Common shares issued upon partial conversion of debt, shares | 3,962,145 | |||||
Stock-based compensation | 2,147,591 | 2,147,591 | ||||
Net loss | (4,657,894) | (4,657,894) | ||||
Ending balance, value at Mar. 31, 2020 | $ 2,782 | $ 880,321 | 31,014,633 | (16,785,300) | 15,112,436 | |
Balance, shares at Mar. 31, 2020 | 278,188 | 88,032,112 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 2,782 | $ 840,700 | 28,185,599 | (12,127,406) | 16,901,675 | |
Balance, shares at Dec. 31, 2019 | 278,188 | 84,069,967 | ||||
Net loss | (6,062,360) | |||||
Ending balance, value at Sep. 30, 2020 | $ 2,782 | $ 896,020 | 32,176,064 | (18,189,766) | 979,541 | 15,864,641 |
Balance, shares at Sep. 30, 2020 | 278,188 | 89,601,912 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 2,782 | $ 840,700 | 28,185,599 | (12,127,406) | 16,901,675 | |
Balance, shares at Dec. 31, 2019 | 278,188 | 84,069,967 | ||||
Ending balance, value at Dec. 31, 2020 | $ 2,782 | $ 906,019 | 32,493,086 | (21,630,008) | 708,954 | 12,480,833 |
Balance, shares at Dec. 31, 2020 | 278,188 | 90,601,912 | ||||
Beginning balance, value at Mar. 31, 2020 | $ 2,782 | $ 880,321 | 31,014,633 | (16,785,300) | 15,112,436 | |
Balance, shares at Mar. 31, 2020 | 278,188 | 88,032,112 | ||||
Common shares issued upon partial conversion of debt | $ 5,699 | 97,741 | 103,440 | |||
Common shares issued upon partial conversion of debt, shares | 569,800 | |||||
Net loss | 582,091 | 582,091 | ||||
Ending balance, value at Jun. 30, 2020 | $ 2,782 | $ 886,020 | 31,112,374 | (16,203,209) | 15,797,967 | |
Balance, shares at Jun. 30, 2020 | 278,188 | 88,601,912 | ||||
Common shares issued upon partial conversion of debt | $ 10,000 | 66,065 | 76,065 | |||
Common shares issued upon partial conversion of debt, shares | 1,000,000 | |||||
Beneficial Conversion Feature on convertible debt | 632,194 | 632,194 | ||||
Warrants issued in connection with private placement | 365,431 | 365,431 | ||||
Non-controlling interest in Edgepoint | 979,541 | 979,541 | ||||
Net loss | (1,986,557) | (1,986,557) | ||||
Ending balance, value at Sep. 30, 2020 | $ 2,782 | $ 896,020 | 32,176,064 | (18,189,766) | 979,541 | 15,864,641 |
Balance, shares at Sep. 30, 2020 | 278,188 | 89,601,912 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 2,782 | $ 906,019 | 32,493,086 | (21,630,008) | 708,954 | 12,480,833 |
Balance, shares at Dec. 31, 2020 | 278,188 | 90,601,912 | ||||
Common shares issued upon conversion of Preferred Stock | $ (2,782) | $ 2,781,878 | (2,779,096) | |||
Common shares issued upon conversion of preferred stock, shares | (278,188) | 278,187,847 | ||||
Common shares issued upon conversion of debt | $ 6,572 | 203,729 | 210,301 | |||
Common shares issued upon conversion of debt, shares | 657,200 | |||||
Beneficial Conversion Feature on convertible debt | 605,719 | 605,719 | ||||
Warrants issued in connection with private placement | 166,575 | 166,575 | ||||
Increase in non-controlling interest from issuance of additional Edgepoint stock | 620,052 | 620,052 | ||||
Non-controlling interest in Edgepoint | ||||||
Net loss | (2,803,080) | (319,557) | (3,122,637) | |||
Ending balance, value at Mar. 31, 2021 | $ 3,694,469 | 30,690,013 | (24,433,088) | 1,009,449 | 10,960,843 | |
Balance, shares at Mar. 31, 2021 | 369,446,959 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 2,782 | $ 906,019 | 32,493,086 | (21,630,008) | 708,954 | 12,480,833 |
Balance, shares at Dec. 31, 2020 | 278,188 | 90,601,912 | ||||
Net loss | (8,546,183) | |||||
Ending balance, value at Sep. 30, 2021 | $ 3,725,649 | 33,511,091 | (29,226,896) | 379,711 | 8,389,555 | |
Balance, shares at Sep. 30, 2021 | 372,564,911 | |||||
Beginning balance, value at Mar. 31, 2021 | $ 3,694,469 | 30,690,013 | (24,433,088) | 1,009,449 | 10,960,843 | |
Balance, shares at Mar. 31, 2021 | 369,446,959 | |||||
Warrants issued in connection with private placement | 2,023,552 | 2,023,552 | ||||
Common shares issued in lieu of services | $ 2,500 | 67,500 | 70,000 | |||
Common shares issued issued in lieu of services, shares | 250,000 | |||||
Common shares issued for cash | $ 4,000 | 95,055 | 99,055 | |||
Common shares issued issued for cash, shares | 400,000 | |||||
Net loss | (3,231,280) | (336,737) | (3,568,017) | |||
Ending balance, value at Jun. 30, 2021 | $ 3,700,969 | 32,876,120 | (27,664,368) | 672,712 | 9,585,433 | |
Balance, shares at Jun. 30, 2021 | 370,096,959 | |||||
Common shares issued in lieu of services | $ 3,100 | 20,541 | 23,641 | |||
Common shares issued issued in lieu of services, shares | 310,000 | |||||
Common shares issued for cash | $ 9,000 | 100,688 | 109,688 | |||
Common shares issued issued for cash, shares | 900,000 | |||||
Common shares issued in lieu of restricted stock units | $ 12,580 | 213,852 | 226,432 | |||
Common shares issued issued in lieu of resctricted stock units, shares | 1,257,952 | |||||
Stock-based compensation | 299,890 | 299,890 | ||||
Net loss | (1,562,528) | (293,001) | (1,855,529) | |||
Ending balance, value at Sep. 30, 2021 | $ 3,725,649 | $ 33,511,091 | $ (29,226,896) | $ 379,711 | $ 8,389,555 | |
Balance, shares at Sep. 30, 2021 | 372,564,911 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (8,546,183) | $ (6,062,360) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount and deferred finance costs | 1,059,525 | 1,591,261 |
Amortization of intangible assets | 38,524 | 245,104 |
Warrants issued in connection with private placement | 2,093,552 | |
Common shares issued in lieu of restricted stock units | 226,432 | |
Stock compensation expense | 299,890 | 2,147,591 |
Depreciation on development equipment | 7,609 | 27,987 |
Change in fair value of derivative | (239,278) | (60,504) |
Loss on debt conversion | 27,504 | 254,884 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (30,865) | (104,071) |
Accounts payable and accrued expenses | 1,600,849 | 644,329 |
Accounts payable to related party | 34,109 | (216,680) |
Net cash used in operating activities | (3,366,602) | (1,324,317) |
Cash flows from financing activities: | ||
Proceeds from private placement | 1,613,200 | 2,304,541 |
Proceeds from sales of common stock | 118,594 | |
Proceeds from convertible debt | 300,000 | |
Proceeds from convertible notes and short term loans, others | 1,020,875 | |
Repaid to note holder | (100,000) | |
Repaid to others | (75,000) | |
Proceeds from Payroll Protection Plan | 92,995 | 250,000 |
Proceeds from short term loan, related party | 70,000 | |
Net cash provided by financing activities | 2,970,664 | 2,624,541 |
Net (decrease) increase in cash | (395,938) | 1,300,224 |
Cash and restricted cash - beginning of period | 494,019 | 81,964 |
Cash and restricted cash - end of period | 98,081 | 1,382,188 |
Supplemental cash flow information: | ||
Interest paid | ||
Non-cash investing and financing activities: | ||
Warrants issued in connection with private placement | 2,190,127 | |
Common shares issued upon partial conversion of debt | 210,301 | 900,569 |
Common shares issued in lieu of services | 93,641 | |
Common shares issued in lieu of restricted stock units | 226,432 | |
Non-cash cost upon sale of common stock | 39,991 | |
Beneficial Conversion Feature on convertible debt and restricted common shares | $ 605,719 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business Oncotelic Therapeutics, Inc. (also d/b/a Mateon Therapeutics, Inc.) (“ Oncotelic Oncotelic, Inc. PointR Edgepoint” Company In February 2020, the Company formed a subsidiary, Edgepoint. Edgepoint is a start-up company that plans to develop technologies and IP related to various unmet issues within the pharmaceutical and medical device industries. The Company may spin off Edgepoint into a separate public company. The Company is a cancer immunotherapy company dedicated to the development of first in class self-immunization protocol (“ SIP DMD The Company is also developing OT-101 for the various epidemics and pandemics, similar to the current coronavirus (“ COVID-19 GMP 1.2 0 1.7 2 In addition, the Company is developing Artemisinin. Artemisinin, purified from a plant Artemisia annua ARTI-19” “Windlas” TM TM TM TM “AI” “PMS” In January 2021 and subsequently in February 2021, the Company announced preliminary results for ARTIVeda ™ ™ EUA On August 24, 2021, the Company announced that PulmoHeal TM TM TM Recent Developments Unsecured Convertible Notes In August 2021, the Company issued Note Purchase Agreements with Autotelic Inc., the Company’s Chief Financial Officer (“ CFO 698,500 (the “ Principal Amount “Notes” 5 % per annum. Such Notes were issued against some of the short-term debt due as of June 30, 2021 . All amounts outstanding under the Notes become due and payable at such time as determined by the holders of a majority of the Principal Amount of the Notes (the “ Majority Holders Maturity Date The Company may prepay the Notes at any time. Events of Default under the Notes include, without limitation, (i) failure to make payments under the Notes within thirty (30) days of the Maturity Date, (ii) breaches of the Note Purchase Agreement or Notes by the Company which is not cured within thirty (30) days of notice of the breach, (iii) bankruptcy, or (iv) a change in control of the Company (as defined in the Note Purchase Agreements). The Majority Holders have the right, at any time not more than five days following the Maturity Date, to elect to convert all, and not less than all, of the outstanding accrued and unpaid interest and principal on the Notes . The Notes may be converted, at the election of the Majority Holders, into shares of the Company’s common stock, par value $ 0.01 per share (“ Common Stock 0.18 per share. GMP Letter of Intent, Term Sheet, note purchase agreements and unsecured notes In August 2021 the Company, the Company’s Chief Executive Officer (the “CEO”), and GMP executed a letter of intent and a non-binding term sheet ( the “Term Sheet” “JV”) 1.5 million to GMP to fund the OT-101 clinical trial study close-out. Although no assurances can be given, the Company and GMP currently intend to conduct an initial public offering of the JV, at a future date, on either the Hong Kong Exchange or other stock exchange. The formation of the JV is not assured as the formation of the JV is subject to approval of the Company’s shareholders and the execution of definitive agreements, among other conditions. In September 2021, the Company entered into an Unsecured Convertible Note Purchase Agreement (the “ Purchase Agreement 1.5 September 2021 Note The September 2021 Note carries an interest rate of 2 Clinical Trial Conversion Shares Event of Default In October 2021, the Company entered into an Unsecured Convertible Note Purchase Agreement (the “ October Purchase Agreement 0.5 October 2021 Note The October 2021 Note carries an interest rate of 2 Conversion Shares Event of Default Equity Purchase Agreement In May 2021, the Company entered into an Equity Purchase Agreement (the “ EPL Registration Rights Agreement Peak One 10.0 million (the “ Maximum Commitment Amount 0.01 per share (“ Common Stock 1.3 million shares of Common Stock for aggregate cash proceeds of approximately $ 169,000 and incurred a cost of approximately $ 40,000 Geneva Roth Remark Notes In May 2021, the Company consummated the closing of a private placement transaction whereby, pursuant to a Securities Purchase Agreement (the “ Geneva Agreement Geneva 203,750 Note 1 103,750 Note 2 Notes 1.2 Extension of Maturity Date for J.H. Darbie Financing Notes & Issuance of Oncotelic Warrants The Company issued and sold a total of 100 Units 25,000 Edgepoint Common Stock 1.00 Unit Note 25,000 1.00 138,889 0.18 100,000 50,000 1.00 Edgepoint Warrant 50,000 0.20 Oncotelic Warrant JH Darbie Financing In June 2021, the Company and the Investors agreed to extend the maturity date of the Notes from June 30, 2021, to March 31, 2022 50,000 50,000 10,000 20.0 2.0 200,000 2,023,552 Licensing Agreement with Autotelic Inc. In September 2021, the Company entered into an exclusive License Agreement (the “ Agreement Autotelic 50 15 Principles of Consolidation The consolidated financial statements include the accounts of Oncotelic, its wholly owned subsidiaries, Oncotelic Inc. and PointR, and Edgepoint our non-controlled interest entity. Intercompany accounts and transactions have been eliminated in consolidation. Basis of Presentation The accompanying consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission including Form 10-Q and Regulation S-X. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly state the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“ US GAAP Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred net accumulated losses of approximately $ 29.2 million since inception of Oncotelic Inc., as the Company’s historical financial statements of the Company with Oncotelic Inc. have been replaced with the historical financial statements of Oncotelic Inc. due to the reverse merger with Oncotelic Inc. The Company has a negative working capital of $ 14.6 million at September 30, 2021 of which $ 2.6 million contingent liability of issuance of common shares of the Company to PointR shareholders upon achievement of certain milestones in accordance with the PointR merger agreement. In addition, the Company has negative cash flows from operations for the nine months ended September 30, 2021 of $ 3.4 million. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. Management expects to incur additional losses in the foreseeable future and recognizes the need to raise capital to remain viable. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. The Company’s long-term plans include continued development of its current pipeline of products to generate sufficient revenues, either through technology transfer or product sales, to cover its anticipated expenses. Until the Company is able to generate sufficient revenues from its current pipeline, the Company plans on funding its operations through the sale of equity and/or the issuance of debt, combined with or without warrants or other equity instruments. Between July 2020 and March 2021, the Company raised gross proceeds of $ 5 0.7 0.65 40 100 five-year 10 In addition to the JH Darbie Financing, the Company raised approximately $ 0.2 million from the Equity Purchase Agreement with Peak One, $ 0.3 million from Geneva, an approximately $ 1.0 million from various bridge financiers, including $ 0.3 million from Autotelic Inc., a related party and approximately $ 0.1 million from the Paycheck Protection Plan of 2021 for PointR. During the nine months ended September 30, 2020, the Company recorded a total of approximately $ 1.2 0.5 ATB Although no assurances can be given as to the Company’s ability to deliver on its revenue plans, or that unforeseen expenses may arise, management believes that the potential equity and debt financing or other potential financing will provide the necessary funding for the Company to continue as a going concern. Also, management cannot guarantee any potential debt or equity financing will be available on favorable terms or at all. As such, management does not believe the Company has sufficient cash for 12 months from the date of this report. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations, or cease operations completely. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions and disclosure of contingent liabilities at the date of the financial statements and revenues and expense during the reporting period. Actual results could materially differ from those estimates. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the financial statements. Significant estimates include the valuation of goodwill and intangible assets for impairment, deferred tax asset and valuation allowance, and fair value of financial instruments. Cash As of September 30, 2021, and December 31, 2020 the Company held all its cash in banks. The Company considers investments in highly liquid instruments with a maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020, respectively. Restricted cash consists of certificates of deposits held at banks as collateral for various purposes. Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued expense approximate their fair values based on the short-term maturity of these instruments. As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. The three levels of the fair value hierarchy defined by ASC 820 are as follows: ● Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. ● Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. ● Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company did not have any Level 1 or Level 2 assets and liabilities at September 30, 2021 and December 31, 2020. The derivative liabilities associated with its 2019 bridge financing Convertible Notes (see Note 5), consisted of conversion feature derivatives at September 30, 2021 and December 31, 2020, are Level 3 fair value measurements. The table below sets forth a summary of the changes in the fair value of the Company’s derivative liabilities classified as Level 3 as of September 30, 2021 and 2020: SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES September 30, 2021 September 30, 2020 Balance at January 1, 2021 and 2020 $ 777,024 $ 540,517 New derivative liability - 870,268 Reclassification to additional paid in capital from conversion of debt to common stock (144,585 ) (573,811 ) Change in fair value (239,278 ) (60,504 ) Balance at September 30, 2021 and 2020 $ 393,161 $ 776,470 As of September 30, 2021 and 2020, the Company estimated the fair value of the conversion feature derivatives embedded in the convertible debentures based on assumptions used in the Black-Scholes valuation model. The key valuation assumptions used consists, in part, of the price of the Company’s Common Stock, a risk-free interest rate based on the yield of a Treasury note and expected volatility of the Company’s Common Stock all as of the measurement dates. The Company used the following assumptions to estimate fair value of the derivatives as of September 30, 2021 and 2020: SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES Sept. 30, 2021 Key Assumptions for fair value of conversions Sept. 30, 2020 Key Assumptions for fair value of conversions Risk free interest 0.05 % 0.13 % Market price of share $ 0.14 $ 0.18 Life of instrument in years 0.56 0.85 1.56 1.85 Volatility 108.96 % 150.77 % Dividend yield 0 % 0 % When the Company changes its valuation inputs for measuring financial liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the periods ended September 30, 2021 and 2020, respectively, there were no transfers of financial assets or financial liabilities between the hierarchy levels. Net Income (Loss) Per Share Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share includes the effect of Common Stock equivalents (notes convertible into Common Stock, stock options and warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive. The following number of shares have been excluded from diluted loss since such inclusion would be anti-dilutive: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Three and Nine Months Ended Sept. 30, 2021 2020 Convertible notes 41,522,204 20,237,084 Stock options 16,594,062 6,130,004 Warrants 42,737,500 18,152,500 Potentially dilutive securities 100,853,766 44,519,588 Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ ASC 718 For stock options issued to employees and members of the Board of Directors (the “ Board Pursuant to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance with ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above. For warrants issued in connection with fund raising activities, the Company estimates the grant date fair value of each warrant using the Black-Scholes pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the warrant, the expected volatility of the Common Stock consistent with the expected life of the warrant, risk-free interest rates and expected dividend yields of the Common Stock. If the warrants are issued upon termination or cancellation of prior issued warrants, then the Company estimates the grant date fair value of the new warrants using the Black-Scholes pricing model and evaluates whether the new warrants are deemed as equity instruments or liability instruments. If the warrants are deemed to be equity instruments, the Company records stock compensation expense and an addition to additional paid in capital. If however, the warrants are deemed to be liability instruments, then the fair value is treated as a deemed dividend and credited to additional paid in capital. Impairment of Long-Lived Assets The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the three and nine months ended September 30, 2021 and 2020, there were no Intangible Assets The Company records its intangible assets at cost in accordance with ASC 350, Intangibles – Goodwill and Other. The Company reviews the intangible assets for impairment on an annual basis or if events or changes in circumstances indicate it is more likely than not that they are impaired. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. If the review indicates the impairment, an impairment loss would be recorded for the difference of the value recorded and the new value. For the three and nine months ended September 30, 2021 and 2020, there were no Goodwill Goodwill represents the excess of the purchase price of acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least once annually, at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the reporting unit. If, on the basis of qualitative factors, it is considered not more likely than not that the fair value of the reporting unit is less than the carrying amount, further testing of goodwill for impairment would not be required. Otherwise, goodwill impairment is tested using a two-step approach. The first step involves comparing the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit is determined to be greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is determined to be greater than the fair value, the second step must be completed to measure the amount of impairment, if any. The second step involves calculating the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit as determined in step one. The implied fair value of the goodwill in this step is compared to the carrying value of goodwill. If the implied fair value of the goodwill is less than the carrying value of the goodwill, an impairment loss equivalent to the difference is recorded. For the three and nine months ended September 30, 2021 and 2020, there were no Derivative Financial Instruments Indexed to the Company’s Common Stock We have generally issued derivative financial instruments, such as warrants, in connection with our equity offerings. We evaluate the terms of these derivative financial instruments in order to determine their accounting treatment in our financial statements. Key considerations include whether the financial instruments are freestanding and whether they contain conditional obligations. If the warrants are freestanding, do not contain conditional obligations and meet other classification criteria, we account for the warrants as an equity instrument. However, if the warrants contain conditional obligations, then we account for the warrants as a liability until the conditional obligations are met or are no longer relevant. Because no established market prices exist for the warrants that we issue in connection with our equity offerings, we must estimate the fair value of the warrants, which is as inherently subjective as it is for stock options, and for similar reasons as noted in the stock-based compensation section above. For financial instruments which are accounted for as a liability, we report any changes in their estimated fair values as gains or losses in our Consolidated Statement of Operations. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815 “Derivatives and Hedging”. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20 “Debt – Debt with Conversion and Other Options.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Original issue discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 “Derivatives and Hedging – Contracts in Entity’s Own Equity” provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. Revenue Recognition The Company recognizes revenue in accordance with ASU Under ASU 2014-9, the Company recognizes revenue when its customers obtain control of the promised good or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company applies the following five-step: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASU 2014-09, the Company identifies the performance obligation(s) in the contract by assessing whether the goods or services promised within each contract are distinct. The Company then recognizes revenue for the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company anticipates generating revenues from rendering services to other third party customers for the development of certain drug products and/or in connection with certain out-licensing agreements. In the case of services rendered for development of the drugs, revenue is recognized upon the achievement of the performance obligations or over time on a straight-line basis over the extended service period. In the case of out-licensing contracts, the Company records revenues either upon achievement of certain pre-defined milestones, when there is no obligation of the Company achieve any performance obligations in connection with the said pre-defined milestones, or upon achievement of the performance obligations if the milestones require the Company to provide the performance obligations. The Company occasionally collects advance payments from customers toward commitments to provide services or performance obligations, in which case the advance payment is recorded as a liability until the obligations are fulfilled and revenue is recognized. Research Service Agreement between GMP and Oncotelic /Oncotelic Inc. (“Oncotelic Entities”) In February 2020, Oncotelic Inc. and GMP entered into a research and services agreement (the “ Agreement Product Supplement 1.2 40 Agreement with Autotelic BIO (“ATB”) Oncotelic Inc. had entered into a license agreement in February 2018 (the “ ATB Agreement Combined Product 500,000 500,000 1,000,000 2,000,000 500,000 Research & Development Costs In accordance with ASC 730-10-25 “Research and Development”, research and development costs are charged to expense as and when incurred. Prior Period Reclassifications Certain amounts in prior periods may have been reclassified to conform with current period presentation. Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“ FASB ASU In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09 for all entities by one year. ASU 2014-09 became effective on January 1, 2018. The ASU also requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The Company adopted ASU 2015-14 during the three months ended March 31, 2020 as till then, no revenue was earned by the Company. In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020. The Company is currently evaluating the potential impact of the update on its consolidated financial statements. All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | NOTE 3 - INTANGIBLE ASSETS AND GOODWILL The Company completed a merger with Oncotelic, which gave rise to Goodwill of $ 4,879,999 . Further, the Company added goodwill of $ 16,182,456 upon the completion of the merger with PointR. In general, the goodwill is tested on an annual impairment date of December 31. However, since both assets are currently being developed for various cancer and COVID-19 therapies, and the Company is contemplating other collaboration efforts for both products and the other products that the Company owns, the Company does not believe the there are any factors or indications that the goodwill is impaired. Assignment and Assumption Agreement with Autotelic, Inc. In April 2018, Oncotelic Inc. entered into an Assignment and Assumption Agreement (the “ Assignment Agreement IP 204,798 819,191 Intangible Asset Summary The following table summarizes the balances as of September 30, 2021 and December 31, 2020, of the intangible assets acquired, their useful life, and annual amortization: SCHEDULE OF INTANGIBLE ASSETS Sept 30, 2021 Remaining Estimated Intangible asset – Intellectual Property $ 819,191 16.25 Intangible asset – Capitalization of license cost 190,989 16.25 1,010,180 Less Accumulated Amortization (175,497 ) Total $ 834,683 December 31, 2020 Remaining Estimated Intangible asset – Intellectual Property $ 819,191 18.00 Intangible asset – Capitalization of license cost 190,989 18.00 1,010,180 Less Accumulated Amortization (136,974 ) Total $ 873,206 Amortization of identifiable intangible assets for the three months ended September 30, 2021 and 2020 was $ 12,841 12,841 38,524 38,524 The future yearly amortization expense over the next five years and thereafter are as follows: SCHEDULE OF AMORTIZATION OF EXPENSE FOR INTANGIBLE ASSETS For the three months and years ending December 31, Remainder of 2021 $ 12,841 2022 51,365 2023 51,365 2024 51,365 2025 51,365 Thereafter 616,382 $ 834,683 In-Process Research & Development (IPR&D) Summary The IPR&D assets were acquired in the PointR acquisition during the year ended December 31, 2019. Since January 2021, the Company has determined that the IPR&D should be reported as an indefinitely lived asset and therefore will evaluate, on an annual basis, for any impairment on the IPR&D and will record an impairment if identified. The balance of IPR&D as of September 30, 2021 and December 31, 2020 was $ 1,101,760 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expense consists of the following amounts: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES September 30, 2021 December 31, 2020 Accounts payable $ 3,360,233 $ 1,937,419 Accrued expense 1,046,574 798,386 Accounts payable and accrued liabilities $ 4,406,807 $ 2,735,805 September 30, 2021 December 31, 2020 Accounts payable – related party $ 425,740 $ 391,631 |
CONVERTIBLE DEBENTURES, NOTES A
CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT | NOTE 5 – CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT As of September 30, 2021 special purchase agreements (SPAs) with convertible debentures and notes, net of debt discount and including accrued interest, if any, consist of the following amounts: SCHEDULE OF CONVERTIBLE DEBENTURES September 30, 2021 Convertible debentures 10% Convertible note payable, due April 23, 2022 – Bridge Investor 26,778 10% Convertible note payable, due April 23, 2022 – Related Party 125,458 10% Convertible note payable, due August 6, 2022 – Bridge Investor 183,313 335,549 Fall 2019 Notes 5% Convertible note payable – Stephen Boesch 117,708 5% Convertible note payable – Related Party 273,108 5% Convertible note payable – Dr. Sanjay Jha (Through his family trust) 272,628 5% Convertible note payable – CEO, CTO & CFO 89,332 5% Convertible note payable – Bridge Investors 183,022 935,798 Geneva Notes Geneva notes 313,472 August 2021 Convertible Notes 5% Convertible note – Autotelic Inc 251,952 5% Convertible note – bridge investors 376,416 5% Convertible note - CFO 75,586 703,954 Other Debt Short term debt from CEO 20,000 Short term debt – bridge investors 258,185 Short term debt from CFO 45,050 Short term debt – Autotelic Inc. 20,000 343,235 Total of debentures, notes and other debt $ 2,632,008 As of December 31, 2020, convertible debentures and notes, net of debt discount, consist of the following amounts: December 31, 2020 Convertible debentures 10% Convertible note payable, due April 23, 2022 - TFK 39,065 10% Convertible note payable, due April 23, 2022 – Related Party 14,256 10% Convertible note payable, due April 23, 2022 – Bridge Investor 69,848 10% Convertible note payable, due August 6, 2022 – Bridge Investor 168,421 291,590 Fall 2019 Notes 5% Convertible note payable – Stephen Boesch 213,046 5% Convertible note payable – Related Party 263,733 5% Convertible note payable – Dr. Sanjay Jha (Through his family trust) 263,253 5% Convertible note payable – CEO, CTO & CFO 86,257 5% Convertible note payable – Bridge Investors 176,722 1,003,011 Other Debt Short term debt from CFO 25,000 Short term debt from CEO 20,000 Other short term debt – Bridge Investor 50,000 95,000 Total of debentures, notes and other debt $ 1,389,601 Convertible Debentures The gross principal balances on the convertible debentures listed above totaled $ 1,000,000 800,140 Total amortization expense related to these debt discounts was $ 110,528 611,681 24,491 262,556 64,452 All the above notes issued to Peak One, TFK, our CEO and the bridge investors reached the 180 days during the year ended December 31, 2020. As such, all the note holders had the ability to convert that debt into equity at the variable conversion price of 65% of the Company’s lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company’s traded stock price under certain circumstances. 777,000 241,000 145,000 The Company recorded additional derivative liability of approximately $ 870,000 574,000 232,000 258,070 776,000 60,500 Bridge Financing Peak One Financing On April 17, 2019, the Company entered into a Securities Purchase Agreement (the “ Purchase Agreement Buyer Peak One 400,000 400,000 200,000 Convertible Note 350,000 Shares Purchase and Sale Transaction The Convertible Note has a principal balance of $ 200,000 10 20,000 5,000 175,000 April 23, 2022 Upon the occurrence of certain events of default, the Buyer, amongst other remedies, has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event. Tranche #1 Conversion Shares (i) a conversion price, during the first 180 days, of $0.10 per share (the “Fixed Price”), and then (2) at the lower of the Fixed Price or 65% of the Company’s lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company’s traded stock price under certain circumstances. The Company has agreed to at all times, reserve and keep available out of its authorized Common Stock a number of shares equal to at least two times the full number of the Tranche #1 Conversion Shares. The Company may redeem the Convertible Note at rates of 110 140 The issuance of the Convertible Note resulted in a discount from the beneficial conversion feature totaling $ 84,570 52,285 350,000 32,285 0 0 0 On June 12, 2019, the Company entered into an amendment of the Purchase Agreement (“ Amendment #1 600,000 200,000 On June 12, 2019, the Buyer purchased Convertible Note Tranche #2 (“ Tranche #2 200,000 10 20,000 1,000 179,000 The issuance of Tranche #2 resulted in a discount from the beneficial conversion feature totaling $ 180,000 132,091 350,000 47,909 0 0 On November 5, 2019, the Company and Peak One amended the Convertible Note under Tranche #1 to extend the date of conversion of the Convertible Note into Common Stock of the Company at 65 0.10 300,000 60,000 Peak One converted $ 200,000 2,581,945 200,000 2,000,000 0 TFK Financing On April 23, 2019, the Company, entered into a Convertible Note (the “ TFK Note TFK 200,000 , including a 10 % OID of $ 20,000 and $ 5,000 in debt issuance costs, receiving net proceeds of $ 175,000 , with a maturity date of April 23, 2022 . Upon the occurrence of certain events of default, the Buyer, amongst other remedies, has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event. Amounts due under the Convertible Note may also be converted into shares (the “ TFK Conversion Shares (i) a conversion price, during the first 180 days, of $0.10 per share (the “Fixed Price”), and then (2) at the lower of the Fixed Price or 65% of the Company’s lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company’s traded stock price under certain circumstances. The Company has agreed to at all times reserve and keep available out of its authorized Common Stock a number of shares equal to at least two times the full number of the TFK Conversion Shares. The Company may redeem the Convertible Note at rates of 110 140 The issuance of the TFK Note resulted in a discount from the beneficial conversion feature totaling $ 84,570 52,285 350,000 32,285 0 0 3,589 On November 5, 2019, the Company and TFK amended the TFK Convertible Note to extend the date of conversion of the Convertible Note into Common Stock of the Company at 65 0.10 300,000 60,000 TFK converted $ 133,430 1,950,000 67,000 109,000 38,000 145,000 145,000 67,000 210,000 657,200 2,000 0 Notes with Officer and Bridge Investor On April 17, 2019, the Company entered into a Securities Purchase Agreement (the “ Bridge SPA 400,000 On April 23, 2019, the Company entered into a convertible note with our Chief Executive Officer, Vuong Trieu, Ph. D. (the “ Trieu Note 164,444 10 16,444 148,000 April 23, 2022 Upon the occurrence of certain events of default, the Buyer, amongst other remedies, has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event. Amounts due under the Convertible Note may also be converted into shares (the “Trieu Conversion Shares”) of the Company’s Common Stock at any time, at the option of the holder, at a conversion price of $0.10 per share (the “Fixed Price”), at the lower of the Fixed Price or 65% of the Company’s lowest traded price after the 180 th 110 140 The issuance of the Trieu Note resulted in a discount from the beneficial conversion feature totaling $ 131,555 2,743 5,486 1,713 On April 23, 2019, pursuant to the Bridge SPA the Company entered into Convertible Note Tranche #1 (“ Tranche #1 35,556 3,556 32,000 April 23, 2022 Upon the occurrence of certain events of default, the Buyer, among other remedies, has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event. Bridge SPA Conversion Shares (i) a conversion price, during the first 180 days, of $0.10 per share (the “Fixed Price”), and then (2) at the lower of the Fixed Price or 65% of the Company’s lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company’s traded stock price under certain circumstances. The Company may redeem the Convertible Note at rates of 110% to 140% rates over the principal balance dependent on certain events and redeem the value with accrued interest thereon, if any. The issuance of the note resulted in a discount from the beneficial conversion feature totaling $ 28,445 1,407 14 On August 6, 2019, pursuant to the Bridge SPA the Company entered into Convertible Note Tranche #2 (“ Tranche #2 200,000 20,000 5,000 175,000 August 6, 2022 Upon the occurrence of certain events of default, the Buyer, among other remedies, has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event Amounts due under Tranche #1 may also be converted into Bridge Conversion Shares of the Company’s Common Stock at any time, at the option of the holder, at a conversion price equal to the Fixed Price, at the lower of the Fixed Price or 65% of the Company’s lowest traded price after the 180 th 110 140 The issuance of the note resulted in a discount from the beneficial conversion feature totaling $ 175,000 6,279 7,036 All the above notes issued to TFK, our CEO and the bridge investors reached the 180 days prior to the end of the three months ended March 31, 2020. As such, all the note holders had the ability to convert that debt into equity at the variable conversion price of 65% of the Company’s lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company’s traded stock price under certain circumstances. This gave rise to a derivative feature within the debt instrument. As of September 30, 2021, Peak One and TFK had fully converted their notes Fall 2019 Debt Financing In December 2019, the Company closed its Fall 2019 Debt Financing, raising an additional $ 500,000 1,000,000 Fall 2019 Note Purchase Agreements Fall 2019 Notes 250,000 500,000 250,000 35,000 27,000 20,000 168,000 850,000 950,000 All the Fall 2019 Notes provided for interest at the rate of 5 Majority Holders Maturity Date The Majority Holders have the right, at any time not more than five (5) days following the Maturity Date, to elect to convert all, and not less than all, of the outstanding accrued and unpaid interest and principal on the Fall 2019 Notes. The Fall 2019 Notes may be converted, at the election of the Majority Holders, either (a) into shares of the Company’s Common Stock at a conversion price of $0.18 per share, or (b) into shares of common stock of the Edgepoint, at a conversion price of $5.00 (based on a $5.0 million pre-money valuation) of Edgepoint and 1,000,000 shares outstanding The issuance of the Fall 2019 notes resulted in a discount from the BCF totaling $ 222,222 0 111,112 0 Further, the Company recorded interest expense of $ 10,625 12,500 32,787 37,500 The total amount outstanding under the Fall 2019 Notes, net of discounts and including accrued interest thereon, as of September 30, 2021, and December 31, 2020, was $ 935,799 1,003,011 Geneva Notes In May and June 2021, the Company entered into Securities Purchase Agreement with Geneva Roth Remark Holdings Inc. (“Geneva”), whereby the Company issued two convertible notes in the aggregate principal amount of $ 307,500 1,200,000 The convertible notes carry a six (6%) percent coupon and a default coupon of 22%, and both mature one year from issuance. Geneva has the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following issuance date and ending on the maturity date to convert all or any part of the outstanding and unpaid amount of the note into the Company’s common stock at a conversion price established at sixty five (65%) percent multiplied by the lowest two (2) daily volume weighted average price over the fifteen (15) consecutive trading days. The total amount outstanding under the Geneva Notes, including accrued interest thereon, as of September 30, 2021, and December 31, 2020, was $ 313,472 0 Paycheck Protection Program In April 2020, the Company received loan proceeds in the amount of $ 250,000 under the Paycheck Protection Program (“ 1 st CARES SBA The 1 st PPP Loans 1 % with payments deferred until the SBA remits the borrowers loan forgiveness amount to the lender, or if the borrower did not apply for forgiveness, 10 months after the covered period . PPP loans provide for customary events of default, including payment defaults, breach of representations and warranties, and insolvency events and may be accelerated upon occurrence of one or more of these events of default. Additionally, the PPP Loans do not include prepayment penalties. The Company met the 1 st st 253,347 . The Company recorded the amount forgiven as forgiveness income within the other income (expense) section of its statement of operations. The SBA reserves the right to audit any PPP loan, regardless of size. These audits may occur after the forgiveness has been granted. In accordance with the CARES Act, all borrowers are required to maintain their PPP loan documentation for six years after the loan was forgiven or repaid in full and to provide that documentation to the SBA upon request. The balance outstanding on 1 st 0 251,733 In July 2021, the Company’s wholly owned subsidiary, PointR, received loan proceeds in the amount of $ 92,995 under the PPP (“ 2 nd nd st nd 92,995 0 GMP Notes In June 2020, the Company secured $2 million in debt financing, evidenced by a one-year GMP Note 2 The Company’s liability under GMP Note commenced to accrue when GMP first began to pay for services related to the clinical trial to our third-party clinical research organization, up to a maximum of $ 2 2 The balance outstanding on the GMP Note, inclusive of accrued interest, was $ 2,050,411 2,000,000 In September 2021, the Company secured a further $ 1.5 GMP Note 2 2 As of September 30, 2021, GMP was invoiced by the clinical research organization for $ 0.5 0.5 In October 2021, the Company entered into an Unsecured Convertible Note Purchase Agreement (the “ October Purchase Agreement 0.5 October 2021 Note The October 2021 Note carries an interest rate of 2 Conversion Shares Event of Default August 2021 Convertible Notes In August 2021, the Company entered into Note Purchase Agreements with related party, affiliate entity, and accredited investors (the “August 2021 investors”), whereby the Company issued four convertible notes in the aggregate principal amount of $ 698,500 690,825 The convertible notes carry a five (5%) percent coupon and mature one year from issuance 0.18 As of September 30, 2021, and December 31, 2020, convertible notes, net of debt discount, consist of the following amounts: SCHEDULE OF CONVERTIBLE NOTES September 30, 2021 December 31, 2020 Related parties convertible note, 5% coupon August 2022 $ 251,952 $ - CFO convertible note, 5% coupon August 2022 75,586 Accredited investors convertible note, 5% coupon August 2022 376,416 - $ 703,954 $ - During the three and nine months ended September 30, 2021, the Company recognized approximately $ 5,400 of interest expense on the August 2021 Investors notes. No similar expense was recorded on such notes during the same periods of 2020. At September 30, 2021, accrued interest on these convertible notes totaled approximately $ 5,400 , of which $ 2,600 are attributable to related parties. Other short-term loans As of September 30, 2021, other short term notes consist of the following amounts: SCHEDULE OF SHORT-TERM LOANS Other Debt September 30, 2021 Short term debt from CEO 20,000 Short term debt – bridge investors 258,185 Short term debt from CFO 45,050 Short term debt – Autotelic Inc. 20,000 343,235 The Company’s CEO had provided a short term loan of $ 70,000 to the Company during the year ended December 31, 2020, of which $ 50,000 was repaid. As such, $ 20,000 was outstanding at September 30, 2021. During the three months ended March 31, 2021, Autotelic Inc. provided a short-term funding of $ 120,000 to the Company, which was repaid after the three months ended March 31, 2021. On May 18, 2021, Autotelic provided an additional short-term funding of $ 250,000 to the Company, which was converted into the August 2021 Notes. Autotelic provided an additional $ 20,000 short-term loan to the Company, and as such, $ 20,000 was outstanding and payable to Autotelic at September 30, 2021. During the fourth quarter of the year ended December 31, 2020, the Company’s CFO and the Bridge Investor provided short term loans of $ 25,000 and $ 50,000 , respectively to the Company. Such loans were repaid as of March 31, 2021. During the nine months ended September 30, 2021, the CFO provided a total of approximately $ 120,000 , of which $ 75,000 was converted into the August 2021 Notes. As such, a balance of approximately $ 45,000 remained outstanding as a short-term loan as of September 30, 2021. During the nine months ended September 30, 2021, the Company received approximately $ 630,000 373,500 258,000 |
PRIVATE PLACEMENT AND JH DARBIE
PRIVATE PLACEMENT AND JH DARBIE FINANCING | 9 Months Ended |
Sep. 30, 2021 | |
Private Placement And Jh Darbie Financing | |
PRIVATE PLACEMENT AND JH DARBIE FINANCING | NOTE 6 - PRIVATE PLACEMENT AND JH DARBIE FINANCING During the period from July 2020 to September 30, 2021, the Company entered into subscription agreements with certain accredited investors pursuant to the JH Darbie Financing, whereby the Company issued and sold a total of 100 5 ■ 25,000 1.00 ■ One convertible promissory note, convertible up to 25,000 1.00 138,889 0.18 ■ 50,000 1.00 0.20 three As September30, 2021, funds received under the JH Darbie Financing, net of debt discount, consist of the following amounts: SCHEDULE OF FUNDS RECEIVED UNDER THE SUBSCRIPTION AGREEMENT September 30, 2021 Convertible promissory notes Subscription agreements - accredited investors $ 2,073,480 Subscription agreements – related party 101,115 Total convertible promissory notes $ 2,174,595 The Company incurred approximately $ 0.64 39,000 Concurrently with the sale of the Units, JH Darbie was granted a warrant, exercisable over a five-year period, to purchase 10 10 The terms of convertible notes are summarized as follows: ■ Term: Through June 30, 2021 (extended to March 31, 2022). ■ Coupon: 16 ■ Convertible at the option of the holder at any time in the Company’s Common Stock or Edgepoint Common Stock ■ The conversion price is initially set at $ 0.18 1.00 Edgepoint Common Stock, subject to adjustment. The Company allocated the proceeds among the freestanding financial instruments that were issued in the single transaction using the relative fair value method, which affects the determination of each financial instrument initial carrying amount. The Company utilized the relative fair value method as none of the freestanding financial instruments issued as part of the single transaction are measured at fair value. Under the relative fair value method, the Company made separate estimates of the fair value of each freestanding financial instrument and then allocated the proceeds in proportion to those fair value amounts. The Company recorded non-controlling interests of approximately $ 1 As of the multiple closings of the Company during the three months ended March 31, 2021, under the private placement memorandum with JH Darbie, the estimated volume weighted grant date fair value of approximately $ 0.23 2,035,000 0.5 0.20 1.00 three SCHEDULE OF FAIR VALUE WARRANTS ESTIMATED USING BLACK SCHOLES VALUATION MODEL Expected Term 1.5 Expected volatility 152.3 164.8 % Risk-free interest rates 0.09 0.11 % Dividend yields 0.00 % As of the multiple closings of the Company through December 31, 2020, under the private placement memorandum with JH Darbie, the estimated grant date fair value of approximately $ 0.18 3,465,000 0.6 0.20 1.00 three Expected Term 1.5 Expected volatility 168.5 191.9 % Risk-free interest rates 0.12 0.15 % Dividend yields 0.00 % The Company recorded an initial debt discount of approximately $ 0.7 The Company recognized amortization expense related to the debt discount and debt issuance costs of $ 942,160 162,267 In June 2021, the Company executed amendment #4 to the private placement memorandum. At the time of the original PPM, the Company had inadvertently made an error in the PPM. Originally, the investor was granted 50,000 of the Company’s warrants to purchase an equivalent number of shares of the Company’s common stock at a strike price of $ 0.20 or 50,000 warrants to purchase an equivalent number of Edgepoint’s common share at strike price of $ 1.00 . However, the PPM was incorrectly written in that the investor could only invest in $ 10,000 ( 50,000 shares of common stock at $ 0.20 per share) of common stock of the Company) or $ 50,000 ( 50,000 shares of common stock in Edgepoint AI, Inc. at $ 1.00 per share). In conjunction with amendment #4 and to correct the error in the PPM, the Company approved the issuance of further 20,000,000 warrants to purchase shares of common stock of the Company to the investors in the 100 Units and 2,000,000 warrants to purchase shares of common stock of the Company to the Placement Agent at the same terms and conditions of the PPM. To clarify further, each unit will receive additional 200,000 warrants to purchase an equivalent number of shares of the Company’s common stock at $ 0.20 per share, so as to make it overall 250,000 warrants to buy an equivalent number of shares of the Company’s common stock, for which the investor would pay a total of $ 50,000 per unit invested upon exercise. In connection with the additional warrants issued by the Company in connection with the amendment #4, the Company recorded a stock-based compensation fair value expense of $ 2,023,522 Expected Term 1 2 Expected volatility 94.4 130.0 % Risk-free interest rates 0.08 0.25 % Dividend yields 0.00 % |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 - RELATED PARTY TRANSACTIONS Master Service Agreement with Autotelic Inc. In October 2015, Oncotelic entered into a Master Service Agreement (the “ MSA 10 Expenses related to the MSA were $ 15,801 6,011 51,039 291,887 Licensing Agreement with Autotelic Inc. In September 2021, the Company entered into an exclusive License Agreement (the “Agreement”) with Autotelic, Inc. (“ Autotelic Milestone Payments SCHEDULE OF RELATED PARTY LICENSE AGREEMENT Milestones Transaction Value Actions Tranche 1 $ 1,000,000 Upon the earlier to occur of: (i) the Company receiving an investment of at least $20 million, and (ii) the uplisting of the Company’s common stock to any NASDAQ market or the New York Stock Exchange. Tranche 2 $ 2,000,000 Upon approval by the United States Food and Drug Administration of the Company’s 505(b)2 application for purposes of treating PD. Tranche 3 $ 2,000,000 Upon first patient in (“ FPI” Tranche 4 $ 2,500,000 Upon FPI for phase 2 clinical trials supporting the use of AL-101 to treat FSD. Tranche 5 $ 2,500,000 Upon FPI for phase 3 clinical trials supporting the use of AL-101 to treat FSD Tranche 6 $ 10,000,000 Upon Marketing approval for the use of AL-101 to treat PD. Tranche 7 $ 10,000,000 Upon Marketing approval for the use of AL-101 to treat ED Tranche 8 $ 10,000,000 Upon Marketing approval for the use of AL-101 to treat FSD Tranche 9 $ 10,000,000 Upon the earlier of: (i) the Company entering into a licensing agreement with a third party for the use of AL-101 for the treatment of PD, ED or FSD with an aggregate licensing value of at least $50 million; and (ii) the Company’s gross revenue derived from sales of AL-101 for the treatment of PD, ED or FSD reaches at least $50.0 million. In addition to the Milestone Payments, Autotelic will be entitled to royalties equal to 15 Note Payable and Short Term Loan – Related Parties In April 2019, the Company issued a convertible note to Dr. Trieu totaling $ 164,444 16,444 148,000 250,000 35,000 70,000 50,000 5 250,000 During the three months ended March 31, 2021, Autotelic Inc, provided a short-term loan of $ 120,000 250,000 20,000 Artius Consulting Agreement On March 9, 2020, the Company and Artius Bioconsulting, LLC (“ Artius Effective Date Artius Agreement EdgePoint AI Under the terms of the Artius Agreement, the Company agreed to grant to Artius, subject to approval by the Company’s Board of Directors and pursuant to the Company’s 2017 Equity Incentive Plan, 148,837 30 The Artius Agreement contemplates that Mr. King will generally provide his services at a rate of $237 per hour, not to exceed 44 hours per month and payable monthly, and to reimburse Mr. King for reasonable and necessary expenses incurred by him or Artius in connection with providing services to the Company. Either the Company or Artius may terminate the Artius Agreement at any time, for any reason following the Effective Date. The Artius Agreement will automatically renew one year from the Effective Date, unless the Parties agree to terminate the Artius Agreement at that time. The Company recorded an expense of $ 0 106,712 Maida Consulting Agreement Effective May 5, 2020, the Company and Dr. Maida entered into an independent consulting agreement, commencing April 1, 2020 (the “Maida Agreement”), under which Dr. Maida will assist the Company in providing medical expertise and advice from time to time in the design, conduct and oversight of the Company’s existing and future clinical trials. Pursuant to the terms of the Maida Agreement, the Company will grant to Dr. Maida 400,000 80,000 0.20 The Company will also pay Dr. Maida $15,000 per month for a minimum of 20 hours per week, in in addition to reimbursement of reasonable and necessary expenses incurred by Dr. Maida in connection with his services to the Company. Either the Company or Dr. Maida may terminate the Maida Agreement, for any reason, upon 30 days advance written notice. The Company recorded an expense of $ 45,000 135,000 90,000 |
EQUITY PURCHASE AGREEMENT AND R
EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT | 9 Months Ended |
Sep. 30, 2021 | |
Equity Purchase Agreement And Registration Rights Agreement | |
EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT | NOTE 8 - EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT On May 3, 2021, the Company entered into an Equity Purchase Agreement (“ EPL Peak One Investor 250,000 10,000,000 Following effectiveness of the Registration Statement, and subject to certain limitations and conditions set forth in the Equity Purchase Agreement, the Company shall have the discretion to deliver put notices to the Investor and the Investor will be obligated to purchase shares of the Company’s Common Stock based on the investment amount specified in each put notice. The minimum amount that the Company shall be entitled to put to the Investor in each put notice is $ 20,000 1.0 In connection with the EPL, the Company recorded a non-cash cost of approximately $ 40,000 During the three months ended June 30, 2021, the Company sold a total of 400,000 0.15 0.23 99,000 29,000 900,000 0.11 0.12 110,000 11,000 50,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 9 - STOCKHOLDERS’ EQUITY The following transactions affected the Company’s Stockholders’ Equity: Equity Transactions During the Period Since the Merger with Oncotelic Issuance and conversion of Preferred Stock In April 2019, pursuant to the Oncotelic merger the Company issued 193,713 shares of Series A Preferred in exchange for 77,154 shares of Oncotelic Common Stock. Further, in November 2019 the Company issued 84,475 shares of Series A Preferred to PointR in exchange of 11,135,935 shares of PointR Common Stock upon the consummation of the PointR merger. In March 2021, 278,188 shares of the Company’s preferred stock converted to 278,187,847 shares of its Common Stock, effective March 31, 2021. Issuance of Common Stock during the nine months ended September 30, 2021 In January 2021, the Company issued 657,200 In March 2021, the Company converted 278,188 278,187,847 In May 2021, the Company issued 250,000 70,000 In June 2021, the Company sold a total of 400,000 0.15 0.23 70,000 In July 2021, the Company issued 1,257,952 226,431 In September 2021, the Company issued 310,000 23,641 In September 2021, the Company sold a total of 900,000 0.11 0.12 110,000 Issuance of Common Stock during the nine months ended September 30, 2020 In February 2020, the Company issued 500,000 In March 2020, the Company issued 750,000 In March 2020, the Company issued 500,000 In March 2020, the Company issued 1,012,145 In February 2020, the Company issued 1,200,000 In June 2020, the Company issued 569,800 In July 2020, the Company issued 1,000,000 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2021 | |
Compensation Related Costs [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 10 – STOCK-BASED COMPENSATION Options Pursuant to the Oncotelic merger, the Company’s Common Stock and corresponding outstanding options survived. The below information details the Company’s associated option activity. As of September 30, 2021, options to purchase Common Stock were outstanding under three stock option plans – the 2017 Equity Incentive Plan (the “ 2017 Plan 2015 Plan 2005 Plan 2,000,000 7,250,000 Employees, consultants, and directors are eligible for awards granted under the 2017 and 2015 Plans. The Company registered an additional total of 20,000,000 Plan SEC 27,250,000 1,257,952 4,244,809 Since the adoption of the 2015 Plan, no Compensation based stock option activity for qualified and unqualified stock options are summarized as follows: SCHEDULE OF COMPENSATION BASED STOCK OPTION ACTIVITY Weighted For the nine months ended September 30, 2021 Average Shares Exercise Price Outstanding at January 1, 2021 3,941,301 $ 0.78 Issued during the three and nine months ended September 30, 2021 11,394,809 0.15 Outstanding at September 30, 2021 15,336,110 $ 0.31 For the year ended December 31, 2020 Weighted Average Shares Exercise Price Outstanding at January 1, 2020 6,145,044 $ 0.75 Expired or canceled (2,203,743 ) 0.70 Outstanding at December 31, 2020 3,941,301 $ 0.78 The following table summarizes information about options to purchase shares of the Company’s Common Stock outstanding and exercisable at September 30, 2021: SCHEDULE OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING AND EXERCISABLE Weighted- Weighted- Average Outstanding Average Exercise Number Exercise prices Options Remaining Life Price Exercisable $ 0.14 7,150,000 9.92 $ 0.14 265,000 0.16 4,244,809 9.77 0.16 4,244,809 0.22 1,750,000 4.84 0.22 1,750,000 0.38 900,000 4.16 0.38 900,000 0.73 762,500 3.78 0.73 762,500 1.37 150,000 2.00 1.37 150,000 1.43 300,000 3.91 1.43 300,000 11.88 2,359 0.51 11.88 2,359 15.00 75,000 3.91 15.00 75,000 19.80 1,442 0.34 19.80 1,442 15,336,110 8.37 $ 0.31 8,451,110 The compensation expense attributed to the issuance of the options is recognized as they are vested. The employee stock option plan stock options are generally exercisable for ten years from the grant date and vest over various terms from the grant date to three years. The aggregate intrinsic value totaled $ 0 0.14 0 0.22 As of September 30, 2021, there was no future compensation cost as all stock options vested prior to December 31, 2019 and the compensation was fully expensed prior to the 2019 merger between the Company and Oncotelic, Inc. In August 2019, the Company had entered into Employment Agreements and incentive compensation arrangements with each of its executive officers, including Dr. Vuong Trieu, the Chief Executive Officer (“ CEO CTO CFO 1,257,952 of its common shares in lieu of fully vested restricted stock units and 4,244,809 incentive and non-qualified stock options to purchase its Common Stock to all its employees, including the awards due to the CEO, CFO, the prior CTO and Saran Saund, the Chief Business Officer of the Company. Further, the Company issued all its employees, including the CEO and CBO, 4,325,000 performance-based stock options that would vest over two tranches subject to certain corporate goals being achieved, none of which have vested as of September 30, 2021. In addition, the Company granted its Board of Directors and certain consultants 2,825,000 stock options, which for the Board of Directors vest over 5 quarters commencing the quarter ended September 30, 2021 and for the consultants on the same basis as the Company’s employees. Of the options granted to the Board members, 265,000 have vested as of September 30, 2021. The Company recorded a fair value stock-based compensation of $ 299,890 No SCHEDULE OF BLACK SCHOLES VALUATION ALLOWANCE MODEL OF WARRANTS Expected Term 1 Expected volatility 97.3 110.0 % Risk-free interest rates 0.05 % Dividend yields 0.00 % In addition, the Company recorded a fair value stock-based compensation of $ 226,431 Warrants Pursuant to the Oncotelic merger, the Company’s Common Stock and corresponding outstanding warrants survived. The below information represents the Company’s associated warrant activity. During the three months ended March 31, 2021, 2,035,000 467,637 1.5 20,000,000 2,023,552 1 2 In February 2020, the Company offered to cancel to all the prior warrants of the warrant holders from the 2018 debt financing and offered to reissue new warrants to such warrant holders. Out of all the warrant holders, holders of 13,750,000 2.1 No The issuance of warrants to purchase shares of the Company’s Common Stock, including those attributed to debt issuances, as of September 30, 2021 and December 31, 2020 are summarized as follows: SCHEDULE OF WARRANTS ACTIVITY Weighted- Average Shares Exercise Price Outstanding at January 1, 2021 18,702,500 $ 0.20 Issued during nine months ended September 30, 2021 24,035,000 0.20 Outstanding at September 30, 2021 42,737,500 $ 0.20 Weighted- Average For the year ended December 31, 2020 Shares Exercise Price Outstanding at January 1, 2020 19,515,787 $ 0.60 Issued during the year ended December 31, 2020 17,215,000 0.20 Expired or cancelled (18,028,287 ) 0.63 Outstanding at December 31, 2020 18,702,500 $ 0.20 The following table summarizes information about warrants outstanding and exercisable at September 30, 2021: SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE Outstanding and exercisable Weighted- Weighted- Average Average Number Remaining Life Exercise Number Exercise Price Outstanding in Years Price Exercisable $ 0.20 1,487,500 2.08 $ 0.20 1,487,500 0.20 41,250,000 2.15 0.20 41,250,000 42,737,500 2.15 $ 0.20 42,737,500 The Company issued 24,035,000 22,000,000 2.0 three five Expected Term 1 2 Expected volatility 94.4 130.0 % Risk-free interest rates 0.08 0.25 % Dividend yields 0.00 % The Company issued 13,750,000 2.1 three five Expected Term 3 Expected volatility 140.5 % Risk-free interest rates 1.40 % Dividend yields 0.00 % |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11 – INCOME TAXES Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes as of September 30, 2021 and December 31, 2020 are as follows in thousands: SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS AND LIABILITIES September 30, 2021 December 31, 2020 Deferred tax assets: Stock-based compensation $ 1,164 $ 1,164 Assets 5,887 6,227 Liability accruals 316 173 R&D Credit 4,784 4,760 Capital Loss 528 528 Deferred state tax (2,200 ) (2,086 ) Net operating loss carry forward 57,154 56,090 Total gross deferred tax assets 67,633 66,856 Less - valuation allowance (67,633 ) (66,856 ) Net deferred tax assets $ - $ - The Company had gross deferred tax assets of approximately $ 68 66.9 As of September 30, 2021 and December 31, 2020, the Company had gross federal net operating loss carryforwards of approximately $ 236.3 million and $ 237.7 million, respectively, which are available to offset future taxable income, if any. The Company recorded a valuation allowance in the full amount of its net deferred tax assets since realization of such tax benefits has been determined by our management to be less likely than not. At September 30, 2021 and December 31, 2020, the Company had California state gross operating loss carry-forwards of approximately $ 76.6 million and $ 69.8 million which will expire in various amounts from 2028 through 2040. At December 31, 2020, the Company had federal research and development tax credits of approximately $ 3.3 million which will expire in 2021 and California state research and development tax credits of approximately $ 1.4 million which have no expiration date. The Company identified its federal and California state tax returns as “major” tax jurisdictions. The periods out income tax returns are subject to examination for these jurisdictions are 2017 through 2020. We believe our income tax filing positions and deductions will be sustained on audit, and we do not anticipate any adjustments that would result in a material change to our financial position. Therefore, no liabilities for uncertain income tax positions have been recorded. The Company filed its 2020 federal and state corporate tax returns in October 2021. Portions of these carryforwards will expire through 2038 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES Leases Currently, the Company is leasing the office located at 29397 Agoura Road, Suite 107, Agoura Hills, CA 91301 on a month-to-month basis until such time a new office is identified. The Company believes the office is sufficient for its current operations. Legal Claims From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company is not presently a party to any legal proceedings that it currently believes, if determined adversely to the Company, would individually or taken together have a material adverse effect on the Company’s business, operating results, financial condition or cash flows. PointR Merger Contingent Consideration The total purchase price of $ 17,831,427 represented the consideration transferred from Mateon in the PointR merger and was calculated based on the number of shares of Common Stock plus the preferred shares outstanding but convertible into Common Stock outstanding at the date of the Merger and includes $ 2,625,000 of contingent consideration of shares issuable to PointR shareholders upon achievement of certain milestones. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS GMP Notes In September 2021, the Company secured $ 1.5 2% 0.5 0.5 In October 2021, the Company entered into an Unsecured Convertible Note Purchase Agreement with GMP, pursuant to which the Company issued a convertible promissory note in the aggregate principal amount of $ 0.5 0.5 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions and disclosure of contingent liabilities at the date of the financial statements and revenues and expense during the reporting period. Actual results could materially differ from those estimates. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the financial statements. Significant estimates include the valuation of goodwill and intangible assets for impairment, deferred tax asset and valuation allowance, and fair value of financial instruments. |
Cash | Cash As of September 30, 2021, and December 31, 2020 the Company held all its cash in banks. The Company considers investments in highly liquid instruments with a maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020, respectively. Restricted cash consists of certificates of deposits held at banks as collateral for various purposes. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued expense approximate their fair values based on the short-term maturity of these instruments. As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. The three levels of the fair value hierarchy defined by ASC 820 are as follows: ● Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. ● Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. ● Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company did not have any Level 1 or Level 2 assets and liabilities at September 30, 2021 and December 31, 2020. The derivative liabilities associated with its 2019 bridge financing Convertible Notes (see Note 5), consisted of conversion feature derivatives at September 30, 2021 and December 31, 2020, are Level 3 fair value measurements. The table below sets forth a summary of the changes in the fair value of the Company’s derivative liabilities classified as Level 3 as of September 30, 2021 and 2020: SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES September 30, 2021 September 30, 2020 Balance at January 1, 2021 and 2020 $ 777,024 $ 540,517 New derivative liability - 870,268 Reclassification to additional paid in capital from conversion of debt to common stock (144,585 ) (573,811 ) Change in fair value (239,278 ) (60,504 ) Balance at September 30, 2021 and 2020 $ 393,161 $ 776,470 As of September 30, 2021 and 2020, the Company estimated the fair value of the conversion feature derivatives embedded in the convertible debentures based on assumptions used in the Black-Scholes valuation model. The key valuation assumptions used consists, in part, of the price of the Company’s Common Stock, a risk-free interest rate based on the yield of a Treasury note and expected volatility of the Company’s Common Stock all as of the measurement dates. The Company used the following assumptions to estimate fair value of the derivatives as of September 30, 2021 and 2020: SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES Sept. 30, 2021 Key Assumptions for fair value of conversions Sept. 30, 2020 Key Assumptions for fair value of conversions Risk free interest 0.05 % 0.13 % Market price of share $ 0.14 $ 0.18 Life of instrument in years 0.56 0.85 1.56 1.85 Volatility 108.96 % 150.77 % Dividend yield 0 % 0 % When the Company changes its valuation inputs for measuring financial liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the periods ended September 30, 2021 and 2020, respectively, there were no transfers of financial assets or financial liabilities between the hierarchy levels. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share includes the effect of Common Stock equivalents (notes convertible into Common Stock, stock options and warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive. The following number of shares have been excluded from diluted loss since such inclusion would be anti-dilutive: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Three and Nine Months Ended Sept. 30, 2021 2020 Convertible notes 41,522,204 20,237,084 Stock options 16,594,062 6,130,004 Warrants 42,737,500 18,152,500 Potentially dilutive securities 100,853,766 44,519,588 |
Stock-Based Compensation | Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ ASC 718 For stock options issued to employees and members of the Board of Directors (the “ Board Pursuant to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance with ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above. For warrants issued in connection with fund raising activities, the Company estimates the grant date fair value of each warrant using the Black-Scholes pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the warrant, the expected volatility of the Common Stock consistent with the expected life of the warrant, risk-free interest rates and expected dividend yields of the Common Stock. If the warrants are issued upon termination or cancellation of prior issued warrants, then the Company estimates the grant date fair value of the new warrants using the Black-Scholes pricing model and evaluates whether the new warrants are deemed as equity instruments or liability instruments. If the warrants are deemed to be equity instruments, the Company records stock compensation expense and an addition to additional paid in capital. If however, the warrants are deemed to be liability instruments, then the fair value is treated as a deemed dividend and credited to additional paid in capital. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the three and nine months ended September 30, 2021 and 2020, there were no |
Intangible Assets | Intangible Assets The Company records its intangible assets at cost in accordance with ASC 350, Intangibles – Goodwill and Other. The Company reviews the intangible assets for impairment on an annual basis or if events or changes in circumstances indicate it is more likely than not that they are impaired. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. If the review indicates the impairment, an impairment loss would be recorded for the difference of the value recorded and the new value. For the three and nine months ended September 30, 2021 and 2020, there were no |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least once annually, at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the reporting unit. If, on the basis of qualitative factors, it is considered not more likely than not that the fair value of the reporting unit is less than the carrying amount, further testing of goodwill for impairment would not be required. Otherwise, goodwill impairment is tested using a two-step approach. The first step involves comparing the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit is determined to be greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is determined to be greater than the fair value, the second step must be completed to measure the amount of impairment, if any. The second step involves calculating the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit as determined in step one. The implied fair value of the goodwill in this step is compared to the carrying value of goodwill. If the implied fair value of the goodwill is less than the carrying value of the goodwill, an impairment loss equivalent to the difference is recorded. For the three and nine months ended September 30, 2021 and 2020, there were no |
Derivative Financial Instruments Indexed to the Company’s Common Stock | Derivative Financial Instruments Indexed to the Company’s Common Stock We have generally issued derivative financial instruments, such as warrants, in connection with our equity offerings. We evaluate the terms of these derivative financial instruments in order to determine their accounting treatment in our financial statements. Key considerations include whether the financial instruments are freestanding and whether they contain conditional obligations. If the warrants are freestanding, do not contain conditional obligations and meet other classification criteria, we account for the warrants as an equity instrument. However, if the warrants contain conditional obligations, then we account for the warrants as a liability until the conditional obligations are met or are no longer relevant. Because no established market prices exist for the warrants that we issue in connection with our equity offerings, we must estimate the fair value of the warrants, which is as inherently subjective as it is for stock options, and for similar reasons as noted in the stock-based compensation section above. For financial instruments which are accounted for as a liability, we report any changes in their estimated fair values as gains or losses in our Consolidated Statement of Operations. |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815 “Derivatives and Hedging”. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20 “Debt – Debt with Conversion and Other Options.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Original issue discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 “Derivatives and Hedging – Contracts in Entity’s Own Equity” provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASU Under ASU 2014-9, the Company recognizes revenue when its customers obtain control of the promised good or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company applies the following five-step: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASU 2014-09, the Company identifies the performance obligation(s) in the contract by assessing whether the goods or services promised within each contract are distinct. The Company then recognizes revenue for the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company anticipates generating revenues from rendering services to other third party customers for the development of certain drug products and/or in connection with certain out-licensing agreements. In the case of services rendered for development of the drugs, revenue is recognized upon the achievement of the performance obligations or over time on a straight-line basis over the extended service period. In the case of out-licensing contracts, the Company records revenues either upon achievement of certain pre-defined milestones, when there is no obligation of the Company achieve any performance obligations in connection with the said pre-defined milestones, or upon achievement of the performance obligations if the milestones require the Company to provide the performance obligations. The Company occasionally collects advance payments from customers toward commitments to provide services or performance obligations, in which case the advance payment is recorded as a liability until the obligations are fulfilled and revenue is recognized. |
Research Service Agreement between GMP and Oncotelic /Oncotelic Inc. (“Oncotelic Entities”) | Research Service Agreement between GMP and Oncotelic /Oncotelic Inc. (“Oncotelic Entities”) In February 2020, Oncotelic Inc. and GMP entered into a research and services agreement (the “ Agreement Product Supplement 1.2 40 |
Agreement with Autotelic BIO (“ATB”) | Agreement with Autotelic BIO (“ATB”) Oncotelic Inc. had entered into a license agreement in February 2018 (the “ ATB Agreement Combined Product 500,000 500,000 1,000,000 2,000,000 500,000 |
Research & Development Costs | Research & Development Costs In accordance with ASC 730-10-25 “Research and Development”, research and development costs are charged to expense as and when incurred. |
Prior Period Reclassifications | Prior Period Reclassifications Certain amounts in prior periods may have been reclassified to conform with current period presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“ FASB ASU In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09 for all entities by one year. ASU 2014-09 became effective on January 1, 2018. The ASU also requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The Company adopted ASU 2015-14 during the three months ended March 31, 2020 as till then, no revenue was earned by the Company. In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020. The Company is currently evaluating the potential impact of the update on its consolidated financial statements. All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES | The table below sets forth a summary of the changes in the fair value of the Company’s derivative liabilities classified as Level 3 as of September 30, 2021 and 2020: SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES September 30, 2021 September 30, 2020 Balance at January 1, 2021 and 2020 $ 777,024 $ 540,517 New derivative liability - 870,268 Reclassification to additional paid in capital from conversion of debt to common stock (144,585 ) (573,811 ) Change in fair value (239,278 ) (60,504 ) Balance at September 30, 2021 and 2020 $ 393,161 $ 776,470 |
SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES | SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES Sept. 30, 2021 Key Assumptions for fair value of conversions Sept. 30, 2020 Key Assumptions for fair value of conversions Risk free interest 0.05 % 0.13 % Market price of share $ 0.14 $ 0.18 Life of instrument in years 0.56 0.85 1.56 1.85 Volatility 108.96 % 150.77 % Dividend yield 0 % 0 % |
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Three and Nine Months Ended Sept. 30, 2021 2020 Convertible notes 41,522,204 20,237,084 Stock options 16,594,062 6,130,004 Warrants 42,737,500 18,152,500 Potentially dilutive securities 100,853,766 44,519,588 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | The following table summarizes the balances as of September 30, 2021 and December 31, 2020, of the intangible assets acquired, their useful life, and annual amortization: SCHEDULE OF INTANGIBLE ASSETS Sept 30, 2021 Remaining Estimated Intangible asset – Intellectual Property $ 819,191 16.25 Intangible asset – Capitalization of license cost 190,989 16.25 1,010,180 Less Accumulated Amortization (175,497 ) Total $ 834,683 December 31, 2020 Remaining Estimated Intangible asset – Intellectual Property $ 819,191 18.00 Intangible asset – Capitalization of license cost 190,989 18.00 1,010,180 Less Accumulated Amortization (136,974 ) Total $ 873,206 |
SCHEDULE OF AMORTIZATION OF EXPENSE FOR INTANGIBLE ASSETS | The future yearly amortization expense over the next five years and thereafter are as follows: SCHEDULE OF AMORTIZATION OF EXPENSE FOR INTANGIBLE ASSETS For the three months and years ending December 31, Remainder of 2021 $ 12,841 2022 51,365 2023 51,365 2024 51,365 2025 51,365 Thereafter 616,382 $ 834,683 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Accounts payable and accrued expense consists of the following amounts: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES September 30, 2021 December 31, 2020 Accounts payable $ 3,360,233 $ 1,937,419 Accrued expense 1,046,574 798,386 Accounts payable and accrued liabilities $ 4,406,807 $ 2,735,805 September 30, 2021 December 31, 2020 Accounts payable – related party $ 425,740 $ 391,631 |
CONVERTIBLE DEBENTURES, NOTES_2
CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE DEBENTURES | As of September 30, 2021 special purchase agreements (SPAs) with convertible debentures and notes, net of debt discount and including accrued interest, if any, consist of the following amounts: SCHEDULE OF CONVERTIBLE DEBENTURES September 30, 2021 Convertible debentures 10% Convertible note payable, due April 23, 2022 – Bridge Investor 26,778 10% Convertible note payable, due April 23, 2022 – Related Party 125,458 10% Convertible note payable, due August 6, 2022 – Bridge Investor 183,313 335,549 Fall 2019 Notes 5% Convertible note payable – Stephen Boesch 117,708 5% Convertible note payable – Related Party 273,108 5% Convertible note payable – Dr. Sanjay Jha (Through his family trust) 272,628 5% Convertible note payable – CEO, CTO & CFO 89,332 5% Convertible note payable – Bridge Investors 183,022 935,798 Geneva Notes Geneva notes 313,472 August 2021 Convertible Notes 5% Convertible note – Autotelic Inc 251,952 5% Convertible note – bridge investors 376,416 5% Convertible note - CFO 75,586 703,954 Other Debt Short term debt from CEO 20,000 Short term debt – bridge investors 258,185 Short term debt from CFO 45,050 Short term debt – Autotelic Inc. 20,000 343,235 Total of debentures, notes and other debt $ 2,632,008 As of December 31, 2020, convertible debentures and notes, net of debt discount, consist of the following amounts: December 31, 2020 Convertible debentures 10% Convertible note payable, due April 23, 2022 - TFK 39,065 10% Convertible note payable, due April 23, 2022 – Related Party 14,256 10% Convertible note payable, due April 23, 2022 – Bridge Investor 69,848 10% Convertible note payable, due August 6, 2022 – Bridge Investor 168,421 291,590 Fall 2019 Notes 5% Convertible note payable – Stephen Boesch 213,046 5% Convertible note payable – Related Party 263,733 5% Convertible note payable – Dr. Sanjay Jha (Through his family trust) 263,253 5% Convertible note payable – CEO, CTO & CFO 86,257 5% Convertible note payable – Bridge Investors 176,722 1,003,011 Other Debt Short term debt from CFO 25,000 Short term debt from CEO 20,000 Other short term debt – Bridge Investor 50,000 95,000 Total of debentures, notes and other debt $ 1,389,601 |
SCHEDULE OF CONVERTIBLE NOTES | As of September 30, 2021, and December 31, 2020, convertible notes, net of debt discount, consist of the following amounts: SCHEDULE OF CONVERTIBLE NOTES September 30, 2021 December 31, 2020 Related parties convertible note, 5% coupon August 2022 $ 251,952 $ - CFO convertible note, 5% coupon August 2022 75,586 Accredited investors convertible note, 5% coupon August 2022 376,416 - $ 703,954 $ - |
SCHEDULE OF SHORT-TERM LOANS | SCHEDULE OF SHORT-TERM LOANS Other Debt September 30, 2021 Short term debt from CEO 20,000 Short term debt – bridge investors 258,185 Short term debt from CFO 45,050 Short term debt – Autotelic Inc. 20,000 343,235 |
PRIVATE PLACEMENT AND JH DARB_2
PRIVATE PLACEMENT AND JH DARBIE FINANCING (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Private Placement And Jh Darbie Financing | |
SCHEDULE OF FUNDS RECEIVED UNDER THE SUBSCRIPTION AGREEMENT | As September30, 2021, funds received under the JH Darbie Financing, net of debt discount, consist of the following amounts: SCHEDULE OF FUNDS RECEIVED UNDER THE SUBSCRIPTION AGREEMENT September 30, 2021 Convertible promissory notes Subscription agreements - accredited investors $ 2,073,480 Subscription agreements – related party 101,115 Total convertible promissory notes $ 2,174,595 |
SCHEDULE OF FAIR VALUE WARRANTS ESTIMATED USING BLACK SCHOLES VALUATION MODEL | SCHEDULE OF FAIR VALUE WARRANTS ESTIMATED USING BLACK SCHOLES VALUATION MODEL Expected Term 1.5 Expected volatility 152.3 164.8 % Risk-free interest rates 0.09 0.11 % Dividend yields 0.00 % Expected Term 1.5 Expected volatility 168.5 191.9 % Risk-free interest rates 0.12 0.15 % Dividend yields 0.00 % Expected Term 1 2 Expected volatility 94.4 130.0 % Risk-free interest rates 0.08 0.25 % Dividend yields 0.00 % |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTY LICENSE AGREEMENT | SCHEDULE OF RELATED PARTY LICENSE AGREEMENT Milestones Transaction Value Actions Tranche 1 $ 1,000,000 Upon the earlier to occur of: (i) the Company receiving an investment of at least $20 million, and (ii) the uplisting of the Company’s common stock to any NASDAQ market or the New York Stock Exchange. Tranche 2 $ 2,000,000 Upon approval by the United States Food and Drug Administration of the Company’s 505(b)2 application for purposes of treating PD. Tranche 3 $ 2,000,000 Upon first patient in (“ FPI” Tranche 4 $ 2,500,000 Upon FPI for phase 2 clinical trials supporting the use of AL-101 to treat FSD. Tranche 5 $ 2,500,000 Upon FPI for phase 3 clinical trials supporting the use of AL-101 to treat FSD Tranche 6 $ 10,000,000 Upon Marketing approval for the use of AL-101 to treat PD. Tranche 7 $ 10,000,000 Upon Marketing approval for the use of AL-101 to treat ED Tranche 8 $ 10,000,000 Upon Marketing approval for the use of AL-101 to treat FSD Tranche 9 $ 10,000,000 Upon the earlier of: (i) the Company entering into a licensing agreement with a third party for the use of AL-101 for the treatment of PD, ED or FSD with an aggregate licensing value of at least $50 million; and (ii) the Company’s gross revenue derived from sales of AL-101 for the treatment of PD, ED or FSD reaches at least $50.0 million. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Compensation Related Costs [Abstract] | |
SCHEDULE OF COMPENSATION BASED STOCK OPTION ACTIVITY | Compensation based stock option activity for qualified and unqualified stock options are summarized as follows: SCHEDULE OF COMPENSATION BASED STOCK OPTION ACTIVITY Weighted For the nine months ended September 30, 2021 Average Shares Exercise Price Outstanding at January 1, 2021 3,941,301 $ 0.78 Issued during the three and nine months ended September 30, 2021 11,394,809 0.15 Outstanding at September 30, 2021 15,336,110 $ 0.31 For the year ended December 31, 2020 Weighted Average Shares Exercise Price Outstanding at January 1, 2020 6,145,044 $ 0.75 Expired or canceled (2,203,743 ) 0.70 Outstanding at December 31, 2020 3,941,301 $ 0.78 |
SCHEDULE OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING AND EXERCISABLE | The following table summarizes information about options to purchase shares of the Company’s Common Stock outstanding and exercisable at September 30, 2021: SCHEDULE OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING AND EXERCISABLE Weighted- Weighted- Average Outstanding Average Exercise Number Exercise prices Options Remaining Life Price Exercisable $ 0.14 7,150,000 9.92 $ 0.14 265,000 0.16 4,244,809 9.77 0.16 4,244,809 0.22 1,750,000 4.84 0.22 1,750,000 0.38 900,000 4.16 0.38 900,000 0.73 762,500 3.78 0.73 762,500 1.37 150,000 2.00 1.37 150,000 1.43 300,000 3.91 1.43 300,000 11.88 2,359 0.51 11.88 2,359 15.00 75,000 3.91 15.00 75,000 19.80 1,442 0.34 19.80 1,442 15,336,110 8.37 $ 0.31 8,451,110 |
SCHEDULE OF BLACK SCHOLES VALUATION ALLOWANCE MODEL OF WARRANTS | SCHEDULE OF BLACK SCHOLES VALUATION ALLOWANCE MODEL OF WARRANTS Expected Term 1 Expected volatility 97.3 110.0 % Risk-free interest rates 0.05 % Dividend yields 0.00 % Expected Term 1 2 Expected volatility 94.4 130.0 % Risk-free interest rates 0.08 0.25 % Dividend yields 0.00 % Expected Term 3 Expected volatility 140.5 % Risk-free interest rates 1.40 % Dividend yields 0.00 % |
SCHEDULE OF WARRANTS ACTIVITY | The issuance of warrants to purchase shares of the Company’s Common Stock, including those attributed to debt issuances, as of September 30, 2021 and December 31, 2020 are summarized as follows: SCHEDULE OF WARRANTS ACTIVITY Weighted- Average Shares Exercise Price Outstanding at January 1, 2021 18,702,500 $ 0.20 Issued during nine months ended September 30, 2021 24,035,000 0.20 Outstanding at September 30, 2021 42,737,500 $ 0.20 Weighted- Average For the year ended December 31, 2020 Shares Exercise Price Outstanding at January 1, 2020 19,515,787 $ 0.60 Issued during the year ended December 31, 2020 17,215,000 0.20 Expired or cancelled (18,028,287 ) 0.63 Outstanding at December 31, 2020 18,702,500 $ 0.20 |
SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE | The following table summarizes information about warrants outstanding and exercisable at September 30, 2021: SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE Outstanding and exercisable Weighted- Weighted- Average Average Number Remaining Life Exercise Number Exercise Price Outstanding in Years Price Exercisable $ 0.20 1,487,500 2.08 $ 0.20 1,487,500 0.20 41,250,000 2.15 0.20 41,250,000 42,737,500 2.15 $ 0.20 42,737,500 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS AND LIABILITIES | Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes as of September 30, 2021 and December 31, 2020 are as follows in thousands: SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS AND LIABILITIES September 30, 2021 December 31, 2020 Deferred tax assets: Stock-based compensation $ 1,164 $ 1,164 Assets 5,887 6,227 Liability accruals 316 173 R&D Credit 4,784 4,760 Capital Loss 528 528 Deferred state tax (2,200 ) (2,086 ) Net operating loss carry forward 57,154 56,090 Total gross deferred tax assets 67,633 66,856 Less - valuation allowance (67,633 ) (66,856 ) Net deferred tax assets $ - $ - |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | Aug. 13, 2021 | Feb. 25, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Aug. 31, 2021 | Jun. 30, 2021 | May 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Oct. 31, 2021 | Jun. 28, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Product Information [Line Items] | |||||||||||||||||
Service revenue | $ 1,740,855 | ||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.20 | $ 0.01 | $ 0.20 | $ 0.01 | $ 0.01 | ||||||||||
Proceeds from Convertible Debt | $ 300,000 | ||||||||||||||||
Convertible Debt | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | 1,000,000 | |||||||||||||
Stock issued during period | $ 109,688 | $ 99,055 | |||||||||||||||
Proceeds from Issuance of Common Stock | $ 118,594 | ||||||||||||||||
Warrants to purchase common stock | 42,737,500 | 42,737,500 | 42,737,500 | 42,737,500 | |||||||||||||
Issuance of additional warrants | $ 2,023,552,000,000 | ||||||||||||||||
Net Income (Loss) Attributable to Parent | $ (1,562,528) | $ (1,986,557) | $ (7,596,888) | (6,062,360) | |||||||||||||
Working capital deficit | $ 14,600,000 | $ 14,600,000 | 14,600,000 | 14,600,000 | |||||||||||||
Business Combination, Contingent Consideration, Liability | $ 2,600,000 | $ 2,600,000 | $ 2,600,000 | 2,600,000 | |||||||||||||
Net Cash Provided by (Used in) Operating Activities | 3,366,602 | 1,324,317 | |||||||||||||||
Proceeds from private placement | $ 1,613,200 | $ 2,304,541 | |||||||||||||||
Warrant term | 2 years 1 month 24 days | 2 years 1 month 24 days | 2 years 1 month 24 days | 2 years 1 month 24 days | |||||||||||||
Paycheck Protection Plan [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Proceeds from private placement | $ 100,000 | ||||||||||||||||
Investor [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Stock issued during period | $ 10,000 | ||||||||||||||||
Investor [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Debt Instrument, Maturity Date | Mar. 31, 2022 | ||||||||||||||||
Bridge Financiers [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Proceeds from private placement | 1,000,000 | ||||||||||||||||
Autotelic Inc [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Proceeds from private placement | $ 300,000 | ||||||||||||||||
Warrant [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Warrants to purchase common stock | 100,000 | 100,000 | 100,000 | 100,000 | |||||||||||||
Oncotelic Warrant [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Warrants to purchase common stock | 20,000,000 | 20,000,000 | |||||||||||||||
Oncotelic Warrant [Member] | Investor [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Warrants to purchase common stock | 200,000 | 200,000 | |||||||||||||||
Edgepoint Common Stock [Member] | Warrant [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Warrants to purchase common stock | 50,000 | 50,000 | 50,000 | 50,000 | |||||||||||||
Warrant exercise price per share | $ 1 | $ 1 | $ 1 | $ 1 | |||||||||||||
Edgepoint Common Stock [Member] | Oncotelic Warrant [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Warrants to purchase common stock | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | |||||||||||
Warrant exercise price per share | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | |||||||||||||
Warrants and Rights Outstanding | $ 10,000,000,000 | $ 10,000,000,000 | |||||||||||||||
Mateon Common Stock [Member] | Warrant [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Warrant exercise price per share | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | |||||||||||||
Warrant term | 3 years | 3 years | 3 years | 3 years | |||||||||||||
Convertible Promissory Note [Member] | Edgepoint Common Stock [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Conversion of debt, price per share | $ 1 | $ 1 | $ 1 | $ 1 | |||||||||||||
Convertible Promissory Note [Member] | Mateon Common Stock [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Conversion of debt, price per share | 0.18 | 0.18 | 0.18 | 0.18 | |||||||||||||
One Convertible Promissory Note [Member] | Edgepoint Common Stock [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Conversion of debt, price per share | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | |||||||||||||
Maximum [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Warrant term | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | |||||||||||
Maximum [Member] | Convertible Promissory Note [Member] | Edgepoint Common Stock [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Conversion of debt, shares | 25,000 | ||||||||||||||||
Maximum [Member] | One Convertible Promissory Note [Member] | Edgepoint Common Stock [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Conversion of debt, shares | 138,889 | ||||||||||||||||
Maximum [Member] | One Convertible Promissory Note [Member] | Mateon Common Stock [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Conversion of debt, shares | 138,889 | ||||||||||||||||
Minimum [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Warrant term | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | |||||||||||
Golden Mountain Partners LLC [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Proceeds from Convertible Debt | $ 1,500,000 | ||||||||||||||||
Edgepoint AI, Inc [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 1 | $ 1 | |||||||||||||||
Stock issued during period | $ 50,000 | ||||||||||||||||
JH Darbie & Co Inc [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Number of shares issued and sold | 10 | ||||||||||||||||
Proceeds from private placement | $ 5,000,000 | ||||||||||||||||
Payment of direct placement fees | $ 700,000 | ||||||||||||||||
Placement agent fees | $ 650,000 | ||||||||||||||||
Warrant term | 5 years | 5 years | 5 years | 5 years | |||||||||||||
JH Darbie & Co Inc [Member] | Oncotelic Warrant [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Warrants to purchase common stock | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||||
JH Darbie & Co Inc [Member] | Maximum [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Number of shares issued and sold | 100 | ||||||||||||||||
JH Darbie & Co Inc [Member] | Minimum [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Number of shares issued and sold | 40 | ||||||||||||||||
GMP [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Service revenue | $ 1,200,000 | ||||||||||||||||
Autotelic BIO [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Service revenue | 500,000 | ||||||||||||||||
Supplemental Agreement [Member] | Golden Mountain Partners LLC [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Payment for services | $ 1,200,000 | ||||||||||||||||
Service revenue | $ 0 | $ 1,700,000 | |||||||||||||||
Debt financing | $ 2,000,000 | ||||||||||||||||
Note Purchase Agreements [Member] | Autotelic Inc [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Debt face amount | $ 698,500 | ||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||
Debt Instrument, Maturity Date | Jun. 30, 2021 | ||||||||||||||||
Debt Instrument, Maturity Date, Description | The Company may prepay the Notes at any time. Events of Default under the Notes include, without limitation, (i) failure to make payments under the Notes within thirty (30) days of the Maturity Date, (ii) breaches of the Note Purchase Agreement or Notes by the Company which is not cured within thirty (30) days of notice of the breach, (iii) bankruptcy, or (iv) a change in control of the Company (as defined in the Note Purchase Agreements). The Majority Holders have the right, at any time not more than five days following the Maturity Date, to elect to convert all, and not less than all, of the outstanding accrued and unpaid interest and principal on the Notes | ||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | ||||||||||||||||
Conversion of debt, price per share | $ 0.18 | ||||||||||||||||
Unsecured Convertible Note Purchase Agreement [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Debt face amount | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||||||||||||
Interest rate | 2.00% | 2.00% | 2.00% | 2.00% | |||||||||||||
Unsecured Covertible Note Purchase Agreement [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Interest rate | 2.00% | ||||||||||||||||
Convertible Debt | $ 500,000 | ||||||||||||||||
Equity Purchase Agreement [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Stock issued during period | $ 1,300,000 | ||||||||||||||||
Proceeds from Issuance of Common Stock | 169,000 | ||||||||||||||||
Cost incurred on sale of stock | $ 40,000 | ||||||||||||||||
Proceeds from private placement | $ 200,000 | ||||||||||||||||
Equity Purchase Agreement [Member] | Peak One Opportunity Fund, L.P [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | ||||||||||||||||
Stock issued during period | $ 10,000,000 | ||||||||||||||||
Geneva Agreement [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Convertible Debt | $ 203,750 | $ 103,750,000,000 | |||||||||||||||
Proceeds from private placement | 300,000 | ||||||||||||||||
Geneva Agreement [Member] | Maximum [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Convertible Debt | $ 1,200,000 | ||||||||||||||||
Subscription Agreements [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Convertible Debt | $ 2,174,595 | $ 2,174,595 | $ 2,174,595 | $ 2,174,595 | |||||||||||||
Subscription Agreements [Member] | Edgepoint AI, Inc [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Stock issued during period | $ 50,000 | ||||||||||||||||
Number of shares issued and sold | 100 | ||||||||||||||||
Number of shares issued | 25,000 | ||||||||||||||||
Stock value, price per share | $ 1 | $ 1 | $ 1 | $ 1 | |||||||||||||
License Agreement [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Milestone payment | $ 50,000,000 | ||||||||||||||||
Royalties percent | 15.00% | 15.00% | 15.00% | 15.00% | |||||||||||||
Since Inception Date [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Net Income (Loss) Attributable to Parent | $ 29,200,000 |
SUMMARY OF CHANGES IN FAIR VALU
SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||
Balance at January 1, 2021 and 2020 | $ 777,024 | $ 540,517 |
New derivative liability | 870,268 | |
Reclassification to additional paid in capital from conversion of debt to common stock | (144,585) | (573,811) |
Change in fair value | (239,278) | (60,504) |
Balance at September 30, 2021 and 2020 | $ 393,161 | $ 776,470 |
SUMMARY OF ESTIMATE FAIR VALUE
SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES (Details) | 9 Months Ended | |
Sep. 30, 2021$ / shares | Sep. 30, 2020$ / shares | |
Property, Plant and Equipment [Line Items] | ||
Market price per share | $ 0.14 | $ 0.18 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input | 0.05 | 0.13 |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input term | 6 months 21 days | 1 year 6 months 21 days |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input term | 10 months 6 days | 1 year 10 months 6 days |
Measurement Input, Price Volatility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input | 108.96 | 150.77 |
Measurement Input, Expected Dividend Rate [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input | 0 | 0 |
SCHEDULE OF ANTIDILUTIVE SECURI
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities | 100,853,766 | 44,519,588 | 100,853,766 | 44,519,588 |
Convertible Debt Securities [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities | 41,522,204 | 20,237,084 | 41,522,204 | 20,237,084 |
Share-based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities | 16,594,062 | 6,130,004 | 16,594,062 | 6,130,004 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities | 42,737,500 | 18,152,500 | 42,737,500 | 18,152,500 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Impairment losses on long-lived assets | $ 0 | $ 0 | $ 0 | $ 0 |
Impairment losses on intangible assets | 0 | 0 | 0 | 0 |
Impairment losses on goodwill | 0 | 0 | 0 | 0 |
Reimbursement of actual costs | 40,000 | |||
Revenue | $ 1,740,855 | |||
In-Vivo [Member] | ||||
Revenue | 500,000 | |||
Oncotelic, Inc. [Member] | ||||
Due to related parties | $ 500,000 | 500,000 | ||
ATB Agreement [Member] | Japan, China, Brazil, Mexico, Russia and Korea [Member] | ||||
Marketing approval received value | 1,000,000 | |||
ATB Agreement [Member] | Germany, France, Spain, Italy and UK [Member] | ||||
Marketing approval received value | 2,000,000 | |||
Golden Mountain Partners LLC [Member] | Research Service Agreement [Member] | ||||
Placement agent fees | 1,200,000 | |||
Autotelic BIO [Member] | ||||
Revenue | $ 500,000 | |||
Autotelic BIO [Member] | ATB Agreement [Member] | ||||
Revenue | $ 500,000 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross | $ 1,010,180 | $ 1,010,180 |
Less Accumulated Amortization | (175,497) | (136,974) |
Intangible asset, net | 834,683 | 873,206 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross | $ 819,191 | $ 819,191 |
Remaining estimated useful life (years) | 16 years 3 months | 18 years |
License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross | $ 190,989 | $ 190,989 |
Remaining estimated useful life (years) | 16 years 3 months | 18 years |
SCHEDULE OF AMORTIZATION OF EXP
SCHEDULE OF AMORTIZATION OF EXPENSE FOR INTANGIBLE ASSETS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2021 | $ 12,841 | |
2022 | 51,365 | |
2023 | 51,365 | |
2024 | 51,365 | |
2025 | 51,365 | |
Thereafter | 616,382 | |
Intangible asset, net | $ 834,683 | $ 873,206 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Goodwill | $ 21,062,455 | $ 21,062,455 | $ 21,062,455 | |||
Amortization of identifiable intangible assets | 12,841 | $ 12,841 | 38,524 | $ 38,524 | ||
In process research and development balance | 1,101,760 | 1,101,760 | $ 1,101,760 | |||
Merger Agreement [Member] | PointR [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Goodwill | 16,182,456 | 16,182,456 | ||||
Merger Agreement [Member] | Oncotelic [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Goodwill | $ 4,879,999 | $ 4,879,999 | ||||
Assignment and Assumption Agreement [Member] | Autotelic Inc [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Shares issued during the period for acquisition, shares | 204,798 | |||||
Shares issued during the period for acquisition | $ 819,191 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 3,360,233 | $ 1,937,419 |
Accrued expense | 1,046,574 | 798,386 |
Accounts payable and accrued liabilities | 4,406,807 | 2,735,805 |
Accounts payable – related party | $ 425,740 | $ 391,631 |
SCHEDULE OF CONVERTIBLE DEBENTU
SCHEDULE OF CONVERTIBLE DEBENTURES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Other debt | $ 343,235 | $ 95,000 |
Total of debentures, notes and other debt | 2,632,008 | 1,389,601 |
Bridge Investor [Member] | ||
Short-term Debt [Line Items] | ||
Other debt | 258,185 | 50,000 |
5% Convertible Note Payable - Stephen Boesch [Member] | ||
Short-term Debt [Line Items] | ||
Other debt | 117,708 | |
Convertible note payable | 213,046 | |
5% Convertible Note Payable Related Party [Member] | ||
Short-term Debt [Line Items] | ||
Other debt | 273,108 | |
Convertible note payable | 263,733 | |
5% Convertible Note Payable - Sanjay Jha [Member] | ||
Short-term Debt [Line Items] | ||
Other debt | 272,628 | |
5% Convertible Note Payable - CEO, CTO and CFO [Member] | ||
Short-term Debt [Line Items] | ||
Other debt | 89,332 | |
Convertible note payable | 86,257 | |
5% Convertible note payable - Bridge Investors [Member] | ||
Short-term Debt [Line Items] | ||
Other debt | 183,022 | |
Convertible note payable | 176,722 | |
5% Convertible Note Payable [Member] | ||
Short-term Debt [Line Items] | ||
Other debt | 935,798 | |
Convertible note payable | 1,003,011 | |
Geneva Notes [Member] | ||
Short-term Debt [Line Items] | ||
Other debt | 313,472 | 0 |
5% Convertible Note Autotelic Inc [Member] | ||
Short-term Debt [Line Items] | ||
Other debt | 251,952 | |
5% Convertible Note Bridge Investors [Member] | ||
Short-term Debt [Line Items] | ||
Other debt | 376,416 | |
5% Convertible Notes Chief Financial Officer [Member] | ||
Short-term Debt [Line Items] | ||
Other debt | 75,586 | |
5% Convertible Note [Member] | ||
Short-term Debt [Line Items] | ||
Other debt | 703,954 | |
Chief Executive Officer [Member] | ||
Short-term Debt [Line Items] | ||
Other debt | 20,000 | 20,000 |
Chief Financial Officer [Member] | ||
Short-term Debt [Line Items] | ||
Other debt | 45,050 | 25,000 |
Autotelic [Member] | ||
Short-term Debt [Line Items] | ||
Other debt | 20,000 | |
5% Convertible Note Payable - Dr Sanjay Jha [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | 263,253 | |
10% Convertible Note Payable Due April 23, 2022 [Member] | TFK Investments LLC [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | 39,065 | |
10% Convertible Note Payable Due April 23, 2022 [Member] | Related Party [Member] | ||
Short-term Debt [Line Items] | ||
Other debt | 125,458 | |
10% Convertible Note Payable Due April 23, 2022 [Member] | Bridge Investor [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | 69,848 | |
10% Convertible Note Payable Due April 23, 2022 [Member] | Bridge Investor [Member] | ||
Short-term Debt [Line Items] | ||
Other debt | 26,778 | |
10% Convertible Note Payable Due April 23, 2022 [Member] | Related Party [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | 14,256 | |
10% Convertible Note Payable Due August 6, 2022 [Member] | Bridge Investor [Member] | ||
Short-term Debt [Line Items] | ||
Other debt | 183,313 | |
Convertible note payable | 168,421 | |
10% Convertible Note Payable [Member] | ||
Short-term Debt [Line Items] | ||
Other debt | $ 335,549 | |
Convertible note payable | $ 291,590 |
SCHEDULE OF CONVERTIBLE NOTES (
SCHEDULE OF CONVERTIBLE NOTES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Convertible notes | $ 703,954 | |
Related Parties Convertible Note Five Percentage Coupon August 2022 [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Convertible notes | 251,952 | |
Chief Financial Officer Convertible Note Five Percantage Coupon August 2022 [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Convertible notes | 75,586 | |
Accredited Investors Convertible Note Five Percentage Coupon August 2022 [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Convertible notes | $ 376,416 |
SCHEDULE OF SHORT-TERM LOANS (D
SCHEDULE OF SHORT-TERM LOANS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Short Term Total | $ 343,235 | $ 95,000 |
Chief Executive Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Short Term Total | 20,000 | 20,000 |
Bridge Investor [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Short Term Total | 258,185 | 50,000 |
Chief Financial Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Short Term Total | 45,050 | $ 25,000 |
Autotelic [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Short Term Total | $ 20,000 |
CONVERTIBLE DEBENTURES, NOTES_3
CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT (Details Narrative) - USD ($) | Aug. 13, 2021 | Dec. 30, 2020 | Nov. 05, 2019 | Nov. 05, 2019 | Aug. 06, 2019 | Jun. 12, 2019 | Apr. 23, 2019 | Apr. 23, 2019 | Apr. 17, 2019 | Sep. 30, 2021 | Aug. 31, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | May 31, 2021 | Jun. 30, 2020 | Apr. 30, 2020 | Dec. 31, 2019 | Nov. 30, 2019 | Apr. 30, 2019 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 30, 2020 | Oct. 31, 2021 | Aug. 17, 2021 | May 18, 2021 | Apr. 17, 2021 | Mar. 31, 2021 |
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Convertible promissory note | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||||||||||
Initial debt discount | 800,140 | 800,140 | 800,140 | ||||||||||||||||||||||||||||||
Amortization of debt discount | 110,528 | $ 611,681 | |||||||||||||||||||||||||||||||
Unamortized debt discount | 64,452 | 64,452 | $ 64,452 | 64,452 | $ 64,452 | ||||||||||||||||||||||||||||
Change in fair value of derivative liability | 145,449 | $ 49,992 | 239,278 | 60,504 | |||||||||||||||||||||||||||||
Beneficial conversion feature, total | 605,719 | ||||||||||||||||||||||||||||||||
Net proceeds from convertible debt | 300,000 | ||||||||||||||||||||||||||||||||
Amortization of OID and debt issuance costs | 1,059,525 | 1,591,261 | |||||||||||||||||||||||||||||||
Non-cash compensation expense | 299,890 | 2,147,591 | |||||||||||||||||||||||||||||||
Debt conversion amount | 76,065 | $ 103,440 | $ 721,064 | ||||||||||||||||||||||||||||||
Loss on convesrion of debt | (88,817) | (27,504) | (254,884) | ||||||||||||||||||||||||||||||
Accrued interest | 935,799 | 1,003,011 | |||||||||||||||||||||||||||||||
Short-term Debt | 343,235 | 343,235 | 95,000 | 343,235 | 95,000 | ||||||||||||||||||||||||||||
Convertible notes payable | 703,954 | 703,954 | 703,954 | ||||||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | 118,594 | ||||||||||||||||||||||||||||||||
Note Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Conversion price per share | $ 0.18 | ||||||||||||||||||||||||||||||||
Accrued interest | 5,400 | ||||||||||||||||||||||||||||||||
Debt instrument, description | The convertible notes carry a five (5%) percent coupon and mature one year from issuance | ||||||||||||||||||||||||||||||||
Convertible notes payable | $ 698,500,000,000 | ||||||||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 690,825,000,000 | ||||||||||||||||||||||||||||||||
Proceeds from Issuance of Debt | 5,400 | ||||||||||||||||||||||||||||||||
TFK Investments LLC [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Convertible promissory note | 0 | 0 | 0 | ||||||||||||||||||||||||||||||
Derivative liability | 145,000 | 145,000 | 109,000 | 145,000 | 109,000 | ||||||||||||||||||||||||||||
Change in fair value of derivative liability | $ 38,000 | ||||||||||||||||||||||||||||||||
Loan outstanding | 67,000 | $ 67,000 | |||||||||||||||||||||||||||||||
Conversion of debt, shares | 657,200 | 1,950,000 | |||||||||||||||||||||||||||||||
Debt conversion amount | $ 210,000 | $ 133,430 | |||||||||||||||||||||||||||||||
Loss on convesrion of debt | 2,000 | ||||||||||||||||||||||||||||||||
Golden Mountain Partners LLC [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Net proceeds from convertible debt | $ 1,500,000 | ||||||||||||||||||||||||||||||||
Golden Mountain Partners LLC [Member] | Debt Financing [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Proceeds from Lines of Credit | 500,000 | ||||||||||||||||||||||||||||||||
Autotelic [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Due to related parties | 20,000 | 20,000 | 20,000 | ||||||||||||||||||||||||||||||
Repayments of Related Party Debt | $ 20,000 | ||||||||||||||||||||||||||||||||
Tranche One [Member] | Peak One Opportunity Fund, L.P [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Conversion of debt, shares | 2,581,945 | ||||||||||||||||||||||||||||||||
Debt conversion amount | $ 200,000 | ||||||||||||||||||||||||||||||||
Tranche Two [Member] | Peak One Opportunity Fund, L.P [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Conversion of debt, shares | 200,000 | ||||||||||||||||||||||||||||||||
Debt conversion amount | $ 2,000,000 | ||||||||||||||||||||||||||||||||
Fall 2019 Debt Financing [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Gross proceeds from convertible debt | $ 500,000 | ||||||||||||||||||||||||||||||||
Debt financing | $ 1,000,000 | ||||||||||||||||||||||||||||||||
Fall 2019 Notes [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt financing | 850,000 | 850,000 | 950,000 | 850,000 | 950,000 | ||||||||||||||||||||||||||||
Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Unamortized debt discount | 0 | 0 | 0 | ||||||||||||||||||||||||||||||
Debt instrument, conversion description | The Majority Holders have the right, at any time not more than five (5) days following the Maturity Date, to elect to convert all, and not less than all, of the outstanding accrued and unpaid interest and principal on the Fall 2019 Notes. The Fall 2019 Notes may be converted, at the election of the Majority Holders, either (a) into shares of the Company’s Common Stock at a conversion price of $0.18 per share, or (b) into shares of common stock of the Edgepoint, at a conversion price of $5.00 (based on a $5.0 million pre-money valuation) of Edgepoint and 1,000,000 shares outstanding | ||||||||||||||||||||||||||||||||
Beneficial conversion feature, total | 222,222 | ||||||||||||||||||||||||||||||||
Amortization of OID and debt issuance costs | 0 | 111,112 | |||||||||||||||||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||||||||||||||||||
Interest expense | 10,625 | 12,500 | 32,787 | 37,500 | |||||||||||||||||||||||||||||
Paycheck Protection Program Promissory Note [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Accrued interest | 0 | 251,733 | |||||||||||||||||||||||||||||||
Interest Payable | $ 253,347 | ||||||||||||||||||||||||||||||||
Second Paycheck Protection Program Promissory Note [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Loan outstanding | 92,995 | 92,995 | 0 | 92,995 | 0 | ||||||||||||||||||||||||||||
Proceeds from Collection of Loans Receivable | $ 92,995 | ||||||||||||||||||||||||||||||||
GMP Note [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Interest rate | 2.00% | 2.00% | |||||||||||||||||||||||||||||||
Accrued interest | 2,050,411 | 2,000,000 | |||||||||||||||||||||||||||||||
Debt term | 1 year | ||||||||||||||||||||||||||||||||
GMP Note Two [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt financing | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||||||||||||||||
Interest rate | 2.00% | 2.00% | 2.00% | ||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | October 2021 Note [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Convertible promissory note | $ 500,000 | ||||||||||||||||||||||||||||||||
Interest rate | 2.00% | ||||||||||||||||||||||||||||||||
Convertible Debt [Member] | Peak One Opportunity Fund, L.P [Member] | Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 0 | $ 0 | 0 | $ 0 | 0 | $ 20,000 | |||||||||||||||||||||||||||
Debt instrument, conversion description | (i) a conversion price, during the first 180 days, of $0.10 per share (the “Fixed Price”), and then (2) at the lower of the Fixed Price or 65% of the Company’s lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company’s traded stock price under certain circumstances. The Company has agreed to at all times, reserve and keep available out of its authorized Common Stock a number of shares equal to at least two times the full number of the Tranche #1 Conversion Shares. The Company may redeem the Convertible Note at rates of 110% to 140% over the principal balance dependent on certain events and redeem the value with accrued interest thereon, if any. | ||||||||||||||||||||||||||||||||
Beneficial conversion feature, total | $ 84,570 | ||||||||||||||||||||||||||||||||
Loan outstanding | 200,000 | ||||||||||||||||||||||||||||||||
Aggregate purchase price | $ 400,000 | ||||||||||||||||||||||||||||||||
Number of restricted stock issued | 350,000 | ||||||||||||||||||||||||||||||||
Original issue discount, percentage | 10.00% | ||||||||||||||||||||||||||||||||
Debt issuance cost | $ 5,000 | ||||||||||||||||||||||||||||||||
Net proceeds from convertible debt | $ 175,000 | ||||||||||||||||||||||||||||||||
Description of violation or event of default | Upon the occurrence of certain events of default, the Buyer, amongst other remedies, has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event. | ||||||||||||||||||||||||||||||||
Beneficial conversion feature, excluding discount | $ 52,285 | ||||||||||||||||||||||||||||||||
Number of restricted stock issued, value | 32,285 | ||||||||||||||||||||||||||||||||
Amortization of OID and debt issuance costs | 0 | ||||||||||||||||||||||||||||||||
Convertible Debt [Member] | Peak One Opportunity Fund, L.P [Member] | Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Loan outstanding | 400,000 | ||||||||||||||||||||||||||||||||
Convertible Debt [Member] | Peak One Opportunity Fund, L.P [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Conversion price per share | $ 0.10 | $ 0.10 | |||||||||||||||||||||||||||||||
Convertible Debt [Member] | TFK Investments LLC [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 20,000 | $ 20,000 | 0 | 0 | 3,589 | 0 | 3,589 | ||||||||||||||||||||||||||
Debt instrument, conversion description | (i) a conversion price, during the first 180 days, of $0.10 per share (the “Fixed Price”), and then (2) at the lower of the Fixed Price or 65% of the Company’s lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company’s traded stock price under certain circumstances. The Company has agreed to at all times reserve and keep available out of its authorized Common Stock a number of shares equal to at least two times the full number of the TFK Conversion Shares. The Company may redeem the Convertible Note at rates of 110% to 140% rates over the principal balance dependent on certain events and redeem the value with accrued interest thereon, if any. | ||||||||||||||||||||||||||||||||
Beneficial conversion feature, total | $ 84,570 | ||||||||||||||||||||||||||||||||
Loan outstanding | $ 200,000 | 200,000 | |||||||||||||||||||||||||||||||
Number of restricted stock issued | 350,000 | ||||||||||||||||||||||||||||||||
Original issue discount, percentage | 10.00% | ||||||||||||||||||||||||||||||||
Debt issuance cost | $ 5,000 | 5,000 | |||||||||||||||||||||||||||||||
Net proceeds from convertible debt | $ 175,000 | ||||||||||||||||||||||||||||||||
Maturity date | Apr. 23, 2022 | ||||||||||||||||||||||||||||||||
Description of violation or event of default | Upon the occurrence of certain events of default, the Buyer, amongst other remedies, has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event. | ||||||||||||||||||||||||||||||||
Beneficial conversion feature, excluding discount | $ 52,285 | ||||||||||||||||||||||||||||||||
Number of restricted stock issued, value | $ 32,285 | ||||||||||||||||||||||||||||||||
Conversion price per share | $ 0.10 | $ 0.10 | |||||||||||||||||||||||||||||||
Conversion of debt, shares | 300,000 | ||||||||||||||||||||||||||||||||
Non-cash compensation expense | $ 60,000 | ||||||||||||||||||||||||||||||||
Convertible Debt [Member] | TFK Investments LLC [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Percentage of redemption of convertible note | 140.00% | ||||||||||||||||||||||||||||||||
Convertible Debt [Member] | TFK Investments LLC [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Percentage of redemption of convertible note | 110.00% | ||||||||||||||||||||||||||||||||
Convertible Debt [Member] | Tranche One [Member] | Peak One Opportunity Fund, L.P [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Common stock percentage | 65.00% | ||||||||||||||||||||||||||||||||
Conversion of debt, shares | 300,000 | ||||||||||||||||||||||||||||||||
Non-cash compensation expense | $ 60,000 | ||||||||||||||||||||||||||||||||
Convertible Debt [Member] | Tranche One [Member] | Peak One Opportunity Fund, L.P [Member] | Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Loan outstanding | $ 600,000 | ||||||||||||||||||||||||||||||||
Convertible Debt [Member] | Third Tranche [Member] | Peak One Opportunity Fund, L.P [Member] | Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Loan outstanding | 200,000 | ||||||||||||||||||||||||||||||||
Convertible Debt [Member] | Tranche Two [Member] | Peak One Opportunity Fund, L.P [Member] | Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Unamortized debt discount | 20,000 | ||||||||||||||||||||||||||||||||
Beneficial conversion feature, total | 180,000 | ||||||||||||||||||||||||||||||||
Loan outstanding | $ 200,000 | ||||||||||||||||||||||||||||||||
Number of restricted stock issued | 350,000 | ||||||||||||||||||||||||||||||||
Original issue discount, percentage | 10.00% | ||||||||||||||||||||||||||||||||
Debt issuance cost | $ 1,000 | 0 | 0 | 0 | |||||||||||||||||||||||||||||
Net proceeds from convertible debt | 179,000 | ||||||||||||||||||||||||||||||||
Beneficial conversion feature, excluding discount | 132,091 | ||||||||||||||||||||||||||||||||
Number of restricted stock issued, value | $ 47,909 | ||||||||||||||||||||||||||||||||
Amortization of OID and debt issuance costs | 0 | ||||||||||||||||||||||||||||||||
Bridge Investor [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Short-term Debt | 258,185 | 258,185 | 50,000 | 258,185 | 50,000 | ||||||||||||||||||||||||||||
Proceeds from Short-term Debt | 50,000 | ||||||||||||||||||||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Loan outstanding | $ 400,000 | ||||||||||||||||||||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Peak One and TFK Financing [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Unamortized debt discount | 258,070 | 258,070 | |||||||||||||||||||||||||||||||
Derivative liability | 777,000 | 776,000 | 776,000 | 777,000 | |||||||||||||||||||||||||||||
Change in fair value of derivative liability | 241,000 | ||||||||||||||||||||||||||||||||
Beneficial conversion feature, total | 232,000 | ||||||||||||||||||||||||||||||||
Credit Risk Derivative Liabilities, at Fair Value | 60,500 | 60,500 | |||||||||||||||||||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Peak One and TFK Financing [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Derivative liability | 574,000 | 574,000 | 145,000 | 574,000 | 145,000 | ||||||||||||||||||||||||||||
Vyoung Trieu [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 164,444 | 164,444 | 1,713 | $ 16,444 | 1,713 | 1,713 | |||||||||||||||||||||||||||
Loan outstanding | $ 16,444 | $ 16,444 | 164,444 | ||||||||||||||||||||||||||||||
Net proceeds from convertible debt | $ 148,000 | ||||||||||||||||||||||||||||||||
Amortization of OID and debt issuance costs | $ 2,743 | 5,486 | |||||||||||||||||||||||||||||||
Vyoung Trieu [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Bridge Investor [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, conversion description | Amounts due under the Convertible Note may also be converted into shares (the “Trieu Conversion Shares”) of the Company’s Common Stock at any time, at the option of the holder, at a conversion price of $0.10 per share (the “Fixed Price”), at the lower of the Fixed Price or 65% of the Company’s lowest traded price after the 180th day or at the lower of the Fixed Price or 55% of the Company’s traded stock price under certain circumstances. The Company has agreed to at all times reserve and keep available out of its authorized Common Stock a number of shares equal to at least two times the full number of Conversion Shares. The Company may redeem the Convertible Note at rates of 110% to 140% rates over the principal balance dependent on certain events and redeem the value with accrued interest thereon, if any. | ||||||||||||||||||||||||||||||||
Beneficial conversion feature, total | $ 131,555 | ||||||||||||||||||||||||||||||||
Original issue discount, percentage | 10.00% | ||||||||||||||||||||||||||||||||
Net proceeds from convertible debt | $ 148,000 | ||||||||||||||||||||||||||||||||
Maturity date | Apr. 23, 2022 | ||||||||||||||||||||||||||||||||
Description of violation or event of default | Upon the occurrence of certain events of default, the Buyer, amongst other remedies, has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event. | ||||||||||||||||||||||||||||||||
Vyoung Trieu [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Percentage of redemption of convertible note | 140.00% | ||||||||||||||||||||||||||||||||
Vyoung Trieu [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Percentage of redemption of convertible note | 110.00% | ||||||||||||||||||||||||||||||||
Dr. Vuong Trieu [Member] | Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Loan outstanding | $ 250,000 | ||||||||||||||||||||||||||||||||
Gross proceeds from convertible debt | 500,000 | ||||||||||||||||||||||||||||||||
Due to related parties | 35,000 | ||||||||||||||||||||||||||||||||
Dr Sanjay Jha [Member] | Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Loan outstanding | 250,000 | ||||||||||||||||||||||||||||||||
Chulho Park [Member] | Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Due to related parties | 27,000 | ||||||||||||||||||||||||||||||||
Amit Shah [Member] | Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Due to related parties | 20,000 | ||||||||||||||||||||||||||||||||
Two Un Affiliated Accredited Investors [Member] | Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Loan outstanding | $ 168,000 | ||||||||||||||||||||||||||||||||
Geneva Notes [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Loan outstanding | $ 307,500 | $ 307,500 | |||||||||||||||||||||||||||||||
Debt conversion amount | $ 1,200,000 | $ 1,200,000 | |||||||||||||||||||||||||||||||
Debt instrument, description | The convertible notes carry a six (6%) percent coupon and a default coupon of 22%, and both mature one year from issuance. Geneva has the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following issuance date and ending on the maturity date to convert all or any part of the outstanding and unpaid amount of the note into the Company’s common stock at a conversion price established at sixty five (65%) percent multiplied by the lowest two (2) daily volume weighted average price over the fifteen (15) consecutive trading days. | ||||||||||||||||||||||||||||||||
Short-term Debt | 313,472 | 313,472 | 0 | $ 313,472 | 0 | ||||||||||||||||||||||||||||
Silicon Valley Bank [Member] | Paycheck Protection Program Promissory Note [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Loan outstanding | $ 250,000 | ||||||||||||||||||||||||||||||||
Interest rate | 1.00% | ||||||||||||||||||||||||||||||||
Debt Instrument, Covenant Description | % with payments deferred until the SBA remits the borrowers loan forgiveness amount to the lender, or if the borrower did not apply for forgiveness, 10 months after the covered period | ||||||||||||||||||||||||||||||||
Third Party [Member] | GMP Note [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt financing | 2,000,000 | $ 2,000,000 | 2,000,000 | $ 2,000,000 | 2,000,000 | ||||||||||||||||||||||||||||
Related Parties [Member] | Note Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Accrued interest | 2,600 | ||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Loan outstanding | 20,000 | 20,000 | 20,000 | ||||||||||||||||||||||||||||||
Due to related parties | 70,000 | 70,000 | $ 250,000 | $ 120,000 | |||||||||||||||||||||||||||||
Short-term Debt | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | ||||||||||||||||||||||||||||
Repayments of Related Party Debt | $ 50,000 | 70,000 | $ 50,000 | ||||||||||||||||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Loan outstanding | 45,000 | 45,000 | 45,000 | ||||||||||||||||||||||||||||||
Short-term Debt | 45,050 | 45,050 | 25,000 | 45,050 | $ 25,000 | ||||||||||||||||||||||||||||
Proceeds from Short-term Debt | $ 25,000 | 120,000 | |||||||||||||||||||||||||||||||
Chief Financial Officer [Member] | August Two Thousand Twenty One Notes [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 75,000 | ||||||||||||||||||||||||||||||||
Two Bridges Investor [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Accrued interest | 630,000 | ||||||||||||||||||||||||||||||||
Two Bridges Investor [Member] | August 2021 Note [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Loan outstanding | 258,000 | 258,000 | 258,000 | ||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 373,500 | ||||||||||||||||||||||||||||||||
Peak One and TFK Financing [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Amortization of debt discount | 262,556 | ||||||||||||||||||||||||||||||||
Additional amortization | 24,491 | ||||||||||||||||||||||||||||||||
Debt instrument, conversion description | All the above notes issued to Peak One, TFK, our CEO and the bridge investors reached the 180 days during the year ended December 31, 2020. As such, all the note holders had the ability to convert that debt into equity at the variable conversion price of 65% of the Company’s lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company’s traded stock price under certain circumstances. | ||||||||||||||||||||||||||||||||
Derivative liability | $ 870,000 | $ 870,000 | |||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Tranche One [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Amortization of debt discount | 6,279 | ||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 3,556 | $ 3,556 | 7,036 | 7,036 | 7,036 | ||||||||||||||||||||||||||||
Debt instrument, conversion description | (i) a conversion price, during the first 180 days, of $0.10 per share (the “Fixed Price”), and then (2) at the lower of the Fixed Price or 65% of the Company’s lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company’s traded stock price under certain circumstances. The Company may redeem the Convertible Note at rates of 110% to 140% rates over the principal balance dependent on certain events and redeem the value with accrued interest thereon, if any. | ||||||||||||||||||||||||||||||||
Beneficial conversion feature, total | 28,445 | ||||||||||||||||||||||||||||||||
Loan outstanding | $ 35,556 | $ 35,556 | |||||||||||||||||||||||||||||||
Net proceeds from convertible debt | $ 32,000 | 1,407 | |||||||||||||||||||||||||||||||
Maturity date | Apr. 23, 2022 | ||||||||||||||||||||||||||||||||
Description of violation or event of default | Upon the occurrence of certain events of default, the Buyer, among other remedies, has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event | Upon the occurrence of certain events of default, the Buyer, among other remedies, has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event. | |||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Tranche One [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Percentage of redemption of convertible note | 140.00% | ||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Tranche One [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Percentage of redemption of convertible note | 110.00% | ||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Tranche Two [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 20,000 | $ 14 | $ 14 | $ 14 | |||||||||||||||||||||||||||||
Debt instrument, conversion description | Amounts due under Tranche #1 may also be converted into Bridge Conversion Shares of the Company’s Common Stock at any time, at the option of the holder, at a conversion price equal to the Fixed Price, at the lower of the Fixed Price or 65% of the Company’s lowest traded price after the 180th day or at the lower of the Fixed Price or 55% of the Company’s traded stock price under certain circumstances. The Company may redeem the Convertible Note at rates of 110% to 140% rates over the principal balance dependent on certain events and redeem the value with accrued interest thereon, if any. | All the above notes issued to TFK, our CEO and the bridge investors reached the 180 days prior to the end of the three months ended March 31, 2020. As such, all the note holders had the ability to convert that debt into equity at the variable conversion price of 65% of the Company’s lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company’s traded stock price under certain circumstances. This gave rise to a derivative feature within the debt instrument. As of September 30, 2021, Peak One and TFK had fully converted their notes | |||||||||||||||||||||||||||||||
Beneficial conversion feature, total | $ 175,000 | ||||||||||||||||||||||||||||||||
Loan outstanding | $ 200,000 | ||||||||||||||||||||||||||||||||
Debt issuance cost | 5,000 | ||||||||||||||||||||||||||||||||
Net proceeds from convertible debt | $ 175,000 | ||||||||||||||||||||||||||||||||
Maturity date | Aug. 6, 2022 | ||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Tranche Two [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Percentage of redemption of convertible note | 140.00% | ||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Tranche Two [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Percentage of redemption of convertible note | 110.00% |
SCHEDULE OF FUNDS RECEIVED UNDE
SCHEDULE OF FUNDS RECEIVED UNDER THE SUBSCRIPTION AGREEMENT (Details) | Sep. 30, 2021USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Convertible Debt | $ 1,000,000 |
Subscription Agreements [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Convertible Debt | 2,174,595 |
Subscription Agreements [Member] | Accredited Investors [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Convertible Debt | 2,073,480 |
Subscription Agreements [Member] | Related Party [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Convertible Debt | $ 101,115 |
SCHEDULE OF FAIR VALUE WARRANTS
SCHEDULE OF FAIR VALUE WARRANTS ESTIMATED USING BLACK SCHOLES VALUATION MODEL (Details) - Warrants [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Expected Term | 1 year 6 months | 1 year 6 months | |
Dividend yields | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
Expected Term | 1 year | ||
Expected volatility | 152.30% | 94.40% | 168.50% |
Risk-free interest rates | 0.09% | 0.08% | 0.12% |
Maximum [Member] | |||
Expected Term | 2 years | ||
Expected volatility | 164.80% | 130.00% | 191.90% |
Risk-free interest rates | 0.11% | 0.25% | 0.15% |
PRIVATE PLACEMENT AND JH DARB_3
PRIVATE PLACEMENT AND JH DARBIE FINANCING (Details Narrative) - USD ($) | Feb. 25, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Gross proceeds from private placement | $ 1,613,200 | $ 2,304,541 | |||||||||||||
Warrants to purchase common stock | 42,737,500 | 42,737,500 | 42,737,500 | ||||||||||||
Warrant term | 2 years 1 month 24 days | 2 years 1 month 24 days | 2 years 1 month 24 days | ||||||||||||
Additional paid-in capital | $ 33,511,091 | $ 33,511,091 | $ 33,511,091 | $ 32,493,086 | |||||||||||
Initial debt discount | $ 64,452 | 64,452 | 64,452 | $ 64,452 | |||||||||||
Amortization of debt discount and debt issuance costs | $ 110,528 | $ 611,681 | |||||||||||||
Purchased for warrants shares | 200,000 | ||||||||||||||
Common stock strike price | $ 0.20 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 109,688 | $ 99,055 | |||||||||||||
Common stock shares incorrectly written | 50,000 | ||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.20 | $ 0.01 | $ 0.20 | $ 0.20 | $ 0.01 | $ 0.01 | ||||||||
Warrants to purchase of common stock shares | 0.20 | ||||||||||||||
Value Of Common Stock Invested | $ 50,000 | ||||||||||||||
Stock based compensation fair value expense | $ 2,023,522 | ||||||||||||||
Interest Expense [Member] | |||||||||||||||
Amortization of debt discount and debt issuance costs | $ 942,160 | $ 162,267,000,000 | |||||||||||||
Convertible Debt Instrument [Member] | |||||||||||||||
Initial debt discount | $ 700,000 | $ 700,000 | 700,000 | ||||||||||||
IPO [Member] | |||||||||||||||
Issuance cost | $ 640,000 | $ 640,000 | 640,000 | ||||||||||||
Legal costs | $ 39,000 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Warrants to purchase common stock | 100,000 | 100,000 | 100,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years | ||||||||||||||
Expected volatility | 140.50% | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.40% | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |||||||||||||
Warrants [Member] | |||||||||||||||
Number of shares issued during the period | 22,000,000 | 24,035,000 | 13,750,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 1 year 6 months | 1 year 6 months | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% | ||||||||||||
Common Stock [Member] | |||||||||||||||
Number of shares issued during the period | 900,000 | 400,000 | |||||||||||||
Conversion of debt, shares | 1,000,000 | 569,800 | 3,962,145 | ||||||||||||
Purchased for warrants shares | 50,000 | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ 9,000 | $ 4,000 | |||||||||||||
Maximum [Member] | |||||||||||||||
Warrant term | 5 years | 5 years | 5 years | 5 years | 5 years | ||||||||||
Maximum [Member] | Warrant [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years | ||||||||||||||
Maximum [Member] | Warrants [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years | ||||||||||||||
Expected volatility | 164.80% | 130.00% | 191.90% | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.11% | 0.25% | 0.15% | ||||||||||||
Minimum [Member] | |||||||||||||||
Warrant term | 3 years | 3 years | 3 years | 3 years | 3 years | ||||||||||
Minimum [Member] | Warrant [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 1 year | ||||||||||||||
Minimum [Member] | Warrants [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 1 year | ||||||||||||||
Expected volatility | 152.30% | 94.40% | 168.50% | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.09% | 0.08% | 0.12% | ||||||||||||
Edgepoint Common Stock [Member] | |||||||||||||||
Common stock strike price | $ 1 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000 | 50,000 | 50,000 | ||||||||||||
Edgepoint Common Stock [Member] | Warrant [Member] | |||||||||||||||
Warrants to purchase common stock | 50,000 | 50,000 | 50,000 | ||||||||||||
Warrant exercise price per share | $ 1 | $ 1 | $ 1 | ||||||||||||
Mateon Common Stock [Member] | Warrant [Member] | |||||||||||||||
Warrant exercise price per share | $ 0.20 | $ 0.20 | $ 0.20 | ||||||||||||
Warrant term | 3 years | 3 years | 3 years | ||||||||||||
One Convertible Promissory Note [Member] | Edgepoint Common Stock [Member] | |||||||||||||||
Conversion of debt, price per share | $ 0.18 | $ 0.18 | $ 0.18 | ||||||||||||
One Convertible Promissory Note [Member] | Edgepoint Common Stock [Member] | Maximum [Member] | |||||||||||||||
Conversion of debt, shares | 138,889 | ||||||||||||||
One Convertible Promissory Note [Member] | Mateon Common Stock [Member] | Maximum [Member] | |||||||||||||||
Conversion of debt, shares | 138,889 | ||||||||||||||
Edgepoint AI, Inc [Member] | |||||||||||||||
Proceeds from non controlling interest | $ 1,000,000 | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ 50,000 | ||||||||||||||
Common stock shares incorrectly written | 50,000 | ||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 1 | $ 1 | $ 1 | ||||||||||||
Edgepoint AI, Inc [Member] | Warrant [Member] | Private Placement [Member] | |||||||||||||||
Fair value per share | $ 1 | $ 1 | $ 1 | $ 1 | |||||||||||
JH Darbie & Co Inc [Member] | |||||||||||||||
Number of shares issued and sold | 10 | ||||||||||||||
Gross proceeds from private placement | $ 5,000,000 | ||||||||||||||
Warrant term | 5 years | 5 years | 5 years | ||||||||||||
JH Darbie & Co Inc [Member] | Warrant [Member] | Private Placement [Member] | |||||||||||||||
Warrants to purchase common stock | 2,035,000 | 2,035,000 | 3,465,000 | ||||||||||||
Warrant exercise price per share | $ 0.23 | $ 0.23 | $ 0.18 | ||||||||||||
Additional paid-in capital | $ 500,000 | $ 500,000 | $ 600,000 | ||||||||||||
Fair value per share | $ 0.20 | $ 0.20 | $ 0.20 | ||||||||||||
Stock expiration | 3 years | 3 years | |||||||||||||
JH Darbie & Co Inc [Member] | Maximum [Member] | |||||||||||||||
Number of shares issued and sold | 100 | ||||||||||||||
JH Darbie & Co Inc [Member] | Minimum [Member] | |||||||||||||||
Number of shares issued and sold | 40 | ||||||||||||||
Placement Agent [Member] | |||||||||||||||
Number of shares issued and sold | 10 | ||||||||||||||
Conversion of debt, price per share | $ 0.18 | $ 0.18 | $ 0.18 | ||||||||||||
Warrants to purchase common stock | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||||
Percentage of units granted | 10.00% | ||||||||||||||
Coupon | 16.00% | ||||||||||||||
Debt instrument conversion term | Convertible at the option of the holder at any time in the Company’s Common Stock or Edgepoint Common Stock | ||||||||||||||
Placement Agent [Member] | Edgepoint Common Stock [Member] | |||||||||||||||
Conversion of debt, price per share | 1 | 1 | $ 1 | ||||||||||||
Investor [Member] | |||||||||||||||
Stock Issued During Period, Value, New Issues | $ 10,000 | ||||||||||||||
Investors [Member] | |||||||||||||||
Warrants to purchase common stock | 100 | 100 | 100 | ||||||||||||
Subscription Agreements [Member] | Edgepoint AI, Inc [Member] | |||||||||||||||
Number of shares issued and sold | 100 | ||||||||||||||
Number of shares issued during the period | 25,000 | ||||||||||||||
Stock value, price per share | $ 1 | $ 1 | $ 1 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 50,000 | ||||||||||||||
Subscription Agreements [Member] | Accredited Investors [Member] | |||||||||||||||
Number of shares issued and sold | 100 | ||||||||||||||
Gross proceeds from private placement | $ 5,000,000 |
SCHEDULE OF RELATED PARTY LICEN
SCHEDULE OF RELATED PARTY LICENSE AGREEMENT (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Tranche One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Transaction value | $ 1,000,000 |
Description of transaction | Upon the earlier to occur of: (i) the Company receiving an investment of at least $20 million, and (ii) the uplisting of the Company’s common stock to any NASDAQ market or the New York Stock Exchange. |
Tranche Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Transaction value | $ 2,000,000 |
Description of transaction | Upon approval by the United States Food and Drug Administration of the Company’s 505(b)2 application for purposes of treating PD. |
Tranche Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Transaction value | $ 2,000,000 |
Description of transaction | Upon first patient in (“FPI”) for any clinical trial supporting the use of AL-101 for the treatment of PD or ED. |
Tranche Four [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Transaction value | $ 2,500,000 |
Description of transaction | Upon FPI for phase 2 clinical trials supporting the use of AL-101 to treat FSD. |
Tranche Five [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Transaction value | $ 2,500,000 |
Description of transaction | Upon FPI for phase 3 clinical trials supporting the use of AL-101 to treat FSD |
Tranche Six [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Transaction value | $ 10,000,000 |
Description of transaction | Upon Marketing approval for the use of AL-101 to treat PD. |
Tranche Seven [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Transaction value | $ 10,000,000 |
Description of transaction | Upon Marketing approval for the use of AL-101 to treat ED |
Tranche Eight [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Transaction value | $ 10,000,000 |
Description of transaction | Upon Marketing approval for the use of AL-101 to treat FSD |
Tranche Nine [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Transaction value | $ 10,000,000 |
Description of transaction | Upon the earlier of: (i) the Company entering into a licensing agreement with a third party for the use of AL-101 for the treatment of PD, ED or FSD with an aggregate licensing value of at least $50 million; and (ii) the Company’s gross revenue derived from sales of AL-101 for the treatment of PD, ED or FSD reaches at least $50.0 million. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Dec. 30, 2020 | Mar. 09, 2020 | Apr. 30, 2019 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 30, 2020 | Mar. 31, 2021 | Apr. 23, 2019 |
Agreement related expenses | $ 0 | $ 106,712 | ||||||||||||
Net sales percent | 15.00% | 15.00% | ||||||||||||
Original issue discount | $ 64,452 | $ 64,452 | $ 64,452 | |||||||||||
Net proceeds from convertible debt | 300,000 | |||||||||||||
Debt conversion amount | $ 76,065 | $ 103,440 | $ 721,064 | |||||||||||
Short-term Debt | 343,235 | $ 343,235 | $ 95,000 | |||||||||||
Number of restricted shares, shares | $ 226,432 | |||||||||||||
Common stock par value | $ 0.01 | $ 0.20 | $ 0.01 | $ 0.01 | ||||||||||
Chief Executive Officer [Member] | ||||||||||||||
Principal amount | $ 20,000 | $ 20,000 | ||||||||||||
Payments of related party debt | $ 50,000 | $ 70,000 | $ 50,000 | |||||||||||
Shares issued during the period for private placing, shares | 5 | |||||||||||||
Shares issued during the period for private placing | $ 250,000 | $ 250,000 | ||||||||||||
Short-term Debt | 20,000 | 20,000 | 20,000 | |||||||||||
Chief Executive Officer [Member] | Fall 2019 Note [Member] | ||||||||||||||
Principal amount | $ 250,000 | |||||||||||||
Debt conversion amount | 35,000 | |||||||||||||
Chief Executive Officer [Member] | August 2021 Convertible Note [Member] | ||||||||||||||
Short-term Debt | $ 20,000 | |||||||||||||
Autotelic Inc [Member] | ||||||||||||||
Short-term Debt | $ 120,000 | |||||||||||||
Master Service Agreement [Member] | Autotelic Inc [Member] | ||||||||||||||
Agreement related expenses | $ 15,801 | 6,011 | $ 51,039 | 291,887 | ||||||||||
Master Service Agreement [Member] | Autotelic Inc [Member] | Vyoung Trieu [Member] | Maximum [Member] | ||||||||||||||
Equity ownership percentage | 10.00% | 10.00% | ||||||||||||
Securities Purchase Agreement [Member] | Vyoung Trieu [Member] | Convertible Debt [Member] | ||||||||||||||
Principal amount | 164,444 | $ 16,444 | ||||||||||||
Original issue discount | 16,444 | $ 1,713 | $ 1,713 | $ 164,444 | ||||||||||
Net proceeds from convertible debt | $ 148,000 | |||||||||||||
Artius Consulting Agreement [Member] | Board of Directors [Member] | 2017 Equity Incentive Plan [Member] | ||||||||||||||
Equity ownership percentage | 30.00% | |||||||||||||
Number of restricted shares | 148,837 | |||||||||||||
Debt description | The Artius Agreement contemplates that Mr. King will generally provide his services at a rate of $237 per hour, not to exceed 44 hours per month and payable monthly, and to reimburse Mr. King for reasonable and necessary expenses incurred by him or Artius in connection with providing services to the Company. | |||||||||||||
Maida Consulting Agreement [Member] | Dr. Maida [Member] | ||||||||||||||
Agreement related expenses | $ 45,000 | $ 45,000 | $ 135,000 | $ 90,000 | ||||||||||
Number of restricted shares | 400,000 | |||||||||||||
Debt description | The Company will also pay Dr. Maida $15,000 per month for a minimum of 20 hours per week, in in addition to reimbursement of reasonable and necessary expenses incurred by Dr. Maida in connection with his services to the Company. | |||||||||||||
Number of restricted shares, shares | $ 80,000 | |||||||||||||
Common stock par value | $ 0.20 | $ 0.20 |
EQUITY PURCHASE AGREEMENT AND_2
EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT (Details Narrative) - USD ($) | May 03, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | May 31, 2021 | Feb. 29, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Stock Issued During Period, Value, New Issues | $ 109,688 | $ 99,055 | |||||||||
Stock compensation expense | $ 2,100,000 | $ 0 | $ 2,100,000 | ||||||||
Proceeds from sale of common stock | $ 118,594 | ||||||||||
Accounts receivable | $ 69,806 | 69,806 | 69,806 | $ 19,748 | |||||||
Equity Purchase Agreement and Registration Rights Agreement [Member] | |||||||||||
Number of shares issued and sold | 900,000 | 400,000 | 400,000 | ||||||||
Proceeds from sale of common stock | $ 110,000 | $ 70,000 | $ 99,000 | ||||||||
Stock issuance cost. net | $ 29,000 | ||||||||||
Accounts receivable | $ 50,000 | $ 50,000 | $ 50,000 | ||||||||
Equity Purchase Agreement and Registration Rights Agreement [Member] | Additional Transaction [Member] | |||||||||||
Number of shares issued and sold | 900,000 | ||||||||||
Proceeds from sale of common stock | $ 110,000 | ||||||||||
Stock issuance cost. net | $ 11,000 | ||||||||||
Equity Purchase Agreement and Registration Rights Agreement [Member] | Minimum [Member] | |||||||||||
Stock value, price per share | $ 0.11 | $ 0.15 | $ 0.11 | $ 0.15 | $ 0.11 | ||||||
Equity Purchase Agreement and Registration Rights Agreement [Member] | Minimum [Member] | Additional Transaction [Member] | |||||||||||
Stock value, price per share | 0.11 | 0.11 | |||||||||
Equity Purchase Agreement and Registration Rights Agreement [Member] | Maximum [Member] | |||||||||||
Stock value, price per share | $ 0.12 | 0.23 | $ 0.12 | 0.23 | $ 0.12 | ||||||
Equity Purchase Agreement and Registration Rights Agreement [Member] | Maximum [Member] | Additional Transaction [Member] | |||||||||||
Stock value, price per share | $ 0.12 | $ 0.12 | |||||||||
Equity Purchase Agreement and Registration Rights Agreement [Member] | Peak One Opportunity Fund, L.P [Member] | |||||||||||
Common shares issued issued for cash, shares | 250,000 | 250,000 | |||||||||
Stock Issued During Period, Value, New Issues | $ 10,000,000 | ||||||||||
Lessor, Operating Lease, Description | The minimum amount that the Company shall be entitled to put to the Investor in each put notice is $20,000 and the maximum amount is up to the lesser of $1.0 million or two hundred fifty percent (250%) of the average daily trading volume of the Company’s Common Stock defined as the average trading volume of the Company’s Common Stock in the ten (10) days preceding the date on the put notice multiplied by the lowest closing bid price in the ten (10) immediately preceding the date of the put notice. Pursuant to the Equity Purchase Agreement, the Investor will not be permitted to purchase, and the Company may not put shares of the Company’s Common Stock to the Investor that would result in the Investor’s beneficial ownership of the Company’s outstanding Common Stock exceeding 4.99%. The price of each put share shall be equal to ninety one percent (91%) of the market price, which is defined as the lesser of (i) closing bid price of the Common stock on the trading date immediately preceding the respective put date, or (ii) the lowest closing bid price of the Common Stock during the seven (7) trading days immediately following the clearing date associated with the applicable put notice. | ||||||||||
Stock compensation expense | $ 70,000 | $ 40,000 | |||||||||
Equity Purchase Agreement and Registration Rights Agreement [Member] | Peak One Opportunity Fund, L.P [Member] | Minimum [Member] | |||||||||||
Lease Obligation Incurred | $ 20,000 | ||||||||||
Equity Purchase Agreement and Registration Rights Agreement [Member] | Peak One Opportunity Fund, L.P [Member] | Maximum [Member] | |||||||||||
Lease Obligation Incurred | $ 1,000,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | May 03, 2021 | Sep. 30, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | May 31, 2021 | Jan. 31, 2021 | Jul. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Feb. 29, 2020 | Nov. 30, 2019 | Apr. 30, 2019 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Class of Stock [Line Items] | |||||||||||||||||
Share-based Payment Arrangement, Expense | $ 2,100,000 | $ 0 | $ 2,100,000 | ||||||||||||||
Proceeds from Issuance of Common Stock | $ 118,594 | ||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | (278,188) | ||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 278,188 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 278,187,847 | ||||||||||||||||
Number of shares issued during the period | 900,000 | 400,000 | |||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 278,187,847 | ||||||||||||||||
Shares issued for services | 310,000 | 250,000 | |||||||||||||||
TFK Investments LLC [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares issued during the period | 657,200 | ||||||||||||||||
TFK Investments LLC [Member] | Convertible Notes Payable [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares issued during the period | 750,000 | ||||||||||||||||
TFK Investments LLC [Member] | Convertible Notes Payable One [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares issued during the period | 1,012,145 | ||||||||||||||||
TFK Investments LLC [Member] | Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 278,187,847 | ||||||||||||||||
Peak One [Member] | Convertible Notes Payable [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares issued during the period | 1,000,000 | 569,800 | 500,000 | 500,000 | |||||||||||||
Peak One [Member] | Convertible Notes Payable One [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares issued during the period | 1,200,000 | ||||||||||||||||
Series A Preferred Stock [Member] | TFK Investments LLC [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 278,188 | ||||||||||||||||
Merger Agreement [Member] | Series A Preferred Stock [Member] | Oncotelic Merger [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 193,713 | ||||||||||||||||
Number of shares issued during the period | 77,154 | ||||||||||||||||
Merger Agreement [Member] | Series A Preferred Stock [Member] | PointR [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 11,135,935 | ||||||||||||||||
Number of shares issued during the period | 84,475 | ||||||||||||||||
Equity Purchase Agreement and Registration Rights Agreement [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 900,000 | 400,000 | 400,000 | ||||||||||||||
Proceeds from Issuance of Common Stock | $ 110,000 | $ 70,000 | $ 99,000 | ||||||||||||||
Equity Purchase Agreement and Registration Rights Agreement [Member] | Minimum [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Sale of Stock, Price Per Share | $ 0.11 | $ 0.15 | $ 0.11 | $ 0.15 | $ 0.11 | ||||||||||||
Equity Purchase Agreement and Registration Rights Agreement [Member] | Maximum [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Sale of Stock, Price Per Share | $ 0.12 | $ 0.23 | $ 0.12 | $ 0.23 | $ 0.12 | ||||||||||||
Equity Purchase Agreement and Registration Rights Agreement [Member] | Peak One Opportunity Fund, L.P [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares issued during the period | 250,000 | 250,000 | |||||||||||||||
Share-based Payment Arrangement, Expense | $ 70,000 | $ 40,000 | |||||||||||||||
2015 Equity Incentive Plan [Member] | Employees [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Share-based Payment Arrangement, Expense | $ 226,431 | ||||||||||||||||
Shares issued for restricted stock vested | 1,257,952 | ||||||||||||||||
2015 Equity Incentive Plan [Member] | Equity NY [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Share-based Payment Arrangement, Expense | $ 23,641 | ||||||||||||||||
Shares issued for services | 310,000 |
SCHEDULE OF COMPENSATION BASED
SCHEDULE OF COMPENSATION BASED STOCK OPTION ACTIVITY (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Compensation Related Costs [Abstract] | ||
Options Outstanding, Beginning Balance | 3,941,301 | 6,145,044 |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 0.78 | $ 0.75 |
Options Outstanding, Issued | 11,394,809 | |
Weighted Average Exercise Price Outstanding, Issued | $ 0.15 | |
Options Outstanding, Ending Balance | 15,336,110 | 3,941,301 |
Weighted Average Exercise Price Outstanding, Ending Balance | $ 0.31 | $ 0.78 |
Options Outstanding, Expired or canceled | (2,203,743) | |
Expired or cancelled | $ 0.70 |
SCHEDULE OF OPTIONS TO PURCHASE
SCHEDULE OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING AND EXERCISABLE (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Outstanding Options | 15,336,110 |
Weighted Average Remaining Life In Years | 8 years 4 months 13 days |
Weighted-Average Exercise Price | $ / shares | $ 0.31 |
Number Exercisable | 8,451,110 |
Exercise Price 1 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 0.14 |
Number of Outstanding Options | 7,150,000 |
Weighted Average Remaining Life In Years | 9 years 11 months 1 day |
Weighted-Average Exercise Price | $ / shares | $ 0.14 |
Number Exercisable | 265,000 |
Exercise Price 2 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 0.16 |
Number of Outstanding Options | 4,244,809 |
Weighted Average Remaining Life In Years | 9 years 9 months 7 days |
Weighted-Average Exercise Price | $ / shares | $ 0.16 |
Number Exercisable | 4,244,809 |
Exercise Price 3 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 0.22 |
Number of Outstanding Options | 1,750,000 |
Weighted Average Remaining Life In Years | 4 years 10 months 2 days |
Weighted-Average Exercise Price | $ / shares | $ 0.22 |
Number Exercisable | 1,750,000 |
Exercise Price 4 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 0.38 |
Number of Outstanding Options | 900,000 |
Weighted Average Remaining Life In Years | 4 years 1 month 28 days |
Weighted-Average Exercise Price | $ / shares | $ 0.38 |
Number Exercisable | 900,000 |
Exercise Price 5 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 0.73 |
Number of Outstanding Options | 762,500 |
Weighted Average Remaining Life In Years | 3 years 9 months 10 days |
Weighted-Average Exercise Price | $ / shares | $ 0.73 |
Number Exercisable | 762,500 |
Exercise Price 6 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 1.37 |
Number of Outstanding Options | 150,000 |
Weighted Average Remaining Life In Years | 2 years |
Weighted-Average Exercise Price | $ / shares | $ 1.37 |
Number Exercisable | 150,000 |
Exercise Price 7 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 1.43 |
Number of Outstanding Options | 300,000 |
Weighted Average Remaining Life In Years | 3 years 10 months 28 days |
Weighted-Average Exercise Price | $ / shares | $ 1.43 |
Number Exercisable | 300,000 |
Exercise Price 8 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 11.88 |
Number of Outstanding Options | 2,359 |
Weighted Average Remaining Life In Years | 6 months 3 days |
Weighted-Average Exercise Price | $ / shares | $ 11.88 |
Number Exercisable | 2,359 |
Exercise Price 9 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 15 |
Number of Outstanding Options | 75,000 |
Weighted Average Remaining Life In Years | 3 years 10 months 28 days |
Weighted-Average Exercise Price | $ / shares | $ 15 |
Number Exercisable | 75,000 |
Exercise Price 10 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 19.80 |
Number of Outstanding Options | 1,442 |
Weighted Average Remaining Life In Years | 4 months 2 days |
Weighted-Average Exercise Price | $ / shares | $ 19.80 |
Number Exercisable | 1,442 |
SCHEDULE OF BLACK SCHOLES VALUA
SCHEDULE OF BLACK SCHOLES VALUATION ALLOWANCE MODEL OF WARRANTS (Details) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Stock Options [Member] | ||
Expected term | 1 year | |
Expected volatility, Minimum | 97.30% | |
Expected volatility,Maximum | 110.00% | |
Risk-free interest rates | 0.05% | |
Dividend yields | 0.00% | |
Warrant [Member] | ||
Expected term | 3 years | |
Expected volatility, Minimum | 94.40% | |
Expected volatility,Maximum | 130.00% | |
Risk-free interest rates | 1.40% | |
Dividend yields | 0.00% | 0.00% |
Risk-free interest rates, Minimum | 0.08% | |
Risk-free interest rates, Maximum | 0.25% | |
Expected volatility | 140.50% | |
Warrant [Member] | Minimum [Member] | ||
Expected term | 1 year | |
Warrant [Member] | Maximum [Member] | ||
Expected term | 2 years |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Compensation Related Costs [Abstract] | ||
Number of Stock Options Outstanding, beginning balance | 18,702,500 | 19,515,787 |
Weighted-Average Exercise Price, Outstanding, beginning balance | $ 0.20 | $ 0.60 |
Number of Stock Options, Issued | 24,035,000 | 17,215,000 |
Weighted-Average Exercise Price, Issued | $ 0.20 | $ 0.20 |
Number of Stock Options Outstanding, ending balance | 42,737,500 | 18,702,500 |
Weighted-Average Exercise Price, Outstanding, ending balance | $ 0.20 | $ 0.20 |
Number of Stock Options, Expired or cancelled | (18,028,287) | |
Weighted-Average Exercise Price, Expired or cancelled | $ 0.63 |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE (Details) | Sep. 30, 2021$ / sharesshares |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants Outstanding, Number of Warrants | 42,737,500 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years 1 month 24 days |
Warrants Weighted- Average Exercise Price | $ / shares | $ 0.20 |
Warrants Exercisable, Exercisable Number of Warrants | 42,737,500 |
Warrant [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants Exercisable, Exercisable Number of Warrants | 100,000 |
Exercise Price 1 [Member] | Warrant [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.20 |
Warrants Outstanding, Number of Warrants | 1,487,500 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years 29 days |
Warrants Weighted- Average Exercise Price | $ / shares | $ 0.20 |
Warrants Exercisable, Exercisable Number of Warrants | 1,487,500 |
Exercise Price 2 [Member] | Warrant [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.20 |
Warrants Outstanding, Number of Warrants | 41,250,000 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years 1 month 24 days |
Warrants Weighted- Average Exercise Price | $ / shares | $ 0.20 |
Warrants Exercisable, Exercisable Number of Warrants | 41,250,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | Jul. 02, 2021 | Feb. 29, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Further awards granted | 24,035,000 | 17,215,000 | |||||||
Aggregate intrinsic value of options | $ 0 | $ 0 | $ 0 | ||||||
Weighted average fair value | $ 0.14 | $ 0.22 | |||||||
Compensation cost | $ 2,100,000 | $ 0 | $ 2,100,000 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 20,000,000 | ||||||||
Reissuance of warrants | 13,750,000 | ||||||||
Warrants excersiable term | 2 years 1 month 24 days | 2 years 1 month 24 days | |||||||
Restricted Stock Units (RSUs) [Member] | August Two Thousand Nineteen [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Compensation cost | $ 226,431 | $ 226,431 | |||||||
Stock Options [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Compensation cost | $ 299,890 | $ 0 | $ 299,890 | $ 0 | |||||
Expected term | 1 year | ||||||||
Warrant [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Expected term | 3 years | ||||||||
Warrants [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Compensation cost | $ 2,000,000 | ||||||||
Expected term | 1 year 6 months | 1 year 6 months | |||||||
Common shares issued issued for cash, shares | 22,000,000 | 24,035,000 | 13,750,000 | ||||||
Employees CEO and CBO [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Number of common stock issued to awards | 4,325,000 | ||||||||
Board of Directors and Certain Consultants [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Number of common stock issued to awards | 2,825,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 265,000 | ||||||||
Private Placement [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 20,000,000 | 2,035,000 | |||||||
Fair Value Adjustment of Warrants | $ 2,023,552 | $ 467,637 | |||||||
Private Placement [Member] | Warrant [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Expected term | 1 year 6 months | ||||||||
Maximum [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Warrants excersiable term | 5 years | 5 years | 5 years | 5 years | |||||
Maximum [Member] | Warrant [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Expected term | 2 years | ||||||||
Maximum [Member] | Warrants [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Expected term | 2 years | ||||||||
Maximum [Member] | Private Placement [Member] | Warrant [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Expected term | 2 years | ||||||||
Minimum [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Warrants excersiable term | 3 years | 3 years | 3 years | 3 years | |||||
Minimum [Member] | Warrant [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Expected term | 1 year | ||||||||
Minimum [Member] | Warrants [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Expected term | 1 year | ||||||||
Minimum [Member] | Private Placement [Member] | Warrant [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Expected term | 1 year | ||||||||
2017 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Number of common stock issued to awards | 2,000,000 | ||||||||
2015 and 2005 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Number of common stock issued to awards | 7,250,000 | ||||||||
2015 Equity Incentive Plan [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Number of common stock issued to awards | 20,000,000 | ||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,257,952 | ||||||||
2015 Equity Incentive Plan [Member] | Employees [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Further awards granted | 4,244,809 | ||||||||
2015 Equity Incentive Plan [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 27,250,000 | 27,250,000 | |||||||
2005 Equity Incentive Plan [Member] | |||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||
Further awards granted | 0 |
SCHEDULE OF COMPONENTS OF NET D
SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Stock-based compensation | $ 1,164 | $ 1,164 |
Assets | 5,887 | 6,227 |
Liability accruals | 316 | 173 |
R&D Credit | 4,784 | 4,760 |
Capital Loss | 528 | 528 |
Deferred state tax | (2,200) | (2,086) |
Net operating loss carry forward | 57,154 | 56,090 |
Total gross deferred tax assets | 67,633 | 66,856 |
Less - valuation allowance | (67,633) | (66,856) |
Net deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Gross deferred tax assets | $ 67,633 | $ 66,856 |
Net operating loss expiration year | Portions of these carryforwards will expire through 2038 | |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 236,300 | $ 237,700 |
Net operating loss expiration year | will expire in 2021 | |
Deferred Income Taxes and Tax Credits | $ 3,300 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 76,600 | $ 69,800 |
Net operating loss expiration year | expire in various amounts from 2028 through 2040. | |
State [Member] | CALIFORNIA | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss expiration year | no expiration date. | |
Deferred Income Taxes and Tax Credits | $ 1,400 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Business Combination, Contingent Consideration, Liability | $ 2,600,000 |
Merger Agreement [Member] | Point R Merger [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Payments to Acquire Businesses, Gross | 17,831,427 |
Merger Agreement [Member] | PointR Data, Inc [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Business Combination, Contingent Consideration, Liability | $ 2,625,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ in Millions | 1 Months Ended | |
Oct. 31, 2021 | Sep. 30, 2021 | |
Unsecured Convertible Note Purchase Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Debt face amount | $ 1.5 | |
Golden Mountain Partners LLC [Member] | Subsequent Event [Member] | Unsecured Convertible Note Purchase Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Debt face amount | $ 0.5 | |
Payment for related party debt | 0.5 | |
Debt Financing [Member] | Golden Mountain Partners LLC [Member] | ||
Subsequent Event [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1.5 | |
Line of Credit Facility, Interest Rate During Period | 2.00% | |
Proceeds from Lines of Credit | $ 0.5 | |
Debt Financing [Member] | Golden Mountain Partners LLC [Member] | Subsequent Event [Member] | First Tranche [Member] | ||
Subsequent Event [Line Items] | ||
Line of Credit Facility, Periodic Payment | $ 0.5 |