Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 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 | |
Entity Address, Address Line Two | 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 | |
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 | 378,630,104 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 97,906 | $ 568,769 |
Restricted cash | 20,000 | 20,000 |
Accounts receivable | 19,748 | 19,748 |
Prepaid & other current assets | 20,682 | 18,778 |
Total current assets | 158,336 | 627,295 |
Intangibles, net of accumulated amortization of $201,180 and $188,339 | 809,000 | 821,841 |
In process R&D | 1,101,760 | 1,101,760 |
Goodwill | 21,062,455 | 21,062,455 |
Total assets | 23,131,551 | 23,613,351 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 3,525,102 | 3,092,723 |
Accounts payable to related party | 358,074 | 403,423 |
Contingent consideration | 2,625,000 | 2,625,000 |
Derivative liability on Notes | 531,131 | 340,290 |
Convertible and short-term debt, net of costs | 8,931,916 | 8,166,622 |
Convertible debt and short-term debt, related party, net of costs | 837,737 | 826,862 |
Total current liabilities | 16,808,960 | 15,454,920 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Convertible preferred stock, $0.01 par value, 15,000,000 shares authorized; 0 shares issued and outstanding | ||
Common stock, $.01 par value; 750,000,000 shares authorized; 378,630,104 and 375,288,146 issued and outstanding, respectively | 3,786,301 | 3,752,881 |
Additional paid-in capital | 38,444,903 | 35,223,842 |
Accumulated deficit | (35,870,831) | (31,021,050) |
Total Oncotelic Therapeutics, Inc. stockholders’ equity | 6,360,373 | 7,955,673 |
Non-controlling interests | (37,782) | 202,758 |
Total stockholders’ equity | 6,322,591 | 8,158,431 |
Total liabilities and stockholders’ equity | $ 23,131,551 | $ 23,613,351 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Amortization of intangible assets | $ 201,180 | $ 188,339 |
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 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 378,630,104 | 375,288,146 |
Common stock, shares outstanding | 378,630,104 | 375,288,146 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited)) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 580,296 | $ 1,556,672 |
General and administrative | 3,763,910 | 481,209 |
Total operating expenses | 4,344,206 | 2,037,881 |
Loss from operations | (4,344,206) | (2,037,881) |
Other expense: | ||
Interest expense, net | (297,464) | (520,907) |
Change in fair value of derivative on debt | (190,841) | (536,345) |
Loss on extinguishment / conversion of debt | (257,810) | (27,504) |
Total other expense | (746,115) | (1,084,756) |
Net loss before non-controlling interests | (5,090,321) | (3,122,637) |
Net loss attributable to non-controlling interests | (240,540) | (319,557) |
Net loss attributable to Oncotelic Therapeutics, Inc. | $ (4,849,781) | $ (2,803,080) |
Basic and diluted net loss per share attributable to common stock | $ (0.01) | $ (0.03) |
Basic and diluted weighted average common stock outstanding | 377,392,785 | 94,193,348 |
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 |
Balance 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 | ||||
Warrants issued in connection with private placement | 166,575 | 166,575 | ||||
Net loss | (2,803,080) | (319,557) | (3,122,637) | |||
Common shares issued upon partial conversion of debt | $ (2,782) | $ 2,781,878 | (2,779,096) | |||
Common shares issued upon partial conversion of debt, shares | (278,188) | 278,187,847 | ||||
Common shares issued upon partial conversion of debt | $ 6,572 | 203,729 | 210,301 | |||
Common shares issued upon partial conversion of debt, shares | 657,200 | |||||
Beneficial conversion Feature on convertible debt | 605,719 | 605,719 | ||||
Non-controlling interest of Edgepoint | 620,052 | 620,052 | ||||
Balance 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 | |||||
Balance 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 | ||||
Balance at Dec. 31, 2021 | $ 3,752,881 | 35,223,842 | (31,021,050) | 202,758 | 8,158,431 | |
Balance, shares at Dec. 31, 2021 | 375,288,146 | |||||
Common shares issued upon cashless exercise of warrants | $ 30,420 | (30,420) | ||||
Common shares issued upon cashless exercise of warrants, shares | 3,041,958 | |||||
Common shares issued for cash | $ 3,000 | 48,805 | 51,805 | |||
Common shares issued for cash, shares | 300,000 | |||||
Stock Compensation expense | 297,360 | 297,360 | ||||
Warrants issued in connection with private placement | 2,905,316 | 2,905,316 | ||||
Net loss | (4,849,781) | (240,540) | (5,090,321) | |||
Balance at Mar. 31, 2022 | $ 3,786,301 | $ 38,444,903 | $ (35,870,831) | $ (37,782) | $ 6,322,591 | |
Balance, shares at Mar. 31, 2022 | 378,630,104 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (5,090,321) | $ (3,122,637) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based cost on issuance of warrants | 2,874,896 | ||
Amortization of debt discount and deferred financing costs | 176,659 | 421,217 | |
Amortization of intangible assets | 12,841 | 12,841 | |
Stock-based compensation | 297,360 | ||
Depreciation on development equipment | 2,538 | ||
Change in fair value of derivative | 190,841 | 536,345 | |
Loss on debt extinguishment / conversion | 257,810 | 27,504 | |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (1,906) | 17,162 | |
Accounts payable and accrued expenses | 364,499 | 879,838 | |
Accounts payable to related party | (45,348) | (26,308) | |
Net cash provided by (used in) operating activities | (962,668) | (1,251,500) | |
Cash flows from financing activities: | |||
Proceeds from convertible notes | 1,613,200 | ||
Proceeds from sales of common stock | 51,805 | ||
Proceeds from convertible debt related to joint venture | 500,000 | ||
Proceeds from short-term loan, other | 120,000 | ||
Repayment of short-term loans, others | (60,000) | (50,000) | |
Repaid to others | (75,000) | ||
Net cash provided by financing activities | 491,805 | 1,608,200 | |
Net increase (decrease) in cash | (470,863) | 356,700 | |
Cash - beginning of period | 588,769 | 474,019 | $ 474,019 |
Cash - end of period | 117,906 | 830,719 | $ 588,769 |
Supplemental cash flow information: | |||
Interest paid | 100,882 | 65,754 | |
Income taxes paid |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2022 | |
Description Of Business And Basis Of Presentation | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business Oncotelic Therapeutics, Inc. (f/k/a Mateon Therapeutics, Inc.) (“ Oncotelic PointR Edgepoint” Company We In April 2019, Oncotelic completed a merger with Oncotelic Inc., which became a wholly owned subsidiary of Oncotelic. The merger was treated as a recapitalization and reverse acquisition for financial accounting purposes. Oncotelic Inc. is considered the acquirer for accounting purposes, and Oncotelic Inc.’s historical financial statements before the merger have been replaced with the historical financial statements of Oncotelic Inc. prior to the merger in the financial statements and filings with the Securities and Exchange Commission (“ SEC In August 2019, the Company entered into an Agreement and Plan of Merger with PointR Date, Inc. PointR survived the merger as a wholly-owned subsidiary of the Company. The PointR Merger was intended to create a publicly-traded artificial intelligence (“ AI In February 2020, the Company formed a subsidiary, Edgepoint. Edgepoint was formed as a start-up company, with plans to develop technologies and IP related to various unmet issues within the pharma and medical device industries. The Company may spin off Edgepoint into a separate public company in the future. 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 2 1.5 In 2020 and 2021, the Company was developing Artemisinin as a potential therapy for COVID-19. Artemisinin, purified from a plant Artemisia annua “Windlas” TM TM Between October 2021 and March 2022, GMP provided $ 1.0 Fundraising J.H. Darbie Financing Notes & Issuance of Oncotelic Warrants Between July 2020 and March 2021, 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 Troubled debt restructurings Debt-Modifications and Extinguishments In February 2022, the Company and 99 out of 100 of the Investors agreed to extend the maturity date of the Notes from March 31, 2022, to March 31, 2023. In addition, the Company issued approximately 33 million Oncotelic Warrants to purchase $ 50,000 of shares of Common Stock in connection with agreeing to extend the maturity date by one year. The issuance of the additional warrants resulted in the Company recording an expense of approximately $ 2.9 million in the Company’s statement of operations during the three months ended March 31, 2022. No similar expense was recorded in the same period in 2020. Management reviewed the guidance per ASC 470-60 Troubled debt restructurings Debt-Modifications and Extinguishments Equity Purchase Agreement In May 2021, the Company entered into an Equity Purchase Agreement (the “ EPL Registration Rights Agreement Peak One 10.0 Maximum Commitment Amount 0.01 Common Stock 3.7 0.4 The Company filed a post-effective amendment to reregister the EPL on April 26, 2022 and the post effective amendment was found effective by the SEC on May 6, 2022. August 2021 Notes In August 2021, the Company issued Note Purchase Agreements with Autotelic Inc., the Company’s Chief Financial Officer (“ CFO 698,500 Principal Amount “Notes” 5% 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 0.01 Common Stock 0.18 Joint Venture with GMP Bio On March 31, 2022, the Company formalized a joint venture ( “JV” Dragon” “GMP Bio” 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. In September 2021, the Company entered into an Unsecured Convertible Note Purchase Agreement (the “ Purchase Agreement 1.5 September 2021 Note In October 2021, the Company entered into an Unsecured Convertible Note Purchase Agreement (the “ October Purchase Agreement 0.5 October 2021 Note In January 2022, the Company entered into an Unsecured Convertible Note Purchase Agreement (the “ January 2022 Purchase Agreement 0.5 January 2022 Note For more information on the September 2021 Note, the October 2021 Note and the January 2022 Note, refer to our 2021 Annual Report on Form 10K filed with the SEC on April 15, 2022. November/December 2021 Notes In November and December 2021, the Company entered into various Securities Purchase Agreements with Talos Victory Fund, LLC (the (“Talos”), Mast Hill Fund, LP (“Mast”), FirstFire Global Opportunities Fund, LLC (“FirstFire”), Blue Lake Partners, LLC (“Blue Lake”) and Fourth Man, LLC (“Fourth Man”), pursuant to which the Company issued convertible promissory notes in the aggregate principal amount of $ 0.25 1.25 0.01 The Purchase Agreements were entered into as part of a convertible note financing round with aggregate gross proceeds to the Company of up to $ 1.25 In January 2022, three of the five note holders under the November and December 2021 Notes exercised their warrants to purchase shares of Common Stock of the Company on a cashless basis. As such, the Company issued the note holders 3,041,958 For more information on the notes, refer to Note 6: November – December 2021 Financing of the Notes to the Unaudited Consolidated Financial Statements. Licensing Agreement with Autotelic Inc. In September 2021, the Company entered into an exclusive License Agreement (the “ Agreement Autotelic 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 $ 35.9 million since inception of Oncotelic Inc., as the Company’s historical financial statements before the Merger have been replaced with the historical financial statements of Oncotelic Inc. The Company also has a negative working capital of approximately $ 16.7 million at March 31, 2022, of which approximately $ 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. The Company has negative cash flows from operations for the three months ended March 31, 2022 of approximately $ 1.0 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, in addition to continue the development of OT-101 which is now the product of the JV, to generate sufficient revenues, through either 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. 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 | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and December 31, 2021, respectively, the Company held all its cash in banks in the United States of America. 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 March 31, 2022 and December 31, 2021, respectively. Restricted cash consists of certificates of deposits held at banks as collateral for various purposes. Debt issuance Costs and Debt discount Issuance costs are specific incremental costs that are (1) paid to third parties and (2) directly attributable to the issuance of a debt or equity instrument. The issuance costs attributable to the initial sale of the instrument are offset against the associated proceeds in the determination of the instrument’s initial net carrying amount. Debt issuance costs and debt discounts are being amortized over the lives of the related financings on a basis that approximates the effective interest method. Costs and discounts are presented as a reduction of the related debt in the accompanying balance sheets if related to the issuance of debt or presented as a reduction of additional paid in capital if related to the issuance of an equity instrument. The Company applies the relative fair value to allocate the issuance costs among freestanding instruments that form part of the same transaction. If the Company amends the terms of its convertible notes, the Company reviews and applies the guidance per ASC 470-60 Troubled debt restructurings Debt-Modifications and Extinguishments 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 derivative liabilities associated with its 2019 bridge financing Convertible Notes (see Note 5), consisted of conversion feature derivatives at March 31, 2022 and 2021, 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 March 31, 2022 and 2021: SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES 1 2 March 31, 2022 March 31, 2021 Balance at January 1, 2021 and 2020 $ 340,290 $ 777,024 New derivative liability - - Reclassification to additional paid in capital from conversion of debt to common stock - (144,585 ) Change in fair value 190,841 536,345 Balance at March 31, 2021 and 2020 $ 531,131 $ 1,168,784 As of March 31, 2022 and 2021, 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 March 31, 2022 and 2021: SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES March 31, 2022 Key Assumptions for fair value of conversions March 31, 2021 Key Assumptions for fair value of conversions Risk free interest 0.17% 0.52 % 0.07% 0.12 % Market price of share $ 0.22 0.36 $ 0.36 Life of instrument in years 0.81 1.1 1.06 1.35 Volatility 94.4 148.8 % 148.79 % 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 March 31, 2022 and March 31, 2021, there were no transfers of financial assets or financial liabilities between the hierarchy levels. The $ 2,625,000 Net Loss Per Share Basic net loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted net 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 Months Ended March 31, 2022 2021 Convertible notes 68,070,034 35,388,901 Stock options 16,590,261 3,941,301 Warrants 80,545,259 20,737,500 Potentially dilutive securities 165,205,554 60,067,702 Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ ASC 718 For stock options issued, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the Common Stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the Common Stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. 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 months ended March 31, 2022 and the year ended December 31, 2021, 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 months ended March 31, 2022 and the year ended December 31, 2021, there were no impairment losses recognized for intangible assets. 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 months ended March 31, 2022 and year ended December 31, 2021, 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 Income. 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 (“ OID ASC 815-40 “Derivatives and Hedging – Contracts in Entity’s Own Equity” provides that, among other things, generally, if an event occurs that is not within the entity’s control could or would require net cash settlement, then the contract shall be classified as an asset or a liability. Variable Interest Entity (VIE) Accounting The Company evaluates its ownership, contractual relationships and other interests in entities to determine the nature and extent of the interests, whether such interests are variable interests and whether the entities are VIEs in accordance with ASC 810, Consolidations. These evaluations can be complex and involve Management judgment as well as the use of estimates and assumptions based on available historical information, among other factors. Based on these evaluations, if the Company determines that it is the primary beneficiary of a VIE, the entity is consolidated into the financial statements. At March 31, 2022 and December 31, 2021, the Company identified EdgePoint to be the Company’s sole VIE. At March 31, 2022 and December 31, 2021, the Company’s ownership percentage of EdgePoint was 29 29 0.1 0.1 The Company signed a joint venture agreement (“ JVA Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. Under ASC 606, 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 process: (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 ASC 606, 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 (i) 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 (ii) 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 & Development Costs In accordance with ASC 730-10-25 “Research and Development”, research and development costs are charged to expense as and when incurred. Recent Accounting Pronouncements 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)” (“ ASU 2020-06 All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. Prior Period Reclassifications Certain amounts in prior periods may have been reclassified to conform with current period presentation. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 3 - GOODWILL AND INTANGIBLE ASSETS 2019 Reverse Merger with Oncotelic and PointR The Company completed the merger with Oncotelic Inc. (“Merger”) in April 2019. The Company completed the merger with PointR Data Inc (“PointR Merger”) in November 2019. For more details, refer to our 2020 Annual Report on Form 10-K for the year ended December 31, 2020 filed by the Company on April 15, 2021. The Oncotelic merger gave rise to Goodwill of $ 4,879,999 16,182,456 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 March 31, 2022 and December 31, 2021, of the intangible assets acquired, their useful life, and annual amortization: SCHEDULE OF INTANGIBLE ASSETS March 31, Remaining Estimated Intangible asset – Intellectual Property $ 819,191 16.75 Intangible asset – Capitalization of license cost 190,989 16.75 1,010,180 Less Accumulated Amortization (201,180 ) Total $ 809,000 December 31, Remaining Estimated Useful Life (Years) Intangible asset – Intellectual Property $ 819,191 17.00 Intangible asset – Capitalization of license cost 190,989 17.00 1,010,180 Less Accumulated Amortization (188,339 ) Total $ 821,841 Amortization of identifiable intangible assets for the three months ended March 31, 2022 and 2022 was $ 12,841 12,841 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 years ended December 31, 2022 $ 38,524 2023 51,365 2024 51,365 2025 51,365 2026 51,365 Thereafter 577,857 $ 821,841 In-Process Research & Development (“IPR&D”) Summary The IPR&D assets were acquired in the PointR Merger 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 March 31, 2022 and December 31, 2021 was $ 1,101,760 March 31, 2022 Intangible asset – Intellectual Property $ 1,377,200 1,377,200 Less Accumulated Amortization (275,440 ) Total $ 1,101,760 December 31, 2021 Intangible asset – Intellectual Property $ 1,377,200 1,377,200 Less Accumulated Amortization (275,440 ) Total $ 1,101,760 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 December March 31, 2022 December Accounts payable $ 1,946,179 $ 1,927,749 Accrued expense 1,578,923 1,164,974 Accounts payable and accrued liabilities $ 3,525,102 $ 3,092,723 March 31, 2022 December 31, 2021 March 31, 2022 December 31, 2021 Accounts payable – related party $ 358,074 $ 403,423 |
CONVERTIBLE DEBENTURES, NOTES A
CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT | NOTE 5 – CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT As of March 31, 2022, 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 AND NOTES March 31, 2022 Convertible debentures 10% Convertible note payable, due April 23, 2022 – Bridge Investor $ 34,459 10% Convertible note payable, due April 23, 2022 – Related Party 159,571 10% Convertible note payable, due August 6, 2022 – Bridge Investor 193,325 387,355 Fall 2019 Notes 5% Convertible note payable – Stephen Boesch 120,208 5% Convertible note payable – Related Party 279,358 5% Convertible note payable – Dr. Sanjay Jha (Through his family trust) 278,878 5% Convertible note payable – CEO, CTO* & CFO– Related Parties 91,382 5% Convertible note payable – Bridge Investors 187,222 957,048 August 2021 Convertible Notes 5% Convertible note – Autotelic Inc– Related Party 257,158 5% Convertible note – Bridge investors 384,193 5% Convertible note – CFO – Related Party 77,147 718,498 JH Darbie PPM Debt 16% Convertible Notes - Non-related parties 2,312,023 16% Convertible Notes – CEO – Related Party 121,650 2,433,673 November/December 2021 & March 2022 Notes 12% Convertible Notes – Accredited Investors 386,459 Debt for Clinical Trials – GMP 2% Convertible Notes - GMP 4,591,973 Other Debt Short term debt – Bridge investors 245,000 Short term debt from CFO – Related Party 25,050 Short term debt – Autotelic Inc– Related Party 20,000 Accrued Interest on Loans 4,597 294,647 Total of convertible debentures & notes and other debt $ 9,769,653 For information on the special purchase agreements (SPAs) with convertible debentures and notes, net of debt discount and including accrued interest, if any, as of December 31, 2022, refer to our Annual Report on Form 10-K for the year ended December 31, 2021. * The CTO was a related party till July 2021, when he resigned as the CTO due to health reasons. The gross principal balances on the convertible debentures listed above totaled $ 1,000,000 800,140 BCF” Total amortization expense related to these debt discounts was $ 22,918 54,572 0 24,491 12,646 35,564 All the above notes issued to Peak One, TFK, our CEO, and the bridge investors reached the 180 days during the fiscal 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. 870,000 258,000 612,000 As of March 31, 2022, the Company had a derivative liability of approximately $ 531,000 and a change in fair value of approximately $ 191,000 . Bridge Financings TFK Financing For information on the special purchase agreements (SPAs) with convertible debentures and notes, net of debt discount and including accrued interest, if any, as of December 31, 2022, refer to our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 15, 2022. Notes with Officer and Bridge Investor In April 2019, the Company entered into a Securities Purchase Agreement (the “ Bridge SPA 400,000 In April 2019, the Company entered into a convertible note with our Chief Executive Officer, Vuong Trieu, Ph. D. (the “ Trieu Note 164,444 , including a 10 % OID of $ 16,444 , resulting in net proceeds of $ 148,000 , 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 “ Trieu Conversion Shares Fixed Price th The issuance of the Trieu Note resulted in a discount from the beneficial conversion feature totaling $ 131,555 14,620 18,058 4,900 19,000 In April 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 Fixed Price (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 3,300 4,100 1,100 4,400 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. th The Company may redeem the Convertible Note at rates of 110 140 The issuance of the note resulted in a discount from the beneficial conversion feature totaling $ 175,000 5,000 4,900 6,700 12,000 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 20,000 168,00 The Company repaid $ 0 50,000 850,000 All the Fall 2019 Notes provided for interest at the rate of 5 Majority Holders Maturity Date The Majority Holders had 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. 222,222 0 0 Further, the Company recorded interest expense of $ 10,625 11,460 957,048 946,424 GMP Notes In June 2020, the Company secured $ 2 million in debt financing, evidenced by a one-year convertible note (the “ GMP Note 2 % annual interest, and is personally guaranteed by Dr. Vuong Trieu, the Chief Executive Officer of the Company. The GMP Note is convertible into the Company’s Common Stock upon the GMP Note’s maturity of the GMP Note, at the Company’s Common Stock price on the date of conversion with no discount. GMP has waived the default in the maturity of the GMP Note and as such there is no event of default and also agreed to extend the date of maturity of the GMP Note to June 30, 2022. GMP does not have the option to convert prior to the GMP Note’s maturity. Such financing will be utilized solely to fund the clinical trial. 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 million. GMP has been invoiced by the clinical research organization for the full $ 2 million as of March 31, 2022, and as such the Company has recognized the liability as a convertible debt. In September 2021, the Company secured a further $ 1.5 million in debt financing, evidenced by a one-year convertible note (the “ GMP Note 2 2 % annual interest. The GMP Note is convertible into the Company’s Common Stock upon the GMP Note 2’s maturity one year from the date of the GMP Note 2, at the Company’s Common Stock price on the date of conversion with no discount. GMP does not have the option to convert prior to the GMP Note 2’s maturity at the end of one year. Such financing was to be utilized solely to fund the clinical trial. As of March 31, 2022, GMP was invoiced by the clinical research organization for $ 0.5 million. GMP paid the clinical trial organization the first tranche of $ 0.5 million in October 2021. In October 2021, the Company entered into an Unsecured Convertible Note Purchase Agreement (the “ October Purchase Agreement 0.5 million (the “ October 2021 Note In January 2022, the Company entered into an Unsecured Convertible Note Purchase Agreement (the “ January Purchase Agreement 0.5 million (the “ January 2022 Note The GMP Note 2, the October 2021 Note and the January 2022 Note carries an interest rate of 2 % per annum and matures on the earlier of (a) the one-year anniversary of the date of the Purchase Agreement, or (b) the acceleration of the maturity by GMP upon occurrence of an Event of Default (as defined below). The GMP Note 2, the October 2021 Note and the January 2022 Note contains a voluntary conversion mechanism whereby GMP may convert the outstanding principal and accrued interest under the terms of the GMP Note 2, the October 2021 Note and the January 2022 Note into shares of Common Stock (the “ Conversion Shares Event of Default The total principal outstanding on all the GMP notes, inclusive of accrued interest, was $ 4,569,781 and $ 4,069,781 as of March 31, 2022, and December 31, 2021, respectively. Geneva Roth Remark Notes For information on the special purchase agreements (SPAs) with convertible debentures and notes, net of debt discount and including accrued interest, if any, as of December 31, 2022, refer to our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 15, 2022. Paycheck Protection Program For information on the special purchase agreements (SPAs) with convertible debentures and notes, net of debt discount and including accrued interest, if any, as of December 31, 2022, refer to our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 15, 2022. August 2021 Notes In August 2021, the Company entered into Note Purchase Agreements with Autotelic - a related party, our CFO - a related party, and certain 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. The majority of the August 2021 investors have the right, but not the obligation, not more than five days following the maturity date, to convert all, but not less than all, the outstanding and unpaid principal plus accrued interest into the Company’s common stock, at a conversion price of $ 0.18 As of March 31, 2022, and December 31, 2021, the August 2021 convertible notes, net of debt discount, consist of the following amounts: SCHEDULE OF CONVERTIBLE NOTES, NET OF DISCOUNT March 31, 2022 December 31, 2021 March 31, 2022 December 31, 2021 Autotelic Related party convertible note, 5% coupon August 2022 $ 257,158 $ 256,634 CFO Related party convertible note, 5% coupon August 2022 77,147 76,531 Accredited investors convertible note, 5% coupon August 2022 384,193 381,123 Total $ 718,498 $ 714,288 During the three months ended March 31, 2022, and 2021, the Company recognized approximately $ 5,700 0 20,000 14,260 November – December 2021 Financing In November and December 2021, the Company entered into securities purchase agreement with five institutional investors, whereby the Company issued five convertible notes in the aggregate principal amount of $ 1,250,000 12 16 0.07 9,615,385 0.13 961,540 In January 2022, three of the five investors made a cashless exercise for their warrants. In this connection, the Company issued approximately 3 5.8 As of March 31, 2022, and December 31, 2021, convertible notes under the November-December 2021 Financing, net of debt discount, consist of the following amounts: SCHEDULE OF CONVERTIBLE NOTES March 31, 2022 December 31, 2021 March 31, 2022 December 31, 2021 Mast Hill Convertible note, 12% coupon November 21 $ 250,000 $ 250,000 Talos Victory Convertible note, 12% coupon November 2021 250,000 250,000 First Fire Global Opportunities LLC Convertible note, 12% coupon, December 2021 250,000 250,000 Blue Lake Partners LLC Convertible note, 12% coupon, December 2021 250,000 250,000 Fourth Man LLC Convertible note, 12% coupon December 2021 250,000 250,000 Convertible notes, gross $ 1,250,000 $ 1,250,000 Less Debt discount recorded (1,250,000 ) (1,250,000 ) Amortization debt discount 386,459 76,994 Convertible notes, net $ 386,459 $ 76,994 The Company recognized approximately $ 48,000 0 309,500 0 The Company recorded an initial debt discount of approximately $ 0.4 0.3 Other short-term advances As of March 31, 2022 compared to December 31, 2021, other short-term advances consist of the following amounts obtained from various employees and related parties: SCHEDULE OF SHORT-TERM LOANS Other Advances March 31, 2022 December 31, Other Advances March 31, 2022 December 31, Short term advance from CEO – Related Party $ - $ 20,000 Short term advances – bridge investors 245,000 265,000 Short term advances from CFO – Related Party 25,050 45,050 Short term advance – Autotelic Inc. – Related Party 20,000 20,000 Accrued Interest on advances 5,003 9,212 Total $ 295,053 $ 359,262 During the year ended December 31, 2020, the Company’s CEO provided additional funding of $ 70,000 to the Company, of which $ 50,000 was repaid before December 31, 2020. Further, during the three months ended March 31, 2022, $ 20,000 repaid to the Company’s CEO. As such, $ 0 and $ 20,000 was outstanding at March 31, 2022 and December 31, 2021, respectively. During the year ended December 31, 2021, Autotelic Inc. provided a short-term funding of $ 120,000 250,000 20,000 20,000 During the year ended December 31, 2021, the Company’s CFO, a related Party, provided short term advances of approximately $ 45,000 25,000 20,000 25,000 45,000 |
JOINT VENTURE WITH GMP AFFILIAT
JOINT VENTURE WITH GMP AFFILIATES | 3 Months Ended |
Mar. 31, 2022 | |
Joint Venture With Gmp Affiliates | |
JOINT VENTURE WITH GMP AFFILIATES | NOTE 6 – JOINT VENTURE WITH GMP AFFILIATES On March 31, 2022, the Company entered into (i) a joint venture (the “ JV Parties JVA US License Agreement US Ex-US Rights Agreement Agreements Dragon and the Company entered into the JVA to regulate their relationship and the operation and management of the JV. The JVA contains provisions for the licensed products and licensed technologies related to OT-101 (the “ Licensed products and technologies GMP “R&D Agreement” The JVA permits GMP to seek conversion of certain convertible promissory notes entered into between the Company and GMP (see reference to Purchase Agreements and Notes below) into shares of the Common Stock of the Company within 15 business days of the execution of the JVA at a price of $0.2242 per Common Share, the closing price of the Common Share as traded on the OTCQB the day prior to the execution of the JVA, or the closing price of the Common Stock prior to the date of conversion if not within 15 business days of the JVA. Upon the execution of the JVA, Dragon will pay for and hold 55 shares of GMP Bio and the Company will pay for and hold 45 shares of GMP Bio, both to be acquired at $1.00 per share of GMP Bio. Such shares of GMP Bio were issued shortly after the date of the JVA . The JVA required the entering into of the Agreements on or before the execution of the JVA. The JVA defines the valuation of the Agreements (taking into account the transfer of the Company’s rights and obligations under the R&D Agreement) each at $ 11,320,237 .25, for an aggregate of $ 22,640,474 .50. The Parties also agreed that if a Rare Pediatric Disease (“ RPD DIPG Voucher . Dragon can suspend funding the JVA if the Series A round of financing is not successfully completed by August 31, 2022, in which case Dragon’s funding obligation would be restricted to $ 250,000 per month to GMP Bio. If Dragon decides to terminate the JVA, the licenses granted under the Agreements shall be terminated and the OT-101 assets licensed by the Company will revert back to the Company. The rest of the JVA deals with the conduct of the JV, the board of directors of GMP Bio and other administrative matters. Dragon shall nominate up to three directors of their choosing to the board of directors of GMP Bio, two of whom are already nominated as “A” Directors and the Company shall nominate up to two directors of their choosing to the board of directors of GMP Bio, one of whom is already nominated as a “B” Director. The JVA defines how the board of directors will operate as well as the general management and operations of the JV. Other standard terms on shareholder rights, indemnification etc. are also defined in the JVA. Also included are the other terms with relation to insurance, indemnification, jurisdiction and other customary terms and conditions. The Agreements include terms of an exclusive, irrevocable, perpetual, royalty-free, sublicensable license under the Licensed Technology to manufacture, have manufactured, use, import, sell, offer for sale or otherwise exploit the Licensed Products, which is OT-101, in the Field, which is all therapeutic uses in humans, and in the Territories, which is the US and the rest of the world. In addition, the Company grants a non-exclusive, irrevocable, perpetual, royalty-free, non-sublicensable license for its sole use of the Company’s Vision Grid system for monitoring process, man flow, equipment flow, and material flow in contract development and manufacturing organization operations. These have been granted to GMP Bio and Sapu Holdings, LLC as the capital contribution by the Company to GMP Bio. The Agreements include the contributions by the key employees, as defined and included in the Agreements, standard representations and warranties, intellectual property protection, insurance, indemnification, jurisdiction and other customary terms and conditions. The Company is currently evaluating the estimated impact the accounting for the JV will have on its financial statements upon completion of the formation. For information on the various notes from GMP, refer to Note 5 – GMP Notes |
PRIVATE PLACEMENT AND JH DARBIE
PRIVATE PLACEMENT AND JH DARBIE FINANCING | 3 Months Ended |
Mar. 31, 2022 | |
Private Placement And Jh Darbie Financing | |
PRIVATE PLACEMENT AND JH DARBIE FINANCING | NOTE 7 - PRIVATE PLACEMENT AND JH DARBIE FINANCING During the period from July 2020 to March 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 into up to 25,000 1.00 138,889 0.18 ■ 50,000 1.00 0.20 three As March 31, 2022 and December 31, 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 March 31, 2022 December 31, 2021 March 31, 2022 December 31, 2021 Convertible promissory notes Subscription agreements - accredited investors $ 2,312,023 $ 1,520,720 Subscription agreements – related party 121,650 85,664 Total convertible promissory notes $ 2,433,673 $ 1,606,384 The Company incurred approximately $ 0.64 million of issuance costs, including legal costs of approximately $ 39,000 , that are incremental costs directly related to the issuance of the various instruments bundled in the offering. 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 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 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 $ 1.8 million in Edgepoint between July 2020 and March 2021. Non-controlling interests represent the portion of net assets in consolidated entities that are not owned by the Company and are reported as a component of equity in the consolidated balance sheets. 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 grant date fair value of approximately $ 0.20 2,035,000 0.7 0.20 1.00 three years 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 $ 0.20 3,465,000 0.4 0.20 1.00 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 In February 2022, the Company and all except one of the Investors agreed to extend the maturity date of the Notes from March 31, 2022, to March 31, 2023. In consideration for the extension of the Notes, the Company issued to the Investors an aggregate of 33,000,066 Oncotelic Warrants at a price of $ 0.15 per share of Company’s Common Stock. Each Investor will be entitled to receive 333,334 Oncotelic Warrants for each Unit purchased. Upon the amendment of the terms of the convertible notes under the private placement memorandum. As incentive to extend the maturity date, approximately 33 million warrants were issued to the Unit Holders who participated in the amendment, The Company repaid the 1 unit holder who did not participate in the amendment shortly after March 31, 2022. The Company reviewed the guidance per ASC 470-60 Troubled debt restructurings and ASC 470-50 Debt-Modifications and Extinguishments and concluded that the terms of the agreements were substantially different as of March 31, 2022, and, accounted for the transaction as a debt extinguishment. The loss is recognized equal to the difference between the net carrying amount of the original debt and the fair value of the modified debt instrument. At March 31, 2022, the Company estimated the fair value of the warrants issued in conjunction with the amendment of the private placement under the JH Darbie financing 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 date. The Company used the following assumptions to estimate fair value of the warrants as of March 31, 2022: Expected Term 1 Strike price $ 0.15 Expected volatility 115.1 % Risk-free interest rates 1.36 % Dividend yields 0.00 % All the warrants issued in conjunction with the amendment #5 had an exercise price of $ 0.15 The Company recognized amortization expense related to the debt discount and debt issuance costs of $ 30,775 and $ 373,949 for the three months ended March 31, 2022 and March 31, 2021 respectively, which is included in interest expense in the statements of operations. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 - 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 approximately $ 66,000 77,000 In September 2021, the Company entered into an exclusive License Agreement (the “Agreement”) with Autotelic, pursuant to which Autotelic granted Oncotelic, among other things: (i) the exclusive right and license to certain Autotelic Patents (as defined in the Agreement) and Autotelic Know-How (as defined in the Agreement); and (ii) a right of first refusal to acquire at least a majority of the outstanding capital stock of Autotelic prior to Autotelic entering into any transaction that is a financing collaboration, distribution revenues, earn-outs, sales, out-licensing, purchases, debt, royalties, merger acquisition, change of control, transfer of cash or non-cash assets, disposition of capital stock by way of tender or exchange offer, partnership or any other joint or collaborative venture, research collaboration, material transfer, sponsored research or similar transaction or agreements. In exchange for the rights granted to Oncotelic, Autotelic would be entitled to earn the following milestone payments (collectively, the “ 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 millio 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 20,000 20,000 5 250,000 During the year ended December 2021, Autotelic Inc provided a short term loans of $ 270,000 250,000 20,000 120,000 Artius Consulting Agreement On March 9, 2020, the Company and Artius Bioconsulting, LLC (“Artius”), for which Mr. King is the Managing Member, entered into an amendment to the Consulting Agreement dated December 1, 2018, under which Artius agreed to serve as a consultant to the Company for services related to the Company’s business from time to time, effective December 1, 2019 (the “Effective Date”) (the “Artius Agreement”). In connection with the Artius Agreement, Mr. King also agreed to assist the Company with strategic advisory services with respect to transactional and operational contracts, budgetary input, among other matters in connection with the formation of a new business unit to develop AI and Blockchain Driven Vision Systems (“EdgePoint AI”), for which Mr. King is Chief Executive Officer. 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. No 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 granted to Dr. Maida 400,000 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 $ 75,000 45,000 |
EQUITY PURCHASE AGREEMENT AND R
EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT | 3 Months Ended |
Mar. 31, 2022 | |
Equity Purchase Agreement And Registration Rights Agreement | |
EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT | NOTE 9 - 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 The Company filed a post-effective amendment Registration Statement on Form S-1 with the Commission on April 26, 2022, and the Form S-1 was declared effective on May 6, 2022. The Company filed the prospectus in this connection on May 11, 2022. . In connection with the EPL, the Company issued 250,000 70,000 During the three months ended March 31, 2022, the Company sold a total of 300,000 shares of Common Stock at price of $ 0.21 for total gross proceeds of approximately $ 65,500 and approximately $ 51,800 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10 - STOCKHOLDERS’ EQUITY The following transactions affected the Company’s Stockholders’ Equity: Issuance of Common Stock during the three months ended March 31, 2022 In January 2022, three of the five investors from the November/December 2021 financing made a cashless exercise for their warrants. In connection with this exercise, the Company issued 3,041,958 5,769,231 In March 2022, the Company sold 300,000 shares of its Common Stock to Peak One under the EPL for net proceeds of approximately $ 52 Issuance of Common Stock during the three months ended March 31, 2021 In January 2021, the Company issued 657,200 In March 2021, the Company converted 278,188 278,187,847 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
Compensation Related Costs [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 11 – STOCK-BASED COMPENSATION Options Pursuant to the Merger, the Company’s Common Stock and corresponding outstanding options survived. The below information details the Company’s associated option activity. As of March 31, 2022, 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 27,250,000 Compensation-based stock option activity for qualified and unqualified stock options for the three months ended March 31, 2022 is summarized as follows: SCHEDULE OF COMPENSATION BASED STOCK OPTION ACTIVITY Weighted For the three months ended March 31, 2022 Average Shares Exercise Price Outstanding at January 1, 2022 16,592,620 $ 0.30 Expired or cancelled (2,359 ) 11.88 Outstanding at March 31, 2022 16,590,261 $ 0.30 Information on compensation-based stock option activity for qualified and unqualified stock options for the year ended December 31, 2021 can be found in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 15, 2022. The following table summarizes information about options to purchase shares of the Company’s Common Stock outstanding and exercisable at March 31, 2022: SCHEDULE OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING AND EXERCISABLE Weighted- Weighted- Average Average Outstanding Remaining Life Exercise Number Exercise prices Options In Years Price Exercisable $ 0.14 7,150,000 9.43 $ 0.14 3,707,500 0.16 5,502,761 9.27 0.16 5,502,761 0.22 1,750,000 4.09 0.22 1,750,000 0.38 900,000 3.41 0.38 900,000 0.73 762,500 3.04 0.73 762,500 1.37 150,000 1.25 1.37 150,000 1.43 300,000 3.16 1.43 300,000 15.00 75,000 3.16 15.00 75,000 16,590,261 7.97 $ 0.30 13,147,761 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 approximately $ 1.0 million and was based on the Company’s closing stock price of $ 0.23 as of March 31, 2022, which would have been received by the option holders had all option holders exercised their options as of that date. Information on the aggregate intrinsic value for the year ended December 31, 2021 can be found in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 15, 2022. The Company amortized approximately $ 297,000 In August 2019, the Company entered into Employment Agreements and incentive compensation arrangements with each of its executive officers, including Dr. Vuong Trieu, the Chief Executive Officer; Dr. Fatih Uckun, the Chief Medical Officer; Dr. Chulho Park, its Chief Technology Officer; and Mr. Amit Shah, the Chief Financial Officer. Details of the agreements and the incentive compensation is described in detail in Note 11 – Commitments & Contingencies under “Employment Agreements”. The incentive stock options or the restricted stock awards granted to the Company’s executive officers have not been granted as of the date of this filing. Warrants Pursuant to the Merger, the Company’s Common Stock and corresponding outstanding warrants survived. The below information represents the Company’s associated warrant activity. In February 2022, the Company and all except one of the Investors agreed to extend the maturity date of the Notes from March 31, 2022, to March 31, 2023 . In consideration for the extension of the Notes, the Company issued to the Investors an aggregate of approximately 33 million Oncotelic Warrants at a price of $ 0.15 per share of Company’s Common Stock. At March 31, 2022, the Company estimated the fair value of the warrants issued in conjunction with the amendment of the private placement under the JH Darbie financing 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 date. The Company used the following assumptions to estimate fair value of the warrants as of March 31, 2022: Expected Term 1 year Strike price $ 0.15 Expected volatility 115.1 % Risk-free interest rates 1.36 % Dividend yields 0.00 % All the warrants issued in conjunction with the amendment #5 had an exercise price of $ 0.15 per share and are immediately exercisable and expire two years from the date of issuance or February 9, 2024. The warrants resulted in an aggregate fair value of approximately $ 2.9 million. The issuance of warrants to purchase shares of the Company’s Common Stock, including those attributed to debt issuances, as of March 31, 2022 are summarized as follows: SCHEDULE OF WARRANTS ACTIVITY For the three months ended March 31, 2022 Average Shares Exercise Price Outstanding at January 1, 2022 53,314,424 $ 0.20 Issued during the three months ended March 31, 2022 33,000,066 0.15 0.20 Exercised / cancelled during the three months ended March 31, 2022 (5,769,231 ) 0.13 Outstanding at December 31, 2021 80,545,259 $ 0.18 Information on warrants for the year ended December 31, 2022 can be found in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 15, 2022. The following table summarizes information about warrants outstanding and exercisable at March 31, 2022: 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 42,737,500 1.00 $ 0.20 4,237,500 0.13 4,807,693 5.00 0.13 4,807,693 0.15 33,000,066 2.00 0.15 33,000,066 80,545,259 2.15 $ 0.18 80,545,259 In January 2022, three of the five November/December accredited investors made a cashless exercise for their warrants. In this connection, the Company issued 3,041,958 5,769,231 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 12 – INCOME TAXES The Company had gross deferred tax assets, which primarily relate to net operating loss carryforwards. As of December 31, 2021, the Company had gross federal and state net operating loss carryforwards of approximately $ 236.1 million and $ 76.3 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. Information on our deferred tax assets and liabilities can be found in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 15, 2022. Portions of these carryforwards will expire through 2038 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 – 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 Consideration The total purchase price of $ 17,831,427 2,625,000 15 2,625,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS March 2022 – Fourth Man Financing In March 2022, the Company entered into a securities purchase agreement with an accredited investor, whereby the Company issued a promissory note in the aggregate principal amount of $ 250,000 convertible into shares of common stock of the Company. The convertible note carries a twelve ( 12 %) percent coupon and a default coupon of 16 % and mature one year from issuance. The investor has the right at any time following issuance 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 a fixed rate of $ 0.10 . The Company also granted a total number of 1,250,000 warrants convertible into an equivalent number of the Company common shares at a strike price of $ 0.20 up to five years after issuance. As the funds for the Note were received in April 2022, the Company will record the transaction during the six months ended June 30, 2022. Peak One Equity Purchase Agreement The Company filed a post-effective amendment to reregister the EPL on April 26, 2022 and the post effective amendment was found effective by the SEC on 6 May, 2022. The Company filed the prospectus in this connection on May 11, 2022. Appointments of Chief Medical Officer and Chief Regulatory Officer The Company appointed Dr. Fatih Uckun and Dr. Seymour Fein as its Consulting Chief Medical Officer and Chief Regulatory Officer in May 2022. For more information on the appointments of Drs. Uckun and Fein, refer to our Current Report on form 8-K filed with the SEC on May 6, 2022. Cashless exercise of warrants On May 13, 2022, the Company received a request from one of the November/December 2021 note holders for a cashless exercise of their warrants. The Company will issue 1,403,326 1,923,077 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and December 31, 2021, respectively, the Company held all its cash in banks in the United States of America. 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 March 31, 2022 and December 31, 2021, respectively. Restricted cash consists of certificates of deposits held at banks as collateral for various purposes. |
Debt issuance Costs and Debt discount | Debt issuance Costs and Debt discount Issuance costs are specific incremental costs that are (1) paid to third parties and (2) directly attributable to the issuance of a debt or equity instrument. The issuance costs attributable to the initial sale of the instrument are offset against the associated proceeds in the determination of the instrument’s initial net carrying amount. Debt issuance costs and debt discounts are being amortized over the lives of the related financings on a basis that approximates the effective interest method. Costs and discounts are presented as a reduction of the related debt in the accompanying balance sheets if related to the issuance of debt or presented as a reduction of additional paid in capital if related to the issuance of an equity instrument. The Company applies the relative fair value to allocate the issuance costs among freestanding instruments that form part of the same transaction. If the Company amends the terms of its convertible notes, the Company reviews and applies the guidance per ASC 470-60 Troubled debt restructurings Debt-Modifications and Extinguishments |
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 derivative liabilities associated with its 2019 bridge financing Convertible Notes (see Note 5), consisted of conversion feature derivatives at March 31, 2022 and 2021, 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 March 31, 2022 and 2021: SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES 1 2 March 31, 2022 March 31, 2021 Balance at January 1, 2021 and 2020 $ 340,290 $ 777,024 New derivative liability - - Reclassification to additional paid in capital from conversion of debt to common stock - (144,585 ) Change in fair value 190,841 536,345 Balance at March 31, 2021 and 2020 $ 531,131 $ 1,168,784 As of March 31, 2022 and 2021, 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 March 31, 2022 and 2021: SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES March 31, 2022 Key Assumptions for fair value of conversions March 31, 2021 Key Assumptions for fair value of conversions Risk free interest 0.17% 0.52 % 0.07% 0.12 % Market price of share $ 0.22 0.36 $ 0.36 Life of instrument in years 0.81 1.1 1.06 1.35 Volatility 94.4 148.8 % 148.79 % 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 March 31, 2022 and March 31, 2021, there were no transfers of financial assets or financial liabilities between the hierarchy levels. The $ 2,625,000 |
Net Loss Per Share | Net Loss Per Share Basic net loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted net 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 Months Ended March 31, 2022 2021 Convertible notes 68,070,034 35,388,901 Stock options 16,590,261 3,941,301 Warrants 80,545,259 20,737,500 Potentially dilutive securities 165,205,554 60,067,702 |
Stock-Based Compensation | Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ ASC 718 For stock options issued, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the Common Stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the Common Stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. 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 months ended March 31, 2022 and the year ended December 31, 2021, 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 months ended March 31, 2022 and the year ended December 31, 2021, there were no impairment losses recognized for intangible assets. |
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 months ended March 31, 2022 and year ended December 31, 2021, 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 Income. |
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 (“ OID ASC 815-40 “Derivatives and Hedging – Contracts in Entity’s Own Equity” provides that, among other things, generally, if an event occurs that is not within the entity’s control could or would require net cash settlement, then the contract shall be classified as an asset or a liability. |
Variable Interest Entity (VIE) Accounting | Variable Interest Entity (VIE) Accounting The Company evaluates its ownership, contractual relationships and other interests in entities to determine the nature and extent of the interests, whether such interests are variable interests and whether the entities are VIEs in accordance with ASC 810, Consolidations. These evaluations can be complex and involve Management judgment as well as the use of estimates and assumptions based on available historical information, among other factors. Based on these evaluations, if the Company determines that it is the primary beneficiary of a VIE, the entity is consolidated into the financial statements. At March 31, 2022 and December 31, 2021, the Company identified EdgePoint to be the Company’s sole VIE. At March 31, 2022 and December 31, 2021, the Company’s ownership percentage of EdgePoint was 29 29 0.1 0.1 The Company signed a joint venture agreement (“ JVA |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. Under ASC 606, 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 process: (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 ASC 606, 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 (i) 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 (ii) 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 & 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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)” (“ ASU 2020-06 All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
Prior Period Reclassifications | Prior Period Reclassifications Certain amounts in prior periods may have been reclassified to conform with current period presentation. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and 2021: SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES 1 2 March 31, 2022 March 31, 2021 Balance at January 1, 2021 and 2020 $ 340,290 $ 777,024 New derivative liability - - Reclassification to additional paid in capital from conversion of debt to common stock - (144,585 ) Change in fair value 190,841 536,345 Balance at March 31, 2021 and 2020 $ 531,131 $ 1,168,784 |
SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES | SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES March 31, 2022 Key Assumptions for fair value of conversions March 31, 2021 Key Assumptions for fair value of conversions Risk free interest 0.17% 0.52 % 0.07% 0.12 % Market price of share $ 0.22 0.36 $ 0.36 Life of instrument in years 0.81 1.1 1.06 1.35 Volatility 94.4 148.8 % 148.79 % 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 Months Ended March 31, 2022 2021 Convertible notes 68,070,034 35,388,901 Stock options 16,590,261 3,941,301 Warrants 80,545,259 20,737,500 Potentially dilutive securities 165,205,554 60,067,702 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | The following table summarizes the balances as of March 31, 2022 and December 31, 2021, of the intangible assets acquired, their useful life, and annual amortization: SCHEDULE OF INTANGIBLE ASSETS March 31, Remaining Estimated Intangible asset – Intellectual Property $ 819,191 16.75 Intangible asset – Capitalization of license cost 190,989 16.75 1,010,180 Less Accumulated Amortization (201,180 ) Total $ 809,000 December 31, Remaining Estimated Useful Life (Years) Intangible asset – Intellectual Property $ 819,191 17.00 Intangible asset – Capitalization of license cost 190,989 17.00 1,010,180 Less Accumulated Amortization (188,339 ) Total $ 821,841 March 31, 2022 Intangible asset – Intellectual Property $ 1,377,200 1,377,200 Less Accumulated Amortization (275,440 ) Total $ 1,101,760 December 31, 2021 Intangible asset – Intellectual Property $ 1,377,200 1,377,200 Less Accumulated Amortization (275,440 ) Total $ 1,101,760 |
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 years ended December 31, 2022 $ 38,524 2023 51,365 2024 51,365 2025 51,365 2026 51,365 Thereafter 577,857 $ 821,841 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 December March 31, 2022 December Accounts payable $ 1,946,179 $ 1,927,749 Accrued expense 1,578,923 1,164,974 Accounts payable and accrued liabilities $ 3,525,102 $ 3,092,723 March 31, 2022 December 31, 2021 March 31, 2022 December 31, 2021 Accounts payable – related party $ 358,074 $ 403,423 |
CONVERTIBLE DEBENTURES, NOTES_2
CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES, NET OF DISCOUNT | As of March 31, 2022, 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 AND NOTES March 31, 2022 Convertible debentures 10% Convertible note payable, due April 23, 2022 – Bridge Investor $ 34,459 10% Convertible note payable, due April 23, 2022 – Related Party 159,571 10% Convertible note payable, due August 6, 2022 – Bridge Investor 193,325 387,355 Fall 2019 Notes 5% Convertible note payable – Stephen Boesch 120,208 5% Convertible note payable – Related Party 279,358 5% Convertible note payable – Dr. Sanjay Jha (Through his family trust) 278,878 5% Convertible note payable – CEO, CTO* & CFO– Related Parties 91,382 5% Convertible note payable – Bridge Investors 187,222 957,048 August 2021 Convertible Notes 5% Convertible note – Autotelic Inc– Related Party 257,158 5% Convertible note – Bridge investors 384,193 5% Convertible note – CFO – Related Party 77,147 718,498 JH Darbie PPM Debt 16% Convertible Notes - Non-related parties 2,312,023 16% Convertible Notes – CEO – Related Party 121,650 2,433,673 November/December 2021 & March 2022 Notes 12% Convertible Notes – Accredited Investors 386,459 Debt for Clinical Trials – GMP 2% Convertible Notes - GMP 4,591,973 Other Debt Short term debt – Bridge investors 245,000 Short term debt from CFO – Related Party 25,050 Short term debt – Autotelic Inc– Related Party 20,000 Accrued Interest on Loans 4,597 294,647 Total of convertible debentures & notes and other debt $ 9,769,653 For information on the special purchase agreements (SPAs) with convertible debentures and notes, net of debt discount and including accrued interest, if any, as of December 31, 2022, refer to our Annual Report on Form 10-K for the year ended December 31, 2021. * The CTO was a related party till July 2021, when he resigned as the CTO due to health reasons. The gross principal balances on the convertible debentures listed above totaled $ 1,000,000 800,140 BCF” Total amortization expense related to these debt discounts was $ 22,918 54,572 0 24,491 12,646 35,564 All the above notes issued to Peak One, TFK, our CEO, and the bridge investors reached the 180 days during the fiscal 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. 870,000 258,000 612,000 As of March 31, 2022, the Company had a derivative liability of approximately $ 531,000 and a change in fair value of approximately $ 191,000 . Bridge Financings TFK Financing For information on the special purchase agreements (SPAs) with convertible debentures and notes, net of debt discount and including accrued interest, if any, as of December 31, 2022, refer to our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 15, 2022. Notes with Officer and Bridge Investor In April 2019, the Company entered into a Securities Purchase Agreement (the “ Bridge SPA 400,000 In April 2019, the Company entered into a convertible note with our Chief Executive Officer, Vuong Trieu, Ph. D. (the “ Trieu Note 164,444 , including a 10 % OID of $ 16,444 , resulting in net proceeds of $ 148,000 , 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 “ Trieu Conversion Shares Fixed Price th The issuance of the Trieu Note resulted in a discount from the beneficial conversion feature totaling $ 131,555 14,620 18,058 4,900 19,000 In April 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 Fixed Price (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 3,300 4,100 1,100 4,400 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. th The Company may redeem the Convertible Note at rates of 110 140 The issuance of the note resulted in a discount from the beneficial conversion feature totaling $ 175,000 5,000 4,900 6,700 12,000 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 20,000 168,00 The Company repaid $ 0 50,000 850,000 All the Fall 2019 Notes provided for interest at the rate of 5 Majority Holders Maturity Date The Majority Holders had 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. 222,222 0 0 Further, the Company recorded interest expense of $ 10,625 11,460 957,048 946,424 GMP Notes In June 2020, the Company secured $ 2 million in debt financing, evidenced by a one-year convertible note (the “ GMP Note 2 % annual interest, and is personally guaranteed by Dr. Vuong Trieu, the Chief Executive Officer of the Company. The GMP Note is convertible into the Company’s Common Stock upon the GMP Note’s maturity of the GMP Note, at the Company’s Common Stock price on the date of conversion with no discount. GMP has waived the default in the maturity of the GMP Note and as such there is no event of default and also agreed to extend the date of maturity of the GMP Note to June 30, 2022. GMP does not have the option to convert prior to the GMP Note’s maturity. Such financing will be utilized solely to fund the clinical trial. 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 million. GMP has been invoiced by the clinical research organization for the full $ 2 million as of March 31, 2022, and as such the Company has recognized the liability as a convertible debt. In September 2021, the Company secured a further $ 1.5 million in debt financing, evidenced by a one-year convertible note (the “ GMP Note 2 2 % annual interest. The GMP Note is convertible into the Company’s Common Stock upon the GMP Note 2’s maturity one year from the date of the GMP Note 2, at the Company’s Common Stock price on the date of conversion with no discount. GMP does not have the option to convert prior to the GMP Note 2’s maturity at the end of one year. Such financing was to be utilized solely to fund the clinical trial. As of March 31, 2022, GMP was invoiced by the clinical research organization for $ 0.5 million. GMP paid the clinical trial organization the first tranche of $ 0.5 million in October 2021. In October 2021, the Company entered into an Unsecured Convertible Note Purchase Agreement (the “ October Purchase Agreement 0.5 million (the “ October 2021 Note In January 2022, the Company entered into an Unsecured Convertible Note Purchase Agreement (the “ January Purchase Agreement 0.5 million (the “ January 2022 Note The GMP Note 2, the October 2021 Note and the January 2022 Note carries an interest rate of 2 % per annum and matures on the earlier of (a) the one-year anniversary of the date of the Purchase Agreement, or (b) the acceleration of the maturity by GMP upon occurrence of an Event of Default (as defined below). The GMP Note 2, the October 2021 Note and the January 2022 Note contains a voluntary conversion mechanism whereby GMP may convert the outstanding principal and accrued interest under the terms of the GMP Note 2, the October 2021 Note and the January 2022 Note into shares of Common Stock (the “ Conversion Shares Event of Default The total principal outstanding on all the GMP notes, inclusive of accrued interest, was $ 4,569,781 and $ 4,069,781 as of March 31, 2022, and December 31, 2021, respectively. Geneva Roth Remark Notes For information on the special purchase agreements (SPAs) with convertible debentures and notes, net of debt discount and including accrued interest, if any, as of December 31, 2022, refer to our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 15, 2022. Paycheck Protection Program For information on the special purchase agreements (SPAs) with convertible debentures and notes, net of debt discount and including accrued interest, if any, as of December 31, 2022, refer to our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 15, 2022. August 2021 Notes In August 2021, the Company entered into Note Purchase Agreements with Autotelic - a related party, our CFO - a related party, and certain 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. The majority of the August 2021 investors have the right, but not the obligation, not more than five days following the maturity date, to convert all, but not less than all, the outstanding and unpaid principal plus accrued interest into the Company’s common stock, at a conversion price of $ 0.18 As of March 31, 2022, and December 31, 2021, the August 2021 convertible notes, net of debt discount, consist of the following amounts: SCHEDULE OF CONVERTIBLE NOTES, NET OF DISCOUNT March 31, 2022 December 31, 2021 March 31, 2022 December 31, 2021 Autotelic Related party convertible note, 5% coupon August 2022 $ 257,158 $ 256,634 CFO Related party convertible note, 5% coupon August 2022 77,147 76,531 Accredited investors convertible note, 5% coupon August 2022 384,193 381,123 Total $ 718,498 $ 714,288 |
SCHEDULE OF CONVERTIBLE NOTES, NET OF DISCOUNT | As of March 31, 2022, and December 31, 2021, the August 2021 convertible notes, net of debt discount, consist of the following amounts: SCHEDULE OF CONVERTIBLE NOTES, NET OF DISCOUNT March 31, 2022 December 31, 2021 March 31, 2022 December 31, 2021 Autotelic Related party convertible note, 5% coupon August 2022 $ 257,158 $ 256,634 CFO Related party convertible note, 5% coupon August 2022 77,147 76,531 Accredited investors convertible note, 5% coupon August 2022 384,193 381,123 Total $ 718,498 $ 714,288 |
SCHEDULE OF CONVERTIBLE NOTES | As of March 31, 2022, and December 31, 2021, convertible notes under the November-December 2021 Financing, net of debt discount, consist of the following amounts: SCHEDULE OF CONVERTIBLE NOTES March 31, 2022 December 31, 2021 March 31, 2022 December 31, 2021 Mast Hill Convertible note, 12% coupon November 21 $ 250,000 $ 250,000 Talos Victory Convertible note, 12% coupon November 2021 250,000 250,000 First Fire Global Opportunities LLC Convertible note, 12% coupon, December 2021 250,000 250,000 Blue Lake Partners LLC Convertible note, 12% coupon, December 2021 250,000 250,000 Fourth Man LLC Convertible note, 12% coupon December 2021 250,000 250,000 Convertible notes, gross $ 1,250,000 $ 1,250,000 Less Debt discount recorded (1,250,000 ) (1,250,000 ) Amortization debt discount 386,459 76,994 Convertible notes, net $ 386,459 $ 76,994 |
SCHEDULE OF SHORT-TERM LOANS | As of March 31, 2022 compared to December 31, 2021, other short-term advances consist of the following amounts obtained from various employees and related parties: SCHEDULE OF SHORT-TERM LOANS Other Advances March 31, 2022 December 31, Other Advances March 31, 2022 December 31, Short term advance from CEO – Related Party $ - $ 20,000 Short term advances – bridge investors 245,000 265,000 Short term advances from CFO – Related Party 25,050 45,050 Short term advance – Autotelic Inc. – Related Party 20,000 20,000 Accrued Interest on advances 5,003 9,212 Total $ 295,053 $ 359,262 |
PRIVATE PLACEMENT AND JH DARB_2
PRIVATE PLACEMENT AND JH DARBIE FINANCING (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Private Placement And Jh Darbie Financing | |
SCHEDULE OF FUNDS RECEIVED UNDER THE SUBSCRIPTION AGREEMENT | As March 31, 2022 and December 31, 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 March 31, 2022 December 31, 2021 March 31, 2022 December 31, 2021 Convertible promissory notes Subscription agreements - accredited investors $ 2,312,023 $ 1,520,720 Subscription agreements – related party 121,650 85,664 Total convertible promissory notes $ 2,433,673 $ 1,606,384 |
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 Strike price $ 0.15 Expected volatility 115.1 % Risk-free interest rates 1.36 % Dividend yields 0.00 % |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 millio |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Compensation Related Costs [Abstract] | |
SCHEDULE OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING AND EXERCISABLE | Compensation-based stock option activity for qualified and unqualified stock options for the three months ended March 31, 2022 is summarized as follows: SCHEDULE OF COMPENSATION BASED STOCK OPTION ACTIVITY Weighted For the three months ended March 31, 2022 Average Shares Exercise Price Outstanding at January 1, 2022 16,592,620 $ 0.30 Expired or cancelled (2,359 ) 11.88 Outstanding at March 31, 2022 16,590,261 $ 0.30 Information on compensation-based stock option activity for qualified and unqualified stock options for the year ended December 31, 2021 can be found in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 15, 2022. The following table summarizes information about options to purchase shares of the Company’s Common Stock outstanding and exercisable at March 31, 2022: SCHEDULE OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING AND EXERCISABLE Weighted- Weighted- Average Average Outstanding Remaining Life Exercise Number Exercise prices Options In Years Price Exercisable $ 0.14 7,150,000 9.43 $ 0.14 3,707,500 0.16 5,502,761 9.27 0.16 5,502,761 0.22 1,750,000 4.09 0.22 1,750,000 0.38 900,000 3.41 0.38 900,000 0.73 762,500 3.04 0.73 762,500 1.37 150,000 1.25 1.37 150,000 1.43 300,000 3.16 1.43 300,000 15.00 75,000 3.16 15.00 75,000 16,590,261 7.97 $ 0.30 13,147,761 |
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 March 31, 2022: SCHEDULE OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING AND EXERCISABLE Weighted- Weighted- Average Average Outstanding Remaining Life Exercise Number Exercise prices Options In Years Price Exercisable $ 0.14 7,150,000 9.43 $ 0.14 3,707,500 0.16 5,502,761 9.27 0.16 5,502,761 0.22 1,750,000 4.09 0.22 1,750,000 0.38 900,000 3.41 0.38 900,000 0.73 762,500 3.04 0.73 762,500 1.37 150,000 1.25 1.37 150,000 1.43 300,000 3.16 1.43 300,000 15.00 75,000 3.16 15.00 75,000 16,590,261 7.97 $ 0.30 13,147,761 |
SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE | The issuance of warrants to purchase shares of the Company’s Common Stock, including those attributed to debt issuances, as of March 31, 2022 are summarized as follows: SCHEDULE OF WARRANTS ACTIVITY For the three months ended March 31, 2022 Average Shares Exercise Price Outstanding at January 1, 2022 53,314,424 $ 0.20 Issued during the three months ended March 31, 2022 33,000,066 0.15 0.20 Exercised / cancelled during the three months ended March 31, 2022 (5,769,231 ) 0.13 Outstanding at December 31, 2021 80,545,259 $ 0.18 Information on warrants for the year ended December 31, 2022 can be found in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 15, 2022. The following table summarizes information about warrants outstanding and exercisable at March 31, 2022: 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 42,737,500 1.00 $ 0.20 4,237,500 0.13 4,807,693 5.00 0.13 4,807,693 0.15 33,000,066 2.00 0.15 33,000,066 80,545,259 2.15 $ 0.18 80,545,259 |
SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE | The following table summarizes information about warrants outstanding and exercisable at March 31, 2022: 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 42,737,500 1.00 $ 0.20 4,237,500 0.13 4,807,693 5.00 0.13 4,807,693 0.15 33,000,066 2.00 0.15 33,000,066 80,545,259 2.15 $ 0.18 80,545,259 |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
Mar. 31, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Aug. 31, 2021 | Jun. 30, 2021 | May 31, 2021 | Mar. 31, 2021 | Jul. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Oct. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2020 | |
Number of shares issued and sold | 300,000 | |||||||||||||||
Conversion of debt, shares | 3,041,958 | |||||||||||||||
Debt instrument, convertible, conversion price | $ 0.10 | $ 0.07 | $ 0.10 | $ 0.07 | ||||||||||||
Warrants to purchase common stock | 80,545,259 | 80,545,259 | ||||||||||||||
Stock issued during period | $ 51,805 | |||||||||||||||
Warrants issuance cost | $ 2,900,000 | $ 2,023,552 | ||||||||||||||
Common stock, par value | $ 0.01 | 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Proceeds from Issuance of Common Stock | $ 51,805 | |||||||||||||||
Convertible Debt | $ 1,000,000 | 1,000,000 | ||||||||||||||
Proceeds from Convertible Debt | 1,613,200 | |||||||||||||||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Retained Earnings (Accumulated Deficit) | $ 35,870,831 | $ 31,021,050 | $ 35,870,831 | $ 31,021,050 | ||||||||||||
Working capital deficit. | 16,700,000 | 16,700,000 | ||||||||||||||
Business Combination, Contingent Consideration, Liability | $ 2,600,000 | 2,600,000 | ||||||||||||||
Net Cash Provided by (Used in) Operating Activities | $ 962,668 | $ 1,251,500 | ||||||||||||||
Investor [Member] | ||||||||||||||||
Number of shares issued | 33,000,000 | |||||||||||||||
Warrants to purchase common stock | 333,334 | |||||||||||||||
Warrant exercise price per share | $ 0.15 | $ 0.15 | $ 0.15 | |||||||||||||
Debt Instrument, Maturity Date, Description | the Company and all except one of the Investors agreed to extend the maturity date of the Notes from March 31, 2022, to March 31, 2023 | |||||||||||||||
Investor [Member] | ||||||||||||||||
Debt Instrument, Maturity Date | Mar. 31, 2022 | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Warrants to purchase common stock | 100,000 | 100,000 | 100,000 | |||||||||||||
Warrant exercise price per share | $ 0.15 | $ 0.15 | ||||||||||||||
Oncotelic Warrant [Member] | ||||||||||||||||
Number of shares issued | 33,000,000 | |||||||||||||||
Warrants to purchase common stock | 50,000 | 20,000,000 | ||||||||||||||
Oncotelic Warrant [Member] | Investor [Member] | ||||||||||||||||
Warrants to purchase common stock | 200,000 | |||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||
Debt instrument, convertible, conversion price | $ 0.18 | $ 0.18 | $ 0.18 | |||||||||||||
One Convertible Promissory Note [Member] | Maximum [Member] | ||||||||||||||||
Conversion of debt, shares | 138,889 | 138,889 | ||||||||||||||
Edgepoint Common Stock [Member] | Warrant [Member] | ||||||||||||||||
Warrants to purchase common stock | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | |||||||||||
Warrant exercise price per share | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | |||||||||||
Edgepoint Common Stock [Member] | Oncotelic Warrant [Member] | ||||||||||||||||
Warrants to purchase common stock | 50,000 | 50,000 | 50,000 | 50,000 | ||||||||||||
Warrant exercise price per share | $ 0.20 | $ 0.20 | $ 0.20 | |||||||||||||
Warrants and Rights Outstanding | $ 10,000 | |||||||||||||||
Edgepoint Common Stock [Member] | Convertible Promissory Note [Member] | ||||||||||||||||
Debt instrument, convertible, conversion price | $ 1 | $ 1 | 1 | |||||||||||||
Edgepoint Common Stock [Member] | Convertible Promissory Note [Member] | Maximum [Member] | ||||||||||||||||
Conversion of debt, shares | 25,000 | 25,000 | ||||||||||||||
Edgepoint Common Stock [Member] | One Convertible Promissory Note [Member] | ||||||||||||||||
Debt instrument, convertible, conversion price | $ 0.18 | $ 0.18 | ||||||||||||||
Edgepoint Common Stock [Member] | One Convertible Promissory Note [Member] | Maximum [Member] | ||||||||||||||||
Conversion of debt, shares | 138,889 | |||||||||||||||
Golden Mountain Partners LLC [Member] | October 2021 and March 2022 [Member] | ||||||||||||||||
Proceed from joint venture | $ 1,000,000 | |||||||||||||||
Edgepoint AI, Inc [Member] | ||||||||||||||||
Stock issued during period | $ 50,000 | |||||||||||||||
JH Darbie & Co Inc [Member] | Oncotelic Warrant [Member] | ||||||||||||||||
Warrants to purchase common stock | 2,000,000 | |||||||||||||||
Supplemental Agreement [Member] | Golden Mountain Partners LLC [Member] | ||||||||||||||||
Payment for services | 1,200,000 | |||||||||||||||
Debt financing | $ 2,000,000 | |||||||||||||||
secured debt | $ 1,500,000 | |||||||||||||||
Subscription Agreements [Member] | ||||||||||||||||
Convertible Debt | $ 2,433,673 | 1,606,384 | $ 2,433,673 | 1,606,384 | ||||||||||||
Subscription Agreements [Member] | Edgepoint AI, Inc [Member] | ||||||||||||||||
Number of shares issued and sold | 100 | 100 | ||||||||||||||
Number of shares issued | 25,000 | 25,000 | 25,000 | |||||||||||||
Stock value, price per share | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | |||||||||||
Equity Purchase Agreement [Member] | ||||||||||||||||
Stock issued during period | $ 3,700,000 | |||||||||||||||
Proceeds from Issuance of Common Stock | 400,000 | |||||||||||||||
Equity Purchase Agreement [Member] | Peak One Opportunity Fund, L.P [Member] | ||||||||||||||||
Stock issued during period | $ 10,000,000 | |||||||||||||||
Common stock, par value | $ 0.01 | |||||||||||||||
Note Purchase Agreements [Member] | Autotelic Inc [Member] | ||||||||||||||||
Debt instrument, convertible, conversion price | $ 0.18 | |||||||||||||||
Common stock, par value | $ 0.01 | |||||||||||||||
Debt Instrument, Face Amount | $ 698,500 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||||||
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 | |||||||||||||||
Unsecured Convertible Note Purchase Agreement [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | $ 1,500,000 | ||||||||||||||
Unsecured Covertible Note Purchase Agreement [Member] | ||||||||||||||||
Convertible Debt | $ 500,000 | |||||||||||||||
Securities Purchase Agreements [Member] | ||||||||||||||||
Debt Instrument, Face Amount | 250,000 | $ 250,000 | $ 250,000 | |||||||||||||
Proceeds from Convertible Debt | $ 1,250,000 | $ 1,250,000 | ||||||||||||||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||
Securities Purchase Agreements [Member] | JH Darbie & Co Inc [Member] | ||||||||||||||||
Proceeds from Convertible Debt | $ 1,250,000 |
SUMMARY OF CHANGES IN FAIR VALU
SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accounting Policies [Abstract] | ||
Balance at January 1, 2021 and 2020 | $ 340,290 | $ 777,024 |
New derivative liability | ||
Reclassification to additional paid in capital from conversion of debt to common stock | (144,585) | |
Change in fair value | 190,841 | 536,345 |
Balance at March 31, 2021 and 2020 | $ 531,131 | $ 1,168,784 |
SUMMARY OF ESTIMATE FAIR VALUE
SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative Liability, Measurement Input | 0.17 | 0.07 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative Liability, Measurement Input | 0.52 | 0.12 |
Measurement Input, Share Price [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative Liability, Measurement Input | 0.36 | |
Measurement Input, Share Price [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative Liability, Measurement Input | 0.22 | |
Measurement Input, Share Price [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative Liability, Measurement Input | 0.36 | |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input term | 9 months 21 days | 1 year 21 days |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input term | 1 year 1 month 6 days | 1 year 4 months 6 days |
Measurement Input, Price Volatility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative Liability, Measurement Input | 148.79 | |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative Liability, Measurement Input | 94.4 | |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative Liability, Measurement Input | 148.8 | |
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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 165,205,554 | 60,067,702 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 68,070,034 | 35,388,901 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 16,590,261 | 3,941,301 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 80,545,259 | 20,737,500 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Impairment losses on long-lived assets | $ 0 | $ 0 |
Impairment of Intangible Assets (Excluding Goodwill) | 0 | 0 |
Impairment losses on goodwill | $ 0 | $ 0 |
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 29.00% | 29.00% |
Assets | $ 23,131,551 | $ 23,613,351 |
Consolidated Entity, Excluding Consolidated VIE [Member] | ||
Assets | 100,000 | $ 100,000 |
PointR [Member] | ||
Number of shares issuable | 2,625,000 | |
Fair Value, Inputs, Level 3 [Member] | PointR [Member] | ||
Number of shares issuable | $ 2,625,000 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross | $ 1,010,180 | $ 1,010,180 |
Less Accumulated Amortization | (201,180) | (188,339) |
Intangible asset, net | 809,000 | 821,841 |
Research and Development Expense [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross | 1,377,200 | 1,377,200 |
Less Accumulated Amortization | (275,440) | (275,440) |
Intangible asset, net | 1,101,760 | 1,101,760 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross | $ 819,191 | $ 819,191 |
Finite-Lived Intangible Asset, Useful Life | 16 years 9 months | 17 years |
Intellectual Property [Member] | Research and Development Expense [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross | $ 1,377,200 | $ 1,377,200 |
License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross | $ 190,989 | $ 190,989 |
Finite-Lived Intangible Asset, Useful Life | 16 years 9 months | 17 years |
SCHEDULE OF AMORTIZATION OF EXP
SCHEDULE OF AMORTIZATION OF EXPENSE FOR INTANGIBLE ASSETS (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 38,524 | |
2023 | 51,365 | |
2024 | 51,365 | |
2025 | 51,365 | |
2026 | 51,365 | |
Thereafter | 577,857 | |
Intangible asset, net | $ 809,000 | $ 821,841 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2018 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||||
Goodwill | $ 21,062,455 | $ 21,062,455 | ||
Amortization of identifiable intangible assets | 12,841 | $ 12,841 | ||
Intangible asset, net | 809,000 | 821,841 | ||
Research and Development Expense [Member] | ||||
Goodwill [Line Items] | ||||
Intangible asset, net | 1,101,760 | 1,101,760 | ||
Merger Agreement [Member] | PointR [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | $ 16,182,456 | |||
Merger Agreement [Member] | Oncotelic [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | $ 4,879,999 | |||
Assignment And Assumption Agreement [Member] | Autotelic Inc [Member] | ||||
Goodwill [Line Items] | ||||
Number of shares issued | 204,798 | |||
Number of shares issued, value | $ 819,191 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,946,179 | $ 1,927,749 |
Accrued expense | 1,578,923 | 1,164,974 |
Accounts payable and accrued liabilities | 3,525,102 | 3,092,723 |
Accounts payable – related party | $ 358,074 | $ 403,423 |
SCHEDULE OF CONVERTIBLE NOTES,
SCHEDULE OF CONVERTIBLE NOTES, NET OF DISCOUNT (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Other debt | $ 294,647 | |
Accrued Interest on Loans | 4,597 | |
Total of debentures, notes and other debt | 9,769,653 | |
Total | 718,498 | $ 714,288 |
Bridge Investor [Member] | ||
Short-Term Debt [Line Items] | ||
Other debt | 245,000 | |
5% Convertible Note Payable - Stephen Boesch [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 120,208 | |
5% Convertible Note Payable Related Party [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 279,358 | |
5% Convertible Note Payable - Sanjay Jha [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 278,878 | |
5% Convertible Note Payable - CEO, CTO and CFO [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 91,382 | |
5% Convertible note payable - Bridge Investors [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 187,222 | |
5% Convertible Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 957,048 | |
5% Convertible Note Autotelic Inc [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 257,158 | |
5% Convertible Note Bridge Investors [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 384,193 | |
5% Convertible Notes Chief Financial Officer [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 77,147 | |
5% Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 718,498 | |
Chief Financial Officer [Member] | ||
Short-Term Debt [Line Items] | ||
Other debt | 25,050 | |
12% Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 386,459 | |
Debt Clinical Trials GMP Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 4,591,973 | |
Autotelic [Member] | ||
Short-Term Debt [Line Items] | ||
Other debt | 20,000 | |
Autotelic Related Party Convertible Note, 5% Coupon August 2022 [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 257,158 | 256,634 |
CFO Related Party Convertible Note, 5% Coupon August 2022 [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 77,147 | 76,531 |
Accredited Investors Convertible Note, 5% Coupon August 2022 [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 384,193 | $ 381,123 |
10% Convertible Note Payable Due April 23, 2022 [Member] | Related Party [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 159,571 | |
10% Convertible Note Payable Due April 23, 2022 [Member] | Bridge Investor [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 34,459 | |
10% Convertible Note Payable Due August 6, 2022 [Member] | Bridge Investor [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 193,325 | |
10% Convertible Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 387,355 | |
16% Convertible Notes [Member] | JH Darbie PPM Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 2,433,673 | |
16% Convertible Notes [Member] | Non-related Parties [Member] | JH Darbie PPM Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 2,312,023 | |
16% Convertible Notes [Member] | Chief Financial Officer [Member] | JH Darbie PPM Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | $ 121,650 |
SCHEDULE OF CONVERTIBLE NOTES (
SCHEDULE OF CONVERTIBLE NOTES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Convertible notes, net | $ 386,459 | $ 76,994 |
Convertible notes, gross | 1,250,000 | 1,250,000 |
Less Debt discount recorded | (1,250,000) | (1,250,000) |
Amortization debt discount | 386,459 | 76,994 |
Mast Hil [Member] | ||
Convertible notes, net | 250,000 | 250,000 |
Talos Victory [Member] | ||
Convertible notes, net | 250,000 | 250,000 |
First Fire Global Opportunities LLC [Member] | ||
Convertible notes, net | 250,000 | 250,000 |
Blue Lake Partners LLC [Member] | ||
Convertible notes, net | 250,000 | 250,000 |
Fourth Man LLC [Member] | ||
Convertible notes, net | $ 250,000 | $ 250,000 |
SCHEDULE OF SHORT-TERM LOANS (D
SCHEDULE OF SHORT-TERM LOANS (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Total | $ 295,053 | $ 359,262 |
Accrued Interest on advances | 5,003 | 9,212 |
Chief Executive Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Total | 20,000 | |
Bridge Investor [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Total | 245,000 | 265,000 |
Chief Financial Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Total | 25,050 | 45,050 |
Autotelic [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Total | $ 20,000 | $ 20,000 |
CONVERTIBLE DEBENTURES, NOTES_3
CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT (Details Narrative) - USD ($) | Dec. 31, 2020 | Aug. 06, 2019 | Jan. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Oct. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2019 | Nov. 30, 2019 | Apr. 30, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Jul. 31, 2020 | Jun. 30, 2020 |
Short-Term Debt [Line Items] | |||||||||||||||||
Convertible promissory note | $ 1,000,000 | ||||||||||||||||
Initial debt discount | 800,140 | ||||||||||||||||
Amortization expense related to debt discount | 22,918 | $ 54,572 | |||||||||||||||
Unamortized debt discount | $ 76,994 | 386,459 | $ 76,994 | ||||||||||||||
Net proceeds from convertible debt | 1,613,200 | ||||||||||||||||
Amortization expenses debt discount | 176,659 | 421,217 | |||||||||||||||
Repayment of debt | 0 | 50,000 | |||||||||||||||
Interest expense | 309,500 | 0 | |||||||||||||||
Accrued interest | 957,048 | 946,424 | |||||||||||||||
Interest payable | 9,212 | 5,003 | 9,212 | ||||||||||||||
Convertible notes payable | $ 714,288 | 718,498 | $ 714,288 | ||||||||||||||
Proceeds from issuance of common stock | $ 51,805 | ||||||||||||||||
Debt conversion price | $ 0.07 | $ 0.10 | $ 0.07 | ||||||||||||||
Accrued intrest | $ 48,000 | 0 | |||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 16.00% | 16.00% | |||||||||||||||
Shares strike price | $ 0.15 | ||||||||||||||||
Initial debt discount | $ 1,250,000 | $ 1,250,000 | $ 1,250,000 | ||||||||||||||
Golden Mountain Partners LLC [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Interest payable | 4,069,781 | 4,569,781 | 4,069,781 | ||||||||||||||
Autotelic [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Due to related party | 20,000 | 20,000 | |||||||||||||||
Repayment of related party short term debt | 20,000 | 20,000 | |||||||||||||||
Debt Financing [Member] | Golden Mountain Partners LLC [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Proceeds from lines of credit | 500,000 | ||||||||||||||||
Note Purchase Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Convertible notes payable | $ 698,500 | ||||||||||||||||
Proceeds from issuance of common stock | $ 690,825 | ||||||||||||||||
Debt Instrument, Description | The convertible notes carry a five (5%) percent coupon and mature one year from issuance. The majority of the August 2021 investors have the right, but not the obligation, not more than five days following the maturity date, to convert all, but not less than all, the outstanding and unpaid principal plus accrued interest into the Company’s common stock, at a conversion price of $0.18. | ||||||||||||||||
Debt conversion price | $ 0.18 | ||||||||||||||||
Proceeds from issuance of debt | 5,700 | 0 | |||||||||||||||
Accrued intrest | 20,000 | 14,260 | |||||||||||||||
Fall 2019 Debt Financing [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Proceeds from convertible debt gross | $ 500,000 | ||||||||||||||||
Debt financing | $ 1,000,000 | ||||||||||||||||
Fall 2019 Notes [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt financing | 850,000 | 850,000 | 850,000 | ||||||||||||||
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 had 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 expenses debt discount | 0 | 0 | |||||||||||||||
Interest rate | 5.00% | ||||||||||||||||
Interest expense | 10,625 | $ 11,460 | |||||||||||||||
GMP Note [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt financing | $ 2,000,000 | ||||||||||||||||
Interest rate | 2.00% | ||||||||||||||||
GMP Note Two [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt financing | $ 1,500,000 | ||||||||||||||||
Interest rate | 2.00% | ||||||||||||||||
First Tranche [Member] | Debt Financing [Member] | Golden Mountain Partners LLC [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Line of credit facility periodic payment | $ 500,000 | ||||||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt conversion price | $ 0.18 | $ 0.18 | |||||||||||||||
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] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Amortization expenses debt discount | 300,000 | ||||||||||||||||
Initial debt discount | 400,000 | ||||||||||||||||
Convertible Debt [Member] | Bridge Investor [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Beneficial conversion feature, total | $ 28,445 | ||||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Unamortized debt discount | 4,400 | 1,100 | 4,400 | ||||||||||||||
Net proceeds from convertible debt | 3,300 | $ 4,100 | |||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Principal amount | 400,000 | ||||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Peak One and TFK Financing [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Derivative liability | 531,000 | ||||||||||||||||
Change in fair value of derivative | 191,000 | ||||||||||||||||
Vyoung Trieu [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Number of shares of common stock | 5 | ||||||||||||||||
Repayment of related party short term debt | $ 50,000 | ||||||||||||||||
Vyoung Trieu [Member] | Convertible Debt [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Unamortized debt discount | 19,000 | 16,444 | 4,900 | 19,000 | |||||||||||||
Principal amount | $ 164,444 | ||||||||||||||||
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. 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 | ||||||||||||||||
Amortization expenses debt discount | 14,620 | 18,058 | |||||||||||||||
Vyoung Trieu [Member] | Convertible Debt [Member] | Bridge Investor [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
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. | ||||||||||||||||
Vyoung Trieu [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Principal amount | $ 164,444 | ||||||||||||||||
Dr. Vuong Trieu [Member] | Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Principal amount | $ 250,000 | ||||||||||||||||
Proceeds from convertible debt gross | 500,000 | ||||||||||||||||
Due to related party | 35,000 | ||||||||||||||||
Dr Sanjay Jha [Member] | Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Principal amount | 250,000 | ||||||||||||||||
Chulho Park [Member] | Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Due to related party | 27,000 | ||||||||||||||||
Amit Shah [Member] | Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Due to related party | 20,000 | ||||||||||||||||
Two Un Affiliated Accredited Investors [Member] | Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Principal amount | $ 168 | ||||||||||||||||
Third Party [Member] | GMP Note [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt financing | $ 2,000,000 | $ 2,000,000 | |||||||||||||||
Five Institutional Investors [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Principal amount | $ 1,250,000 | $ 1,250,000 | $ 1,250,000 | ||||||||||||||
Interest rate | 12.00% | 12.00% | 12.00% | ||||||||||||||
Debt conversion price | $ 0.07 | ||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 16.00% | ||||||||||||||||
Warrants convertible into common stock | 9,615,385 | 9,615,385 | 9,615,385 | ||||||||||||||
Shares strike price | $ 0.13 | $ 0.13 | $ 0.13 | ||||||||||||||
Placement Agent [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt conversion price | $ 0.18 | ||||||||||||||||
Placement Agent [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Share based compensation, granted | 961,540 | 961,540 | |||||||||||||||
Five Investors [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Number of shares of common stock | 3,041,958 | ||||||||||||||||
Number of exchange shares of warrants | 5,769,231 | ||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Principal amount | $ 20,000 | $ 0 | $ 20,000 | ||||||||||||||
Due to related party | $ 70,000 | 120,000 | 250,000 | 120,000 | 70,000 | ||||||||||||
Repayment of debt | 20,000 | ||||||||||||||||
Repayment of related party short term debt | $ 50,000 | ||||||||||||||||
CFO [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Repayment of related party short term debt | 45,000 | ||||||||||||||||
Repayment of short term debt | 20,000 | $ 25,000 | |||||||||||||||
Outstanding of short term debt | 25,000 | 45,000 | |||||||||||||||
Peak One and TFK Financing [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Amortization expense related to debt discount | 24,491 | ||||||||||||||||
Additional amortization | 0 | ||||||||||||||||
Unamortized debt discount | 35,564 | $ 12,646 | 35,564 | ||||||||||||||
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 fiscal 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 | ||||||||||||||||
Debt discounts | 258,000 | ||||||||||||||||
Debt interest expense | 612,000 | ||||||||||||||||
Share-Based Payment Arrangement, Tranche One [Member] | Bridge Investor [Member] | Convertible Debt [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Amortization expense related to debt discount | 5,000 | $ 4,900 | |||||||||||||||
Unamortized debt discount | $ 12,000 | $ 3,556 | $ 6,700 | $ 12,000 | |||||||||||||
Debt instrument, conversion description | (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. | ||||||||||||||||
Principal amount | $ 35,556 | ||||||||||||||||
Net proceeds from convertible debt | $ 32,000 | ||||||||||||||||
Maturity date | Apr. 23, 2022 | ||||||||||||||||
Share-Based Payment Arrangement, Tranche Two [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Beneficial conversion feature, total | $ 175,000 | ||||||||||||||||
Share-Based Payment Arrangement, Tranche Two [Member] | Bridge Investor [Member] | Convertible Debt [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Unamortized debt discount | $ 20,000 | ||||||||||||||||
Debt instrument, conversion description | 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. | ||||||||||||||||
Principal amount | $ 200,000 | ||||||||||||||||
Net proceeds from convertible debt | $ 175,000 | ||||||||||||||||
Maturity date | Aug. 6, 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. | ||||||||||||||||
Debt issuance cost | $ 5,000 | ||||||||||||||||
Share-Based Payment Arrangement, Tranche Two [Member] | Bridge Investor [Member] | Convertible Debt [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] | Maximum [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Percentage of redemption of convertible note | 140.00% |
JOINT VENTURE WITH GMP AFFILI_2
JOINT VENTURE WITH GMP AFFILIATES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Aug. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Conversion description | The JVA permits GMP to seek conversion of certain convertible promissory notes entered into between the Company and GMP (see reference to Purchase Agreements and Notes below) into shares of the Common Stock of the Company within 15 business days of the execution of the JVA at a price of $0.2242 per Common Share, the closing price of the Common Share as traded on the OTCQB the day prior to the execution of the JVA, or the closing price of the Common Stock prior to the date of conversion if not within 15 business days of the JVA. Upon the execution of the JVA, Dragon will pay for and hold 55 shares of GMP Bio and the Company will pay for and hold 45 shares of GMP Bio, both to be acquired at $1.00 per share of GMP Bio. Such shares of GMP Bio were issued shortly after the date of the JVA | |
Right obligations JVA | $ 11,320,237 | |
License agreement description | The Parties also agreed that if a Rare Pediatric Disease (“RPD”) Priority Review Voucher, upon clinical approval of OT-101 Technologies for treatment of diffuse intrinsic pontine glioma (the “DIPG Voucher”), is issued to GMP Bio and GMP Bio, or a subsidiary thereof, sells the DIPG Voucher to a non-GMP subsidiary, then the Company shall be eligible to receive up to 50% of the net sales proceeds or $50 million, whichever is less. Dragon shall fund the JVA, for a total of $27,671,691, based on the conditions contained in the JVA, and the Company will input the licenses under the Agreements into the JV. The Company is obligated to (i) (A) rectify the chain of legal title such that the Company is the sole legal owner of such rights, (B) complete registration as the sole owner of all the Company’s Patent Rights and (C) provide evidence of such registration that is satisfactory to Dragon; (ii) provide Dragon with copies of official documents issued by the relevant patent offices in the relevant countries evidencing the Company’s legal ownership of all the Company’s Patents Rights; and (iii) reflect the Company’s legal ownership of all the Company’s Patent Rights in the relevant online registers of the relevant patent offices in the relevant countries. The JVA intends to raise funding for the JVA through a Series A round of financing of not less than $20 million | |
Funding obligation | $ 250,000 | |
R And D Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Right obligations JVA | $ 22,640,474 |
SCHEDULE OF FUNDS RECEIVED UNDE
SCHEDULE OF FUNDS RECEIVED UNDER THE SUBSCRIPTION AGREEMENT (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total convertible promissory notes | $ 1,000,000 | |
Subscription Agreements [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total convertible promissory notes | 2,433,673 | $ 1,606,384 |
Subscription Agreements [Member] | Accredited Investors [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total convertible promissory notes | 2,312,023 | 1,520,720 |
Subscription Agreements [Member] | Related Party [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total convertible promissory notes | $ 121,650 | $ 85,664 |
SCHEDULE OF FAIR VALUE WARRANTS
SCHEDULE OF FAIR VALUE WARRANTS ESTIMATED USING BLACK SCHOLES VALUATION MODEL (Details) | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected Term | 2 years 1 month 24 days | ||
Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected Term | 1 year | 1 year 6 months | 1 year 6 months |
Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of warrant measurement percentage | 115.1 | ||
Measurement Input, Price Volatility [Member] | Minimum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of warrant measurement percentage | 152.3 | 168.5 | |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of warrant measurement percentage | 164.8 | 191.9 | |
Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of warrant measurement percentage | 1.36 | ||
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of warrant measurement percentage | 0.09 | 0.12 | |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of warrant measurement percentage | 0.11 | 0.15 | |
Measurement Input, Expected Dividend Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of warrant measurement percentage | 0 | 0 | 0 |
PRIVATE PLACEMENT AND JH DARB_3
PRIVATE PLACEMENT AND JH DARBIE FINANCING (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 21 Months Ended | ||||||
Mar. 31, 2022USD ($)$ / sharesshares | Feb. 28, 2022$ / sharesshares | Jan. 31, 2022shares | Mar. 31, 2021USD ($)$ / sharesshares | Jul. 31, 2020$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | |
Number of shares issued and sold | shares | 300,000 | |||||||||
Conversion of debt, shares | shares | 3,041,958 | |||||||||
Conversion of debt, price per share | $ / shares | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.07 | ||||||
Number of warrants for each warrant purchased | shares | 80,545,259 | 80,545,259 | 80,545,259 | |||||||
Expected Term | 2 years 1 month 24 days | 2 years 1 month 24 days | 2 years 1 month 24 days | |||||||
Additional Paid in Capital | $ | $ 38,444,903 | $ 38,444,903 | $ 38,444,903 | $ 35,223,842 | ||||||
Strike price | $ / shares | $ 0.15 | $ 0.15 | $ 0.15 | |||||||
Debt Instrument, Unamortized Discount | $ | $ 386,459 | $ 386,459 | $ 386,459 | $ 76,994 | ||||||
Amortization of debt discount and debt issuance costs | $ | 22,918 | $ 54,572 | ||||||||
Interest Expense [Member] | ||||||||||
Amortization of debt discount and debt issuance costs | $ | $ 30,775 | $ 373,949 | ||||||||
Convertible Debt Instrument [Member] | ||||||||||
Debt Instrument, Unamortized Discount | $ | $ 700,000 | |||||||||
Measurement Input, Expected Term [Member] | ||||||||||
Expected Term | 1 year | 1 year 6 months | 1 year | 1 year 6 months | 1 year 6 months | 1 year | ||||
Measurement Input, Price Volatility [Member] | ||||||||||
Fair value of warrant measurement percentage | 115.1 | 115.1 | 115.1 | |||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Fair value of warrant measurement percentage | 1.36 | 1.36 | 1.36 | |||||||
Measurement Input, Expected Dividend Rate [Member] | ||||||||||
Fair value of warrant measurement percentage | 0 | 0 | 0 | 0 | 0 | 0 | ||||
IPO [Member] | ||||||||||
Debt Issuance Costs, Net | $ | $ 640,000 | $ 640,000 | $ 640,000 | |||||||
Legal Fees | $ | $ 39,000 | |||||||||
Private Placement [Member] | ||||||||||
Warrant exercise price per share | $ / shares | $ 0.20 | |||||||||
Offering [Member] | ||||||||||
Warrant exercise price per share | $ / shares | $ 0.20 | |||||||||
Fair value warrants | $ | $ 400,000 | |||||||||
Share issued price per share | $ / shares | $ 1 | |||||||||
Warrant [Member] | ||||||||||
Number of warrants for each warrant purchased | shares | 100,000 | 100,000 | 100,000 | |||||||
Warrant exercise price per share | $ / shares | $ 0.15 | $ 0.15 | $ 0.15 | |||||||
Maximum [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Fair value of warrant measurement percentage | 164.8 | 164.8 | 191.9 | |||||||
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Fair value of warrant measurement percentage | 0.11 | 0.11 | 0.15 | |||||||
Maximum [Member] | Private Placement [Member] | ||||||||||
Warrant shares | shares | 3,465,000 | |||||||||
Minimum [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Fair value of warrant measurement percentage | 152.3 | 152.3 | 168.5 | |||||||
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Fair value of warrant measurement percentage | 0.09 | 0.09 | 0.12 | |||||||
Edgepoint Common Stock [Member] | Warrant [Member] | ||||||||||
Number of warrants for each warrant purchased | shares | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | ||||
Warrant exercise price per share | $ / shares | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | ||||
Mateon Common Stock [Member] | Warrant [Member] | ||||||||||
Warrant exercise price per share | $ / shares | $ 0.20 | $ 0.20 | $ 0.20 | |||||||
Expected Term | 3 years | 3 years | 3 years | |||||||
One Convertible Promissory Note [Member] | Maximum [Member] | ||||||||||
Conversion of debt, shares | shares | 138,889 | 138,889 | ||||||||
One Convertible Promissory Note [Member] | Edgepoint Common Stock [Member] | ||||||||||
Conversion of debt, price per share | $ / shares | $ 0.18 | $ 0.18 | $ 0.18 | |||||||
One Convertible Promissory Note [Member] | Edgepoint Common Stock [Member] | Maximum [Member] | ||||||||||
Conversion of debt, shares | shares | 138,889 | |||||||||
Edgepoint AI, Inc [Member] | Warrant [Member] | Private Placement [Member] | ||||||||||
Strike price | $ / shares | $ 1 | $ 1 | ||||||||
JH Darbie & Co Inc [Member] | Warrant [Member] | Private Placement [Member] | ||||||||||
Number of warrants for each warrant purchased | shares | 2,035,000 | 2,035,000 | ||||||||
Warrant exercise price per share | $ / shares | $ 0.20 | $ 0.20 | ||||||||
Additional Paid in Capital | $ | $ 700,000 | $ 700,000 | ||||||||
Strike price | $ / shares | $ 0.20 | $ 0.20 | ||||||||
Stock expiration | 3 years | |||||||||
Placement Agent [Member] | ||||||||||
Number of shares issued and sold | shares | 10 | |||||||||
Conversion of debt, price per share | $ / shares | 0.18 | $ 0.18 | 0.18 | |||||||
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 | $ / shares | 1 | $ 1 | 1 | |||||||
Investor [Member] | ||||||||||
Common shares issued for cash, shares | shares | 33,000,000 | |||||||||
Number of warrants for each warrant purchased | shares | 333,334 | |||||||||
Warrant exercise price per share | $ / shares | 0.15 | $ 0.15 | $ 0.15 | 0.15 | ||||||
Warrant shares | shares | 33,000,066 | |||||||||
Subscription Agreements [Member] | Edgepoint AI, Inc [Member] | ||||||||||
Number of shares issued and sold | shares | 100 | 100 | ||||||||
Common shares issued for cash, shares | shares | 25,000 | 25,000 | 25,000 | |||||||
Stock value, price per share | $ / shares | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | ||||
Subscription Agreements [Member] | Accredited Investors [Member] | ||||||||||
Number of shares issued and sold | shares | 100 | |||||||||
Gross proceeds from private placement | $ | $ 5,000,000 | |||||||||
Non-controlling interests | $ | $ 1,800,000 |
SCHEDULE OF RELATED PARTY LICEN
SCHEDULE OF RELATED PARTY LICENSE AGREEMENT (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Tranche One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Transaction value | $ 1,000,000 |
Related party transaction 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 |
Related party transaction 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 |
Related party transaction 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 |
Related party transaction 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 |
Related party transaction 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 |
Related party transaction 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 |
Related party transaction 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 |
Related party transaction 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 |
Related party transaction 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 $50.0 millio |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Mar. 09, 2020 | Apr. 30, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2015 |
Agreement related expenses | $ 0 | $ 0 | |||||
Net sales percent | 15.00% | ||||||
Amortization debt discount | $ 386,459 | $ 76,994 | |||||
Net proceeds from convertible debt | 1,613,200 | ||||||
Debt conversion amount | 210,301 | ||||||
Payments of related party debt | 500,000 | ||||||
Short term advances | 295,053 | 359,262 | |||||
Shares issued during the period for private placement | 51,805 | ||||||
Vyoung Trieu [Member] | |||||||
Payments of related party debt | $ 70,000 | ||||||
Payments of related party debt | $ 50,000 | ||||||
Short term advances | 20,000 | ||||||
Common shares issued for cash, shares | 5 | ||||||
Shares issued during the period for private placement | $ 250,000 | ||||||
Vyoung Trieu [Member] | Fall 2019 Note [Member] | |||||||
Principal amount | $ 250,000 | ||||||
Debt conversion amount | 35,000 | ||||||
Vyoung Trieu [Member] | Convertible Debt [Member] | |||||||
Principal amount | 164,444 | ||||||
Amortization debt discount | 16,444 | 4,900 | 19,000 | ||||
Net proceeds from convertible debt | $ 148,000 | ||||||
Autotelic Inc [Member] | |||||||
Short term advances | 120,000 | ||||||
Autotelic Inc [Member] | August Two Thousand And Twenty One Note [Member] | |||||||
Debt conversion amount | 250,000 | ||||||
Proceeds from of short term debt | 270,000 | ||||||
Repayment of short term debt | 20,000 | ||||||
Master Service Agreement [Member] | Autotelic Inc [Member] | |||||||
Agreement related expenses | 66,000 | ||||||
Due to Related Parties | $ 77,000 | ||||||
Master Service Agreement [Member] | Autotelic Inc [Member] | Vyoung Trieu [Member] | Maximum [Member] | |||||||
Equity ownership percentage | 10.00% | ||||||
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 | $ 75,000 | $ 45,000 | |||||
Number of restricted shares | 400,000 | ||||||
Debt description | The Company will also pay Dr. Maida $15,000 per month for a minimum of 20 hours per week, in in addition to reimbursement of reasonable and necessary expenses incurred by Dr. Maida in connection with his services to the Company |
EQUITY PURCHASE AGREEMENT AND_2
EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT (Details Narrative) - USD ($) | May 03, 2021 | Mar. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Common shares issued for cash | $ 51,805 | |||
Stock compensation expense | 297,000 | |||
Sale of Stock, Number of Shares Issued in Transaction | 300,000 | |||
Proceeds from Issuance of Common Stock | $ 51,805 | |||
Equity Purchase Agreement and Registration Rights Agreement [Member] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 300,000 | |||
Sale of Stock, Price Per Share | $ 0.21 | $ 0.21 | ||
Proceeds from Issuance of Common Stock | $ 65,500 | |||
Net of issuance cost | $ 51,800 | |||
Equity Purchase Agreement and Registration Rights Agreement [Member] | Peak One Opportunity Fund, L.P [Member] | ||||
Common shares issued for cash, shares | 250,000 | 250,000 | ||
Common shares issued for cash | $ 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 | |||
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 ($) $ in Thousands | 1 Months Ended | |||
Mar. 31, 2022 | Jan. 31, 2022 | Mar. 31, 2021 | Jan. 31, 2021 | |
Class of Stock [Line Items] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 300,000 | |||
Proceeds on sale of stock | $ 52 | |||
Conversion of shares | 3,041,958 | |||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Number of shares of common stock | 278,187,847 | |||
Number of conversion of shares of common stock | 278,188 | |||
TFK Investments LLC [Member] | ||||
Class of Stock [Line Items] | ||||
Conversion of shares | 657,200 | |||
Five Investors [Member] | ||||
Class of Stock [Line Items] | ||||
Number of shares of common stock | 3,041,958 | |||
Number of exchange of warrants shares | 5,769,231 |
SCHEDULE OF OPTIONS TO PURCHASE
SCHEDULE OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING AND EXERCISABLE (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding, beginning balance | 16,592,620 |
Weighted average exercise price outstanding, beginning balance | $ / shares | $ 0.30 |
Options outstanding, expired or cancelled | (2,359) |
Weighted average exercise price outstanding,expired or cancelled | $ / shares | $ 11.88 |
Options outstanding, ending balance | 16,590,261 |
Weighted average exercise price outstanding,ending balance | $ / shares | $ 0.30 |
Number of outstanding options | 16,590,261 |
Weighted average remaining life In years | 7 years 11 months 19 days |
Weighted-average exercise price | $ / shares | $ 0.30 |
Number exercisable | 13,147,761 |
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 5 months 4 days |
Weighted-average exercise price | $ / shares | $ 0.14 |
Number exercisable | 3,707,500 |
Exercise Price 2 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 0.16 |
Number of outstanding options | 5,502,761 |
Weighted average remaining life In years | 9 years 3 months 7 days |
Weighted-average exercise price | $ / shares | $ 0.16 |
Number exercisable | 5,502,761 |
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 1 month 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 | 3 years 4 months 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 14 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 | 1 year 3 months |
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 1 month 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 | $ 15 |
Number of outstanding options | 75,000 |
Weighted average remaining life In years | 3 years 1 month 28 days |
Weighted-average exercise price | $ / shares | $ 15 |
Number exercisable | 75,000 |
SCHEDULE OF BLACK SCHOLES VALUA
SCHEDULE OF BLACK SCHOLES VALUATION ALLOWANCE MODEL OF WARRANTS (Details) - Warrant [Member] - JH Darbie Financing [Member] | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 1 year |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsStrikePrice] | 15.00% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 115.10% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.36% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Jul. 31, 2020 | |
Number of Stock Options Outstanding, beginning balance | 53,314,424 | ||
Weighted-Average Exercise Price, Outstanding, beginning balance | $ 0.20 | ||
Number of Stock Options, Issued | 33,000,066 | ||
Number of Stock Options, Expired or cancelled | (5,769,231) | ||
Weighted-Average Exercise Price, Expired or cancelled | $ 0.13 | ||
Number of Stock Options Outstanding, ending balance | 80,545,259 | ||
Weighted-Average Exercise Price, Outstanding, ending balance | $ 0.18 | ||
Warrants Outstanding, Number of Warrants | 80,545,259 | ||
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years 1 month 24 days | ||
Warrants Weighted- Average Exercise Price | $ 0.18 | ||
Warrants Exercisable, Exercisable Number of Warrants | 80,545,259 | ||
Warrant [Member] | |||
Warrants Outstanding, Exercise Price | $ 0.15 | ||
Warrants Exercisable, Exercisable Number of Warrants | 100,000 | 100,000 | |
Exercise Price 1 [Member] | Warrant [Member] | |||
Warrants Outstanding, Exercise Price | $ 0.20 | ||
Warrants Outstanding, Number of Warrants | 42,737,500 | ||
Warrants Weighted- Average Exercise Price | $ 0.20 | ||
Warrants Exercisable, Exercisable Number of Warrants | 4,237,500 | ||
Exercise Price 2 [Member] | Warrant [Member] | |||
Warrants Outstanding, Exercise Price | $ 0.13 | ||
Warrants Outstanding, Number of Warrants | 4,807,693 | ||
Warrants Exercisable, Weighted Average Remaining Life In Years | 5 years | ||
Warrants Weighted- Average Exercise Price | $ 0.13 | ||
Warrants Exercisable, Exercisable Number of Warrants | 4,807,693 | ||
Exercise Price 3 [Member] | Warrant [Member] | |||
Warrants Outstanding, Exercise Price | $ 0.15 | ||
Warrants Outstanding, Number of Warrants | 33,000,066 | ||
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years | ||
Warrants Weighted- Average Exercise Price | $ 0.15 | ||
Warrants Exercisable, Exercisable Number of Warrants | 33,000,066 | ||
Minimum [Member] | |||
Weighted-Average Exercise Price, Issued | $ 0.15 | ||
Minimum [Member] | Exercise Price 1 [Member] | Warrant [Member] | |||
Warrants Exercisable, Weighted Average Remaining Life In Years | 1 year | ||
Maximum [Member] | |||
Weighted-Average Exercise Price, Issued | $ 0.20 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2022 | Jan. 31, 2022 | Mar. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 1,000,000 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.23 | ||
Stock compensation expense | $ 297,000 | ||
Warrant [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.15 | ||
[custom:FairValueOfWarrant] | $ 2,900,000 | ||
Investor [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Debt Instrument, Maturity Date, Description | the Company and all except one of the Investors agreed to extend the maturity date of the Notes from March 31, 2022, to March 31, 2023 | ||
Number of shares of common stock | 33,000,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.15 | $ 0.15 | |
Five Investors [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Number of shares of common stock | 3,041,958 | ||
Number of exchange of warrants shares | 5,769,231 | ||
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 | ||
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 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Net operating loss expiration year | Portions of these carryforwards will expire through 2038 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 236.1 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 76.3 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Contingent consideration liability | $ 2,600,000 |
PointR [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Contingent consideration | 2,625,000 |
Merger Agreement [Member] | Point R Merger [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Acquire Businesses gross | 17,831,427 |
Contingent consideration liability | 2,625,000 |
Contingent consideration | $ 15,000,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | May 13, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||
Debt Instrument, Interest Rate, Effective Percentage | 16.00% | ||
Debt instrument, convertible, conversion price | $ 0.10 | $ 0.07 | |
Share Price | $ 0.15 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Number of common stock to be issued to debt holders | 1,403,326 | ||
Number of warrants to be issued to debt holders | 1,923,077 | ||
Securities Purchase Agreement [Member] | Accredited Investor [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Face Amount | $ 250,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||
Debt Instrument, Interest Rate, Effective Percentage | 16.00% | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,250,000 | ||
Share Price | $ 0.20 |