Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
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 | 391,107,595 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 253,882 | $ 568,769 |
Restricted cash | 20,000 | 20,000 |
Accounts receivable | 19,748 | 19,748 |
Prepaid & other current assets | 18,394 | 18,778 |
Total current assets | 312,024 | 627,295 |
Intangibles, net of accumulated amortization of $201,180 and $188,339 as of September 30, 2022 and December 31, 2021 | 821,841 | |
In process R&D | 1,101,760 | 1,101,760 |
Goodwill | 16,182,457 | 21,062,455 |
Investment in GMP Bio at fair value | 22,640,521 | |
Total assets | 40,236,762 | 23,613,351 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 2,852,159 | 3,092,723 |
Accounts payable - related party | 349,462 | 403,423 |
Contingent consideration | 2,625,000 | 2,625,000 |
Derivative liability on notes | 302,550 | 340,290 |
Convertible and short-term debt, net of costs | 9,250,021 | 8,166,622 |
Convertible debt and short-term debt - related party, net of costs | 831,266 | 826,862 |
Total current liabilities | 16,210,458 | 15,454,920 |
Commitments and contingencies (Note 12) | ||
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; 390,195,433 and 375,288,146 issued and outstanding, respectively | 3,901,954 | 3,752,881 |
Additional paid-in capital | 40,921,704 | 35,223,842 |
Accumulated deficit | (20,636,647) | (31,021,050) |
Total Oncotelic Therapeutics, Inc. stockholders’ equity | 24,187,011 | 7,955,673 |
Non-controlling interests | (160,707) | 202,758 |
Total stockholders’ equity | 24,026,304 | 8,158,431 |
Total liabilities and stockholders’ equity | $ 40,236,762 | $ 23,613,351 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 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 | 390,195,433 | 375,288,146 |
Common stock, shares outstanding | 390,195,433 | 375,288,146 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating expenses: | ||||
Research and development | $ 1,700 | $ 621,927 | $ 690,705 | $ 3,135,413 |
General and administrative | 593,739 | 1,187,035 | 4,505,256 | 4,475,642 |
Total operating expenses | 595,439 | 1,808,962 | 5,195,961 | 7,611,055 |
Loss from operations | (595,439) | (1,808,962) | (5,195,961) | (7,611,055) |
Other income (expense): | ||||
Interest expense, net | (606,824) | (445,363) | (1,999,164) | (1,400,249) |
PPP loan forgiveness | 253,347 | 253,347 | ||
Gain on derecognition of non-financial asset | 16,951,477 | |||
Reimbursement for expenses - related party | 237,165 | 484,657 | ||
Change in fair value of derivative on debt | 105,662 | 145,449 | 37,740 | 239,278 |
Loss on debt conversion | (257,810) | (27,504) | ||
Total other income (expense) | (263,997) | (46,567) | 15,216,900 | (935,128) |
Net income (loss) before non-controlling interests | (859,436) | (1,855,529) | 10,020,939 | (8,546,183) |
Net loss attributable to non-controlling interests | (81,501) | (293,001) | (363,465) | (949,295) |
Net income (loss) attributable to Oncotelic Therapeutics, Inc. | $ (777,935) | $ (1,562,528) | $ 10,384,404 | $ (7,596,888) |
Basic net loss per share attributable to common stock | $ 0 | $ 0 | $ 0.03 | $ (0.03) |
Basic weighted average common stock outstanding | 386,751,480 | 370,443,893 | 385,610,191 | 279,358,671 |
Diluted net loss per share attributable to common stock | $ 0 | $ 0 | $ 0.02 | $ (0.03) |
Diluted weighted average common stock outstanding | 386,751,480 | 370,443,893 | 420,738,409 | 279,358,671 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 2,782 | $ 906,019 | $ 32,493,086 | $ (21,630,008) | $ 708,954 | $ 12,480,833 |
Beginning 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) | |||
Beneficial Conversion Feature on convertible debt | 605,719 | 605,719 | ||||
Common shares issued upon conversion of debt | $ 6,572 | 203,729 | 210,301 | |||
Common shares issued upon conversion of debt, shares | 657,200 | |||||
Common shares issued upon conversion of Preferred Stock | $ (2,782) | $ 2,781,878 | (2,779,096) | |||
Common shares issued upon conversion of Preferred Stock, shares | (278,188) | 278,187,847 | ||||
Increase in non-controlling interest from issuance of additional Edgepoint stock | 620,052 | 620,052 | ||||
Ending balance, value at Mar. 31, 2021 | $ 3,694,469 | 30,690,013 | (24,433,088) | 1,009,449 | 10,960,843 | |
Ending balance, shares at Mar. 31, 2021 | 369,446,959 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 2,782 | $ 906,019 | 32,493,086 | (21,630,008) | 708,954 | 12,480,833 |
Beginning balance, shares at Dec. 31, 2020 | 278,188 | 90,601,912 | ||||
Net loss | (8,546,183) | |||||
Common shares issued in lieu of restricted stock units | 226,432 | |||||
Ending balance, value at Sep. 30, 2021 | $ 3,725,649 | 33,511,091 | (29,226,896) | 379,711 | 8,389,555 | |
Ending balance, shares at Sep. 30, 2021 | 372,564,911 | |||||
Beginning balance, value at Mar. 31, 2021 | $ 3,694,469 | 30,690,013 | (24,433,088) | 1,009,449 | 10,960,843 | |
Beginning balance, shares at Mar. 31, 2021 | 369,446,959 | |||||
Common shares issued for cash | $ 4,000 | 95,055 | 99,055 | |||
Common shares issued for cash, shares | 400,000 | |||||
Warrants issued in connection with private placement | 2,023,552 | 2,023,552 | ||||
Net loss | (3,231,280) | (336,737) | (3,568,017) | |||
Common shares issued in lieu of services | $ 2,500 | 67,500 | 70,000 | |||
Common shares issued in lieu of services, shares | 250,000 | |||||
Ending balance, value at Jun. 30, 2021 | $ 3,700,969 | 32,876,120 | (27,664,368) | 672,712 | 9,585,433 | |
Ending balance, shares at Jun. 30, 2021 | 370,096,959 | |||||
Common shares issued for cash | $ 9,000 | 100,688 | 109,688 | |||
Common shares issued for cash, shares | 900,000 | |||||
Stock Compensation Expense | 299,890 | 299,890 | ||||
Net loss | (1,562,528) | (293,001) | (1,855,529) | |||
Common shares issued in lieu of services | $ 3,100 | 20,541 | 23,641 | |||
Common shares issued in lieu of services, shares | 310,000 | |||||
Common shares issued in lieu of restricted stock units | $ 12,580 | 213,852 | 226,432 | |||
Common shares issued in lieu of restricted stock units, shares | 1,257,952 | |||||
Ending balance, value at Sep. 30, 2021 | $ 3,725,649 | 33,511,091 | (29,226,896) | 379,711 | 8,389,555 | |
Ending balance, shares at Sep. 30, 2021 | 372,564,911 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 3,752,881 | 35,223,842 | (31,021,050) | 202,758 | 8,158,431 | |
Beginning 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) | |||
Ending balance, value at Mar. 31, 2022 | $ 3,786,301 | 38,444,903 | (35,870,831) | (37,782) | 6,322,591 | |
Ending balance, shares at Mar. 31, 2022 | 378,630,104 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 3,752,881 | 35,223,842 | (31,021,050) | 202,758 | 8,158,431 | |
Beginning balance, shares at Dec. 31, 2021 | 375,288,146 | |||||
Net loss | 10,020,939 | |||||
Common shares issued in lieu of restricted stock units | ||||||
Ending balance, value at Sep. 30, 2022 | $ 3,901,954 | 40,921,704 | (20,636,647) | (160,707) | 24,026,304 | |
Ending balance, shares at Sep. 30, 2022 | 390,195,433 | |||||
Beginning balance, value at Mar. 31, 2022 | $ 3,786,301 | 38,444,903 | (35,870,831) | (37,782) | 6,322,591 | |
Beginning balance, shares at Mar. 31, 2022 | 378,630,104 | |||||
Common shares issued upon cashless exercise of warrants | $ 25,867 | (25,867) | ||||
Common shares issued upon cashless exercise of warrants, shares | 2,586,758 | |||||
Common shares issued for cash | $ 3,000 | 43,822 | 46,822 | |||
Common shares issued for cash, shares | 300,000 | |||||
Stock Compensation Expense | 25,196 | 25,196 | ||||
Net loss | 16,012,119 | (41,424) | 15,970,695 | |||
Beneficial Conversion Feature on convertible debt | 570,717 | 570,717 | ||||
Warrants issued in connection with debt issuance | 368,375 | 368,375 | ||||
Common shares issued upon conversion of debt | $ 45,250 | 286,001 | 331,251 | |||
Common shares issued upon conversion of debt, shares | 4,525,000 | |||||
Contribution from shareholder for payment of liabilities | 644,463 | 644,463 | ||||
Ending balance, value at Jun. 30, 2022 | $ 3,860,418 | 40,357,610 | (19,858,712) | (79,206) | 24,280,110 | |
Ending balance, shares at Jun. 30, 2022 | 386,041,862 | |||||
Common shares issued for cash | $ 7,000 | 53,193 | 60,193 | |||
Common shares issued for cash, shares | 700,000 | |||||
Stock Compensation Expense | 303,687 | 303,687 | ||||
Net loss | (777,935) | (81,501) | (859,436) | |||
Common shares issued upon conversion of debt | $ 34,536 | 207,214 | 241,750 | |||
Common shares issued upon conversion of debt, shares | 3,453,571 | |||||
Ending balance, value at Sep. 30, 2022 | $ 3,901,954 | $ 40,921,704 | $ (20,636,647) | $ (160,707) | $ 24,026,304 | |
Ending balance, shares at Sep. 30, 2022 | 390,195,433 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 10,020,939 | $ (8,546,183) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Gain on derecognition of non-financial asset | (16,951,477) | |
Amortization of debt discount and deferred finance costs | 1,560,173 | 1,059,525 |
Amortization of intangible assets | 12,841 | 38,524 |
Warrants issued in connection with private placement | 2,905,316 | 2,093,552 |
Common shares issued in lieu of restricted stock units | 226,432 | |
Stock compensation expense | 626,243 | 299,890 |
Depreciation on development equipment | 7,609 | |
Change in fair value of derivative | (37,740) | (239,278) |
Loss on debt conversion | 257,810 | 27,504 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 384 | 30,865 |
Accounts payable and accrued expenses | 287,590 | 1,600,849 |
Accounts payable to related party | (53,961) | 34,109 |
Net cash used in operating activities | (1,371,882) | (3,366,602) |
Cash flows from financing activities: | ||
Proceeds from / (repayment to) private placement | (25,000) | 1,613,200 |
Proceeds from sales of common stock | 158,820 | 118,594 |
Proceeds from convertible debt | 983,175 | 300,000 |
Proceeds from convertible notes and short term loans, others | 500,000 | 1,020,875 |
Repaid to note holders | (500,000) | (100,000) |
Repaid to others | (60,000) | (75,000) |
Proceeds from Payroll Protection Plan | 92,995 | |
Net cash provided by financing activities | 1,056,995 | 2,970,664 |
Net decrease in cash | (314,887) | (395,938) |
Cash and restricted cash - beginning of period | 588,769 | 494,019 |
Cash and restricted cash - end of period | 273,882 | 98,081 |
Supplemental cash flow information: | ||
Interest paid | 328,181 | 298,401 |
Income taxes paid | ||
Non-cash investing and financing activities: | ||
Warrants issued in connection with private placement | 3,273,691 | 2,190,127 |
Common shares issued upon partial conversion of debt | 573,001 | 210,301 |
Common shares issued in lieu of services | 93,641 | |
Common shares issued in lieu of restricted stock units | 226,432 | |
Non-cash cost upon sale of common stock | 79,180 | 39,991 |
Beneficial Conversion Feature on convertible debt and restricted common shares | $ 570,717 | $ 605,719 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business Oncotelic Therapeutics, Inc. (“ Oncotelic PointR Edgepoint” Company We The Company is currently developing OT-101, through its joint venture ( “JV” Dragon” “GMP Bio” GMP The Company is primarily a cancer immunotherapy company dedicated to the development of first in class self-immunization protocol (“ SIP DMD COVID-19 1.2 Artemisia annua 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 In February 2022, the Company and 99 out of 100 of the Investors agreed to extend the maturity date of the notes connected to the Units from March 31, 2022, to March 31, 2023. In addition, the Company issued approximately 33 50,000 2.9 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 4.7 0.6 August 2021 Notes In August 2021, the Company issued Note Purchase Agreements with Autotelic Inc., a related party, the Company’s Chief Financial Officer (“ CFO 698,500 Principal Amount “August 2021 Notes” November/December 2021 and March 2022 Notes In November and December 2021, the Company entered into various securities purchase agreements with Talos Victory Fund, LLC (the (“ Talos Mast FirstFire Blue Lake Fourth Man Purchase Agreements 0.25 1.25 November/December Notes 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 JH Darbie Darbie Agreement 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 In March 2022, the Company entered into a Securities Purchase Agreement with Fourth Man, pursuant to which the pursuant to which the Company issued convertible promissory note in the aggregate principal amount of $ 0.25 by the Company pursuant to the Darbie Agreement. In August 2022, the Company converted $ 140,000 2,025,000 68,250 1,428,571 For more information on the notes, refer to Note 6: November – December 2021 Financing of these Notes to the Unaudited Consolidated Financial Statements. May 2022 Note In May 2022, the Company entered into a Securities Purchase Agreement with Mast, pursuant to which the Company issued convertible promissory notes in the aggregate principal amount of $ 0.6 million, which note is convertible into shares of the Company’s Common Stock. This note was used to fully repay November 2021 Talos note and the December 2021 First Fire note. 35,000 500,000 In June 2022, Mast fully converted their November 2021 Note, for which the company issued 4,025,000 June 2022 Note In June 2022, the Company entered into a Securities Purchase Agreement with Blue Lake, pursuant to which the Company issued convertible promissory notes in the aggregate principal amount of $ 0.34 Joint Venture with GMP Bio In March 2022, the Company formalized a joint venture ( “JV” Dragon” “GMP Bio” The Company also entered into certain note purchase agreements and notes with GMP in September 2021, October 2021 and January 2022. For information on the GMP notes, refer to our 2021 Annual Report on Form 10K filed with the SEC on April 15, 2022 and Note 6 to the Notes to these Financial Statements. 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 $ 20.6 15.9 1.4 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 exclusively out-licensed to the JV and the JV will be responsible for the funding required to support the development in entirety, to generate sufficient revenues, through either technology transfer or product sales, or raise additional financing 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/or 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 favourable terms or at all. As such, management does not believe the Company has sufficient cash for 12 months from the date of this report. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations, or cease operations completely. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 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 September 30, 2022, and December 31, 2021 the Company held all its cash in banks. The Company considers investments in highly liquid instruments with a maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of September 30, 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. Investment in equity securities The following table summarizes the cumulative gross unrealized gains and losses and fair values for long-term investments accounted for at fair value under the fair value option, with the unrealized gains and losses reported within earnings on the Condensed Consolidated Statements of Operation as of September 30, 2022. No similar investments were held by the Company at December 31, 2021: SCHEDULE OF UNREALIZED GAINS AND LOSSES Initial Book Value Cumulative Cumulative Fair September 30, 2022 Investment in GMP Bio (equity securities) $ 22,640,521 $ - $ - $ 22,640,521 Total $ 22,640,521 $ - $ - $ 22,640,521 The table below sets forth a summary of the recording of the initial value of the long-term value of investment in equity securities of GMP Bio, based on a third-party valuation report, and changes in the fair value of such equity securities, if such change occurs, as a Level 3 fair value as of September 30, 2022. The Company did not own similar long-term investments as of September 30, 2021: SUMMARY OF CHANGES IN FAIR VALUE OF LONG-TERM INVESTMENT IN EQUITY SECURITIES September 30, 2022 Balance at January 1, 2022 $ - Contribution at cost basis 5,689,044 Gain on derecognition of non-financial asset 16,951,477 Change in fair value - Balance at September, 2022 $ 22,640,521 Derivative Liability The Company has certain derivative liabilities associated with its 2019 bridge financing Convertible Notes (see Note 5), consisted of conversion feature derivatives at September 30, 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 September 30, 2022 and 2021: SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES September 30, 2022 September 30, 2021 Balance at January 1, 2022 and 2021 $ 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 (37,740 ) (239,278 ) Balance at September, 2022 and 2021 $ 302,550 $ 393,161 As of September 30, 2022, and December 31, 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 September 30, 2022: SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES September 30, 2022 Risk free interest 0.17% 2.69% Market price of share $ 0.07 0.23 Life of instrument in years 0.01 0.33 Volatility 99.80% 109.40% Dividend yield 0 % When the Company changes its valuation inputs for measuring financial liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the periods ended September 30, 2022 and 2021, respectively, there were no transfers of financial assets or financial liabilities between the hierarchy levels. The $ 2,625,000 Net Income (Loss) Per Share Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share includes the effect of Common Stock equivalents (notes convertible into Common Stock, stock options and warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive. The Company has excluded from diluted loss per share the dilutive shares, since such inclusion would be anti-dilutive. Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ ASC 718 For stock options issued to employees, members of the Board of Directors (the “ Board For warrants issued in connection with fund raising activities, the Company estimates the grant date fair value of each warrant using the Black-Scholes pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the warrant, the expected volatility of the Common Stock consistent with the expected life of the warrant, risk-free interest rates and expected dividend yields of the Common Stock. If the warrants are issued upon termination or cancellation of prior issued warrants, then the Company estimates the grant date fair value of the new warrants using the Black-Scholes pricing model and evaluates whether the new warrants are deemed as equity instruments or liability instruments. If the warrants are deemed to be equity instruments, the Company records stock compensation expense and an addition to additional paid in capital. If, however, the warrants are deemed to be liability instruments, then the fair value is treated as a deemed dividend and credited to additional paid in capital. Impairment of Long-Lived Assets The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the three and nine months ended September 30, 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 and nine months ended September 30, 2022 and the year ended December 31, 2021, there were no 0.8 45 Goodwill Goodwill represents the excess of the purchase price of acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least once annually, at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the reporting unit. If, on the basis of qualitative factors, it is considered not more likely than not that the fair value of the reporting unit is less than the carrying amount, further testing of goodwill for impairment would not be required. Otherwise, goodwill impairment is tested using a two-step approach. The first step involves comparing the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit is determined to be greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is determined to be greater than the fair value, the second step must be completed to measure the amount of impairment, if any. The second step involves calculating the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit as determined in step one. The implied fair value of the goodwill in this step is compared to the carrying value of goodwill. If the implied fair value of the goodwill is less than the carrying value of the goodwill, an impairment loss equivalent to the difference is recorded. For the three and nine months ended September 30, 2022 and the year ended December 31, 2021 there were no 4.8 45 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 under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 “Derivatives and Hedging – Contracts in Entity’s Own Equity” provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. 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 September 30, 2022 and December 31, 2021, the Company identified EdgePoint to be the Company’s sole VIE. At September 30, 2022 and December 31, 2021, the Company’s ownership percentage of EdgePoint was 29 29 14 0.1 Investments - Equity Method The Company accounts for equity method investments at cost, adjusted for the Company’s share of the investee’s earnings or losses, which are reflected in the consolidated statements of operations. The Company periodically reviews the investments for other than temporary declines in fair value below cost and more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The Investment in GMP Bio represents the investment into equity securities for which the Company elected the fair value option pursuant to ASC 825-10-15 and subsequent fair value changes in the GMP Bio shares shall be included in the result from other income. Refer to Note 6 to these Notes to the Consolidated Financial Statements. Joint Venture agreement We have equity interest in unconsolidated arrangement that is primarily engaged in the business of drug discovery, development, and commercialization, including but not limited to development and commercialization of TGF-beta therapeutics as well as establishing and operating contract development and manufacturing organization (“ CDMO We consolidate arrangements that are considered to be VIEs where we are the primary beneficiary. We analyze our investments in joint ventures to determine if the joint venture is considered a VIE and would require consolidation. We (i) evaluate the sufficiency of the total equity investment at risk, (ii) review the voting rights and decision-making authority of the equity investment holders as a group and whether there are limited partners (or similar owning entities) that lack substantive participating or kick out rights, guaranteed returns, protection against losses, or capping of residual returns within the group and (iii) establish whether activities within the venture are on behalf of an investor with disproportionately few voting rights in making this VIE determination. To the extent that we own interests in a VIE and we (i) have the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) have the obligation or rights to absorb losses or receive benefits that could potentially be significant to the VIE, then we would be determined to be the primary beneficiary and would consolidate the VIE. To the extent that we own interests in a VIE, then at each reporting period, we re-assess our conclusions as to which, if any, party within the VIE is considered the primary beneficiary. To the extent that our arrangements do not qualify as VIEs, they are consolidated if we control them through majority ownership interests or if we are the managing entity (general partner or managing member) and our partner does not have substantive participating rights. Control is further demonstrated by our ability to unilaterally make significant operating decisions, refinance debt, and sell the assets of the joint venture without the consent of the non-managing entity and the inability of the non-managing entity to remove us from our role as the managing entity. We use the equity method of accounting for those arrangements where we exercise significant influence but do not have control. Under the equity method of accounting, our investment in each arrangement is included on our consolidated balance sheet; however, the assets and liabilities of the joint ventures for which we use the equity method are not included on our consolidated balance sheet. When we sell or contribute properties to unconsolidated arrangements and retain a non-controlling ownership interest in such assets, we recognize the difference between the consideration received and the carrying amount of the asset sold or contributed when its derecognition criteria are met. The equity method investment we retain in such partial sale transactions is noncash consideration and is measured at fair value. As a result, the accounting for a partial sale will result in the recognition of a full gain or loss. When circumstances indicate there may have been a reduction in the value of an equity investment, we evaluate whether the loss in value is other than temporary. If we conclude it is other than temporary, we recognize an impairment charge to reflect the equity investment at fair value. The Company elected the fair value option under the fair value option Subsection of Section 825-10-15 to account for its equity-method investment as the Company believes that the fair value option is most appropriate for a company in the biotechnology industry, The fair value option is more appropriate for companies that are involved in extensive and usually very expensive research and development efforts, which are not appropriately reflected in the market value or reflective of the true value of the development activities of the company Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Under Topic 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: (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 Topic 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 upon achievement of certain pre-defined milestones, when there is no obligation of the Company achieve any performance obligations in connection with the said pre-defined milestones, or upon achievement of the performance obligations if the milestones require the Company to provide the performance obligations. The Company occasionally collects advance payments from customers toward commitments to provide services or performance obligations, in which case the advance payment is recorded as a liability until the obligations are fulfilled and revenue is recognized. Research & 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, if any. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | NOTE 3 - INTANGIBLE ASSETS AND GOODWILL Goodwill from 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 on the two mergers, 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 4.9 Upon the non-financial sale of our asset as contribution to our equity method investment we derecognized the balance of the carrying value of our goodwill of approximately $ 4.9 Assignment and Assumption Agreement with Autotelic, Inc. In April 2018, Oncotelic Inc. entered into an Assignment and Assumption Agreement (the “ Assignment Agreement IP 204,798 819,191 Intangible Asset Summary The following table summarizes the balances as of September 30, 2022 and December 31, 2021, of the intangible assets acquired, their useful life, and annual amortization: SCHEDULE OF INTANGIBLE ASSETS September 30, 2022 Remaining Estimated Intangible asset – Intellectual property $ 819,191 16.25 Intangible asset – Capitalization of license cost 190,989 16.25 1,010,180 Less Accumulated Amortization (201,180 ) Less: Derecognition of carrying value upon transfer of non-financial asset (809,000 ) Total $ - December 31, 2021 Remaining Estimated 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 September 30, 2022 and 2021 was $ 0 12,841 12,841 38,524 0.8 There will be no future yearly amortization expense related to our intangibles. 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 September 30, 2022 and December 31, 2021 was $ 1,101,760 September 30, 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2022 December 31, 2021 Accounts payable $ 1,783,561 $ 1,927,749 Accrued expense 1,068,598 1,164,974 Accounts payable and accrued liabilities, current $ 2,852,159 $ 3,092,723 September 30, 2022 December 31, 2021 Accounts payable – related party $ 349,462 $ 403,423 |
CONVERTIBLE DEBENTURES, NOTES A
CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT | NOTE 5 – CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT As of September 30, 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, NET OF DISCOUNT September 30, Convertible debentures 10% Convertible note payable, due April 23, 2022 – Bridge Investor $ 35,556 10% Convertible note payable, due April 23, 2022 – Related Party 164,444 10% Convertible note payable, due August 6, 2022 – Bridge Investor 200,000 400,000 Fall 2019 Notes 5% Convertible note payable – Stephen Boesch 122,708 5% Convertible note payable – Related Party 285,608 5% Convertible note payable – Dr. Sanjay Jha (Through his family trust) 285,128 5% Convertible note payable – CEO, CTO* & CFO – Related Parties 93,432 5% Convertible note payable – Bridge Investors 191,422 978,298 August 2021 Convertible Notes 5% Convertible note – Autotelic Inc– Related Party 264,426 5% Convertible note – Bridge investors 395,053 5% Convertible note – CFO – Related Party 79,328 738,807 JH Darbie PPM Debt 16% Convertible Notes - Non-related parties 2,305,370 16% Convertible Notes – CEO – Related Party 141,928 2,447,298 November/December 2021 & March 2022 Notes 12% Convertible Notes – Accredited Investors 304,683 Debt for Clinical Trials – GMP 2% Convertible Notes – GMP 4,637,096 May and June 2022 Note 12% Convertible Notes – Accredited Investors 288,540 Other Debt Short term debt – Bridge investors 243,916 Short term debt from CFO – Related Party 25,050 Short term debt – Autotelic Inc– Related Party 20,000 288,966 Accrued interest -2,401 Total of convertible debentures & notes and other debt $ 10,081,287 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. Convertible Debentures As of September 30, 2022, the Company had a derivative liability of approximately $ 300,000 38,000 Bridge Financing Notes with Officer and Bridge Investor In April 2019, the Company entered into a Securities Purchase Agreement (the “ Bridge SPA 400,000 The issuance of the Trieu Note resulted in a discount from the beneficial conversion feature totaling $ 131,555 19,500 2,743 0 19,000 In April 2019, pursuant to the Bridge SPA the Company entered into Convertible Note Tranche #1 (“ Tranche #1 The issuance of the note resulted in a discount from the beneficial conversion feature totaling $ 28,445 4,400 1,400 0 4,400 On August 6, 2019, pursuant to the Bridge SPA the Company entered into Convertible Note Tranche #2 (“ Tranche #2 The issuance of the note resulted in a discount from the beneficial conversion feature totaling $ 175,000 11,700 6,300 0 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 The Majority Holders have waived the default in the maturity of the Fall 2019 Notes and as such there is no event of default. The Majority Holders have also extended the terms of the notes till June 30, 2023. The Company recorded interest expense of $ 10,625 31,875 10,625 32,787 978,299 946,424 0 850,000 GMP Notes In June 2020, the Company secured $ 2 GMP Note 2 2 2 In September 2021, the Company secured a further $ 1.5 GMP Note 2 2 0.5 0.5 In October 2021, the Company entered into an Unsecured Convertible Note Purchase Agreement (the “ October Purchase Agreement 0.5 October 2021 Note In January 2022, the Company entered into an Unsecured Convertible Note Purchase Agreement (the “ January Purchase Agreement 0.5 January 2022 Note The GMP Note 2, the October 2021 Note and the January 2022 Note carries an interest rate of 2 Conversion Shares Event of Default The total principal outstanding on all the GMP notes, inclusive of accrued interest, was $ 4,637,096 4,069,781 During the nine months ended September 31, 2022, and 2021, the Company incurred approximately $ 66,500 10,600 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 During the three and nine months ended September 30, 2022, the Company recognized approximately $ 8,700 26,050 During the three and nine months ended September 30, 2021, the Company recognized approximately $ 5,400 At September 30, 2022, and December 31, 2021, accrued interests on these convertible notes totaled approximately $ 40,300 14,260 November – December 2021 and March 2022 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 March 2022, the Company entered into a Securities Purchase Agreement with Fourth Man, pursuant to which the Company issued convertible promissory note in the aggregate principal amount of $ 0.25 12 16 0.10 1,250,000 0.20 125,000 During the nine months ended September 30, 2022, the Company converted the Mast Hill convertible note into 4,025,000 0.1 During the nine months ended September 30, 2022, the Company repaid the Talos Victory and First Fire convertible notes with the proceeds from the May 2022 Mast Hill convertible note. Such repayment resulted in a loss from debt extinguishment of approximately $ 258,100 During the nine months ended September 30, 2022, the Company converted $ 68,250 1,428,571 During the nine months ended September 30, 2022, the Company converted $ 140,000 2,025,000 As of September 30, 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, NET OF DISCOUNT September 30, 2022 December 31, 2021 Mast Hill Convertible note, 12% coupon November 21 $ - $ 250,000 Talos Victory Convertible note, 12% coupon November 2021 - 250,000 First Fire Convertible note, 12% coupon, December 2021 - 250,000 Blue Lake Convertible note, 12% coupon, December 2021 181,750 250,000 Fourth Man Convertible note, 12% coupon December 2021 110,000 250,000 Convertible notes, gross $ 291,750 $ 1,250,000 Less Debt discount recorded (500,000 ) (1,250,000 ) Amortization debt discount 386,734 76,994 Convertible notes, net $ 178,484 $ 76,994 The Company recognized approximately $ 150,000 0 30,000 10,300 The Company recognized approximately $ 774,600 0 The Company recorded an initial debt discount of approximately $ 0.4 0.8 March 2022 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 12 16 0.10 1,250,000 0.20 As of September 30, 2022, the March 2022 convertible note, net of debt discount, consisted of the following amount. There were no similar amounts due on the March 2022 Notes as of December 31, 2021: September 30, 2022 Fourth Man Convertible note, 12% coupon March 2023 $ 250,000 Debt Discount (123,801 ) Convertible notes, net $ 126,199 The Company recognized approximately $ 7,500 15,100 63,000 126,000 May 2022 Mast Financing In May 2022, the Company entered into a securities purchase agreement with one institutional investor, whereby the Company issued one convertible note in the aggregate principal amount of $ 605,000 12 16 0.10 3,025,000 0.20 302,500 258,100 As of September 30, 2022 the May 2022 Mast Note, net of debt discount, consisted of the following amount. No similar amount was outstanding as at December 31, 2021: September 30, 2022 Mast Hill Convertible note, 12% coupon May 2023 $ 605,000 Convertible notes, gross $ 605,000 Less Debt discount recorded (605,000 ) Amortization debt discount 196,188 Convertible notes, net $ 196,188 The Company recognized approximately $ 72,600 0 196,200 0 June 2022 Financing In June 2022, the Company entered into a securities purchase agreement with one institutional investor, whereby the Company issued one convertible note in the aggregate principal amount of $ 335,000 12 16 0.10 837,500 0.20 83,750 As of September 30, 2022 the June 2022 Blue Lake Note, net of debt discount, consisted of the following amount. No similar amount was outstanding as at December 31, 2021: September 30, 2022 Blue Lake Convertible note, 12% coupon June 2023 $ 335,000 Convertible notes, gross $ 335,000 Less Debt discount recorded (333,271 ) Amortization debt discount 90,623 Convertible notes, net $ 92,352 The Company recognized approximately $ 40,200 0 90,620 0 Other short-term advances During the year ended December 31, 2020, the Company’s CEO provided additional funding of $ 70,000 50,000 20,000 0 20,000 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 BIO AND
JOINT VENTURE WITH GMP BIO AND AFFILIATES, EQUITY METHOD INVESTMENT | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
JOINT VENTURE WITH GMP BIO AND AFFILIATES, EQUITY METHOD INVESTMENT | NOTE 6 - JOINT VENTURE WITH GMP BIO AND AFFILIATES, EQUITY METHOD INVESTMENT 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 11.3 22.7 The Parties also agreed that if a Rare Pediatric Disease (“ RPD DIPG Voucher 250,000 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 determined that the arrangement does not meet the accounting definition of a joint venture. Subsequently, we analyzed our investment and determined that such investment was not considered a VIE, which would require consolidation because the Company does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company does not control the JV through majority ownership interest or Board participation. As such, the Company followed the guidance in ASC 610-20 regarding the sale of nonfinancial assets to noncustomers when retaining a non-controlling ownership interest in such assets. The Company is deemed to have substantially transferred the actual intellectual property related to OT-101 as the investee can benefit from the risk and rewards of ownership of such intellectual property. This resulted in the derecognition of the carrying amount of our intangible assets for approximately $ 0.8 4.9 5.7 22.6 17 As of the effective date of the formation of the JV, the combined enterprise value of GMP Bio was approximately $50.4 million, comprising of the fair value of the Company’s investment in GMP Bio of approximately $22.7 million and the total original capital contributions by Dragon Overseas of approximately $27.7 million. As of September 30, 2022, the JV had approximately $22.8 million in assets, not including GMP Bio’s capital subscriptions of approximately $24 million; recorded approximately $0.5 million in liabilities and incurred approximately $4.1 million in operational expenses. The Company elected the fair value option under subsection of Section 825-10-15 to account for its equity-method investment as the Company believes that it the most appropriate method to properly value the Company and record a change in value when and upon conducting a fair value assessment. As of September 30, 2022, the Company does not believe the fair value of the JV has changed and hence has not recorded a change in value. 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 | 9 Months Ended |
Sep. 30, 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 31, 2021, the Company entered into various subscription agreements with certain accredited investors, including the CEO, pursuant to the JH Darbie Financing, whereby the Company issued and sold a total of 100 5 ■ 25,000 1.00 ■ One convertible promissory note, convertible up to 25,000 1.00 138,889 0.18 ■ 50,000 1.00 0.20 three The Company incurred approximately $ 0.64 39,000 Concurrently with the sale of the Units, JH Darbie was granted a warrant, exercisable over a five-year period, to purchase 10 10 The terms of convertible notes are summarized as follows: ■ Term: Through March 31, 2022, extended further to March 31, 2023 ■ 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 As of the multiple closings of the Company during the six months ended June 30, 2021, under the private placement memorandum with JH Darbie, the estimated volume weighted grant date fair value of approximately $ 0.21 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 % 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 0.15 two years February 9, 2024 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 June 30, 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 warrants resulted in an aggregate fair value of approximately $ 2.9 Strike price $ 0.15 Expected Term 1 Expected volatility 115.1 % Risk-free interest rates 1.36 % Dividend yields 0.00 % The Company recognized amortization expense related to the debt discount and debt issuance costs of approximately $ 71 thousand 0.9 million |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 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 $ 10,000 61,000 77,000 220,000 0.5 In September 2021, the Company entered into an exclusive License Agreement (the “Agreement”) with Autotelic. For more information on this Agreement, refer to our 2021 Annual Report on Form 10-K filed with the SEC on April 15, 2022. Note Payable and Short-Term Loan – Related Parties In April 2019, the Company issued a convertible note to Dr. Trieu totaling $ 164,444 16,444 148,000 250,000 35,000 70,000 50,000 5 250,000 During the year ended December 2021, Autotelic Inc provided a short-term loan of $ 270,000 250,000 20,000 120,000 Artius Consulting Agreement On March 9, 2020, the Company and Artius Bioconsulting, LLC (“ Artius Effective Date Artius Agreement 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. For more information on this Agreement, refer to our 2021 Annual Report on Form 10-K filed with the SEC on April 15, 2022. The Company recorded an expense of $ 0 45,000 75,000 135,000 |
EQUITY PURCHASE AGREEMENT AND R
EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT | 9 Months Ended |
Sep. 30, 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 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. During the nine months ended September 30, 2022, the Company sold a total of 1.3 0.09 0.25 0.2 Similarly, during the nine months ended September 30, 2021, the Company sold a total of 1.3 0.11 0.23 0.2 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10 - STOCKHOLDERS’ EQUITY The following transactions affected the Company’s Stockholders’ Equity: Issuance of Common Stock during the nine months ended September 30, 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 52 In May 2022, Blue Lake made a cashless exercise for their warrants. In connection with this exercise, the Company issued 1,403,326 1,923,077 In June 2022, the Company sold 300,000 47 In June 2022, Mast Hill converted their debt of approximately $ 0.28 Company issued 4,025,000 Mast Hill. In June 2022, Company issued 500,000 35,000 In June 2022, First Fire made a cashless exercise for their warrants. In connection with this exercise, the Company issued 1,183,400 1,923,077 In July 2022, the Company sold 400,000 38 In August 2022, the Company sold 300,000 23 In August 2022, Fourth Man converted $ 0.14 0.28 Company issued 2,025,000 Fourth Man. In September 2022, Blue Lake converted $ 0.1 0.1 Company issued 1,428,571 Blue Lake. For further information on Common Stock issuance, refer to our 2021 Annual Report on Form 10-K filed with the SEC on April 15, 2022. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 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 June 30, 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 SEC 27,250,000 Compensation based stock option activity for qualified and unqualified stock options are summarized as follows: SCHEDULE OF COMPENSATION BASED STOCK OPTION ACTIVITY Weighted For the nine months ended September 30, 2022 Average Shares Exercise Price Outstanding at January 1, 2022 16,592,620 $ 0.30 Expired or cancelled (2,359 ) 11.88 Issued 9,100,000 0.10 Outstanding at September 30, 2022 25,690,261 $ 0.23 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 September 30, 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 $ 0.01 0.15 16,250,000 9.4 $ 0.12 6,057,500 0.16 5,502,761 8.8 0.16 5,502,761 0.22 1,750,000 3.6 0.22 1,750,000 0.38 900,000 2.9 0.38 900,000 0.73 762,500 2.5 0.73 762,500 1.37 150,000 0.7 1.37 150,000 1.43 300,000 2.7 1.43 300,000 15.00 75,000 2.7 15.00 75,000 25,690,261 8.3 $ 0.30 15,497,761 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 $ 0 0.07 The Company granted 9.1 20% 0.5 SCHEDULE OF ASSUMPTIONS TO ESTIMATE FAIR VALUE OF THE WARRANTS Strike price $ 0.10 Expected Term 1 Expected volatility 95.5 % Risk-free interest rates 3.12 % Dividend yields 0.00 % The Company amortized approximately $ 0.3 0.6 0.3 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 33 0.15 2.9 SCHEDULE OF BLACK SCHOLES VALUATION ALLOWANCE MODEL Strike price $ 0.15 Expected Term 1 Expected volatility 115.1 % Risk-free interest rates 1.36 % Dividend yields 0.00 % The issuance of warrants to purchase shares of the Company’s Common Stock, including those attributed to debt issuances, as of September 30, 2022 are summarized as follows: SCHEDULE OF WARRANTS ACTIVITY Shares Average Exercise Price Outstanding at January 1, 2022 53,314,424 $ 0.20 Issued during the nine months ended September 30, 2022 38,623,816 0.15 0.20 Exercised / cancelled during the nine months ended September 30, 2022 (9,615,385 ) 0.13 Outstanding at September 30, 2022 82,322,855 $ 0.18 The following table summarizes information about warrants outstanding and exercisable at September 30, 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 0.50 $ 0.20 42,737,500 0.13 961,539 4.21 0.13 961,539 0.15 33,000,066 1.50 0.15 33,000,066 0.20 5,623,750 4.50 4.73 0.20 5,623,750 82,322,855 1.0 $ 0.18 82,322,855 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 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 carry forwards. As of December 31, 2021, the Company had gross federal and state net operating loss carry forwards of approximately $ 236.1 76.3 Portions of these carry forwards will expire through 2038 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 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 Contingent Consideration The total purchase price in the PointR Merger of $ 17,831,427 2,625,000 15 Other claims From time to time, the Company may become involved in certain claims arising in the ordinary course of business. One of the Company’s ex-employees has made a claim against the Company. The Company is evaluating the validity of the claim, as the Company believes that such claim has limited merits and is hopeful to attain a positive outcome for such claim. Since the Company is still evaluating the claim, we are unable to quantify the amount such claim would be settled at, if at all settled. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS In October 2022, the Company was awarded a contract with Biomedical Advanced Research and Development Authority (BARDA) for the development of OT-101 therapeutic against long term effects of respiratory distress post COVID-19. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 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 September 30, 2022, and December 31, 2021 the Company held all its cash in banks. The Company considers investments in highly liquid instruments with a maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of September 30, 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. |
Investment in equity securities | Investment in equity securities The following table summarizes the cumulative gross unrealized gains and losses and fair values for long-term investments accounted for at fair value under the fair value option, with the unrealized gains and losses reported within earnings on the Condensed Consolidated Statements of Operation as of September 30, 2022. No similar investments were held by the Company at December 31, 2021: SCHEDULE OF UNREALIZED GAINS AND LOSSES Initial Book Value Cumulative Cumulative Fair September 30, 2022 Investment in GMP Bio (equity securities) $ 22,640,521 $ - $ - $ 22,640,521 Total $ 22,640,521 $ - $ - $ 22,640,521 The table below sets forth a summary of the recording of the initial value of the long-term value of investment in equity securities of GMP Bio, based on a third-party valuation report, and changes in the fair value of such equity securities, if such change occurs, as a Level 3 fair value as of September 30, 2022. The Company did not own similar long-term investments as of September 30, 2021: SUMMARY OF CHANGES IN FAIR VALUE OF LONG-TERM INVESTMENT IN EQUITY SECURITIES September 30, 2022 Balance at January 1, 2022 $ - Contribution at cost basis 5,689,044 Gain on derecognition of non-financial asset 16,951,477 Change in fair value - Balance at September, 2022 $ 22,640,521 |
Derivative Liability | Derivative Liability The Company has certain derivative liabilities associated with its 2019 bridge financing Convertible Notes (see Note 5), consisted of conversion feature derivatives at September 30, 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 September 30, 2022 and 2021: SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES September 30, 2022 September 30, 2021 Balance at January 1, 2022 and 2021 $ 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 (37,740 ) (239,278 ) Balance at September, 2022 and 2021 $ 302,550 $ 393,161 As of September 30, 2022, and December 31, 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 September 30, 2022: SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES September 30, 2022 Risk free interest 0.17% 2.69% Market price of share $ 0.07 0.23 Life of instrument in years 0.01 0.33 Volatility 99.80% 109.40% Dividend yield 0 % When the Company changes its valuation inputs for measuring financial liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the periods ended September 30, 2022 and 2021, respectively, there were no transfers of financial assets or financial liabilities between the hierarchy levels. The $ 2,625,000 |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share includes the effect of Common Stock equivalents (notes convertible into Common Stock, stock options and warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive. The Company has excluded from diluted loss per share the dilutive shares, since such inclusion would be anti-dilutive. |
Stock-Based Compensation | Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ ASC 718 For stock options issued to employees, members of the Board of Directors (the “ Board For warrants issued in connection with fund raising activities, the Company estimates the grant date fair value of each warrant using the Black-Scholes pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the warrant, the expected volatility of the Common Stock consistent with the expected life of the warrant, risk-free interest rates and expected dividend yields of the Common Stock. If the warrants are issued upon termination or cancellation of prior issued warrants, then the Company estimates the grant date fair value of the new warrants using the Black-Scholes pricing model and evaluates whether the new warrants are deemed as equity instruments or liability instruments. If the warrants are deemed to be equity instruments, the Company records stock compensation expense and an addition to additional paid in capital. If, however, the warrants are deemed to be liability instruments, then the fair value is treated as a deemed dividend and credited to additional paid in capital. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the three and nine months ended September 30, 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 and nine months ended September 30, 2022 and the year ended December 31, 2021, there were no 0.8 45 |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least once annually, at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the reporting unit. If, on the basis of qualitative factors, it is considered not more likely than not that the fair value of the reporting unit is less than the carrying amount, further testing of goodwill for impairment would not be required. Otherwise, goodwill impairment is tested using a two-step approach. The first step involves comparing the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit is determined to be greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is determined to be greater than the fair value, the second step must be completed to measure the amount of impairment, if any. The second step involves calculating the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit as determined in step one. The implied fair value of the goodwill in this step is compared to the carrying value of goodwill. If the implied fair value of the goodwill is less than the carrying value of the goodwill, an impairment loss equivalent to the difference is recorded. For the three and nine months ended September 30, 2022 and the year ended December 31, 2021 there were no 4.8 45 |
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 under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 “Derivatives and Hedging – Contracts in Entity’s Own Equity” provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. |
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 September 30, 2022 and December 31, 2021, the Company identified EdgePoint to be the Company’s sole VIE. At September 30, 2022 and December 31, 2021, the Company’s ownership percentage of EdgePoint was 29 29 14 0.1 |
Investments - Equity Method | Investments - Equity Method The Company accounts for equity method investments at cost, adjusted for the Company’s share of the investee’s earnings or losses, which are reflected in the consolidated statements of operations. The Company periodically reviews the investments for other than temporary declines in fair value below cost and more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The Investment in GMP Bio represents the investment into equity securities for which the Company elected the fair value option pursuant to ASC 825-10-15 and subsequent fair value changes in the GMP Bio shares shall be included in the result from other income. Refer to Note 6 to these Notes to the Consolidated Financial Statements. |
Joint Venture agreement | Joint Venture agreement We have equity interest in unconsolidated arrangement that is primarily engaged in the business of drug discovery, development, and commercialization, including but not limited to development and commercialization of TGF-beta therapeutics as well as establishing and operating contract development and manufacturing organization (“ CDMO We consolidate arrangements that are considered to be VIEs where we are the primary beneficiary. We analyze our investments in joint ventures to determine if the joint venture is considered a VIE and would require consolidation. We (i) evaluate the sufficiency of the total equity investment at risk, (ii) review the voting rights and decision-making authority of the equity investment holders as a group and whether there are limited partners (or similar owning entities) that lack substantive participating or kick out rights, guaranteed returns, protection against losses, or capping of residual returns within the group and (iii) establish whether activities within the venture are on behalf of an investor with disproportionately few voting rights in making this VIE determination. To the extent that we own interests in a VIE and we (i) have the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) have the obligation or rights to absorb losses or receive benefits that could potentially be significant to the VIE, then we would be determined to be the primary beneficiary and would consolidate the VIE. To the extent that we own interests in a VIE, then at each reporting period, we re-assess our conclusions as to which, if any, party within the VIE is considered the primary beneficiary. To the extent that our arrangements do not qualify as VIEs, they are consolidated if we control them through majority ownership interests or if we are the managing entity (general partner or managing member) and our partner does not have substantive participating rights. Control is further demonstrated by our ability to unilaterally make significant operating decisions, refinance debt, and sell the assets of the joint venture without the consent of the non-managing entity and the inability of the non-managing entity to remove us from our role as the managing entity. We use the equity method of accounting for those arrangements where we exercise significant influence but do not have control. Under the equity method of accounting, our investment in each arrangement is included on our consolidated balance sheet; however, the assets and liabilities of the joint ventures for which we use the equity method are not included on our consolidated balance sheet. When we sell or contribute properties to unconsolidated arrangements and retain a non-controlling ownership interest in such assets, we recognize the difference between the consideration received and the carrying amount of the asset sold or contributed when its derecognition criteria are met. The equity method investment we retain in such partial sale transactions is noncash consideration and is measured at fair value. As a result, the accounting for a partial sale will result in the recognition of a full gain or loss. When circumstances indicate there may have been a reduction in the value of an equity investment, we evaluate whether the loss in value is other than temporary. If we conclude it is other than temporary, we recognize an impairment charge to reflect the equity investment at fair value. The Company elected the fair value option under the fair value option Subsection of Section 825-10-15 to account for its equity-method investment as the Company believes that the fair value option is most appropriate for a company in the biotechnology industry, The fair value option is more appropriate for companies that are involved in extensive and usually very expensive research and development efforts, which are not appropriately reflected in the market value or reflective of the true value of the development activities of the company |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Under Topic 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: (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 Topic 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 upon achievement of certain pre-defined milestones, when there is no obligation of the Company achieve any performance obligations in connection with the said pre-defined milestones, or upon achievement of the performance obligations if the milestones require the Company to provide the performance obligations. The Company occasionally collects advance payments from customers toward commitments to provide services or performance obligations, in which case the advance payment is recorded as a liability until the obligations are fulfilled and revenue is recognized. |
Research & 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, if any. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF UNREALIZED GAINS AND LOSSES | SCHEDULE OF UNREALIZED GAINS AND LOSSES Initial Book Value Cumulative Cumulative Fair September 30, 2022 Investment in GMP Bio (equity securities) $ 22,640,521 $ - $ - $ 22,640,521 Total $ 22,640,521 $ - $ - $ 22,640,521 |
SUMMARY OF CHANGES IN FAIR VALUE OF LONG-TERM INVESTMENT IN EQUITY SECURITIES | SUMMARY OF CHANGES IN FAIR VALUE OF LONG-TERM INVESTMENT IN EQUITY SECURITIES September 30, 2022 Balance at January 1, 2022 $ - Contribution at cost basis 5,689,044 Gain on derecognition of non-financial asset 16,951,477 Change in fair value - Balance at September, 2022 $ 22,640,521 |
SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES | The table below sets forth a summary of the changes in the fair value of the Company’s derivative liabilities classified as Level 3 as of September 30, 2022 and 2021: SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES September 30, 2022 September 30, 2021 Balance at January 1, 2022 and 2021 $ 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 (37,740 ) (239,278 ) Balance at September, 2022 and 2021 $ 302,550 $ 393,161 |
SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES | SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES September 30, 2022 Risk free interest 0.17% 2.69% Market price of share $ 0.07 0.23 Life of instrument in years 0.01 0.33 Volatility 99.80% 109.40% Dividend yield 0 % |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | The following table summarizes the balances as of September 30, 2022 and December 31, 2021, of the intangible assets acquired, their useful life, and annual amortization: SCHEDULE OF INTANGIBLE ASSETS September 30, 2022 Remaining Estimated Intangible asset – Intellectual property $ 819,191 16.25 Intangible asset – Capitalization of license cost 190,989 16.25 1,010,180 Less Accumulated Amortization (201,180 ) Less: Derecognition of carrying value upon transfer of non-financial asset (809,000 ) Total $ - December 31, 2021 Remaining Estimated 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 September 30, 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 _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2022 December 31, 2021 Accounts payable $ 1,783,561 $ 1,927,749 Accrued expense 1,068,598 1,164,974 Accounts payable and accrued liabilities, current $ 2,852,159 $ 3,092,723 September 30, 2022 December 31, 2021 Accounts payable – related party $ 349,462 $ 403,423 |
CONVERTIBLE DEBENTURES, NOTES_2
CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE DEBENTURES AND NOTES, NET OF DISCOUNT | As of September 30, 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, NET OF DISCOUNT September 30, Convertible debentures 10% Convertible note payable, due April 23, 2022 – Bridge Investor $ 35,556 10% Convertible note payable, due April 23, 2022 – Related Party 164,444 10% Convertible note payable, due August 6, 2022 – Bridge Investor 200,000 400,000 Fall 2019 Notes 5% Convertible note payable – Stephen Boesch 122,708 5% Convertible note payable – Related Party 285,608 5% Convertible note payable – Dr. Sanjay Jha (Through his family trust) 285,128 5% Convertible note payable – CEO, CTO* & CFO – Related Parties 93,432 5% Convertible note payable – Bridge Investors 191,422 978,298 August 2021 Convertible Notes 5% Convertible note – Autotelic Inc– Related Party 264,426 5% Convertible note – Bridge investors 395,053 5% Convertible note – CFO – Related Party 79,328 738,807 JH Darbie PPM Debt 16% Convertible Notes - Non-related parties 2,305,370 16% Convertible Notes – CEO – Related Party 141,928 2,447,298 November/December 2021 & March 2022 Notes 12% Convertible Notes – Accredited Investors 304,683 Debt for Clinical Trials – GMP 2% Convertible Notes – GMP 4,637,096 May and June 2022 Note 12% Convertible Notes – Accredited Investors 288,540 Other Debt Short term debt – Bridge investors 243,916 Short term debt from CFO – Related Party 25,050 Short term debt – Autotelic Inc– Related Party 20,000 288,966 Accrued interest -2,401 Total of convertible debentures & notes and other debt $ 10,081,287 |
SCHEDULE OF CONVERTIBLE NOTES, NET OF DISCOUNT | As of September 30, 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, NET OF DISCOUNT September 30, 2022 December 31, 2021 Mast Hill Convertible note, 12% coupon November 21 $ - $ 250,000 Talos Victory Convertible note, 12% coupon November 2021 - 250,000 First Fire Convertible note, 12% coupon, December 2021 - 250,000 Blue Lake Convertible note, 12% coupon, December 2021 181,750 250,000 Fourth Man Convertible note, 12% coupon December 2021 110,000 250,000 Convertible notes, gross $ 291,750 $ 1,250,000 Less Debt discount recorded (500,000 ) (1,250,000 ) Amortization debt discount 386,734 76,994 Convertible notes, net $ 178,484 $ 76,994 September 30, 2022 Fourth Man Convertible note, 12% coupon March 2023 $ 250,000 Debt Discount (123,801 ) Convertible notes, net $ 126,199 September 30, 2022 Mast Hill Convertible note, 12% coupon May 2023 $ 605,000 Convertible notes, gross $ 605,000 Less Debt discount recorded (605,000 ) Amortization debt discount 196,188 Convertible notes, net $ 196,188 September 30, 2022 Blue Lake Convertible note, 12% coupon June 2023 $ 335,000 Convertible notes, gross $ 335,000 Less Debt discount recorded (333,271 ) Amortization debt discount 90,623 Convertible notes, net $ 92,352 |
PRIVATE PLACEMENT AND JH DARB_2
PRIVATE PLACEMENT AND JH DARBIE FINANCING (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement And Jh Darbie Financing | |
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 % Strike price $ 0.15 Expected Term 1 Expected volatility 115.1 % Risk-free interest rates 1.36 % Dividend yields 0.00 % |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
SCHEDULE OF COMPENSATION BASED STOCK OPTION ACTIVITY | Compensation based stock option activity for qualified and unqualified stock options are summarized as follows: SCHEDULE OF COMPENSATION BASED STOCK OPTION ACTIVITY Weighted For the nine months ended September 30, 2022 Average Shares Exercise Price Outstanding at January 1, 2022 16,592,620 $ 0.30 Expired or cancelled (2,359 ) 11.88 Issued 9,100,000 0.10 Outstanding at September 30, 2022 25,690,261 $ 0.23 |
SCHEDULE OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING AND EXERCISABLE | The following table summarizes information about options to purchase shares of the Company’s Common Stock outstanding and exercisable at September 30, 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 $ 0.01 0.15 16,250,000 9.4 $ 0.12 6,057,500 0.16 5,502,761 8.8 0.16 5,502,761 0.22 1,750,000 3.6 0.22 1,750,000 0.38 900,000 2.9 0.38 900,000 0.73 762,500 2.5 0.73 762,500 1.37 150,000 0.7 1.37 150,000 1.43 300,000 2.7 1.43 300,000 15.00 75,000 2.7 15.00 75,000 25,690,261 8.3 $ 0.30 15,497,761 |
SCHEDULE OF BLACK SCHOLES VALUATION ALLOWANCE MODEL | SCHEDULE OF BLACK SCHOLES VALUATION ALLOWANCE MODEL Strike price $ 0.15 Expected Term 1 Expected volatility 115.1 % Risk-free interest rates 1.36 % Dividend yields 0.00 % |
SCHEDULE OF WARRANTS ACTIVITY | The issuance of warrants to purchase shares of the Company’s Common Stock, including those attributed to debt issuances, as of September 30, 2022 are summarized as follows: SCHEDULE OF WARRANTS ACTIVITY Shares Average Exercise Price Outstanding at January 1, 2022 53,314,424 $ 0.20 Issued during the nine months ended September 30, 2022 38,623,816 0.15 0.20 Exercised / cancelled during the nine months ended September 30, 2022 (9,615,385 ) 0.13 Outstanding at September 30, 2022 82,322,855 $ 0.18 |
SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE | The following table summarizes information about warrants outstanding and exercisable at September 30, 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 0.50 $ 0.20 42,737,500 0.13 961,539 4.21 0.13 961,539 0.15 33,000,066 1.50 0.15 33,000,066 0.20 5,623,750 4.50 4.73 0.20 5,623,750 82,322,855 1.0 $ 0.18 82,322,855 |
Stock Options [Member] | |
SCHEDULE OF BLACK SCHOLES VALUATION ALLOWANCE MODEL | SCHEDULE OF ASSUMPTIONS TO ESTIMATE FAIR VALUE OF THE WARRANTS Strike price $ 0.10 Expected Term 1 Expected volatility 95.5 % Risk-free interest rates 3.12 % Dividend yields 0.00 % |
SCHEDULE OF UNREALIZED GAINS AN
SCHEDULE OF UNREALIZED GAINS AND LOSSES (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Investment in equity securities, initial book value | $ 22,640,521 | |
Investment in equity securities, unrealized gains | ||
Investment in equity securities, unrealized losses | ||
Investment in equity securities, fair value | 22,640,521 | |
GMP Bio [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Investment in equity securities, initial book value | 22,640,521 | |
Investment in equity securities, unrealized gains | ||
Investment in equity securities, unrealized losses | ||
Investment in equity securities, fair value | $ 22,640,521 |
SUMMARY OF CHANGES IN FAIR VALU
SUMMARY OF CHANGES IN FAIR VALUE OF LONG-TERM INVESTMENT IN EQUITY SECURITIES (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Accounting Policies [Abstract] | |
Balance at January 1, 2022 | |
Contribution at cost basis | 5,689,044 |
Gain on derecognition of non-financial asset | 16,951,477 |
Change in fair value | |
Balance at September, 2022 | $ 22,640,521 |
SUMMARY OF CHANGES IN FAIR VA_2
SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
Balance at January 1, 2022 and 2021 | $ 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 | (37,740) | (239,278) |
Balance at September, 2022 and 2021 | $ 302,550 | $ 393,161 |
SUMMARY OF ESTIMATE FAIR VALUE
SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Derivative Liability, Measurement Input | 0.17 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Derivative Liability, Measurement Input | 2.69 |
Measurement Input, Share Price [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Derivative Liability, Measurement Input | 0.07 |
Measurement Input, Share Price [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Derivative Liability, Measurement Input | 0.23 |
Measurement Input, Expected Term [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Derivative liability, measurement input term | 3 days |
Measurement Input, Expected Term [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Derivative liability, measurement input term | 3 months 29 days |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Derivative Liability, Measurement Input | 99.80 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Derivative Liability, Measurement Input | 109.40 |
Measurement Input, Expected Dividend Rate [Member] | |
Property, Plant and Equipment [Line Items] | |
Derivative Liability, Measurement Input | 0 |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 16 Months Ended | |||||||||||||||||
Sep. 30, 2022 | Aug. 31, 2022 | Jul. 30, 2022 | Jun. 30, 2022 | May 31, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | May 31, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Nov. 30, 2021 | |
Warrants Exercisable, exercisable number of warrants | 82,322,855 | 82,322,855 | 82,322,855 | 82,322,855 | |||||||||||||||||
Warrants issuance cost | $ 2,900,000 | ||||||||||||||||||||
Common shares issued for cash | $ 60,193 | $ 46,822 | $ 51,805 | $ 109,688 | $ 99,055 | ||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||
Proceeds from sales of common stock | $ 158,820 | $ 118,594 | |||||||||||||||||||
Proceeds from convertible debt | 983,175 | $ 300,000 | |||||||||||||||||||
Convertible notes into common stock, shares | 4,025,000 | ||||||||||||||||||||
Net accumulated losses | $ 20,636,647 | $ 31,021,050 | $ 20,636,647 | 20,636,647 | $ 20,636,647 | ||||||||||||||||
Working capital deficit | 15,900,000 | $ 15,900,000 | 15,900,000 | $ 15,900,000 | |||||||||||||||||
Net cash provided by used in operations | 1,400,000 | ||||||||||||||||||||
First Fire Note [Member] | |||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 35,000 | ||||||||||||||||||||
Conversion of Stock, Shares Issued | 500,000 | ||||||||||||||||||||
Note Holders [Member] | |||||||||||||||||||||
Number of shares of common stock | 3,041,958 | ||||||||||||||||||||
Oncotelic Warrant [Member] | |||||||||||||||||||||
Number of shares of common stock | 33,000,000 | ||||||||||||||||||||
Warrants Exercisable, exercisable number of warrants | 50,000 | ||||||||||||||||||||
JH Darbie & Co Inc [Member] | |||||||||||||||||||||
Sale of stock, number of shares issued in transaction | 100 | ||||||||||||||||||||
Peak One Opportunity Fund, L.P [Member] | |||||||||||||||||||||
Number of shares of common stock | 300,000 | 300,000 | 300,000 | ||||||||||||||||||
Proceeds from sales of common stock | $ 23,000 | $ 47,000 | $ 52,000 | ||||||||||||||||||
Fourth Man LLC [Member] | |||||||||||||||||||||
Debt conversion, value | $ 140,000 | $ 140,000 | |||||||||||||||||||
Convertible notes into common stock, shares | 2,025,000 | 2,025,000 | |||||||||||||||||||
Blue Lake Partners LLC [Member] | |||||||||||||||||||||
Debt conversion, value | $ 68,250 | $ 68,250 | |||||||||||||||||||
Convertible notes into common stock, shares | 1,428,571 | 1,428,571 | |||||||||||||||||||
Supplemental Agreement [Member] | Golden Mountain Partners LLC [Member] | |||||||||||||||||||||
Investment Company, General Partner Advisory Service | $ 1,200,000 | ||||||||||||||||||||
Equity Purchase Agreement [Member] | |||||||||||||||||||||
Number of shares of common stock | 4,700,000 | ||||||||||||||||||||
Proceeds from sales of common stock | $ 600,000 | ||||||||||||||||||||
Equity Purchase Agreement [Member] | Peak One Opportunity Fund, L.P [Member] | |||||||||||||||||||||
Common shares issued for cash | $ 10,000,000 | ||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | ||||||||||||||||||||
Note Purchase Agreements [Member] | |||||||||||||||||||||
Proceeds from sales of common stock | $ 690,825 | ||||||||||||||||||||
Note Purchase Agreements [Member] | Autotelic Inc [Member] | |||||||||||||||||||||
Debt instrument, face amount | $ 698,500 | ||||||||||||||||||||
Securities Purchase Agreements [Member] | |||||||||||||||||||||
Debt instrument, face amount | $ 340,000 | $ 600,000 | $ 250,000 | $ 340,000 | $ 250,000 | $ 250,000 | |||||||||||||||
Proceeds from convertible debt | $ 1,250,000 | ||||||||||||||||||||
Securities Purchase Agreements [Member] | JH Darbie & Co Inc [Member] | |||||||||||||||||||||
Proceeds from convertible debt | $ 1,250,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Impairment loss of long lived assets | $ 0 | $ 0 | $ 0 |
Impairment of intangible assets | 0 | 0 | 0 |
Gain loss on intangible assets | 800,000 | 800,000 | |
Goodwill impairment loss | 0 | $ 0 | $ 0 |
Variable interest entity percentage | 29% | 29% | |
Assets | 40,236,762 | $ 40,236,762 | $ 23,613,351 |
Consolidated Entity, Excluding Consolidated VIE [Member] | |||
Assets | $ 14,000 | $ 14,000 | $ 100,000 |
OT-101 [Member] | |||
Ownership percentage | 45% | 45% | |
Goodwill impairment loss | $ 4,800,000 | $ 4,800,000 | |
Fair Value, Inputs, Level 3 [Member] | PointR [Member] | |||
Contigent consideration | $ 2,625,000 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 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) |
Less: Derecognition of carrying value upon sale of asset | (809,000) | |
Intangible asset, net | 821,841 | |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross | $ 819,191 | $ 819,191 |
Finite-Lived Intangible Asset, Useful Life | 16 years 3 months | 17 years |
License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross | $ 190,989 | $ 190,989 |
Finite-Lived Intangible Asset, Useful Life | 16 years 3 months | 17 years |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Apr. 30, 2018 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Nov. 30, 2019 | Apr. 30, 2019 | |
Goodwill [Line Items] | ||||||||
Goodwill | $ 16,182,457 | $ 16,182,457 | $ 21,062,455 | |||||
Goodwill impairment loss | 0 | 0 | 0 | |||||
Amortization of identifiable intangible assets | 0 | $ 12,841 | 12,841 | $ 38,524 | ||||
Derecognition of carrying value upon sale of asset | 800,000 | 800,000 | ||||||
Intangible asset, net | 821,841 | |||||||
Intangible asset, gross | 1,010,180 | 1,010,180 | 1,010,180 | |||||
Less Accumulated Amortization | (201,180) | (201,180) | (188,339) | |||||
Intellectual Property [Member] | ||||||||
Goodwill [Line Items] | ||||||||
Intangible asset, gross | 819,191 | 819,191 | 819,191 | |||||
Research and Development Expense [Member] | ||||||||
Goodwill [Line Items] | ||||||||
Intangible asset, net | 1,101,760 | 1,101,760 | 1,101,760 | |||||
Intangible asset, gross | 1,377,200 | 1,377,200 | 1,377,200 | |||||
Less Accumulated Amortization | (275,440) | (275,440) | (275,440) | |||||
Research and Development Expense [Member] | Intellectual Property [Member] | ||||||||
Goodwill [Line Items] | ||||||||
Intangible asset, gross | 1,377,200 | 1,377,200 | $ 1,377,200 | |||||
Merger Agreement [Member] | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill | $ 4,900,000 | 4,900,000 | $ 4,879,999 | |||||
Goodwill impairment loss | $ 4,900,000 | |||||||
Merger Agreement [Member] | PointR [Member] | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill | $ 16,182,456 | |||||||
Assignment And Assumption Agreement [Member] | Autotelic Inc [Member] | ||||||||
Goodwill [Line Items] | ||||||||
Stock issued during period, shares, acquisitions | 204,798 | |||||||
Stock issued during period, value, acquisitions | $ 819,191 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,783,561 | $ 1,927,749 |
Accrued expense | 1,068,598 | 1,164,974 |
Accounts payable and accrued liabilities, current | 2,852,159 | 3,092,723 |
Accounts payable – related party | $ 349,462 | $ 403,423 |
SCHEDULE OF CONVERTIBLE DEBENTU
SCHEDULE OF CONVERTIBLE DEBENTURES AND NOTES, NET OF DISCOUNT (Details) | Sep. 30, 2022 USD ($) |
Short-Term Debt [Line Items] | |
Other debt | $ 288,966 |
Accrued interest | (2,401) |
Total of debentures, notes and other debt | 10,081,287 |
Bridge Investor [Member] | |
Short-Term Debt [Line Items] | |
Other debt | 243,916 |
5% Convertible Note Payable - Stephen Boesch [Member] | |
Short-Term Debt [Line Items] | |
Convertible note payable | 122,708 |
5% Convertible Note Payable - Related Party [Member] | |
Short-Term Debt [Line Items] | |
Convertible note payable | 285,608 |
5% Convertible Note Payable - Sanjay Jha [Member] | |
Short-Term Debt [Line Items] | |
Convertible note payable | 285,128 |
Five Percent Convertible Note Payable C E O C T Oand C F O Related Parties [Member] | |
Short-Term Debt [Line Items] | |
Convertible note payable | 93,432 |
5% Convertible note payable - Bridge Investors [Member] | |
Short-Term Debt [Line Items] | |
Convertible note payable | 191,422 |
5% Convertible Note Payable [Member] | |
Short-Term Debt [Line Items] | |
Convertible note payable | 978,298 |
5% Convertible note Autotelic Inc Related Party [Member] | August 2021 Convertible Notes [Member] | |
Short-Term Debt [Line Items] | |
Convertible note payable | 264,426 |
5% Convertible Note - Bridge Investors [Member] | August 2021 Convertible Notes [Member] | |
Short-Term Debt [Line Items] | |
Convertible note payable | 395,053 |
5% Convertible note CFO Related Party [Member] | August 2021 Convertible Notes [Member] | |
Short-Term Debt [Line Items] | |
Convertible note payable | 79,328 |
5% Convertible Note [Member] | August 2021 Convertible Notes [Member] | |
Short-Term Debt [Line Items] | |
Convertible note payable | 738,807 |
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 | 304,683 |
Debt Clinical Trials GMP Convertible Note [Member] | |
Short-Term Debt [Line Items] | |
Convertible note payable | 4,637,096 |
12% Convertible Note - Accredited Investors [Member] | |
Short-Term Debt [Line Items] | |
Convertible note payable | 288,540 |
Autotelic [Member] | |
Short-Term Debt [Line Items] | |
Other debt | 20,000 |
10% Convertible Note Payable Due April 23, 2022 [Member] | Related Party [Member] | |
Short-Term Debt [Line Items] | |
Convertible note payable | 164,444 |
10% Convertible Note Payable Due April 23, 2022 [Member] | Bridge Investor [Member] | |
Short-Term Debt [Line Items] | |
Convertible note payable | 35,556 |
10% Convertible Note Payable Due August 6, 2022 [Member] | Bridge Investor [Member] | |
Short-Term Debt [Line Items] | |
Convertible note payable | 200,000 |
10% Convertible Note Payable [Member] | |
Short-Term Debt [Line Items] | |
Convertible note payable | 400,000 |
16% Convertible Notes [Member] | JH Darbie PPM Debt [Member] | |
Short-Term Debt [Line Items] | |
Convertible note payable | 2,447,298 |
16% Convertible Notes [Member] | Non-related Parties [Member] | JH Darbie PPM Debt [Member] | |
Short-Term Debt [Line Items] | |
Convertible note payable | 2,305,370 |
16% Convertible Notes [Member] | Chief Financial Officer [Member] | JH Darbie PPM Debt [Member] | |
Short-Term Debt [Line Items] | |
Convertible note payable | $ 141,928 |
SCHEDULE OF CONVERTIBLE NOTES,
SCHEDULE OF CONVERTIBLE NOTES, NET OF DISCOUNT (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Convertible notes, gross | $ 291,750 | $ 1,250,000 |
Less Debt discount recorded | (500,000) | (1,250,000) |
Amortization debt discount | 386,734 | 76,994 |
Convertible notes, net | 178,484 | 76,994 |
Fourth Man Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Less Debt discount recorded | (123,801) | |
Convertible notes, net | 126,199 | |
Fourth Man Convertible Note [Member] | 12% coupon March 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, net | 250,000 | |
May 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, gross | 605,000 | |
Less Debt discount recorded | (605,000) | |
Amortization debt discount | 196,188 | |
Convertible notes, net | 196,188 | |
June 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, gross | 335,000 | |
Less Debt discount recorded | (333,271) | |
Amortization debt discount | 90,623 | |
Convertible notes, net | 92,352 | |
Mast Hill [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, gross | 250,000 | |
Mast Hill [Member] | May 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, gross | 605,000 | |
Talos Victory [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, gross | 250,000 | |
First Fire [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, gross | 250,000 | |
Blue Lake [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, gross | 181,750 | 250,000 |
Fourth Man [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, gross | 110,000 | $ 250,000 |
Blue Lake Partners LLC [Member] | June 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, gross | $ 335,000 |
CONVERTIBLE DEBENTURES, NOTES_3
CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Aug. 06, 2019 | Sep. 30, 2022 | Aug. 31, 2022 | Jun. 30, 2022 | May 31, 2022 | Mar. 31, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2019 | Apr. 30, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2021 | Jun. 30, 2020 | |
Short-Term Debt [Line Items] | ||||||||||||||||||||
Beneficial conversion feature | $ 570,717 | $ 605,719 | ||||||||||||||||||
Amortization of debt issuance costs and discounts | 1,560,173 | 1,059,525 | ||||||||||||||||||
Debt instrument, unamortized discount | $ 386,734 | $ 76,994 | $ 386,734 | 386,734 | $ 76,994 | |||||||||||||||
Gross proceeds from convertible debt | 983,175 | 300,000 | ||||||||||||||||||
Debt instrument accrued interest | 978,299 | 946,424 | ||||||||||||||||||
Repayments of debt | 500,000 | 100,000 | ||||||||||||||||||
Accrued interest | 30,000 | 10,300 | 30,000 | 30,000 | 10,300 | |||||||||||||||
Proceeds from sales of common stock | $ 158,820 | 118,594 | ||||||||||||||||||
Share price | $ 0.15 | |||||||||||||||||||
Shares granted | 9,100,000 | |||||||||||||||||||
Convertible notes into common stock, shares | 4,025,000 | |||||||||||||||||||
Interest expenses | $ 150,000 | 0 | ||||||||||||||||||
Original debt discount | 774,600 | 0 | ||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | (257,810) | (27,504) | ||||||||||||||||||
Golden Mountain Partners LLC [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Interest expense, debt | 66,500 | 10,600 | ||||||||||||||||||
Accrued interest | $ 4,637,096 | 4,069,781 | 4,637,096 | $ 4,637,096 | 4,069,781 | |||||||||||||||
Blue Lake Partners LLC [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Convertible notes into common stock, shares | 1,428,571 | 1,428,571 | ||||||||||||||||||
Debt conversion, value | $ 68,250 | $ 68,250 | ||||||||||||||||||
Fourth Man LLC [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Convertible notes into common stock, shares | 2,025,000 | 2,025,000 | ||||||||||||||||||
Debt conversion, value | $ 140,000 | $ 140,000 | ||||||||||||||||||
Autotelic [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Additional funding to related party | 20,000 | 20,000 | 20,000 | |||||||||||||||||
Repayment of related party | 20,000 | 20,000 | ||||||||||||||||||
Debt Financing [Member] | Golden Mountain Partners LLC [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Proceeds from lines of credit | $ 500,000 | |||||||||||||||||||
Fall 2019 Debt Financing [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Gross proceeds from convertible debt | $ 500,000 | |||||||||||||||||||
Debt financing | $ 1,000,000 | |||||||||||||||||||
Fall 2019 Notes [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt financing | 850,000 | 850,000 | 850,000 | 850,000 | 850,000 | |||||||||||||||
Interest expense, debt | 10,625 | 10,625 | 31,875 | 32,787 | ||||||||||||||||
Repayments of debt | 0 | 0 | ||||||||||||||||||
GMP Note [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt financing | $ 2,000,000 | |||||||||||||||||||
Interest rate | 2% | |||||||||||||||||||
GMP Note 2 [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt financing | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||||
Interest rate | 2% | 2% | ||||||||||||||||||
First Tranche [Member] | Debt Financing [Member] | Golden Mountain Partners LLC [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Line of credit facility periodic payment | 500,000 | |||||||||||||||||||
Mast Hill Convertible Note [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, unamortized discount | 196,200 | 196,200 | $ 0 | 196,200 | $ 0 | |||||||||||||||
Accrued Liabilities | 72,600 | 72,600 | 0 | 72,600 | 0 | |||||||||||||||
Blue Lake Convertible Note [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, unamortized discount | 90,620 | 90,620 | 0 | 90,620 | 0 | |||||||||||||||
Accrued Liabilities | 40,200 | 40,200 | 0 | 40,200 | 0 | |||||||||||||||
Unsecured Convertible Note Purchase Agreement [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Interest rate | 2% | |||||||||||||||||||
Convertible debt | $ 500,000 | $ 500,000 | ||||||||||||||||||
Note Purchase Agreements [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Convertible notes, net | $ 698,500 | |||||||||||||||||||
Proceeds from sales 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 $ | |||||||||||||||||||
Debt conversion price | $ 0.18 | |||||||||||||||||||
Note Purchase Agreement [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Interest expense, debt | 8,700 | $ 5,400 | 26,050 | 5,400 | ||||||||||||||||
Accrued interest | 40,300 | 14,260 | 40,300 | 40,300 | 14,260 | |||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Amortization of debt issuance costs and discounts | 800,000 | |||||||||||||||||||
Long-Term debt, gross | 400,000 | 400,000 | 400,000 | |||||||||||||||||
March 2022 [Member] | Note Purchase Agreement [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Interest expense, debt | 63,000 | 126,000 | ||||||||||||||||||
Accrued interest | 7,500 | 15,100 | ||||||||||||||||||
Bridge Investor [Member] | Convertible Debentures [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Derivative liability | 300,000 | 300,000 | 300,000 | |||||||||||||||||
Bridge Investor [Member] | Bridge Investor [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Credit risk derivative liabilities, at fair value | 38,000 | 38,000 | 38,000 | |||||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Beneficial conversion feature | $ 28,445 | |||||||||||||||||||
Amortization of debt issuance costs and discounts | 4,400 | 1,400 | ||||||||||||||||||
Debt instrument, unamortized discount | 0 | 4,400 | 0 | 0 | 4,400 | |||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Beneficial conversion feature | $ 175,000 | |||||||||||||||||||
Amortization of debt issuance costs and discounts | 11,700 | 6,300 | ||||||||||||||||||
Debt instrument, unamortized discount | 0 | 12,000 | 0 | 0 | 12,000 | |||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | 400,000 | |||||||||||||||||||
Vyoung Trieu [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Repayment of related party | $ 50,000 | |||||||||||||||||||
Vyoung Trieu [Member] | Convertible Debt [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | 164,444 | |||||||||||||||||||
Beneficial conversion feature | 131,555 | |||||||||||||||||||
Amortization of debt issuance costs and discounts | 19,500 | $ 2,743 | ||||||||||||||||||
Debt instrument, unamortized discount | 0 | 19,000 | 16,444 | 0 | $ 0 | 19,000 | ||||||||||||||
Gross proceeds from convertible debt | $ 148,000 | |||||||||||||||||||
Third Party [Member] | GMP Note [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt financing | $ 2,000,000 | |||||||||||||||||||
Third Party [Member] | GMP Note [Member] | Maximum [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt financing | $ 2,000,000 | |||||||||||||||||||
Five Institutional Investors [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 1,250,000 | $ 1,250,000 | ||||||||||||||||||
Interest rate | 12% | 12% | ||||||||||||||||||
Debt conversion price | $ 0.07 | $ 0.07 | ||||||||||||||||||
Interest rate, effective percentage | 16% | 16% | ||||||||||||||||||
Convertible warrants | 9,615,385 | 9,615,385 | ||||||||||||||||||
Share price | $ 0.13 | $ 0.13 | ||||||||||||||||||
Placement Agent [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Shares granted | 83,750 | 302,500 | 125,000 | 961,540 | ||||||||||||||||
Fourth Man LLC [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Convertible notes into common stock, shares | 2,025,000 | |||||||||||||||||||
Debt conversion, value | $ 140,000 | |||||||||||||||||||
Fourth Man LLC [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 250,000 | |||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||
Debt conversion price | $ 0.10 | |||||||||||||||||||
Interest rate, effective percentage | 16% | |||||||||||||||||||
Convertible warrants | 1,250,000 | |||||||||||||||||||
Share price | $ 0.20 | |||||||||||||||||||
Mast Hill [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Convertible notes into common stock, shares | 4,025,000 | |||||||||||||||||||
Debt conversion, value | $ 100,000 | |||||||||||||||||||
Extinguishment of debt, amount | 258,100 | |||||||||||||||||||
Accredited Investor [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 250,000 | |||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||
Debt conversion price | $ 0.10 | |||||||||||||||||||
Interest rate, effective percentage | 16% | |||||||||||||||||||
Convertible warrants | 1,250,000 | |||||||||||||||||||
Share price | $ 0.20 | |||||||||||||||||||
One Institutional Investors [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 335,000 | $ 605,000 | ||||||||||||||||||
Interest rate | 12% | 12% | ||||||||||||||||||
Debt conversion price | $ 0.10 | $ 0.10 | ||||||||||||||||||
Interest rate, effective percentage | 16% | 16% | ||||||||||||||||||
Convertible warrants | 837,500 | 3,025,000 | ||||||||||||||||||
Share price | $ 0.20 | $ 0.20 | ||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 258,100 | |||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 0 | $ 20,000 | $ 0 | 0 | $ 20,000 | |||||||||||||||
Repayments of debt | 20,000 | |||||||||||||||||||
Additional funding to related party | $ 120,000 | 120,000 | 70,000 | $ 250,000 | ||||||||||||||||
Repayment of related party | 50,000 | |||||||||||||||||||
CFO [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Repayment of related party | 45,000 | |||||||||||||||||||
Repayments of Short-Term Debt | $ 20,000 | $ 25,000 | ||||||||||||||||||
Short-Term Debt, Average Outstanding Amount | $ 25,000 | $ 45,000 |
JOINT VENTURE WITH GMP BIO AN_2
JOINT VENTURE WITH GMP BIO AND AFFILIATES, EQUITY METHOD INVESTMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | Aug. 31, 2022 | Dec. 31, 2021 | |
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 | $ 11,300,000 | $ 11,300,000 | ||
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 approximately $27.7 million, 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. | |||
Goodwill | 16,182,457 | $ 16,182,457 | $ 21,062,455 | |
Investment Owned, at Fair Value | 22,640,521 | 22,640,521 | ||
Gain (Loss) on Disposition of Intangible Assets | 800,000 | 800,000 | ||
Golden Mountain Partners LLC [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Funding obligation | $ 250,000 | |||
R And D Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Right obligations JVA | 22,700,000 | 22,700,000 | ||
License Agreement [Member] | GMP Note [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Gain (Loss) on Disposition of Intangible Assets | 17,000,000 | |||
License Agreement [Member] | Golden Mountain Partners LLC [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Intangible Assets, Current | 800,000 | 800,000 | ||
Goodwill | 4,900,000 | 4,900,000 | ||
Intangible Assets, Net (Excluding Goodwill) | 5,700,000 | 5,700,000 | ||
Investment Owned, at Fair Value | $ 22,600,000 | $ 22,600,000 |
SCHEDULE OF FAIR VALUE WARRANTS
SCHEDULE OF FAIR VALUE WARRANTS ESTIMATED USING BLACK SCHOLES VALUATION MODEL (Details) | Sep. 30, 2022 | Mar. 31, 2022 $ / shares | Jun. 30, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected Term | 1 year | ||
Strike price | $ 0.15 | ||
Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected Term | 1 year | 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 | ||
Measurement Input, Price Volatility [Member] | Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of warrant measurement percentage | 164.8 | ||
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 | ||
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 | ||
Measurement Input, Expected Dividend Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of warrant measurement percentage | 0 | 0 |
PRIVATE PLACEMENT AND JH DARB_3
PRIVATE PLACEMENT AND JH DARBIE FINANCING (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Jun. 30, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | |
Proceeds from private placement | $ (25,000) | $ 1,613,200 | |||||||
Number of convertible promissory note converted shares | 4,025,000 | ||||||||
Warrants to purchase common stock | 82,322,855 | ||||||||
Warrant term | 1 year | ||||||||
Non-controlling interests | $ (160,707) | $ 202,758 | |||||||
Amortization of debt discount and debt issuance costs | 774,600 | 0 | |||||||
Interest Expense [Member] | |||||||||
Amortization of debt discount and debt issuance costs | $ 71,000 | $ 900,000 | |||||||
Edgepoint AI, Inc [Member] | |||||||||
Non-controlling interests | $ 1,000,000 | $ 1,000,000 | |||||||
Edgepoint AI, Inc [Member] | Warrant [Member] | |||||||||
Warrants exercise price | $ 1 | ||||||||
JH Darbie & Co Inc [Member] | |||||||||
Sale of transaction shares | 100 | ||||||||
JH Darbie & Co Inc [Member] | Warrant [Member] | |||||||||
Warrants exercise price | $ 0.20 | ||||||||
Warrant term | 3 years | ||||||||
JH Darbie & Co Inc [Member] | Warrant [Member] | Private Placement [Member] | |||||||||
Warrants to purchase common stock | 2,035,000 | ||||||||
Warrants exercise price | $ 0.21 | ||||||||
Aadditional paid-in capital on relative fair value | $ 700,000 | ||||||||
Investor [Member] | |||||||||
Warrants to purchase common stock | 33,000,000 | ||||||||
Warrants exercise price | $ 0.15 | ||||||||
Warrant term | 2 years | ||||||||
Warrants to purchase common stock | 33,000,066 | ||||||||
Warrant maturity date | Feb. 09, 2024 | ||||||||
Warrants to purchase common stock, description | 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 | ||||||||
Fair value adjustment of warrants | $ 2,900,000 | $ 2,900,000 | |||||||
JH Darbie Placement Agreement [Member] | |||||||||
Sale of transaction shares | 10 | ||||||||
Issuance costs | $ 640,000 | $ 640,000 | |||||||
Legal costs | $ 39,000 | ||||||||
Percentage of units granted | 10% | ||||||||
Interest rate | 16% | ||||||||
JH Darbie Placement Agreement [Member] | Edgepoint AI, Inc [Member] | |||||||||
Number of common stock issued | 25,000 | ||||||||
Shares issued price per share | $ 1 | $ 1 | |||||||
Conversion price | 1 | 1 | |||||||
JH Darbie Placement Agreement [Member] | Edgepoint AI, Inc [Member] | Warrant [Member] | |||||||||
Shares issued price per share | $ 0.20 | $ 0.20 | |||||||
Warrants to purchase common stock | 50,000 | 50,000 | |||||||
Warrants exercise price | $ 1 | $ 1 | |||||||
Warrant term | 3 years | 3 years | |||||||
JH Darbie Placement Agreement [Member] | Edgepoint AI, Inc [Member] | Maximum [Member] | |||||||||
Conversion price | $ 0.18 | $ 0.18 | |||||||
JH Darbie Placement Agreement [Member] | Edgepoint AI, Inc [Member] | One Convertible Promissory Note [Member] | |||||||||
Number of convertible promissory note converted shares | 25,000 | ||||||||
Conversion price | 1 | $ 1 | |||||||
JH Darbie Placement Agreement [Member] | Edgepoint AI, Inc [Member] | One Convertible Promissory Note [Member] | Maximum [Member] | |||||||||
Number of convertible promissory note converted shares | 138,889 | ||||||||
Conversion price | $ 0.18 | $ 0.18 | |||||||
JH Darbie Placement Agreement [Member] | Accredited Investors [Member] | |||||||||
Sale of transaction shares | 100 | ||||||||
Proceeds from private placement | $ 5,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Apr. 30, 2019 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2021 | Oct. 31, 2015 | |
Debt instrument original issue discount | $ 386,734 | $ 386,734 | $ 76,994 | ||||||||||
Proceeds from convertible debt | 983,175 | $ 300,000 | |||||||||||
Number of private placement unit, value | 60,193 | $ 46,822 | $ 51,805 | $ 109,688 | $ 99,055 | ||||||||
Chief Executive Officer [Member] | |||||||||||||
Due to related party | 120,000 | $ 70,000 | $ 250,000 | ||||||||||
Debt instrument face amount | 0 | 0 | 20,000 | ||||||||||
Repayments of Related Party Debt | 50,000 | ||||||||||||
Vyoung Trieu [Member] | |||||||||||||
Additional short-term funding for related party | 70,000 | ||||||||||||
Repayments of Related Party Debt | $ 50,000 | ||||||||||||
Common shares issued for cash, shares | 5 | ||||||||||||
Number of private placement unit, value | $ 250,000 | ||||||||||||
Vyoung Trieu [Member] | Fall 2019 Note [Member] | |||||||||||||
Debt instrument face amount | $ 250,000 | ||||||||||||
Debt instrument converted value | 35,000 | ||||||||||||
Vyoung Trieu [Member] | Convertible Debt [Member] | |||||||||||||
Debt instrument face amount | 164,444 | ||||||||||||
Debt instrument original issue discount | 16,444 | 0 | 0 | 19,000 | |||||||||
Proceeds from convertible debt | $ 148,000 | ||||||||||||
Autotelic Inc [Member] | |||||||||||||
Proceeds from short term debt | $ 120,000 | ||||||||||||
Autotelic Inc [Member] | August Two Thousand And Twenty One Note [Member] | |||||||||||||
Debt instrument converted value | 250,000 | ||||||||||||
Proceeds from short term debt | 270,000 | ||||||||||||
Short-term loan | $ 20,000 | ||||||||||||
Master Service Agreement [Member] | Autotelic Inc [Member] | |||||||||||||
Related party transaction, expenses from transactions with related party | 10,000 | 61,000 | 77,000 | 220,000 | |||||||||
Master Service Agreement [Member] | Autotelic Inc [Member] | Chief Executive Officer [Member] | |||||||||||||
Due to related party | 500,000 | 500,000 | |||||||||||
Master Service Agreement [Member] | Autotelic Inc [Member] | Vyoung Trieu [Member] | Maximum [Member] | |||||||||||||
Equity interest rate | 10% | ||||||||||||
Artius Consulting Agreement [Member] | |||||||||||||
Related party transaction, expenses from transactions with related party | 0 | 0 | 0 | 0 | |||||||||
Maida Consulting Agreement [Member] | Dr. Maida [Member] | |||||||||||||
Related party transaction, expenses from transactions with related party | $ 0 | $ 45,000 | $ 75,000 | $ 135,000 |
EQUITY PURCHASE AGREEMENT AND_2
EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Jul. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Proceeds from issuance cost for common stock | $ 158,820 | $ 118,594 | ||||||||
Peak One Opportunity Fund, L.P [Member] | ||||||||||
Number of common stock issued | 300,000 | 300,000 | 300,000 | |||||||
Proceeds from issuance cost for common stock | $ 23,000 | $ 47,000 | $ 52,000 | |||||||
Common Stock [Member] | ||||||||||
Number of common stock issued | 700,000 | 300,000 | 300,000 | 900,000 | 400,000 | |||||
Common Stock [Member] | Peak One Opportunity Fund, L.P [Member] | Registration Rights Agreement [Member] | ||||||||||
Number of common stock issued | 1,300,000 | 1,300,000 | ||||||||
Proceeds from issuance cost for common stock | $ 200,000 | $ 200,000 | ||||||||
Common Stock [Member] | Peak One Opportunity Fund, L.P [Member] | Registration Rights Agreement [Member] | Minimum [Member] | ||||||||||
Shares issued price per share | $ 0.09 | $ 0.11 | $ 0.09 | $ 0.11 | ||||||
Common Stock [Member] | Peak One Opportunity Fund, L.P [Member] | Registration Rights Agreement [Member] | Maximum [Member] | ||||||||||
Shares issued price per share | $ 0.25 | $ 0.23 | $ 0.25 | $ 0.23 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | Jul. 30, 2022 | Jun. 30, 2022 | May 31, 2022 | Mar. 31, 2022 | Jan. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Proceeds from issuance cost for common stock | $ 158,820 | $ 118,594 | ||||||||
Debt instrument converted value | 4,025,000 | |||||||||
Peak One Opportunity Fund, L.P [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of shares of common stock | 300,000 | 300,000 | 300,000 | |||||||
Proceeds from issuance cost for common stock | $ 23,000 | $ 47,000 | $ 52,000 | |||||||
Blue Lake [Member] | Warrant [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of shares of common stock | 1,403,326 | |||||||||
Number of exchange of warrants shares | 1,923,077 | |||||||||
Mast Hill Fund, LP [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Debt instrument converted value | $ 280,000 | |||||||||
Debt instrument converted value | 4,025,000 | |||||||||
FirstFire Global Opportunities Fund, LLC [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of shares of common stock | 1,183,400 | |||||||||
Number of exchange of warrants shares | 1,923,077 | |||||||||
Conversion of repayment of convertible debt | 500,000 | |||||||||
Repayment of convertible debt | $ 35,000 | |||||||||
EPL [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 400,000 | |||||||||
Sale of Stock, Consideration Received on Transaction | $ 38,000 | |||||||||
Five Investors [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of shares of common stock | 3,041,958 | |||||||||
Number of exchange of warrants shares | 5,769,231 | |||||||||
Fourth Man LLC [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Debt instrument converted value | $ 140,000 | |||||||||
Debt instrument converted value | 2,025,000 | |||||||||
Debt conversion amount | $ 280,000 | |||||||||
Blue Lake Partners LLC [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Debt instrument converted value | $ 100,000 | |||||||||
Debt instrument converted value | 1,428,571 | |||||||||
Debt conversion amount | $ 100,000 |
SCHEDULE OF COMPENSATION BASED
SCHEDULE OF COMPENSATION BASED STOCK OPTION ACTIVITY (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Compensation Related Costs [Abstract] | |
Options outstanding, beginning balance | shares | 16,592,620 |
Weighted average exercise price outstanding, beginning balance | $ / shares | $ 0.30 |
Options outstanding, expired or cancelled | shares | (2,359) |
Weighted average exercise price outstanding,expired or cancelled | $ / shares | $ 11.88 |
Options outstanding, issued | shares | 9,100,000 |
Weighted average exercise price outstanding,issued | $ / shares | $ 0.10 |
Options outstanding, ending balance | shares | 25,690,261 |
Weighted average exercise price outstanding,ending balance | $ / shares | $ 0.23 |
SCHEDULE OF OPTIONS TO PURCHASE
SCHEDULE OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING AND EXERCISABLE (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of outstanding options | shares | 25,690,261 |
Weighted average remaining life In years | 8 years 3 months 18 days |
Weighted-average exercise price | $ / shares | $ 0.30 |
Number exercisable | shares | 15,497,761 |
Exercise Price 1 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of outstanding options | shares | 16,250,000 |
Weighted average remaining life In years | 9 years 4 months 24 days |
Weighted-average exercise price | $ / shares | $ 0.12 |
Number exercisable | shares | 6,057,500 |
Exercise Price 1 [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 0.01 |
Exercise Price 1 [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | 0.15 |
Exercise Price 2 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 0.16 |
Number of outstanding options | shares | 5,502,761 |
Weighted average remaining life In years | 8 years 9 months 18 days |
Weighted-average exercise price | $ / shares | $ 0.16 |
Number exercisable | shares | 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 | shares | 1,750,000 |
Weighted average remaining life In years | 3 years 7 months 6 days |
Weighted-average exercise price | $ / shares | $ 0.22 |
Number exercisable | shares | 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 | shares | 900,000 |
Weighted average remaining life In years | 2 years 10 months 24 days |
Weighted-average exercise price | $ / shares | $ 0.38 |
Number exercisable | shares | 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 | shares | 762,500 |
Weighted average remaining life In years | 2 years 6 months |
Weighted-average exercise price | $ / shares | $ 0.73 |
Number exercisable | shares | 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 | shares | 150,000 |
Weighted average remaining life In years | 8 months 12 days |
Weighted-average exercise price | $ / shares | $ 1.37 |
Number exercisable | shares | 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 | shares | 300,000 |
Weighted average remaining life In years | 2 years 8 months 12 days |
Weighted-average exercise price | $ / shares | $ 1.43 |
Number exercisable | shares | 300,000 |
Exercise Price 8 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 15 |
Number of outstanding options | shares | 75,000 |
Weighted average remaining life In years | 2 years 8 months 12 days |
Weighted-average exercise price | $ / shares | $ 15 |
Number exercisable | shares | 75,000 |
SCHEDULE OF ASSUMPTIONS TO ESTI
SCHEDULE OF ASSUMPTIONS TO ESTIMATE FAIR VALUE OF THE WARRANTS (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Strike price | $ 0.15 | |
Share-Based Payment Arrangement, Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Strike price | $ 0.10 | |
Expected Term | 1 year | |
Expected Volatility | 95.50% | |
Risk-free interest rates | 3.12% | |
Dividend yields | 0% |
SCHEDULE OF BLACK SCHOLES VALUA
SCHEDULE OF BLACK SCHOLES VALUATION ALLOWANCE MODEL (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Mar. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Strike price | $ 0.15 | |
JH Darbie Financing [Member] | Warrant [Member] | ||
Short-Term Debt [Line Items] | ||
Strike price | $ 0.15 | |
Expected Term | 1 year | |
Expected volatility | 115.10% | |
Risk-free interest rates | 1.36% | |
Dividend yields | 0% |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number of Stock Options Outstanding, beginning balance | shares | 53,314,424 |
Weighted-Average Exercise Price, Outstanding, beginning balance | $ 0.20 |
Number of Stock Options, Issued | shares | 38,623,816 |
Number of Stock Options, Expired or cancelled | shares | (9,615,385) |
Weighted-Average Exercise Price, Expired or cancelled | $ 0.13 |
Number of Stock Options Outstanding, ending balance | shares | 82,322,855 |
Weighted-Average Exercise Price, Outstanding, ending balance | $ 0.18 |
Minimum [Member] | |
Weighted-Average Exercise Price, Issued | 0.15 |
Maximum [Member] | |
Weighted-Average Exercise Price, Issued | $ 0.20 |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE (Details) | Sep. 30, 2022 $ / shares shares |
Warrants Outstanding, Number of Warrants | 82,322,855 |
Weighted-Average Remaining Life in Years | 1 year |
Warrants Weighted- Average Exercise Price | $ / shares | $ 0.18 |
Warrants Exercisable, Exercisable Number of Warrants | 82,322,855 |
Exercise Price 1 [Member] | Warrant [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.20 |
Warrants Outstanding, Number of Warrants | 42,737,500 |
Weighted-Average Remaining Life in Years | 6 months |
Warrants Weighted- Average Exercise Price | $ / shares | $ 0.20 |
Warrants Exercisable, Exercisable Number of Warrants | 42,737,500 |
Exercise Price 2 [Member] | Warrant [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.13 |
Warrants Outstanding, Number of Warrants | 961,539 |
Weighted-Average Remaining Life in Years | 4 years 2 months 15 days |
Warrants Weighted- Average Exercise Price | $ / shares | $ 0.13 |
Warrants Exercisable, Exercisable Number of Warrants | 961,539 |
Exercise Price 3 [Member] | Warrant [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.15 |
Warrants Outstanding, Number of Warrants | 33,000,066 |
Weighted-Average Remaining Life in Years | 1 year 6 months |
Warrants Weighted- Average Exercise Price | $ / shares | $ 0.15 |
Warrants Exercisable, Exercisable Number of Warrants | 33,000,066 |
Exercise Price 4 [Member] | Warrant [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.20 |
Warrants Outstanding, Number of Warrants | 5,623,750 |
Warrants Weighted- Average Exercise Price | $ / shares | $ 0.20 |
Warrants Exercisable, Exercisable Number of Warrants | 5,623,750 |
Exercise Price 4 [Member] | Warrant [Member] | Minimum [Member] | |
Weighted-Average Remaining Life in Years | 4 years 6 months |
Exercise Price 4 [Member] | Warrant [Member] | Maximum [Member] | |
Weighted-Average Remaining Life in Years | 4 years 8 months 23 days |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Aggregate intrinsic value | $ 0 | $ 0 | |||||
Weighted average grant date fair value | $ 0.07 | ||||||
Share based compensation | $ 300,000 | $ 300,000 | $ 600,000 | $ 300,000 | |||
Warrants Exercisable, exercisable number of warrants | 82,322,855 | 82,322,855 | |||||
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 | ||||||
Warrants Exercisable, exercisable number of warrants | 33,000,000 | ||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.15 | ||||||
Fair value for warrants | $ 2,900,000 | $ 2,900,000 | |||||
Share-Based Payment Arrangement, Option [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Number of shares granted | 9,100,000 | ||||||
Vested percentage | 20% | ||||||
Sharebased compensation arrangement, fair value | $ 500,000 | $ 500,000 | |||||
2017 Equity Incentive Plan [Member] | Maximum [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Share-based payment award, shares issued in period | 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] | |||||||
Share-based payment award, shares issued in period | 7,250,000 | ||||||
2015 Equity Incentive Plan [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Share-based payment award, shares issued in period | 20,000,000 | ||||||
Common stock, capital shares reserved for future issuance | 27,250,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Description of operating loss | Portions of these carry forwards 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) - Merger Agreement [Member] - Point R Merger [Member] | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Payments to acquire businesses, gross | $ 17,831,427 |
Business combination, contingent consideration, liability | 2,625,000 |
Business combination, consideration transferred, equity interests issued and issuable | $ 15,000,000 |