Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Document Type | POS AM |
Amendment Flag | false |
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 Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 241,452 | $ 568,769 |
Restricted cash | 20,000 | 20,000 |
Accounts receivable | 19,748 | 19,748 |
Prepaid & other current assets | 21,964 | 18,778 |
Total current assets | 303,164 | 627,295 |
Intangibles, net of accumulated amortization of $201,180 and $188,339 as of Dec 31, 2022 and 2021 | 821,841 | |
In process R&D | 1,101,760 | 1,101,760 |
Goodwill, net of impairment | 12,071,376 | 21,062,455 |
Investment in GMP Bio at fair value | 22,640,519 | |
Total assets | 36,116,819 | 23,613,351 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 2,510,864 | 3,092,723 |
Accounts payable - related party | 332,432 | 403,423 |
Contingent consideration | 2,625,000 | 2,625,000 |
Derivative liability on notes | 198,140 | 340,290 |
Convertible and short-term debt, net of costs | 10,091,923 | 8,166,622 |
Convertible debt and short-term debt - related party, net of costs | 1,165,048 | 826,862 |
Total current liabilities | 16,923,407 | 15,454,920 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Convertible Preferred stock, $0.01 par value, 15,000,000 shares authorized; 0 and 278,188 shares issued and outstanding | ||
Common stock, $.01 par value; 750,000,000 shares authorized; 391,846,880 and 375,288,146 issued and outstanding, respectively | 3,918,469 | 3,752,881 |
Additional paid-in capital | 41,416,632 | 35,223,842 |
Accumulated deficit | (25,926,069) | (31,021,050) |
Total Oncotelic Therapeutics, Inc. stockholders’ equity | 19,409,032 | 7,955,673 |
Non-controlling interests | (215,620) | 202,758 |
Total stockholders’ equity | 19,193,412 | 8,158,431 |
Total liabilities and stockholders’ equity | $ 36,116,819 | $ 23,613,351 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Amortization of intangible assets | $ 201,180 | $ 188,339 |
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Convertible preferred stock, shares issued | 0 | 278,188 |
Convertible preferred stock, shares outstanding | 0 | 278,188 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | |
Common Stock, Shares Authorized | 750,000,000 | |
Common Stock, Shares, Outstanding | 391,846,880 | 375,288,146 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 756,910 | $ 3,658,617 |
General and administrative | 4,853,664 | 5,467,266 |
Goodwill impairment (See note 2 and 3) | 4,111,079 | |
Total operating expenses | 9,721,653 | 9,125,883 |
Loss from operations | (9,721,653) | (9,125,883) |
Other income (expense): | ||
Interest expense, net | (2,971,046) | (2,002,813) |
PPP loan forgiveness | 346,761 | |
Gain on derecognition of non-financial asset | 16,951,477 | |
Reimbursement for expenses - related party | 533,485 | |
Change in fair value of derivative on debt | 142,150 | 292,149 |
Loss on debt conversion | (257,810) | (27,504) |
Total other income (expense) | 14,398,256 | (1,391,407) |
Net income (loss) before non-controlling interests | 4,676,603 | (10,517,290) |
Net loss attributable to non-controlling interests | (418,378) | (1,126,248) |
Net income (loss) attributable to Oncotelic Therapeutics, Inc. | $ 5,094,981 | $ (9,391,042) |
Basic net income (loss) per share attributable to common stock | $ 0.01 | $ (0.03) |
Basic weighted average common stock outstanding | 384,075,369 | 303,078,548 |
Diluted net income (loss) per share attributable to common stock | $ 0.01 | $ (0.03) |
Diluted weighted average common stock outstanding | 457,299,890 | 303,078,548 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2020 | $ 2,782 | $ 906,019 | $ 32,493,086 | $ (21,630,008) | $ 708,954 | $ 12,480,833 |
Balance, shares at Dec. 31, 2020 | 278,188 | 90,601,912 | ||||
Common shares issued for cash | $ 34,350 | 385,952 | 420,302 | |||
Common shares issued issued for cash, shares | 3,435,000 | |||||
Stock compensation expense | 763,314 | 763,314 | ||||
Warrants issued in connection with debt issuance | 600,965 | 600,965 | ||||
Beneficial Conversion Feature on convertible debt | 969,754 | 969,754 | ||||
Common shares issued upon conversion of debt | $ 6,572 | 203,729 | 210,301 | |||
Common shares issued upon conversion of debt, shares | 657,200 | |||||
Net Income (loss) | (9,391,042) | (1,126,248) | (10,517,290) | |||
Common shares issued upon conversion of Preferred Stock | $ (2,782) | $ 2,781,878 | (2,779,096) | |||
Common shares issued upon conversion of Preferred Stock, shares | (278,188) | 278,187,847 | ||||
Common shares issued in lieu of restricted stock units | $ 12,580 | 213,852 | 226,432 | |||
Common shares issued in lieu of resctricted stock units, shares | 1,257,952 | |||||
Common shares issued for services | $ 11,482 | 182,159 | 193,641 | |||
Common shares issued for services, shares | 1,148,235 | |||||
Warrants issued in connection with private placement | 2,190,127 | 2,190,127 | ||||
Increase in non-controlling interest from issuance of additional Edgepoint stock | 620,052 | 620,052 | ||||
Balance at Dec. 31, 2021 | $ 3,752,881 | 35,223,842 | (31,021,050) | 202,758 | 8,158,431 | |
Balance, shares at Dec. 31, 2021 | 375,288,146 | |||||
Common shares issued upon cashless exercise of warrants | $ 65,409 | (65,409) | ||||
Common shares issued upon cashless exercise of warrants, shares | 6,540,878 | |||||
Common shares issued for cash | $ 13,000 | 145,820 | 158,820 | |||
Common shares issued issued for cash, shares | 1,300,000 | |||||
Stock compensation expense | 902,141 | 902,141 | ||||
Warrants issued in connection with debt issuance | 2,905,316 | 2,905,316 | ||||
Beneficial Conversion Feature on convertible debt | 570,717 | 570,717 | ||||
Warrants issued in connection with debt issuance | 368,375 | 368,375 | ||||
Contribution from shareholder for payment of liabilities | 828,258 | 82 | ||||
Common shares issued upon conversion of debt | $ 87,179 | 537,572 | 624,751 | |||
Common shares issued upon conversion of debt, shares | 8,717,856 | |||||
Net Income (loss) | 5,094,981 | (418,378) | 4,676,603 | |||
Balance at Dec. 31, 2022 | $ 3,918,469 | $ 41,416,632 | $ (25,926,069) | $ (215,620) | $ 19,193,412 | |
Balance, shares at Dec. 31, 2022 | 391,846,880 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 4,676,603 | $ (10,517,290) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on derecognition of non-financial asset | (16,951,477) | |
Goodwill impairment | 4,111,079 | |
Amortization of debt discount and deferred finance costs | 1,975,501 | 1,453,949 |
Amortization of intangible assets | 12,841 | 51,365 |
Loss on debt conversion | 257,810 | 27,504 |
Warrants issued in connection with private placement | 2,905,316 | 2,190,127 |
Stock compensation expense | 902,141 | 763,315 |
Change in fair value of derivative | (142,150) | (292,149) |
R&D Expenses paid by debt | 1,500,000 | |
Common shares issued in lieu of restricted stock units | 226,432 | |
Common shares issued in lieu of services | 193,641 | |
PPP loan forgiven | (346,761) | |
Depreciation on development equipment | 10,148 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (3,186) | 83,091 |
Accounts payable and accrued expenses | 873,951 | 210,371 |
Accounts payable to related party | (70,991) | 11,792 |
Net cash used in operating activities | (1,452,562) | (4,434,465) |
Cash flows from financing activities: | ||
Proceeds from private placement | 1,545,052 | |
Proceeds from sales of common stock | 158,820 | 420,293 |
Proceeds from convertible debt | 966,425 | 307,500 |
Repaid to convertible note holder | (307,500) | |
Proceeds from convertible notes and short term loans | 1,815,825 | |
Proceeds from convertible debt for JV | 500,000 | |
Proceeds from short term loans, others | 350,050 | |
Repaid to note holder | (100,000) | |
Repaid to others | (95,000) | |
Proceeds from Payroll Protection Plan | 92,995 | |
Net cash provided by financing activities | 1,125,245 | 4,529,215 |
Net increase (decrease) in cash | (327,317) | 94,750 |
Cash and restricted cash - beginning of period | 588,769 | 494,019 |
Cash and restricted cash - end of period | 261,452 | 588,769 |
Supplemental cash flow information: | ||
Interest paid | 397,995 | 299,365 |
Income taxes paid | ||
Non-cash investing and financing activities: | ||
Warrants issued in connection with private placement & debt | 368,375 | 2,791,092 |
Beneficial Conversion Feature on convertible debt and restricted common shares | 570,717 | 969,754 |
Common shares issued upon partial conversion of debt | 624,751 | 210,301 |
Contribution from shareholder for payment of liabilities | 828,258 | |
Common shares issued in lieu of services | 193,641 | |
Common shares issued in lieu of restricted stock units | 226,432 | |
PPP Loan forgiven | 346,761 | |
Non-cash cost upon sale of common stock | $ 83,180 | $ 124,642 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 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 Pet2DAO 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 Amendments to Certificate of Incorporation In March 2021, the Company received approval from the Financial Industry regulatory Authority (“ FINRA In January 2021, the Company filed an additional amendment to its Certificate of Incorporation, as amended (the “ Charter Amendment 150,000,000 750,000,000 In addition, the Company registered an additional total of 20,000,000 Plan 27,250,000 Fundraising J.H. Darbie Financing Notes & Issuance of Oncotelic Warrants 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 million (the “ Maximum Commitment Amount 0.01 per share (“ Common Stock 4.7 million shares of Common Stock for aggregate net cash proceeds of approximately $ 0.6 million. For more information on the EPL, refer to Note 9 of the Notes to the Consolidated Financial Statements. Geneva Roth Remark Notes In May 2021, the Company consummated the closing of a private placement transaction whereby, pursuant to a Securities Purchase Agreement (the “ Geneva Agreement Geneva 203,750 Note 1 103,750 Note 2 Notes August 2021 Notes In August 2021, the Company issued Note Purchase Agreements with Autotelic Inc., the Company’s Chief Financial Officer (“ CFO 698,500 Principal Amount “Notes” 5 November/December 2021 Notes In November / December 2021, the Company entered into various Securities Purchase Agreements with Talos Victory Fund, LLC (the (“Talos”), Mast Hill Fund, LP (“Mast”), FirstFire Global Opportunities Fund, LLC (“FirstFire”), Blue Lake Partners, LLC (“Blue Lake”) and Fourth Man, LLC (“Fourth Man”), pursuant to which the Company issued convertible promissory notes in the aggregate principal amount of $ 0.25 1.25 0.01 In January 2022, three of the five note holders under the November / 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 As of December 31, 2022, this note is in technical default and available for conversion to OTLC shares due to cross default provision contained in November / December 2021 Notes. by the Company pursuant to the Darbie Agreement. In August 2022, the Company converted $ 140,000 2,025,000 68,250 1,428,571 In October 2022, Fourth Man exercised their warrants to purchase shares of Common Stock of the Company on a cashless basis. As such, the Company issued the note holder 912,162 In December 2022, the Company partially converted $ 50,000 739,285 For more information on the debt financing of the Company, refer to Note 5 of the Notes to the 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 As of December 31, 2022, this note is in technical default and available for conversion to OTLC shares due to cross default provision contained in November / December 2021 Notes. 35,000 500,000 In June 2022, Mast fully converted their November 2021 Note, for which the company issued 4,025,000 For more information on the debt financing of the Company, refer to Note 5 of the Notes to the Consolidated Financial Statements. 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 As of December 31, 2022, this note is in technical default and available for conversion to OTLC shares due to cross default provision contained in November / December 2021 Notes. For more information on the debt financing of the Company, refer to Note 5 of the Notes to the Consolidated Financial Statements. GMP Note purchase agreements and unsecured notes In August 2021 the Company, the Company’s Chief Executive Officer (the “CEO”), and GMP executed a letter of intent and a non-binding term sheet ( the “Term Sheet” In September 2021, the Company entered into an Unsecured Convertible Note Purchase Agreement (the “ Purchase Agreement 1.5 September 2021 Note In October 2021, the Company entered into an Unsecured Convertible Note Purchase Agreement (the “ October Purchase Agreement 0.5 October 2021 Note In January 2022, the Company entered into an Unsecured Convertible Note Purchase Agreement (the “ January Purchase Agreement 0.5 January 2022 Note For more information on the GMP debt financing, refer to Note 5 of the Notes to the Consolidated Financial Statements. Joint Venture with GMP Bio In March 2022, the Company formalized a joint venture ( “JV” Dragon” “GMP Bio” For more information on the JV, refer to Note 6 of the Notes to the Consolidated Financial Statements. Pet2DAO In November 2022, the Company formed a Decentralized autonomous organization (“ DAO Pet2DAO A DAO is an emerging form of legal structure, that has no central governing body, and whose members share a common goal to act in the best interest of the entity. Pet2DAO is a DAO technology company, integrating the strong governance of traditional corporations with the innovative DAO architecture. The Company will look to engage stakeholders, to build value through the DAO, while maintaining the rigor of traditional corporations, including governance, compliance, and accountability through a team of veterans in public companies with innovators in AI, blockchain and Web3. NFT Tokens KOLs Licensing Agreement with Autotelic Inc. In September 2021, the Company entered into an exclusive License Agreement (the “ Agreement Autotelic 50 15 Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Oncotelic, PointR and Edgepoint for which there are non-controlling interests. Intercompany accounts and transactions have been eliminated in consolidation. 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 losses of approximately $ 25.9 million since inception of Oncotelic Inc. as the Company’s historical financial statements before the Merger have been replaced with the historical financial statements of Oncotelic Inc. prior to the Merger in the financial statements and filings. The Company also has a negative working capital of $ 16.96 million at December 31, 2022, of which approximately $ 1.3 million is attributable to assumed negative working capital of the Company and $ 2.6 million contingent liability of issuance of common shares of the Company to PointR shareholders upon achievement of certain milestones in accordance with the PointR Merger Agreement. The Company has negative cash flows from operations for the year ended December 31, 2022 of approximately $ 1.5 million. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. Management expects to incur significantly lower costs and losses in the foreseeable future, as a majority of the costs related with the development of OT-101 will be incurred by the JV, but the Company also recognizes the need to raise capital to remain viable. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. The Company’s long-term plans include continued development of its current pipeline of products, in addition to continue the development of OT-101 which is 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. Between July 2020 and March 2021, the Company raised gross proceeds of $ 5 0.7 0.65 40 100 five-year 10 In addition to the JH Darbie Financing, the Company raised approximately $ 0.2 0.5 0.1 1.1 Although no assurances can be given as to the Company’s ability to deliver on its revenue plans, or that unforeseen expenses may arise, management believes that the potential equity and debt financing or other potential financing will provide the necessary funding for the Company to continue as a going concern. Also, management cannot guarantee any potential debt or equity financing will be available on favorable terms or at all. As such, management does not believe the Company has sufficient cash for 12 months from the date of this report. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations, or cease operations completely. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions and disclosure of contingent liabilities at the date of the financial statements and revenues and expense during the reporting period. Actual results could materially differ from those estimates. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the financial statements. Significant estimates include the valuation of goodwill and intangible assets for impairment, deferred tax asset and valuation allowance, and fair value of financial instruments. Cash As of December 31, 2022 and 2021, respectively, the Company held all its cash in banks in the United States of America. The Company considers investments in highly liquid instruments with a maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021, respectively. Restricted cash consists of certificates of deposits held at banks as collateral for various purposes. Debt issuance Costs and Debt discount Issuance costs are specific incremental costs that are (1) paid to third parties and (2) directly attributable to the issuance of a debt or equity instrument. The issuance costs attributable to the initial sale of the instrument are offset against the associated proceeds in the determination of the instrument’s initial net carrying amount. Debt issuance costs and debt discounts are being amortized over the lives of the related financings on a basis that approximates the effective interest method. Costs and discounts are presented as a reduction of the related debt in the accompanying balance sheets if related to the issuance of debt or presented as a reduction of additional paid in capital if related to the issuance of an equity instrument. The Company applies the relative fair value to allocate the issuance costs among freestanding instruments that form part of the same transaction. If the Company amends the terms of its convertible notes, the Company reviews and applies the guidance per ASC 470-60 Troubled debt restructurings Debt-Modifications and Extinguishments Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued expense approximate their fair values based on the short-term maturity of these instruments. As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. The three levels of the fair value hierarchy defined by ASC 820 are as follows: ● Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. ● Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. ● Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company did not have any Level 1 or Level 2 assets and liabilities at December 31, 2022 and 2021. 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 December 31, 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 December 31, 2022 Investment in GMP Bio (equity securities) $ 22,640,519 $ - $ - $ 22,640,519 Total $ 22,640,519 $ - $ - $ 22,640,519 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 December 31, 2022. The Company did not own similar long-term investments as of December 31, 2021: SUMMARY OF CHANGES IN FAIR VALUE OF LONG-TERM INVESTMENT IN EQUITY SECURITIES December 31, 2022 Balance at January 1, 2022 $ - Contribution at cost basis 5,689,042 Gain on derecognition of non-financial asset 16,951,477 Change in fair value - Balance at December, 2022 $ 22,640,519 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 December 31, 2022 and 2021, are Level 3 fair value measurements. The table below sets forth a summary of the changes in the fair value of the Company’s derivative liabilities classified as Level 3 as of December 31, 2022 and 2021: SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES December 31, 2022 December 31, 2021 Balance at beginning of the year ended $ 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 (142,150 ) (292,149 ) Balance at the end of the year ended $ 198,140 $ 340,290 At December 31, 2022 and 2021, respectively, 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 December 31, 2022 and 2021: SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES December 31, 2022 December 31, 2021 Risk free interest 0.17 4.0 % 0.3 % Market price of share $ 0.05 0.23 $ 0.17 Life of instrument in years 0.01 0.33 0.31 Volatility 99.80 116.51 140 % Dividend yield 0 % 0 % When the Company changes its valuation inputs for measuring financial liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the years ended December 31, 2022 and 2021, 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. Approximately 156 million equivalent shares of Common Stock have been excluded in the computation of the dilutive income per share for the year ended December 31, 2022. No similar equivalent shares of the Common Stock were excluded during the year ended December 31, 2021, as the Company had a loss and addition of such stock equivalents in the computation would have been anti-dilutive. The table below sets forth a reconciliation of the basic weighted average common stock outstanding to the diluted weighted average common stock outstanding of the Company as of December 31, 2022: SCHEDULE OF BASIC AND DILUTED WEIGHTED AVERAGE COMMON STOCK OUTSTANDING December 31, 2022 Basic weighted average common stock outstanding 384,075,369 Add: Dilutive common stock equivalents Stock options outstanding 2,606,054 Warrants outstanding 68,681 Convertible debt, convertible into common stock 70,549,786 Diluted weighted average common stock outstanding 457,299,890 Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ ASC 718 For stock options issued, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the Common Stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the Common Stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. For warrants issued in connection with fund raising activities, the Company estimates the grant date fair value of each warrant using the Black-Scholes pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the warrant, the expected volatility of the Common Stock consistent with the expected life of the warrant, risk-free interest rates and expected dividend yields of the Common Stock. If the warrants are issued upon termination or cancellation of prior issued warrants, then the Company estimates the grant date fair value of the new warrants using the Black-Scholes pricing model and evaluates whether the new warrants are deemed as equity instruments or liability instruments. If the warrants are deemed to be equity instruments, the Company records stock compensation expense and an addition to additional paid in capital. If however, the warrants are deemed to be liability instruments, then the fair value is treated as a deemed dividend and credited to additional paid in capital. Impairment of Long-Lived Assets The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the years ended December 31, 2022 and 2021, there were no impairment losses recognized for long-lived 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 years ended December 31, 2022 and 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. The Company has always operated as a single unit. 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. 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. For the year ended December 31, 2022, we recorded an impairment loss of approximately $ 4.1 4.8 million associated with OT-101 upon the transfer of our non-financial asset as a capital contribution for our 45 % ownership in the JV. For more information on goodwill and impairment, refer to Note 3 to these Notes to the Consolidated Financial Statements. Derivative Financial Instruments Indexed to the Company’s Common Stock We have generally issued derivative financial instruments, such as warrants, in connection with our equity offerings. We evaluate the terms of these derivative financial instruments in order to determine their accounting treatment in our financial statements. Key considerations include whether the financial instruments are freestanding and whether they contain conditional obligations. If the warrants are freestanding, do not contain conditional obligations and meet other classification criteria, we account for the warrants as an equity instrument. However, if the warrants contain conditional obligations, then we account for the warrants as a liability until the conditional obligations are met or are no longer relevant. Because no established market prices exist for the warrants that we issue in connection with our equity offerings, we must estimate the fair value of the warrants, which is as inherently subjective as it is for stock options, and for similar reasons as noted in the stock-based compensation section above. For financial instruments which are accounted for as a liability, we report any changes in their estimated fair values as gains or losses in our Consolidated Statement of Income. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815 “Derivatives and Hedging”. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20 “Debt – Debt with Conversion and Other Options.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Original issue discounts (“ OID ASC 815-40 “Derivatives and Hedging – Contracts in Entity’s Own Equity” provides that, among other things, generally, if an event occurs that is not within the entity’s control could or would require net cash settlement, then the contract shall be classified as an asset or a liability. Variable Interest Entity (VIE) Accounting The Company evaluates its ownership, contractual relationships and other interests in entities to determine the nature and extent of the interests, whether such interests are variable interests and whether the entities are VIEs in accordance with ASC 810, Consolidations. These evaluations can be complex and involve Management judgment as well as the use of estimates and assumptions based on available historical information, among other factors. Based on these evaluations, if the Company determines that it is the primary beneficiary of a VIE, the entity is consolidated into the financial statements. At December 31, 2022 and 2021, the Company identified EdgePoint to be the Company’s sole VIE. At December 31, 2022, and 2021, the Company’s ownership percentage of EdgePoint was 29 0.1 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 Topic 606, Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue when its customers obtain control of the promised good or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company applies the following five-step process: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company identifies the performance obligation(s) in the contract by assessing whether the goods or services promised within each contract are distinct. The Company then recognizes revenue for the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company anticipates generating revenues from rendering services to other third party customers for the development of certain drug products and/or in connection with certain out-licensing agreements. In the case of services rendered for development of the drugs, revenue is recognized upon the achievement of the performance obligations or over time on a straight-line basis over the extended service period. In the case of out-licensing contracts, the Company records revenues either (i) upon achievement of certain pre-defined milestones when there is no obligation of the Company achieve any performance obligations in connection with the said pre-defined milestones, or (ii) upon achievement of the performance obligations if the milestones require the Company to provide the performance obligations. The Company occasionally collects advance payments from customers toward commitments to provide services or performance obligations, in which case the advance payment is recorded as a liability until the obligations are fulfilled and revenue is recognized. Research & Development Costs In accordance with ASC 730-10-25 “Research and Development”, research and development costs are charged to expense as and when incurred. Recent Accounting Pronouncements In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ ASU 2020-06 All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
ACQUISITIONS, GOODWILL AND INTA
ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Acquisitions Goodwill And Intangible Assets | |
ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS | NOTE 3 - ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS Goodwill from 2019 Reverse Merger with Oncotelic and Merger with PointR The Company completed the reverse 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 approximately $ 4.9 4.9 Further, we added goodwill of $ 16,182,456 We have one operating segment and reporting unit. Accordingly, our review of goodwill impairment indicators was performed at the entity-wide level. In performing our annual impairment assessment, we determined if we should qualitatively assess whether it was more likely than not the fair value of goodwill was less than its carrying amount (the qualitative impairment test). The factors we considered in the assessment included our market capitalization, general macroeconomic conditions, conditions specific to the industry and market and whether there had been sustained declines in our share price. If we concluded, it was more likely than not, the fair value of the reporting unit was less than its carrying amount, or elected not to use the qualitative impairment test, a quantitative impairment test would be performed. We used our market capitalization as an indicator of fair value. While we believe the fair value measurement need not be based solely on the quoted market price of an individual share of our Common Stock, and that we also could consider the impact of a control premium in measuring the fair value of its reporting unit. In the absence of any other valuation metrics, the Company believed using a control premium utilized would not be appropriate under the current circumstances. We also considered some other market comparables, trends in our stock price as well as the industry over a period of two successive quarters and prospective quarter to evaluate whether the fair value of our reporting unit was greater than our carrying amount. As such, we performed a quantitative impairment assessment of goodwill for our single reporting unit at the end of 2022, due to a sustained decline in our market capitalization and an increase in negative economic outlook for biotech markets We estimated and reconciled the fair value of our reporting unit utilizing our market capitalization based on the stock price of our Common Stock as of December 31, 2022. Before completing our goodwill impairment test, we first tested our indefinite-lived intangible asset then our remaining long-lived assets for impairment. We concluded our indefinite-lived intangible assets were not impaired. Based on the market capitalization, we further concluded the fair value of our single reporting unit was less than its carrying value and therefore recognized an impairment charge of $ 4.1 million during the year ended December 31, 2022. The calculation of the impairment charge included substantial fact-based determinations and estimates. The goodwill impairment charge is reflected as goodwill impairment in the consolidated statements of operations for the year ended December 31, 2021. A summary of our goodwill as of December 31, 2022 and 2021 is shown below: SUMMARY OF GOODWILL December 31, 2022 December 31, 2021 Balance at beginning of the year ended $ 21,062,455 $ 21,062,455 Less: Derecognition upon recording of gain on non-financial asset (4,880,000 ) - Less; Goodwill impairment due to market capitalization (4,111,079 ) - Balance at the end of the year ended $ 12,071,376 $ 21,062,455 In general, the goodwill is tested on an annual impairment date of December 31, unless we observe any further deterioration in our market capitalization, in which case we may, depending on the materiality of the impairment, record an impairment at the end of other reporting periods. 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 In April 2018, Oncotelic Inc. entered into an Assignment and Assumption Agreement (the “ Assignment Agreement IP 204,798 819,191 The following table summarizes the balances as of December 31, 2022 and 2021, respectively, of the intangible assets acquired, their useful life, and annual amortization: SCHEDULE OF INTANGIBLE ASSETS December 31, 2022 Remaining Estimated Intangible asset – Intellectual property $ 819,191 16.00 Intangible asset – Capitalization of license cost 190,989 16.00 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 year ended December 31, 2022 and 2021 was $ 12,841 51,365 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 Company evaluated the qualitative conditions to see if the asset was impaired and concluded that the assets were not impaired. The balance of IPR&D as of December 31, 2022 and December 31, 2021 was $ 1,101,760 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expense consists of the following amounts: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, 2022 December 31, 2021 Accounts payable $ 1,735,764 $ 1,927,749 Accrued expenses 775,100 1,164,974 Accounts payable and accrued liabilities, current $ 2,510,864 $ 3,092,723 December 31, 2022 December 31, 2021 Accounts payable – related party $ 332,432 $ 403,423 |
CONVERTIBLE DEBENTURES, NOTES A
CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT | NOTE 5 – CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT As of December 31, 2022, special purchase agreements (SPAs) with convertible debentures and notes, net of debt discount and including accrued interest, if any, consist of the following amounts: SCHEDULE OF CONVERTIBLE DEBENTURES AND NOTES, NET OF DISCOUNT December 31, December 31, 2022 2021 Convertible debentures 10% Convertible note payable, due April 23, 2022 – Bridge Investor $ 35,556 $ 31,167 10% Convertible note payable, due April 23, 2022 – Related Party 164,444 144,951 10% Convertible note payable, due August 6, 2022 – Bridge Investor 200,000 188,319 400,000 364,437 Fall 2019 Notes 5% Convertible note payable – Stephen Boesch 123,958 118,958 5% Convertible note payable – Related Party 288,733 276,233 5% Convertible note payable – Dr. Sanjay Jha (Through his family trust) 288,253 275,753 5% Convertible note payable – CEO, CTO* & CFO – Related Parties 94,457 90,357 5% Convertible note payable – Bridge Investors 193,522 185,122 988,923 946,423 August 2021 Convertible Notes 5% Convertible note – Autotelic Inc– Related Party 267,553 256,634 5% Convertible note – Bridge investors 399,722 381,123 5% Convertible note – CFO – Related Party 80,266 76,531 747,541 714,288 JH Darbie PPM Debt 16% Convertible Notes - Non-related parties 2,441,471 - 16% Convertible Notes – CEO – Related Party 124,547 - 2,566,018 - November/December 2021 & March 2022 Notes 12% Convertible Notes – Accredited Investors 619,345 - Debt for Clinical Trials – GMP 2% Convertible Notes – GMP 4,659,782 - May and June 2022 Note 12% Convertible Notes – Accredited Investors 885,312 - Other Debt Short term debt – CEO - 20,000 Short term debt – Bridge investors 245,000 265,000 Short term debt from CFO – Related Party 25,050 45,050 Short term debt – Autotelic Inc– Related Party 120,000 20,000 390,050 350,050 Accrued interest - 9,212 Total of convertible debentures & notes and other debt $ 11,256,971 2,384,410 Convertible Debentures As of December 31, 2022, the Company had a derivative liability of approximately $ 200,000 140,000 Bridge Financing Notes with Officer and Bridge Investor In April 2019, the Company entered into a Securities Purchase Agreement (the “ Bridge SPA Trieu Note 400,000 The issuance of the Trieu Note resulted in a discount from the beneficial conversion feature totaling $ 131,555 19,500 75,100 0 19,500 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 16,900 0 4,400 In August 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 19,900 0 11,700 Fall 2019 Debt Financing In December 2019, the Company closed its Fall 2019 Debt Financing, raising an additional $ 500,000 1,000,000 Fall 2019 Note Purchase Agreements Fall 2019 Notes 250,000 500,000 250,000 35,000 27,000 20,000 168,000 0 100,000 850,000 All the Fall 2019 Notes provided for interest at the rate of 5 Majority Holders Maturity Date The Majority Holders had the right, at any time not more than five (5) days following the Maturity Date, to elect to convert all, and not less than all, of the outstanding accrued and unpaid interest and principal on the Fall 2019 Notes. The Fall 2019 Notes may be converted, at the election of the Majority Holders, either (a) into shares of the Company’s Common Stock at a conversion price of $0.18 per share, or (b) into shares of common stock of the Edgepoint, at a conversion price of $5.00 (based on a $5.0 million pre-money valuation) of Edgepoint and 1,000,000 shares outstanding. 222,222 0 0 Further, the Company recorded interest expense of $ 42,500 43,412 988,924 946,424 Geneva Roth Remark Notes In May and June 2021, the Company entered into Securities Purchase Agreement with Geneva Roth Remark Holdings Inc. (“ Geneva 307,500 The notes were prepaid in December 2021 and the Company recorded interest expense, including prepayment penalty of approximately $ 0.1 Paycheck Protection Program In April 2020, the Company received loan proceeds in the amount of $ 250,000 1 st CARES SBA The Company met the 1 st st 253,347 In July 2021, the Company’s wholly owned subsidiary, PointR, received loan proceeds in the amount of $ 92,995 2 nd nd st nd nd 93,413 The SBA reserves the right to audit any PPP loan, regardless of size. These audits may occur after the forgiveness has been granted. In accordance with the CARES Act, all borrowers are required to maintain their PPP loan documentation for six years after the loan was forgiven or repaid in full and to provide that documentation to the SBA upon request. GMP Notes In June 2020, the Company secured $ 2 million in debt financing, evidenced by a one-year convertible note (the “ GMP Note 2 % annual interest, and is personally guaranteed by Dr. Vuong Trieu, the Chief Executive Officer of the Company. The GMP Note is convertible into the Company’s Common Stock upon the GMP Note’s maturity of the GMP Note, at the Company’s Common Stock price on the date of conversion with no discount. GMP has waived the default in the maturity of the GMP Note and as such there is no event of default and also agreed to extend the date of maturity of the GMP Note to December 31, 2023. GMP does not have the option to convert prior to the GMP Note’s maturity. Such financing will be utilized solely to fund the clinical trial. The Company’s liability under GMP Note commenced to accrue when GMP first began to pay for services related to the clinical trial to our third-party clinical research organization, up to a maximum of $ 2 million. GMP has been invoiced by the clinical research organization for the full $2 million as of December 31, 2022, and as such the Company has recognized the liability as a convertible debt. In September 2021, the Company secured a further $ 1.5 million in debt financing, evidenced by a one-year convertible note (the “ GMP Note 2 2 % annual interest. The GMP Note is convertible into the Company’s Common Stock upon the GMP Note 2’s maturity one year from the date of the GMP Note 2, at the Company’s Common Stock price on the date of conversion with no discount. GMP has waived the default in the maturity of the GMP Note and as such there is no event of default and also agreed to extend the date of maturity of the GMP Note to December 31, 2023. GMP does not have the option to convert prior to the GMP Note 2’s maturity at the end of one year. Such financing was to be utilized solely to fund the clinical trial. GMP was invoiced by the clinical research organization for $ 0.5 million and. GMP paid the clinical trial organization the first tranche of $ 0.5 million in October 2021. In October 2021, the Company entered into an Unsecured Convertible Note Purchase Agreement (the “ October Purchase Agreement 0.5 million (the “ October 2021 Note In January 2022, the Company entered into an Unsecured Convertible Note Purchase Agreement (the “ January Purchase Agreement 0.5 million (the “ January 2022 Note Cumulatively, the GMP Note, GMP Note 2, October 2021 Note and the January 2022 Notes are referred to as the “ GMP Notes” The GMP Notes carry an interest rate of 2 Conversion Shares Event of Default The total principal outstanding on GMP Notes, inclusive of accrued interest, was $ 4,659,781 4,069,781 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 0.18 During the year ended December 31, 2022, the Company recognized approximately $ 34,800 16,000 16,000 6,600 At December 31, 2022, and December 31, 2021, accrued interests on these convertible notes totaled approximately $ 49,040 14,260 The outstanding balance on the note for the year ended December 31, 2022 was $ 747,539 347,817 714,288 333,615 November / December 2021 and March 2022 Financing In November / 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 0.13 Further, 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 0.20 During the year ended December 31, 2022, the Company converted the Mast Hill convertible note into 4,025,000 0.1 During the year ended December 31, 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 year ended December 31, 2022, the Company converted $ 68,250 30,000 1,428,571 190,000 2,764,286 As of December 31, 2022, and December 31, 2021, convertible notes under the November-December 2021 Financing, net of debt discount, consist of the following amounts: SCHEDULE OF CONVERTIBLE NOTES, NET OF DISCOUNT December 31, 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 Global Opportunities LLC Convertible note, 12% coupon, December 2021 - 250,000 Blue Lake Partners LLC Convertible note, 12% coupon, December 2021, inclusive of accrued interest 227,187 250,000 Fourth Man LLC Convertible note, 12% coupon December 2021, inclusive of accrued interest 112,500 250,000 Convertible notes, gross $ 339,687 $ 1,250,000 Less: Debt discounts recorded (500,000 ) (1,250,000 ) Amortization of debt discounts 500,000 76,994 Convertible notes, net of discounts $ 339,687 76,994 The Company recorded amortization expense related to interest, debt discount, debt issuance costs, fair value allocated to the warrants and the beneficial conversion feature of approximately $ 1 million and $ 87,000 during the fiscal year ended December 31, 2022, and 2021, respectively. This expense included accrued interest of approximately $ 150,000 and $ 10,000 during the years ended December 31, 2022, and 2021, respectively. As of December 31, 2022, the Blue Lake and Fourth Man Notes are in default and, per the terms of the Notes, payable in cash. However, the Company has not received notification of default from the lender. The cross-default provision requires the accrual of a default penalty of 25 % of the outstanding principal plus accrued interest. The Company has recorded an estimated default penalty of $ 68,000 on the unpaid notes and accrued interest thereon. The Company recorded an initial debt discount of approximately $ 0.4 million representing the intrinsic value of the conversion option embedded in the convertible debt instrument based upon the difference 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. As of December 31, 2022, and December 31, 2021, Fourth Man convertible note, net of debt discount, consist of the following amounts: December 31, 2022 December 31, 2021 Fourth Man Convertible note, 12% coupon March 2023 inclusive of accrued interest $ 340,959 $ - Debt discount amortization (61,301 ) - Convertible notes, net $ 279,658 - The Company recorded amortization expense related to interest, debt discount, debt issuance costs, fair value allocated to the warrants and the beneficial conversion feature of approximately $ 250,000 and $ 0 during the year ended December 31, 2022, and 2021, respectively. This expense included accrued interest of approximately $ 90,000 and $ 0 during the years ended December 31, 2022, and 2021, respectively. As of December 31, 2022, these notes were in technical default, due to cross default provision contained in the November / December 2021 Notes and payable in cash. As of the date of this Report, these notes are in default. However, the Company has not received notification of default from the lender. The cross-default provision requires the accrual of a default penalty of 25 % of the outstanding principal plus accrued interest. The Company has recorded an estimated default penalty of approximately $ 68,000 . 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 0.20 258,100 As of December 31, 2022, and December 31, 2021, convertible note under the May 2022 Mast Financing, net of debt discount, consist of the following amounts: December 31, 2022 December 31, 2021 Mast Hill Convertible note, 12% coupon May 2023, inclusive of accrued interest $ 847,000 $ - Convertible notes, gross $ 847,000 $ - Less Debt discount recorded (605,000 ) - Amortization debt discount 333,119 - Convertible notes, net $ 575,119 $ - The Company recorded amortization expense related to interest, debt discount, debt issuance costs, fair value allocated to the warrants and the beneficial conversion feature of approximately $ 500,000 during the years ended December 31, 2022, and 2021, respectively, including the guaranteed twelve-month coupon and earned in full at issuance date. This expense included accrued interest of approximately $ 240,000 and $ 0 during the years ended December 31, 2022, and 2021, respectively. As of December 31, 2022, and as of the date of this Report, these notes are in technical default due to the cross-default provision contained in the November / December 2021 Notes and payable in cash. However, the Company has not received notification of default from the lender. The cross-default provision requires the accrual of a default penalty of 25 % of the outstanding principal plus accrued interest. The Company has recorded an estimated default penalty of approximately $ 169,000 . June 2022 Mast 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 0.20 As of December 31, 2022, and December 31, 2021, convertible note under the June 2022 Blue Lake Financing, net of debt discount, consist of the following amounts: December 31, 2022 December 31, 2021 Blue Lake Convertible note, 12% coupon June 2023, inclusive of accrued interest $ 469,000 $ - Convertible notes, gross $ 469,000 $ - Less Debt discount recorded (332,748 ) - Amortization debt discount 173,941 - Convertible notes, net $ 310,193 $ - The Company recorded amortization expense related to interest, debt discount, debt issuance costs, fair value allocated to the warrants and the beneficial conversion feature of approximately $ 270,000 and $ 0 during the years ended December 31, 2022, and 2021, respectively, including the guaranteed twelve-month coupon and earned in full at issuance date. This expense included accrued interest of approximately $ 134,000 and $ 0 during the years ended December 31, 2022, and 2021, respectively. As of December 31, 2022, these notes are in technical default due to cross default provision contained in November/December 2021 Notes and payable immediately. However, the Company has not received notification of default from the lender. The cross-default provision in the November / December 2021 and March 2022 notes requires the accrual of a default penalty of 25 % of the outstanding principal plus accrued interest. The Company has recorded an estimated default penalty of approximately $ 94,000 . Other short-term advances As of December 31, 2022, other short-term advances consist of the following amounts obtained from various employees and related parties: SCHEDULE OF SHORT-TERM LOANS Other Advances December 31, 2022 Short term advances from CFO – Related Party $ 25,050 Short term advances – bridge investors & others 245,000 Short term advance – Autotelic Inc. – Related Party 120,000 Total $ 390,050 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 During the fourth quarter of the year ended December 31, 2020, the Company’s CFO and the Bridge Investor provided short term loans of $ 25,000 and $ 50,000 , respectively to the Company. Such loans were repaid as of March 31, 2021. During the year ended December 31, 2021, the CFO provided a total of approximately $ 120,000 , of which $ 75,000 was converted into the August 2021 Notes. During the year ended December 31, 2021, the Company received approximately $ 630,000 primarily from two bridge investors, of which $ 373,500 was converted into the August 2021 Notes, and $ 20,000 was repaid. Approximately $ 245,000 was outstanding as short-term advances to bridge investors as of December 31, 2022. During the year ended December 31, 2021, Autotelic Inc. provided a short-term funding of $ 120,000 250,000 20,000 100,000 120,000 |
JOINT VENTURE WITH GMP BIO AND
JOINT VENTURE WITH GMP BIO AND AFFILIATES, EQUITY METHOD INVESTMENT | 12 Months Ended |
Dec. 31, 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. The JVA required the entering into of the Agreements on or before the execution of the JVA. The JVA defines the valuation of the Agreements (taking into account the transfer of the Company’s rights and obligations under the R&D Agreement) each at approximately $ 11.3 million, for an aggregate of approximately $ 22.7 million. The Parties also agreed that if a Rare Pediatric Disease (“ RPD DIPG Voucher Dragon can suspend funding the JVA if the Series A round of financing is not successfully completed by August 31, 2022, in which case Dragon’s funding obligation would be restricted to $ 250,000 per month to GMP Bio. If Dragon decides to terminate the JVA, the licenses granted under the Agreements shall be terminated and the OT-101 assets licensed by the Company will revert back to the Company. The rest of the JVA deals with the conduct of the JV, the board of directors of GMP Bio and other administrative matters. Dragon shall nominate up to three directors of their choosing to the board of directors of GMP Bio, two of whom are already nominated as “A” Directors and the Company shall nominate up to two directors of their choosing to the board of directors of GMP Bio, one of whom is already nominated as a “B” Director. The JVA defines how the board of directors will operate as well as the general management and operations of the JV. Other standard terms on shareholder rights, indemnification etc. are also defined in the JVA. Also included are the other terms with relation to insurance, indemnification, jurisdiction and other customary terms and conditions. The Agreements include terms of an exclusive, irrevocable, perpetual, royalty-free, sublicensable license under the Licensed Technology to manufacture, have manufactured, use, import, sell, offer for sale or otherwise exploit the Licensed Products, which is OT-101, in the Field, which is all therapeutic uses in humans, and in the Territories, which is the US and the rest of the world. In addition, the Company grants a non-exclusive, irrevocable, perpetual, royalty-free, non-sublicensable license for its sole use of the Company’s Vision Grid system for monitoring process, man flow, equipment flow, and material flow in contract development and manufacturing organization operations. These have been granted to GMP Bio and Sapu Holdings, LLC as the capital contribution by the Company to GMP Bio. The Agreements include the contributions by the key employees, as defined and included in the Agreements, standard representations and warranties, intellectual property protection, insurance, indemnification, jurisdiction and other customary terms and conditions. The Company 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 million and goodwill for $ 4.9 million for an aggregate amount of approximately $ 5.7 million, recorded its initial investment at its fair value for approximately $ 22.6 million and which resulted in a non-cash gain on non-financial asset disposal of approximately $ 17 million, which was reported in other income in the consolidated statements of operations during the year ended December 31, 2022. As of the effective date of the formation of the JV, the combined enterprise value of GMP Bio was approximately $ 50.4 22.7 27.7 22.8 23 million; recorded approximately $ 1.0 5.6 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 | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement And Jh Darbie Financing | |
PRIVATE PLACEMENT AND JH DARBIE FINANCING | NOTE 7 - PRIVATE PLACEMENT AND JH DARBIE FINANCING During the period from July 2020 to March 2021, the Company entered into subscription agreements with certain accredited investors pursuant to the JH Darbie Financing, whereby the Company issued and sold a total of 100 5 ■ 25,000 1.00 ■ One convertible promissory note, convertible into up to 25,000 1.00 138,889 0.18 ■ 50,000 1.00 0.20 three As of December 31, 2022, and 2021, debt recorded under the JH Darbie Financing, net of debt discounts, consist of the following amounts: SCHEDULE OF FUNDS RECEIVED UNDER THE SUBSCRIPTION AGREEMENT December 31, 2022 December 31, 2021 Convertible promissory notes Subscription agreements - accredited investors $ 2,342,064 $ 2,353,253 Subscription agreements – related party 125,547 109,046 Total convertible promissory notes $ 2,466,611 $ 2,462,299 Convertible promissory notes $ 2,466,611 $ 2,462,299 The Company incurred approximately $ 0.64 39,000 Concurrently with the sale of the Units, JH Darbie was granted, for nominal consideration, 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, 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’s 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 aggregate 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 0.15 333,334 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 September 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 key valuation assumptions used consists, in part, of the price of the Company’s Common Stock, a risk-free interest rate based on the yield of a Treasury note and expected volatility of the Company’s Common Stock all as of the measurement date. The Company used the following assumptions to estimate fair value of the warrants: Strike price $ 0.15 Expected Term 1 Expected volatility 115.1 % Risk-free interest rates 1.36 % Dividend yields 0.00 % All the warrants issued in conjunction with the amendment #5 had an exercise price of $ 0.15 2.9 The Company recognized amortization expense related to the debt discount and debt issuance costs of $ 90,737 1,229,865 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 - RELATED PARTY TRANSACTIONS Master Service Agreement with Autotelic Inc. In October 2015, Oncotelic Inc. entered into a Master Service Agreement (the “ MSA Autotelic 10 Expenses related to the MSA were approximately $ 60,000 280,000 225,000 270,000 License Agreement with Autotelic Inc. In September 2021, the Company entered into an exclusive License Agreement with Autotelic. For more information on the exclusive license Agreement with Autotelic, refer to our 2021 Annual Report on Form 10-K filed with SEC on April 15, 2022 Notes Payable and Short-Term Loan – Related Party In April 2019, the Company issued a convertible note to Dr. Trieu totaling $ 164,444 16,444 148,000 250,000 35,000 70,000 50,000 20,000 5 250,000 During the year ended December 31, 2021, Autotelic Inc. provided a short-term funding of $ 120,000 250,000 20,000 100,000 120,000 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 $ 75,000 215,000 |
EQUITY PURCHASE AGREEMENT AND R
EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT | 12 Months Ended |
Dec. 31, 2022 | |
Equity Purchase Agreement And Registration Rights Agreement | |
EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT | NOTE 9 - EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT On May 3, 2021, the Company entered into an Equity Purchase Agreement (“ EPL Peak One Investor 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 year ended December 31, 2022, the Company sold a total of 1,300,000 0.09 0.25 0.2 During the year ended December 31, 2021, the Company sold a total of 3,435,000 0.09 0.23 420,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10 – STOCKHOLDERS’ EQUITY The following transactions affected the Company’s Stockholders’ Equity: Issuance of Common Stock during the year ended December 31, 2022 In January 2022, three of the five investors from the November/December 2021 financing made a cashless exercise for their warrants. In connection with this exercise, the Company issued 3,041,958 5,769,231 In March 2022, the Company sold 300,000 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 4,025,000 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 2,025,000 In September 2022, Blue Lake converted $ 0.1 0.1 1,428,571 In December 2022, Fourth Man converted $ 0.05 0.1 1,428,571 Issuance of Common Stock during the year ended December 31, 2021 During the year ended December 31, 2021, the Company issued 657,200 0 During the year ended December 31, 2021, the Company issued a total of 1,148,235 194,000 During the year ended December 31, 2021, the Company sold 3,435,000 0.09 0.23 420,000 During the third quarter of 2021, the Company issued 1,257,952 RSUs 226,431 In connection with the fully vested RSUs, the Company estimated the fair value using the stock price as of the date of issuance as the RSUs were fully vested and issued as Common Stock of the Company. As such, there were no unvested RSUs as of December 31, 2021. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Compensation Related Costs [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 11 – STOCK-BASED COMPENSATION Options Pursuant to the Merger, the Company’s Common Stock and corresponding outstanding options survived. The below information details the Company’s associated option activity pre and post-merger. As of December 31, 2022, options to purchase Common Stock were outstanding under three stock option plans – the 2017 Equity Incentive Plan (the “ 2017 Plan 2015 Plan 2005 Plan 2,000,000 7,250,000 Employees, consultants, and directors are eligible for awards granted under the 2017 and 2015 Plans. The Company registered an additional total of 20,000,000 Plan 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 year ended December 31, 2022 Average Shares Exercise Price Outstanding at January 1, 2022 16,592,620 $ 0.30 Expired or cancelled (2,359 ) 11.88 Granted and vested during the year* 9,100,000 0.10 Outstanding and exercisable at December 31, 2022 25,690,261 $ 0.23 * Includes 7,280,000 Weighted For the year ended December 31, 2021 Average Shares Exercise Price Outstanding at January 1, 2021 3,941,301 $ 0.78 Granted during the year, fully vested 12,652,761 0.15 Expired or cancelled (1,442 ) 19.80 Outstanding at December 31, 2021 16,592,620 $ 0.30 The following table summarizes information about options to purchase shares of the Company’s Common Stock outstanding and exercisable at December 31, 2022: SCHEDULE OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING AND EXERCISABLE Weighted- Weighted- Average Average Outstanding Remaining Life Exercise Number Exercise prices Options In Years Price Exercisable $ 0.01 0.15 16,250,000 9.16 $ 0.12 6,057,500 0.16 5,502,761 8.5 0.16 5,502,761 0.22 1,750,000 3.3 0.22 1,750,000 0.38 900,000 2.6 0.38 900,000 0.73 762,500 2.3 0.73 762,500 1.37 150,000 0.5 1.37 150,000 1.43 300,000 2.4 1.43 300,000 15.00 75,000 2.4 15.00 75,000 25,690,261 8.0 $ 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 0.05 As of December 31, 2022, there was no 7,280,000 In August 2019, the Company entered into Employment Agreements and incentive compensation arrangements with each of its executive officers, including Dr. Vuong Trieu, the Chief Executive Officer; Dr. Fatih Uckun, the Chief Medical Officer; Dr. Chulho Park, its Chief Technology Officer; and Mr. Amit Shah, the Chief Financial Officer. The incentive stock options and the restricted stock awards approved for the Company’s executive officers were granted and issued in July 2021. The Company issued an aggregate of 1,257,952 4,244,809 4,325,000 none 2,825,000 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 $ 0.9 0.9 Warrants During the year ended December 31, 2020, the Company offered to cancel to all the prior warrants of the warrant holders from the 2018 debt financing and offered to reissue new warrants to such warrant holders. Out of all the warrant holders, holders of 13,750,000 3,465,000 During the year ended December 31, 2021, 2,035,000 467,637 22,000,000 2,190,127 10,576,924 1,172,753 The issuance of warrants to purchase shares of the Company’s Common Stock, including those attributed to debt issuances, for the years ended December 31, 2022 and 2021, respectively are summarized as follows: SCHEDULE OF WARRANTS ACTIVITY Shares Weighted Exercise Price Outstanding at January 1, 2022 53,314,424 $ 0.20 Issued during the year ended December 31, 2022 38,623,816 0.15 0.20 Exercised / cancelled during the year ended December 31, 2022 (10,865,385 ) 0.13 0.20 Outstanding at December 31, 2022 81,072,855 $ 0.18 Weighted- For the year ended December 31, 2021 Average Shares Exercise Price Outstanding at January 1, 2021 18,702,500 $ 0.20 Issued during the year ended December 31, 2021 34,611,924 0.13 0.20 Outstanding at December 31, 2021 53,314,424 $ 0.20 The following table summarizes information about warrants outstanding and exercisable at December 31, 2022: SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE Outstanding and exercisable Weighted- Weighted- Average Average Number Remaining Life Exercise Number Exercise Price Outstanding in Years Price Exercisable $ 0.20 42,737,500 0.25 $ 0.20 42,737,500 0.13 961,539 3.90 0.13 961,539 0.15 33,000,066 1.25 0.15 33,000,066 0.20 4,373,750 4.24 4.48 0.20 4,373,750 81,072,855 0.92 $ 0.18 81,072,855 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 12 – INCOME TAXES Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes as of December 31, 2022 and 2021 are as follows in thousands: SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS AND LIABILITIES December 31, 2022 December 31, 2021 Deferred tax assets: Stock-based compensation $ 2,575 $ 1,164 Assets 2,752 5,736 Liability accruals 323 361 R&D Credit 1,372 4,792 Capital Loss 528 528 Deferred state tax (2,146 ) (2,246 ) Net operating loss carry forward 53,456 57,343 Total gross deferred tax assets 58,860 67,678 Less - valuation allowance (58,860 ) (67,678 ) Net deferred tax assets $ - $ - The Company had gross deferred tax assets of approximately $ 58.9 million and $ 67.7 million as of December 31, 2022 and 2021, respectively, which primarily relate to net operating loss carryforwards. As of December 31, 2022 and 2021, the Company had gross federal net operating loss carryforwards of approximately $ 222.1 million and $ 236.1 million, respectively, which are available to offset future taxable income, if any. The Company recorded a valuation allowance in the full amount of its net deferred tax assets since realization of such tax benefits has been determined by our management to be unlikely. At December 31, 2022 and 2021, the Company had California state gross operating loss carry-forwards of approximately $ 77.2 and $ 76.3 million, which will expire in various amounts from 2028 through 2040 . At December 31, 2022, all the Company’s federal research and development tax credits of approximately $ 3.3 expired in 2021 1.4 no The Company identified its federal and California state tax returns as “major” tax jurisdictions. The periods our income tax returns are subject to examination for these jurisdictions are 2018 through 2021. We believe our income tax filing positions and deductions will be sustained on audit, and we do not anticipate any adjustments that would result in a material change to our financial position. Therefore, no liabilities for uncertain income tax positions have been recorded. Portions of these carryforwards will expire through 2038 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 – COMMITMENTS AND CONTINGENCIES Leases Currently, the Company is leasing the office located at 29397 Agoura Road, Suite 107, Agoura Hills, CA 91301 on a month-to-month basis until such time a new office is identified. The Company believes the office is sufficient for its current operations. Legal Claims From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company is not presently a party to any legal proceedings that it currently believes, if determined adversely to the Company, would individually or taken together have a material adverse effect on the Company’s business, operating results, financial condition or cash flows. PointR Merger Consideration The total purchase price in the PointR Merger of $ 17,831,427 represented the consideration transferred from the Company and was calculated based on the number of shares of Common Stock plus the preferred shares outstanding but convertible into Common Stock outstanding at the date of the PointR Merger and included $ 2,625,000 of contingent consideration of shares issuable to PointR shareholders, which could increase to $ 15 million of contingent consideration, upon achievement of certain milestones. For more information on the PointR Merger Contingent Consideration, refer to our 2021 Annual Report on Form 10-K filed with the SEC on April 15, 2022. 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 breach of employment contract claim against the Company. The Company and its legal counsel are 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 and its legal counsel are 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 | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS Blue Lake conversion In February 2023, the Company partially converted $ 71,750 1,025,000 March 2022 Note As of the date of this Report, the March 2022 Note with Fourth Man is in default, as it was due to be paid at the end of March 2023. As such, the May and June 2022 Notes with Mast Hill and Blue Lake are also in technical default due to the cross-default provisions contained in those Notes. These are now available for conversion to shares of Common Stock of the Company. J. H. Darbie PPM Notes As of the date of this Report, the JH Darbie PPM Notes are in default as these notes were to be paid at the end of March 2023.The Company is in discussion with JH Darbie to close out these notes. The Company is fairly confident a resolution should be reached to resolve the matter. Claim The Company is disputing a judgement of $ 20,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions and disclosure of contingent liabilities at the date of the financial statements and revenues and expense during the reporting period. Actual results could materially differ from those estimates. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the financial statements. Significant estimates include the valuation of goodwill and intangible assets for impairment, deferred tax asset and valuation allowance, and fair value of financial instruments. |
Cash | Cash As of December 31, 2022 and 2021, respectively, the Company held all its cash in banks in the United States of America. The Company considers investments in highly liquid instruments with a maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021, respectively. Restricted cash consists of certificates of deposits held at banks as collateral for various purposes. |
Debt issuance Costs and Debt discount | Debt issuance Costs and Debt discount Issuance costs are specific incremental costs that are (1) paid to third parties and (2) directly attributable to the issuance of a debt or equity instrument. The issuance costs attributable to the initial sale of the instrument are offset against the associated proceeds in the determination of the instrument’s initial net carrying amount. Debt issuance costs and debt discounts are being amortized over the lives of the related financings on a basis that approximates the effective interest method. Costs and discounts are presented as a reduction of the related debt in the accompanying balance sheets if related to the issuance of debt or presented as a reduction of additional paid in capital if related to the issuance of an equity instrument. The Company applies the relative fair value to allocate the issuance costs among freestanding instruments that form part of the same transaction. If the Company amends the terms of its convertible notes, the Company reviews and applies the guidance per ASC 470-60 Troubled debt restructurings Debt-Modifications and Extinguishments |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued expense approximate their fair values based on the short-term maturity of these instruments. As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. The three levels of the fair value hierarchy defined by ASC 820 are as follows: ● Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. ● Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. ● Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company did not have any Level 1 or Level 2 assets and liabilities at December 31, 2022 and 2021. |
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 December 31, 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 December 31, 2022 Investment in GMP Bio (equity securities) $ 22,640,519 $ - $ - $ 22,640,519 Total $ 22,640,519 $ - $ - $ 22,640,519 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 December 31, 2022. The Company did not own similar long-term investments as of December 31, 2021: SUMMARY OF CHANGES IN FAIR VALUE OF LONG-TERM INVESTMENT IN EQUITY SECURITIES December 31, 2022 Balance at January 1, 2022 $ - Contribution at cost basis 5,689,042 Gain on derecognition of non-financial asset 16,951,477 Change in fair value - Balance at December, 2022 $ 22,640,519 |
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 December 31, 2022 and 2021, are Level 3 fair value measurements. The table below sets forth a summary of the changes in the fair value of the Company’s derivative liabilities classified as Level 3 as of December 31, 2022 and 2021: SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES December 31, 2022 December 31, 2021 Balance at beginning of the year ended $ 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 (142,150 ) (292,149 ) Balance at the end of the year ended $ 198,140 $ 340,290 At December 31, 2022 and 2021, respectively, 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 December 31, 2022 and 2021: SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES December 31, 2022 December 31, 2021 Risk free interest 0.17 4.0 % 0.3 % Market price of share $ 0.05 0.23 $ 0.17 Life of instrument in years 0.01 0.33 0.31 Volatility 99.80 116.51 140 % Dividend yield 0 % 0 % When the Company changes its valuation inputs for measuring financial liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the years ended December 31, 2022 and 2021, 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. Approximately 156 million equivalent shares of Common Stock have been excluded in the computation of the dilutive income per share for the year ended December 31, 2022. No similar equivalent shares of the Common Stock were excluded during the year ended December 31, 2021, as the Company had a loss and addition of such stock equivalents in the computation would have been anti-dilutive. The table below sets forth a reconciliation of the basic weighted average common stock outstanding to the diluted weighted average common stock outstanding of the Company as of December 31, 2022: SCHEDULE OF BASIC AND DILUTED WEIGHTED AVERAGE COMMON STOCK OUTSTANDING December 31, 2022 Basic weighted average common stock outstanding 384,075,369 Add: Dilutive common stock equivalents Stock options outstanding 2,606,054 Warrants outstanding 68,681 Convertible debt, convertible into common stock 70,549,786 Diluted weighted average common stock outstanding 457,299,890 |
Stock-Based Compensation | Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ ASC 718 For stock options issued, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the Common Stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the Common Stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. For warrants issued in connection with fund raising activities, the Company estimates the grant date fair value of each warrant using the Black-Scholes pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the warrant, the expected volatility of the Common Stock consistent with the expected life of the warrant, risk-free interest rates and expected dividend yields of the Common Stock. If the warrants are issued upon termination or cancellation of prior issued warrants, then the Company estimates the grant date fair value of the new warrants using the Black-Scholes pricing model and evaluates whether the new warrants are deemed as equity instruments or liability instruments. If the warrants are deemed to be equity instruments, the Company records stock compensation expense and an addition to additional paid in capital. If however, the warrants are deemed to be liability instruments, then the fair value is treated as a deemed dividend and credited to additional paid in capital. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the years ended December 31, 2022 and 2021, there were no impairment losses recognized for long-lived assets. |
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 years ended December 31, 2022 and 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. The Company has always operated as a single unit. 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. 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. For the year ended December 31, 2022, we recorded an impairment loss of approximately $ 4.1 4.8 million associated with OT-101 upon the transfer of our non-financial asset as a capital contribution for our 45 % ownership in the JV. For more information on goodwill and impairment, refer to Note 3 to these Notes to the Consolidated Financial Statements. |
Derivative Financial Instruments Indexed to the Company’s Common Stock | Derivative Financial Instruments Indexed to the Company’s Common Stock We have generally issued derivative financial instruments, such as warrants, in connection with our equity offerings. We evaluate the terms of these derivative financial instruments in order to determine their accounting treatment in our financial statements. Key considerations include whether the financial instruments are freestanding and whether they contain conditional obligations. If the warrants are freestanding, do not contain conditional obligations and meet other classification criteria, we account for the warrants as an equity instrument. However, if the warrants contain conditional obligations, then we account for the warrants as a liability until the conditional obligations are met or are no longer relevant. Because no established market prices exist for the warrants that we issue in connection with our equity offerings, we must estimate the fair value of the warrants, which is as inherently subjective as it is for stock options, and for similar reasons as noted in the stock-based compensation section above. For financial instruments which are accounted for as a liability, we report any changes in their estimated fair values as gains or losses in our Consolidated Statement of Income. |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815 “Derivatives and Hedging”. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20 “Debt – Debt with Conversion and Other Options.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Original issue discounts (“ OID ASC 815-40 “Derivatives and Hedging – Contracts in Entity’s Own Equity” provides that, among other things, generally, if an event occurs that is not within the entity’s control could or would require net cash settlement, then the contract shall be classified as an asset or a liability. |
Variable Interest Entity (VIE) Accounting | Variable Interest Entity (VIE) Accounting The Company evaluates its ownership, contractual relationships and other interests in entities to determine the nature and extent of the interests, whether such interests are variable interests and whether the entities are VIEs in accordance with ASC 810, Consolidations. These evaluations can be complex and involve Management judgment as well as the use of estimates and assumptions based on available historical information, among other factors. Based on these evaluations, if the Company determines that it is the primary beneficiary of a VIE, the entity is consolidated into the financial statements. At December 31, 2022 and 2021, the Company identified EdgePoint to be the Company’s sole VIE. At December 31, 2022, and 2021, the Company’s ownership percentage of EdgePoint was 29 0.1 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 Topic 606, Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue when its customers obtain control of the promised good or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company applies the following five-step process: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company identifies the performance obligation(s) in the contract by assessing whether the goods or services promised within each contract are distinct. The Company then recognizes revenue for the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company anticipates generating revenues from rendering services to other third party customers for the development of certain drug products and/or in connection with certain out-licensing agreements. In the case of services rendered for development of the drugs, revenue is recognized upon the achievement of the performance obligations or over time on a straight-line basis over the extended service period. In the case of out-licensing contracts, the Company records revenues either (i) upon achievement of certain pre-defined milestones when there is no obligation of the Company achieve any performance obligations in connection with the said pre-defined milestones, or (ii) upon achievement of the performance obligations if the milestones require the Company to provide the performance obligations. The Company occasionally collects advance payments from customers toward commitments to provide services or performance obligations, in which case the advance payment is recorded as a liability until the obligations are fulfilled and revenue is recognized. |
Research & Development Costs | Research & Development Costs In accordance with ASC 730-10-25 “Research and Development”, research and development costs are charged to expense as and when incurred. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ ASU 2020-06 All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF UNREALIZED GAINS AND LOSSES | SCHEDULE OF UNREALIZED GAINS AND LOSSES Initial Book Value Cumulative Cumulative Fair December 31, 2022 Investment in GMP Bio (equity securities) $ 22,640,519 $ - $ - $ 22,640,519 Total $ 22,640,519 $ - $ - $ 22,640,519 |
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 December 31, 2022 Balance at January 1, 2022 $ - Contribution at cost basis 5,689,042 Gain on derecognition of non-financial asset 16,951,477 Change in fair value - Balance at December, 2022 $ 22,640,519 |
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 December 31, 2022 and 2021: SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES December 31, 2022 December 31, 2021 Balance at beginning of the year ended $ 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 (142,150 ) (292,149 ) Balance at the end of the year ended $ 198,140 $ 340,290 |
SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES | SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES December 31, 2022 December 31, 2021 Risk free interest 0.17 4.0 % 0.3 % Market price of share $ 0.05 0.23 $ 0.17 Life of instrument in years 0.01 0.33 0.31 Volatility 99.80 116.51 140 % Dividend yield 0 % 0 % |
SCHEDULE OF BASIC AND DILUTED WEIGHTED AVERAGE COMMON STOCK OUTSTANDING | The table below sets forth a reconciliation of the basic weighted average common stock outstanding to the diluted weighted average common stock outstanding of the Company as of December 31, 2022: SCHEDULE OF BASIC AND DILUTED WEIGHTED AVERAGE COMMON STOCK OUTSTANDING December 31, 2022 Basic weighted average common stock outstanding 384,075,369 Add: Dilutive common stock equivalents Stock options outstanding 2,606,054 Warrants outstanding 68,681 Convertible debt, convertible into common stock 70,549,786 Diluted weighted average common stock outstanding 457,299,890 |
ACQUISITIONS, GOODWILL AND IN_2
ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Acquisitions Goodwill And Intangible Assets | |
SUMMARY OF GOODWILL | A summary of our goodwill as of December 31, 2022 and 2021 is shown below: SUMMARY OF GOODWILL December 31, 2022 December 31, 2021 Balance at beginning of the year ended $ 21,062,455 $ 21,062,455 Less: Derecognition upon recording of gain on non-financial asset (4,880,000 ) - Less; Goodwill impairment due to market capitalization (4,111,079 ) - Balance at the end of the year ended $ 12,071,376 $ 21,062,455 |
SCHEDULE OF INTANGIBLE ASSETS | The following table summarizes the balances as of December 31, 2022 and 2021, respectively, of the intangible assets acquired, their useful life, and annual amortization: SCHEDULE OF INTANGIBLE ASSETS December 31, 2022 Remaining Estimated Intangible asset – Intellectual property $ 819,191 16.00 Intangible asset – Capitalization of license cost 190,989 16.00 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 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Accounts payable and accrued expense consists of the following amounts: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, 2022 December 31, 2021 Accounts payable $ 1,735,764 $ 1,927,749 Accrued expenses 775,100 1,164,974 Accounts payable and accrued liabilities, current $ 2,510,864 $ 3,092,723 December 31, 2022 December 31, 2021 Accounts payable – related party $ 332,432 $ 403,423 |
CONVERTIBLE DEBENTURES, NOTES_2
CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE DEBENTURES AND NOTES, NET OF DISCOUNT | As of December 31, 2022, special purchase agreements (SPAs) with convertible debentures and notes, net of debt discount and including accrued interest, if any, consist of the following amounts: SCHEDULE OF CONVERTIBLE DEBENTURES AND NOTES, NET OF DISCOUNT December 31, December 31, 2022 2021 Convertible debentures 10% Convertible note payable, due April 23, 2022 – Bridge Investor $ 35,556 $ 31,167 10% Convertible note payable, due April 23, 2022 – Related Party 164,444 144,951 10% Convertible note payable, due August 6, 2022 – Bridge Investor 200,000 188,319 400,000 364,437 Fall 2019 Notes 5% Convertible note payable – Stephen Boesch 123,958 118,958 5% Convertible note payable – Related Party 288,733 276,233 5% Convertible note payable – Dr. Sanjay Jha (Through his family trust) 288,253 275,753 5% Convertible note payable – CEO, CTO* & CFO – Related Parties 94,457 90,357 5% Convertible note payable – Bridge Investors 193,522 185,122 988,923 946,423 August 2021 Convertible Notes 5% Convertible note – Autotelic Inc– Related Party 267,553 256,634 5% Convertible note – Bridge investors 399,722 381,123 5% Convertible note – CFO – Related Party 80,266 76,531 747,541 714,288 JH Darbie PPM Debt 16% Convertible Notes - Non-related parties 2,441,471 - 16% Convertible Notes – CEO – Related Party 124,547 - 2,566,018 - November/December 2021 & March 2022 Notes 12% Convertible Notes – Accredited Investors 619,345 - Debt for Clinical Trials – GMP 2% Convertible Notes – GMP 4,659,782 - May and June 2022 Note 12% Convertible Notes – Accredited Investors 885,312 - Other Debt Short term debt – CEO - 20,000 Short term debt – Bridge investors 245,000 265,000 Short term debt from CFO – Related Party 25,050 45,050 Short term debt – Autotelic Inc– Related Party 120,000 20,000 390,050 350,050 Accrued interest - 9,212 Total of convertible debentures & notes and other debt $ 11,256,971 2,384,410 |
SCHEDULE OF CONVERTIBLE NOTES, NET OF DISCOUNT | As of December 31, 2022, and December 31, 2021, convertible notes under the November-December 2021 Financing, net of debt discount, consist of the following amounts: SCHEDULE OF CONVERTIBLE NOTES, NET OF DISCOUNT December 31, 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 Global Opportunities LLC Convertible note, 12% coupon, December 2021 - 250,000 Blue Lake Partners LLC Convertible note, 12% coupon, December 2021, inclusive of accrued interest 227,187 250,000 Fourth Man LLC Convertible note, 12% coupon December 2021, inclusive of accrued interest 112,500 250,000 Convertible notes, gross $ 339,687 $ 1,250,000 Less: Debt discounts recorded (500,000 ) (1,250,000 ) Amortization of debt discounts 500,000 76,994 Convertible notes, net of discounts $ 339,687 76,994 December 31, 2022 December 31, 2021 Fourth Man Convertible note, 12% coupon March 2023 inclusive of accrued interest $ 340,959 $ - Debt discount amortization (61,301 ) - Convertible notes, net $ 279,658 - December 31, 2022 December 31, 2021 Mast Hill Convertible note, 12% coupon May 2023, inclusive of accrued interest $ 847,000 $ - Convertible notes, gross $ 847,000 $ - Less Debt discount recorded (605,000 ) - Amortization debt discount 333,119 - Convertible notes, net $ 575,119 $ - As of December 31, 2022, and December 31, 2021, convertible note under the June 2022 Blue Lake Financing, net of debt discount, consist of the following amounts: December 31, 2022 December 31, 2021 Blue Lake Convertible note, 12% coupon June 2023, inclusive of accrued interest $ 469,000 $ - Convertible notes, gross $ 469,000 $ - Less Debt discount recorded (332,748 ) - Amortization debt discount 173,941 - Convertible notes, net $ 310,193 $ - |
SCHEDULE OF SHORT-TERM LOANS | As of December 31, 2022, other short-term advances consist of the following amounts obtained from various employees and related parties: SCHEDULE OF SHORT-TERM LOANS Other Advances December 31, 2022 Short term advances from CFO – Related Party $ 25,050 Short term advances – bridge investors & others 245,000 Short term advance – Autotelic Inc. – Related Party 120,000 Total $ 390,050 |
PRIVATE PLACEMENT AND JH DARB_2
PRIVATE PLACEMENT AND JH DARBIE FINANCING (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement And Jh Darbie Financing | |
SCHEDULE OF FUNDS RECEIVED UNDER THE SUBSCRIPTION AGREEMENT | As of December 31, 2022, and 2021, debt recorded under the JH Darbie Financing, net of debt discounts, consist of the following amounts: SCHEDULE OF FUNDS RECEIVED UNDER THE SUBSCRIPTION AGREEMENT December 31, 2022 December 31, 2021 Convertible promissory notes Subscription agreements - accredited investors $ 2,342,064 $ 2,353,253 Subscription agreements – related party 125,547 109,046 Total convertible promissory notes $ 2,466,611 $ 2,462,299 Convertible promissory notes $ 2,466,611 $ 2,462,299 |
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) | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2022 Average Shares Exercise Price Outstanding at January 1, 2022 16,592,620 $ 0.30 Expired or cancelled (2,359 ) 11.88 Granted and vested during the year* 9,100,000 0.10 Outstanding and exercisable at December 31, 2022 25,690,261 $ 0.23 * Includes 7,280,000 Weighted For the year ended December 31, 2021 Average Shares Exercise Price Outstanding at January 1, 2021 3,941,301 $ 0.78 Granted during the year, fully vested 12,652,761 0.15 Expired or cancelled (1,442 ) 19.80 Outstanding at December 31, 2021 16,592,620 $ 0.30 |
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 December 31, 2022: SCHEDULE OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING AND EXERCISABLE Weighted- Weighted- Average Average Outstanding Remaining Life Exercise Number Exercise prices Options In Years Price Exercisable $ 0.01 0.15 16,250,000 9.16 $ 0.12 6,057,500 0.16 5,502,761 8.5 0.16 5,502,761 0.22 1,750,000 3.3 0.22 1,750,000 0.38 900,000 2.6 0.38 900,000 0.73 762,500 2.3 0.73 762,500 1.37 150,000 0.5 1.37 150,000 1.43 300,000 2.4 1.43 300,000 15.00 75,000 2.4 15.00 75,000 25,690,261 8.0 $ 0.30 15,497,761 |
SCHEDULE OF WARRANTS ACTIVITY | The issuance of warrants to purchase shares of the Company’s Common Stock, including those attributed to debt issuances, for the years ended December 31, 2022 and 2021, respectively are summarized as follows: SCHEDULE OF WARRANTS ACTIVITY Shares Weighted Exercise Price Outstanding at January 1, 2022 53,314,424 $ 0.20 Issued during the year ended December 31, 2022 38,623,816 0.15 0.20 Exercised / cancelled during the year ended December 31, 2022 (10,865,385 ) 0.13 0.20 Outstanding at December 31, 2022 81,072,855 $ 0.18 Weighted- For the year ended December 31, 2021 Average Shares Exercise Price Outstanding at January 1, 2021 18,702,500 $ 0.20 Issued during the year ended December 31, 2021 34,611,924 0.13 0.20 Outstanding at December 31, 2021 53,314,424 $ 0.20 |
SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE | The following table summarizes information about warrants outstanding and exercisable at December 31, 2022: SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE Outstanding and exercisable Weighted- Weighted- Average Average Number Remaining Life Exercise Number Exercise Price Outstanding in Years Price Exercisable $ 0.20 42,737,500 0.25 $ 0.20 42,737,500 0.13 961,539 3.90 0.13 961,539 0.15 33,000,066 1.25 0.15 33,000,066 0.20 4,373,750 4.24 4.48 0.20 4,373,750 81,072,855 0.92 $ 0.18 81,072,855 |
Stock Options [Member] | |
SCHEDULE OF ASSUMPTIONS TO ESTIMATE FAIR VALUE OF THE WARRANTS | 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 % |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS AND LIABILITIES | Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes as of December 31, 2022 and 2021 are as follows in thousands: SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS AND LIABILITIES December 31, 2022 December 31, 2021 Deferred tax assets: Stock-based compensation $ 2,575 $ 1,164 Assets 2,752 5,736 Liability accruals 323 361 R&D Credit 1,372 4,792 Capital Loss 528 528 Deferred state tax (2,146 ) (2,246 ) Net operating loss carry forward 53,456 57,343 Total gross deferred tax assets 58,860 67,678 Less - valuation allowance (58,860 ) (67,678 ) Net deferred tax assets $ - $ - |
SCHEDULE OF UNREALIZED GAINS AN
SCHEDULE OF UNREALIZED GAINS AND LOSSES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Investment in equity securities, initial book value | $ 22,640,519 | |
Investment in equity securities, unrealized gains | ||
Investment in equity securities, unrealized losses | ||
Investment in equity securities, fair value | 22,640,519 | |
GMP Bio [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Investment in equity securities, initial book value | 22,640,519 | |
Investment in equity securities, unrealized gains | ||
Investment in equity securities, unrealized losses | ||
Investment in equity securities, fair value | $ 22,640,519 |
SUMMARY OF CHANGES IN FAIR VALU
SUMMARY OF CHANGES IN FAIR VALUE OF LONG-TERM INVESTMENT IN EQUITY SECURITIES (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Accounting Policies [Abstract] | |
Balance at January 1, 2022 | |
Contribution at cost basis | 5,689,042 |
Gain on derecognition of non-financial asset | 16,951,477 |
Change in fair value | |
Balance at December, 2022 | $ 22,640,519 |
SUMMARY OF CHANGES IN FAIR VA_2
SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Balance at beginning of the year ended | $ 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 | (142,150) | (292,149) |
Balance at the end of the year ended | $ 198,140 | $ 340,290 |
SUMMARY OF ESTIMATE FAIR VALUE
SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES (Details) | 12 Months Ended | |
Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative Liability, Measurement Input | 0.0017 | 0.003 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative Liability, Measurement Input | 0.040 | |
Measurement Input, Share Price [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative Liability, Measurement Input | 0.05 | |
Measurement Input, Share Price [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative Liability, Measurement Input | 0.23 | 0.17 |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input term | 3 days | 3 months 21 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 | 0.9980 | |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative Liability, Measurement Input | 1.1651 | 1.40 |
Measurement Input, Expected Dividend Rate [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative Liability, Measurement Input | 0 | 0 |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 16 Months Ended | |||||||||||||||||
Feb. 25, 2020 | Dec. 31, 2022 | Oct. 31, 2022 | Sep. 30, 2022 | Aug. 31, 2022 | Jun. 30, 2022 | May 31, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Sep. 30, 2021 | May 31, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Nov. 30, 2021 | Oct. 31, 2021 | Aug. 31, 2021 | Jun. 30, 2021 | Jan. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Common stock, shares authorized | 750,000,000 | ||||||||||||||||||||
Warrants Exercisable, exercisable number of warrants | 81,072,855 | 81,072,855 | |||||||||||||||||||
Warrants issuance cost | $ 2,900,000 | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 158,820 | $ 420,302 | |||||||||||||||||||
Common stock, par value | $ 0.01 | ||||||||||||||||||||
Proceeds from Issuance of Common Stock | 158,820 | $ 420,293 | |||||||||||||||||||
Proceeds from convertible debt | 966,425 | 307,500 | |||||||||||||||||||
Convertible notes into common stock, shares | 4,025,000 | ||||||||||||||||||||
Net Income (Loss) Attributable to Parent | 5,094,981 | (9,391,042) | |||||||||||||||||||
Working capital deficit | $ 16,960,000 | 16,960,000 | |||||||||||||||||||
Business Combination, Contingent Consideration, Liability | $ 2,600,000 | 2,600,000 | |||||||||||||||||||
Net Cash Provided by (Used in) Operating Activities | 1,452,562 | 4,434,465 | |||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 1,545,052 | ||||||||||||||||||||
Number of shares issued and sold | 3,435,000 | ||||||||||||||||||||
Warrant term | 11 months 1 day | 11 months 1 day | |||||||||||||||||||
Autotelic Inc [Member] | |||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 100,000 | ||||||||||||||||||||
First Fire Note [Member] | |||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 35,000 | ||||||||||||||||||||
Conversion of Stock, Amount Converted | 500,000 | ||||||||||||||||||||
Note Holders [Member] | |||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Common shares issued for cash, shares | 912,162 | 3,041,958 | |||||||||||||||||||
Oncotelic Warrant [Member] | |||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Common shares issued for cash, shares | 33,000,000 | ||||||||||||||||||||
Warrants Exercisable, exercisable number of warrants | 50,000 | ||||||||||||||||||||
2015 Equity Incentive Plan [Member] | |||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Number of option shares issued | 20,000,000 | ||||||||||||||||||||
Common stock shares issued for future issuance | 27,250,000 | 27,250,000 | |||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Common stock, shares authorized | 150,000,000 | ||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Common stock, shares authorized | 750,000,000 | ||||||||||||||||||||
Peak One Opportunity Fund, L.P [Member] | |||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Common shares issued for cash, shares | 300,000 | 300,000 | 300,000 | ||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 23,000 | $ 47,000 | $ 52,000 | ||||||||||||||||||
Fourth Man LLC [Member] | |||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Debt conversion value | $ 50,000 | $ 68,250 | $ 140,000 | ||||||||||||||||||
Convertible notes into common stock, shares | 739,285 | 1,428,571 | 2,025,000 | ||||||||||||||||||
PointR [Member] | |||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Net Cash Provided by (Used in) Operating Activities | $ 1,500,000 | ||||||||||||||||||||
JH Darbie & Co Inc [Member] | |||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Warrants Exercisable, exercisable number of warrants | 22,000,000 | ||||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 5,000,000 | ||||||||||||||||||||
Payment of direct placement fees | $ 700,000 | ||||||||||||||||||||
Placement agent fees | $ 650,000 | ||||||||||||||||||||
Number of shares issued and sold | 10 | ||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||
JH Darbie & Co Inc [Member] | Minimum [Member] | |||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Number of shares issued and sold | 40 | ||||||||||||||||||||
JH Darbie & Co Inc [Member] | Maximum [Member] | |||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Number of shares issued and sold | 100 | ||||||||||||||||||||
Supplemental Agreement [Member] | Golden Mountain Partners LLC [Member] | |||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Investment Company, General Partner Advisory Service | $ 1,200,000 | ||||||||||||||||||||
Equity Purchase Agreement [Member] | |||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Common shares issued for cash, shares | 4,700,000 | ||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 600,000 | ||||||||||||||||||||
Proceeds from Issuance of Private Placement | 200,000 | ||||||||||||||||||||
Equity Purchase Agreement [Member] | Peak One Opportunity Fund, L.P [Member] | |||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 10,000,000 | ||||||||||||||||||||
Common stock, par value | $ 0.01 | ||||||||||||||||||||
Securities Purchase Agreements [Member] | |||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Common stock, par value | $ 0.01 | ||||||||||||||||||||
Debt instrument face amount | $ 0.6 | $ 0.25 | $ 203,750 | $ 0.25 | |||||||||||||||||
Proceeds from convertible debt | $ 1,250,000 | ||||||||||||||||||||
Geneva Agreement [Member] | |||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Convertible debt | $ 103,750 | ||||||||||||||||||||
Proceeds from Issuance of Private Placement | 500,000 | ||||||||||||||||||||
Proceeds from related party debt | $ 1,100,000 | ||||||||||||||||||||
Note Purchase Agreements [Member] | Autotelic Inc [Member] | |||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Debt instrument face amount | $ 698,500 | ||||||||||||||||||||
Debt instrumental interest rate | 5% | ||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Debt instrument face amount | $ 340,000 | ||||||||||||||||||||
Unsecured Convertible Note Purchase Agreement [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Convertible debt | $ 500,000 | $ 1,500,000 | $ 500,000 | ||||||||||||||||||
Debt instrumental interest rate | 2% | ||||||||||||||||||||
License Agreement [Member] | |||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Milestone payment | $ 50,000,000 | ||||||||||||||||||||
Royalties percent | 15% | 15% | |||||||||||||||||||
Since Inception Date [Member] | |||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Net Income (Loss) Attributable to Parent | $ 25,900,000 | ||||||||||||||||||||
Point R merger agreement [Member] | |||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Working capital deficit | $ 1,300,000 | $ 1,300,000 |
SCHEDULE OF BASIC AND DILUTED W
SCHEDULE OF BASIC AND DILUTED WEIGHTED AVERAGE COMMON STOCK OUTSTANDING (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basic weighted average common stock outstanding | 384,075,369 | 303,078,548 |
Stock options outstanding | 2,606,054 | |
Warrants outstanding | 68,681 | |
Convertible debt, convertible into common stock | 70,549,786 | |
Diluted weighted average common stock outstanding | 457,299,890 | 303,078,548 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Impairment of intangible assets | $ 0 | $ 0 |
Gain loss on intangible assets | 800,000 | |
Goodwill, Impairment Loss | $ 4,111,079 | |
Variable interest entity percentage | 29% | 29% |
Assets | $ 36,116,819 | $ 23,613,351 |
Consolidated Entity, Excluding Consolidated VIE [Member] | ||
Assets | $ 100,000 | $ 100,000 |
OT-101 [Member] | ||
Ownership percentage | 45% | |
Goodwill, Impairment Loss | $ 4,800,000 | |
Fair Value, Inputs, Level 3 [Member] | PointR [Member] | ||
Contigent consideration | $ 2,625,000 |
SUMMARY OF GOODWILL (Details)
SUMMARY OF GOODWILL (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Acquisitions Goodwill And Intangible Assets | ||
Balance at beginning of the year ended | $ 21,062,455 | $ 21,062,455 |
Less: Derecognition upon recording of gain on non-financial asset | (4,880,000) | |
Less; Goodwill impairment due to market capitalization | (4,111,079) | |
Balance at the end of the year ended | $ 12,071,376 | $ 21,062,455 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible asset, gross | $ 1,010,180 | $ 1,010,180 | $ 4,900,000 |
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 | 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 | 17 years |
ACQUISITIONS, GOODWILL AND IN_3
ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2019 | Apr. 30, 2019 | |
Goodwill | $ 12,071,376 | $ 21,062,455 | $ 21,062,455 | |||
Intangible asset, gross | 1,010,180 | 1,010,180 | $ 4,900,000 | |||
Goodwill, Impairment Loss | 4,111,079 | |||||
Amortization of identifiable intangible assets | 12,841 | 51,365 | ||||
Derecognition of carrying value upon sale of asset | 800,000 | |||||
Intangible asset, net | 821,841 | |||||
Research and Development Expense [Member] | ||||||
Intangible asset, net | $ 1,101,760 | $ 1,101,760 | ||||
Merger Agreement [Member] | ||||||
Goodwill | $ 4,900,000 | |||||
Merger Agreement [Member] | PointR [Member] | ||||||
Goodwill | $ 16,182,456 | |||||
Assignment And Assumption Agreement [Member] | Autotelic Inc [Member] | ||||||
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 ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,735,764 | $ 1,927,749 |
Accrued expenses | 775,100 | 1,164,974 |
Accounts payable and accrued liabilities, current | 2,510,864 | 3,092,723 |
Accounts payable – related party | $ 332,432 | $ 403,423 |
SCHEDULE OF CONVERTIBLE DEBENTU
SCHEDULE OF CONVERTIBLE DEBENTURES AND NOTES, NET OF DISCOUNT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Short-term Debt [Line Items] | ||
Other debt | $ 390,050 | |
Other debt | 390,050 | $ 350,050 |
Accrued interest | (9,212) | |
Accrued interest | 9,212 | |
Total of debentures, notes and other debt | 11,256,971 | 2,384,410 |
August 2021 Convertible Notes [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | 747,539 | |
Bridge Investor [Member] | ||
Short-term Debt [Line Items] | ||
Other debt | 245,000 | |
Other debt | 245,000 | 265,000 |
5% Convertible Note Payable - Stephen Boesch [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | 123,958 | 118,958 |
5% Convertible Note Payable - Related Party [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | 288,733 | 276,233 |
5% Convertible Note Payable - Sanjay Jha [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | 288,253 | 275,753 |
Five Percent Convertible Note Payable CEO CTO and CFO Related Parties [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | 94,457 | 90,357 |
5% Convertible note payable - Bridge Investors [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | 193,522 | 185,122 |
5% Convertible Note Payable [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | 988,923 | 946,423 |
5% Convertible note Autotelic Inc Related Party [Member] | August 2021 Convertible Notes [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | 267,553 | 256,634 |
5% Convertible Note - Bridge Investors [Member] | August 2021 Convertible Notes [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | 399,722 | 381,123 |
5% Convertible note CFO Related Party [Member] | August 2021 Convertible Notes [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | 80,266 | 76,531 |
5% Convertible Note [Member] | August 2021 Convertible Notes [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | 747,541 | 714,288 |
Chief Financial Officer [Member] | ||
Short-term Debt [Line Items] | ||
Other debt | 25,050 | 45,050 |
12% Convertible Note [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | 619,345 | |
Debt Clinical Trials GMP Convertible Note [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | 4,659,782 | |
12% Convertible Note - Accredited Investors [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | 885,312 | |
Chief Executive Officer [Member] | ||
Short-term Debt [Line Items] | ||
Other debt | 20,000 | |
Autotelic [Member] | ||
Short-term Debt [Line Items] | ||
Other debt | 120,000 | |
Other debt | 120,000 | 20,000 |
10% Convertible Note Payable Due April 23, 2022 [Member] | Related Party [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | 164,444 | 144,951 |
10% Convertible Note Payable Due April 23, 2022 [Member] | Bridge Investor [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | 35,556 | 31,167 |
10% Convertible Note Payable Due August 6, 2022 [Member] | Bridge Investor [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | 200,000 | 188,319 |
10% Convertible Note Payable [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | 400,000 | 364,437 |
16% Convertible Notes [Member] | JH Darbie PPM Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | 2,566,018 | |
16% Convertible Notes [Member] | Non-related Parties [Member] | JH Darbie PPM Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | 2,441,471 | |
16% Convertible Notes [Member] | Chief Financial Officer [Member] | JH Darbie PPM Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible note payable | $ 124,547 |
SCHEDULE OF CONVERTIBLE NOTES,
SCHEDULE OF CONVERTIBLE NOTES, NET OF DISCOUNT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Short-term Debt [Line Items] | ||
Convertible notes, gross | $ 339,687 | $ 1,250,000 |
Less Debt discount recorded | (500,000) | (1,250,000) |
Amortization debt discount | 500,000 | 76,994 |
Convertible notes, net | 339,687 | 76,994 |
Fourth Man Convertible Note [Member] | ||
Short-term Debt [Line Items] | ||
Less Debt discount recorded | (61,301) | |
Convertible notes, net | 279,658 | |
Fourth Man Convertible Note [Member] | Twelve Percent Coupon March Two Thousand Twenty Three [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes, net | 340,959 | |
May 2023 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes, gross | 847,000 | |
Less Debt discount recorded | (605,000) | |
Amortization debt discount | 333,119 | |
Convertible notes, net | 575,119 | |
June 2023 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes, gross | 469,000 | |
Less Debt discount recorded | (332,748) | |
Amortization debt discount | 173,941 | |
Convertible notes, net | 310,193 | |
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 | 847,000 | |
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 | 227,187 | 250,000 |
Fourth Man [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes, gross | 112,500 | 250,000 |
Blue Lake Partners LLC [Member] | June 2023 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes, gross | $ 469,000 |
SCHEDULE OF SHORT-TERM LOANS (D
SCHEDULE OF SHORT-TERM LOANS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Total | $ 390,050 | |
Chief Executive Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Short term advances from CFO – Related Party | 25,050 | |
Total | $ 20,000 | |
Bridge Investor [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Total | 245,000 | |
Autotelic [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Total | $ 120,000 |
CONVERTIBLE DEBENTURES, NOTES_3
CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Aug. 06, 2019 | Dec. 31, 2022 | Aug. 31, 2022 | Jun. 30, 2022 | May 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Aug. 31, 2021 | Jul. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2019 | Nov. 30, 2019 | Apr. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Jan. 31, 2022 | Sep. 30, 2021 | Aug. 17, 2021 | Jun. 30, 2021 | May 31, 2021 | Jun. 30, 2020 | Apr. 30, 2020 | ||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Derivative liability | $ 198,140 | $ 340,290 | $ 198,140 | $ 340,290 | ||||||||||||||||||||||
Beneficial conversion feature, total | 570,717 | 969,754 | ||||||||||||||||||||||||
Amortization of OID and debt issuance costs | 1,975,501 | 1,453,949 | ||||||||||||||||||||||||
Unamortized debt discount | 500,000 | 76,994 | 500,000 | 76,994 | ||||||||||||||||||||||
Gross proceeds from convertible debt | 966,425 | 307,500 | ||||||||||||||||||||||||
Accrued interest | 988,924 | 946,424 | ||||||||||||||||||||||||
Interest expense | 2,971,046 | 2,002,813 | ||||||||||||||||||||||||
Interest payable | 9,212 | 9,212 | ||||||||||||||||||||||||
Interest payable current | 150,000 | 10,000 | 150,000 | 10,000 | ||||||||||||||||||||||
Net proceeds | $ 158,820 | $ 420,293 | ||||||||||||||||||||||||
Share price | $ 0.15 | |||||||||||||||||||||||||
Granted share warrants | 9,100,000 | [1] | 12,652,761 | |||||||||||||||||||||||
Convertible notes into common stock, shares | 4,025,000 | |||||||||||||||||||||||||
Extinguishment of debt | $ (257,810) | $ (27,504) | ||||||||||||||||||||||||
Short-term Debt | 390,050 | 390,050 | ||||||||||||||||||||||||
Golden Mountain Partners LLC [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Interest payable current | 4,659,781 | 4,069,781 | 4,659,781 | 4,069,781 | ||||||||||||||||||||||
Blue Lake Partners LLC [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Accrued interest | $ 30,000 | |||||||||||||||||||||||||
Convertible notes into common stock, shares | 1,428,571 | |||||||||||||||||||||||||
Debt conversion, value | $ 68,250 | |||||||||||||||||||||||||
Bridge Investor [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Short-term Debt | 630,000 | $ 373,500 | 630,000 | |||||||||||||||||||||||
Short term borrowings repaid | 20,000 | |||||||||||||||||||||||||
Autotelic [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Additional funding to related party | 100,000 | 20,000 | 100,000 | $ 20,000 | ||||||||||||||||||||||
Related party debt | 120,000 | |||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
Unamortized principal amount | $ 1,000,000 | |||||||||||||||||||||||||
Fall 2019 Notes [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Unamortized principal amount | 850,000 | 850,000 | 850,000 | 850,000 | ||||||||||||||||||||||
Repayments of debt | 0 | 100,000 | ||||||||||||||||||||||||
Paycheck Protection Program Promissory Note [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Interest payable | $ 253,347 | |||||||||||||||||||||||||
Second Paycheck Protection Program Promissory Note [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Proceeds from collection of loans receivable | $ 92,995 | |||||||||||||||||||||||||
Interest payable current | $ 93,413 | |||||||||||||||||||||||||
GMP Note [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Unamortized principal amount | $ 2,000,000 | |||||||||||||||||||||||||
convertible notes interest percentage | 2% | |||||||||||||||||||||||||
GMP Note 2 [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Unamortized principal amount | $ 1,500,000 | |||||||||||||||||||||||||
convertible notes interest percentage | 2% | |||||||||||||||||||||||||
August 2021 Convertible Notes [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Convertible note payable | 747,539 | 747,539 | ||||||||||||||||||||||||
Mast Hill Convertible Note [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Debt instrument carrying amount | 500,000 | 500,000 | ||||||||||||||||||||||||
Accrued Liabilities | 240,000 | 0 | 240,000 | 0 | ||||||||||||||||||||||
Blue Lake Convertible Note [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Debt instrument carrying amount | $ 94,000,000,000 | $ 94,000,000,000 | ||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 340,000 | |||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Mast Hill Convertible Note [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
convertible notes interest percentage | 25% | 25% | ||||||||||||||||||||||||
Debt instrument carrying amount | $ 169,000,000,000 | $ 169,000,000,000 | ||||||||||||||||||||||||
Note Purchase Agreements [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Convertible note payable | $ 698,500 | |||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
Note Purchase Agreements [Member] | Fall 2019 Notes [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Beneficial conversion feature, total | 222,222 | |||||||||||||||||||||||||
Amortization of OID and debt issuance costs | 0 | 0 | ||||||||||||||||||||||||
Unamortized debt discount | 0 | 0 | 0 | 0 | ||||||||||||||||||||||
convertible notes interest percentage | 5% | |||||||||||||||||||||||||
Debt instrument, conversion description | The Majority Holders had the right, at any time not more than five (5) days following the Maturity Date, to elect to convert all, and not less than all, of the outstanding accrued and unpaid interest and principal on the Fall 2019 Notes. The Fall 2019 Notes may be converted, at the election of the Majority Holders, either (a) into shares of the Company’s Common Stock at a conversion price of $0.18 per share, or (b) into shares of common stock of the Edgepoint, at a conversion price of $5.00 (based on a $5.0 million pre-money valuation) of Edgepoint and 1,000,000 shares outstanding. | |||||||||||||||||||||||||
Interest expense debt | 42,500 | 43,412 | ||||||||||||||||||||||||
Unsecured Convertible Note Purchase Agreement [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
convertible notes interest percentage | 2% | |||||||||||||||||||||||||
Convertible Debt | $ 500,000 | $ 500,000 | $ 1,500,000 | |||||||||||||||||||||||
Note Purchase Agreement [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Interest payable current | 49,040 | 14,260 | 49,040 | 14,260 | ||||||||||||||||||||||
Net proceeds | $ 690,825 | |||||||||||||||||||||||||
Conversion price | $ 0.18 | |||||||||||||||||||||||||
Proceeds from issuance of debt | 34,800 | 16,000 | ||||||||||||||||||||||||
Investors notes | 16,000 | 6,600 | 16,000 | 6,600 | ||||||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Debt instrument carrying amount | 1,000,000 | 87,000,000,000 | 1,000,000 | 87,000,000,000 | ||||||||||||||||||||||
Bridge Investor [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Short-term Debt, Average Outstanding Amount | 245,000 | |||||||||||||||||||||||||
Short-term Bank Loans and Notes Payable | $ 50,000 | |||||||||||||||||||||||||
Short-term Debt | 245,000 | 245,000 | ||||||||||||||||||||||||
Bridge Investor [Member] | Convertible Debentures [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Derivative liability | 200,000 | 200,000 | ||||||||||||||||||||||||
Bridge Investor [Member] | Bridge Investor [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Credit risk derivative liabilities, at fair value | 140,000 | 140,000 | ||||||||||||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Beneficial conversion feature, total | $ 28,445 | |||||||||||||||||||||||||
Amortization of OID and debt issuance costs | 4,400 | 16,900 | ||||||||||||||||||||||||
Unamortized debt discount | 0 | 4,400 | 0 | 4,400 | ||||||||||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Share-based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Beneficial conversion feature, total | $ 175,000 | |||||||||||||||||||||||||
Amortization of OID and debt issuance costs | 11,700 | 19,900 | ||||||||||||||||||||||||
Unamortized debt discount | 0 | 11,700 | 0 | 11,700 | ||||||||||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Principal amount | 400,000 | |||||||||||||||||||||||||
Vyoung Trieu [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Unamortized debt discount | 16,444 | |||||||||||||||||||||||||
Vyoung Trieu [Member] | Convertible Debt [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Beneficial conversion feature, total | 131,555 | |||||||||||||||||||||||||
Amortization of OID and debt issuance costs | 19,500 | 75,100 | ||||||||||||||||||||||||
Unamortized debt discount | 0 | 19,500 | 0 | 19,500 | ||||||||||||||||||||||
Vyoung Trieu [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Principal amount | 164,444 | |||||||||||||||||||||||||
Gross proceeds from convertible debt | $ 148,000 | |||||||||||||||||||||||||
Dr. Vuong Trieu [Member] | Note Purchase Agreements [Member] | Fall 2019 Notes [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 250,000 | |||||||||||||||||||||||||
Gross proceeds | 500,000 | |||||||||||||||||||||||||
Additional funding to related party | 35,000 | |||||||||||||||||||||||||
Dr Sanjay Jha [Member] | Note Purchase Agreements [Member] | Fall 2019 Notes [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Principal amount | 250,000 | |||||||||||||||||||||||||
Chulho Park [Member] | Note Purchase Agreements [Member] | Fall 2019 Notes [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Additional funding to related party | 27,000 | |||||||||||||||||||||||||
Amit Shah [Member] | Note Purchase Agreements [Member] | Fall 2019 Notes [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Additional funding to related party | 20,000 | |||||||||||||||||||||||||
Two Un Affiliated Accredited Investors [Member] | Note Purchase Agreements [Member] | Fall 2019 Notes [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 168,000 | |||||||||||||||||||||||||
Geneva Notes [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 307,500 | |||||||||||||||||||||||||
Interest expense | 100,000 | |||||||||||||||||||||||||
Silicon Valley Bank [Member] | Paycheck Protection Program Promissory Note [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 250,000 | |||||||||||||||||||||||||
Third Party [Member] | GMP Note [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Unamortized principal amount | $ 2,000,000 | |||||||||||||||||||||||||
5% Convertible Note [Member] | August 2021 Convertible Notes [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Convertible note payable | 747,541 | 714,288 | 747,541 | 714,288 | ||||||||||||||||||||||
Convertible note payable related parties | $ 347,817 | 333,615 | $ 347,817 | 333,615 | ||||||||||||||||||||||
Five Institutional Investors [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 1,250,000 | $ 1,250,000 | ||||||||||||||||||||||||
convertible notes interest percentage | 12% | 12% | ||||||||||||||||||||||||
Conversion price | $ 0.07 | $ 0.07 | ||||||||||||||||||||||||
Debt instrument interest rate effective percentage | 16% | 16% | ||||||||||||||||||||||||
Granted total number of 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] | ||||||||||||||||||||||||||
Conversion price | $ 0.13 | $ 0.13 | ||||||||||||||||||||||||
Granted share warrants | 83,750 | 302,500 | 125,000 | 961,540 | ||||||||||||||||||||||
Fourth Man LLC [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Convertible notes into common stock, shares | 1,428,571 | 2,025,000 | ||||||||||||||||||||||||
Debt conversion, value | $ 50,000 | $ 140,000 | ||||||||||||||||||||||||
Fourth Man LLC [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 250,000 | |||||||||||||||||||||||||
Conversion price | $ 0.20 | $ 0.10 | $ 0.20 | |||||||||||||||||||||||
Granted total number of 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 | |||||||||||||||||||||||||
Fourth Man Note [Member] | Blue Lake Partners LLC [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Convertible notes into common stock, shares | 2,764,286 | |||||||||||||||||||||||||
Debt conversion, value | $ 190,000 | |||||||||||||||||||||||||
Blue Lake [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
convertible notes interest percentage | 25% | 25% | ||||||||||||||||||||||||
Debt instrument carrying amount | $ 270,000,000,000 | $ 0 | $ 270,000,000,000 | $ 0 | ||||||||||||||||||||||
Accrued Liabilities | $ 134,000,000,000 | 0 | $ 134,000,000,000 | 0 | ||||||||||||||||||||||
Blue Lake [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
convertible notes interest percentage | 25% | 25% | ||||||||||||||||||||||||
Debt instrument carrying amount | $ 68,000 | $ 68,000 | ||||||||||||||||||||||||
Blue Lake [Member] | Convertible Debt [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Debt instrument carrying amount | 400,000 | 400,000 | ||||||||||||||||||||||||
Four Note [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Interest payable current | $ 90,000 | 0 | $ 90,000 | 0 | ||||||||||||||||||||||
Four Note [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
convertible notes interest percentage | 25% | 25% | ||||||||||||||||||||||||
Four Note [Member] | Convertible Debt [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Debt instrument carrying amount | $ 250,000 | $ 0 | $ 250,000 | $ 0 | ||||||||||||||||||||||
One Institutional Investors [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 335,000 | $ 605,000 | ||||||||||||||||||||||||
convertible notes interest percentage | 12% | 12% | ||||||||||||||||||||||||
Conversion price | $ 0.10 | $ 0.10 | $ 0.20 | $ 0.20 | ||||||||||||||||||||||
Debt instrument interest rate effective percentage | 16% | 16% | ||||||||||||||||||||||||
Granted total number of warrants | 837,500 | 3,025,000 | ||||||||||||||||||||||||
Share price | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | ||||||||||||||||||||||
Extinguishment of debt | $ 258,100 | |||||||||||||||||||||||||
CFO [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Related party debt | $ 45,000 | |||||||||||||||||||||||||
Repayments of Short-term Debt | $ 20,000 | 25,000 | ||||||||||||||||||||||||
Short-term Debt, Average Outstanding Amount | 25,000 | |||||||||||||||||||||||||
Short-term Bank Loans and Notes Payable | 25,000 | |||||||||||||||||||||||||
Short-term Debt | $ 120,000 | $ 75,000 | 120,000 | |||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||
Additional funding to related party | $ 100,000 | 120,000 | 100,000 | 120,000 | $ 250,000 | |||||||||||||||||||||
Related party debt | $ 50,000 | |||||||||||||||||||||||||
Short-term Debt | $ 20,000 | $ 20,000 | ||||||||||||||||||||||||
[1]Includes 7,280,000 |
JOINT VENTURE WITH GMP BIO AN_2
JOINT VENTURE WITH GMP BIO AND AFFILIATES, EQUITY METHOD INVESTMENT (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2022 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Conversion of Stock, 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. | |||
Joint venture valuation amount | $ 11,300,000 | |||
Licenses agreement descripition | 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 | $ 12,071,376 | $ 21,062,455 | $ 21,062,455 | |
Investment owned, at fair value | 22,640,519 | |||
Gain loss on disposition of intangible assets | 800,000 | |||
Assets | 36,116,819 | 23,613,351 | ||
Operational expenses | 9,721,653 | $ 9,125,883 | ||
Golden Mountain Partners LLC [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Funding obligation restricted | $ 250,000 | |||
JV [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Fair value | 50,400,000 | |||
Assets | 22,800,000 | |||
Capital subscriptions | 23,000,000 | |||
GMP Bio [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Fair value | 22,700,000 | |||
Liabilities | 1,000,000 | |||
Operational expenses | 5,600,000 | |||
Dragon Overseas [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Fair value | 27,700,000 | |||
R And D Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Joint venture valuation amount | 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 | |||
Goodwill | 4,900,000 | |||
Fair value | 5,700,000 | |||
Investment owned, at fair value | $ 22,600,000 |
SCHEDULE OF FUNDS RECEIVED UNDE
SCHEDULE OF FUNDS RECEIVED UNDER THE SUBSCRIPTION AGREEMENT (Details) - Subscription Agreements [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Convertible promissory notes | $ 2,466,611 | $ 2,462,299 |
Accredited Investors [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Convertible promissory notes | 2,342,064 | 2,353,253 |
Related Party [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Convertible promissory notes | $ 125,547 | $ 109,046 |
SCHEDULE OF FAIR VALUE WARRANTS
SCHEDULE OF FAIR VALUE WARRANTS ESTIMATED USING BLACK SCHOLES VALUATION MODEL (Details) | Dec. 31, 2022 | Mar. 31, 2022 $ / shares | Jun. 30, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected Term | 11 months 1 day | ||
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 | 9 Months Ended | 12 Months Ended | ||||||
Feb. 25, 2020 | Jun. 30, 2022 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Feb. 28, 2022 | Jun. 30, 2021 | |
Issued in transaction | 3,435,000 | ||||||||
Proceeds from private placement | $ 1,545,052 | ||||||||
Number of convertible promissory note converted shares | 4,025,000 | ||||||||
Number of warrants for each warrant purchased | 81,072,855 | ||||||||
Warrant term | 11 months 1 day | ||||||||
Additional paid in capital | $ 41,416,632 | 35,223,842 | |||||||
Share price | $ 0.15 | ||||||||
Interest Expense [Member] | |||||||||
Amortization of debt discount and debt issuance costs | 90,737 | $ 1,229,865 | |||||||
IPO [Member] | |||||||||
Issuance cost | 640,000 | ||||||||
Legal costs | $ 39,000 | ||||||||
Maximum [Member] | |||||||||
Shares issued price per share | $ 0.23 | ||||||||
Edgepoint AI, Inc [Member] | Warrant [Member] | Private Placement [Member] | |||||||||
Share price | $ 1 | ||||||||
JH Darbie & Co Inc [Member] | |||||||||
Issued in transaction | 10 | ||||||||
Proceeds from private placement | $ 5,000,000 | ||||||||
Number of warrants for each warrant purchased | 22,000,000 | ||||||||
Warrant term | 5 years | ||||||||
Number of warrant issued | 2,035,000 | ||||||||
JH Darbie & Co Inc [Member] | Warrant [Member] | |||||||||
Warrant term | 3 years | ||||||||
JH Darbie & Co Inc [Member] | Warrant [Member] | Private Placement [Member] | |||||||||
Number of warrants for each warrant purchased | 2,035,000 | ||||||||
Warrants exercise price | $ 0.21 | ||||||||
Additional paid in capital | $ 700,000 | ||||||||
Share price | $ 0.20 | ||||||||
JH Darbie & Co Inc [Member] | Maximum [Member] | |||||||||
Issued in transaction | 100 | ||||||||
Accredited Investors [Member] | |||||||||
Number of warrant issued | 3,465,000 | ||||||||
Investor [Member] | |||||||||
Number of warrants for each warrant purchased | 333,334 | ||||||||
Warrants exercise price | $ 0.15 | ||||||||
Share price | $ 0.15 | ||||||||
Number of warrant issued | 33,000,066 | ||||||||
Fair value adjustment of warrants | $ 2,900,000 | ||||||||
JH Darbie Placement Agreement [Member] | |||||||||
Issued in transaction | 10 | ||||||||
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 | ||||||||
Conversion price | 1 | ||||||||
JH Darbie Placement Agreement [Member] | Edgepoint AI, Inc [Member] | Warrant [Member] | |||||||||
Shares issued price per share | $ 0.20 | ||||||||
Number of warrants for each warrant purchased | 50,000 | ||||||||
Warrants exercise price | $ 1 | ||||||||
Warrant term | 3 years | ||||||||
JH Darbie Placement Agreement [Member] | Edgepoint AI, Inc [Member] | Maximum [Member] | |||||||||
Conversion price | $ 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 | ||||||||
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 | ||||||||
JH Darbie Placement Agreement [Member] | Accredited Investors [Member] | |||||||||
Issued in transaction | 100 | ||||||||
Proceeds from private placement | $ 5,000,000 | ||||||||
Subscription Agreements [Member] | Accredited Investors [Member] | |||||||||
Non controlling interest | $ 1,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Apr. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Jun. 30, 2022 | Aug. 31, 2021 | May 31, 2021 | Oct. 31, 2015 | |
Original issue discount | $ 500,000 | $ 76,994 | |||||||
Net proceeds from convertible debt | 966,425 | 307,500 | |||||||
Short-term Debt | 390,050 | ||||||||
Shares issued during the period for private placement | 158,820 | 420,302 | |||||||
Vyoung Trieu [Member] | Convertible Debt [Member] | |||||||||
Original issue discount | 0 | 19,500 | |||||||
Chief Executive Officer [Member] | |||||||||
Short term loan | 100,000 | 120,000 | $ 250,000 | ||||||
Payments of related party debt | $ 70,000 | ||||||||
Outstanding and payable | $ 50,000 | ||||||||
Short-term Debt | 20,000 | ||||||||
Common shares issued issued for cash, shares | 5 | ||||||||
Shares issued during the period for private placement | $ 250,000 | ||||||||
Chief Executive Officer [Member] | Fall 2019 Note [Member] | |||||||||
Principal amount | $ 250,000 | ||||||||
Debt conversion amount | 35,000 | ||||||||
Chief Executive Officer [Member] | August 2021 Convertible Note [Member] | |||||||||
Short-term Debt | 20,000 | ||||||||
Autotelic [Member] | |||||||||
Short term loan | 100,000 | $ 20,000 | $ 20,000 | ||||||
Outstanding and payable | 120,000 | ||||||||
Master Service Agreement [Member] | |||||||||
Short term loan | 225,000 | 270,000 | |||||||
Master Service Agreement [Member] | Autotelic Inc [Member] | |||||||||
Related party expenses | 60,000 | 280,000 | |||||||
Master Service Agreement [Member] | Autotelic Inc [Member] | Vyoung Trieu [Member] | Maximum [Member] | |||||||||
Equity interest rate | 10% | ||||||||
Securities Purchase Agreement [Member] | |||||||||
Principal amount | $ 340,000 | ||||||||
Securities Purchase Agreement [Member] | Vyoung Trieu [Member] | |||||||||
Original issue discount | 16,444 | ||||||||
Securities Purchase Agreement [Member] | Vyoung Trieu [Member] | Convertible Debt [Member] | |||||||||
Principal amount | 164,444 | ||||||||
Net proceeds from convertible debt | $ 148,000 | ||||||||
Artius Consulting Agreement [Member] | |||||||||
Related party expenses | 0 | 0 | |||||||
Maida Consulting Agreement [Member] | Dr. Maida [Member] | |||||||||
Related party expenses | $ 215,000 | $ 75,000 |
EQUITY PURCHASE AGREEMENT AND_2
EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Proceeds from sales of common stock | $ 158,820 | $ 420,293 | |||
Minimum [Member] | |||||
Shares issued price per share | $ 0.09 | ||||
Maximum [Member] | |||||
Shares issued price per share | $ 0.23 | ||||
Peak One Opportunity Fund, L.P [Member] | |||||
Number of common stock issued | 300,000 | 300,000 | 300,000 | ||
Proceeds from sales of common stock | $ 23,000 | $ 47,000 | $ 52,000 | ||
Common Stock [Member] | |||||
Number of common stock issued | 1,300,000 | 3,435,000 | |||
Proceeds from sales of common stock | $ 420,000 | ||||
Common Stock [Member] | Peak One Opportunity Fund, L.P [Member] | Registration Rights Agreement [Member] | |||||
Number of common stock issued | 1,300,000 | 3,435,000 | |||
Proceeds from sales of common stock | $ 200,000 | $ 420,000 | |||
Common Stock [Member] | Peak One Opportunity Fund, L.P [Member] | Registration Rights Agreement [Member] | Minimum [Member] | |||||
Shares issued price per share | $ 0.09 | $ 0.09 | |||
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 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | Jun. 30, 2022 | May 31, 2022 | Mar. 31, 2022 | Jan. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Proceeds from sales of common stock | $ 158,820 | $ 420,293 | |||||||||
Number of shares issued | 4,025,000 | ||||||||||
Sale of stock shares | 3,435,000 | ||||||||||
Stock based compensation cost | $ 900,000 | $ 900,000 | |||||||||
Minimum [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Share issued price per share | $ 0.09 | ||||||||||
Maximum [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Share issued price per share | $ 0.23 | ||||||||||
Common Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Common shares issued issued for cash, shares | 1,300,000 | 3,435,000 | |||||||||
Proceeds from sales of common stock | $ 420,000 | ||||||||||
Conversion of repayment of convertible debt | 8,717,856 | 657,200 | |||||||||
Number of shares issued for services | 1,148,235 | ||||||||||
Shares issued for service, value | $ 194,000 | ||||||||||
Peak One Opportunity Fund, L.P [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Common shares issued issued for cash, shares | 300,000 | 300,000 | 300,000 | ||||||||
Proceeds from sales of common stock | $ 23,000 | $ 47,000 | $ 52,000 | ||||||||
Blue Lake [Member] | Warrant [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Common shares issued issued for cash, shares | 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 conversion amount | $ 280,000 | ||||||||||
Number of shares issued | 4,025,000 | ||||||||||
FirstFire Global Opportunities Fund, LLC [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Common shares issued issued for cash, shares | 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 shares | 400,000 | ||||||||||
Proceeds from issuance cost for common stock | $ 38,000 | ||||||||||
TFK Investments LLC [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Debt conversion amount | $ 0 | ||||||||||
Number of shares issued | 657,200 | ||||||||||
Five Investors [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Common shares issued issued for cash, shares | 3,041,958 | ||||||||||
Number of exchange of warrants shares | 5,769,231 | ||||||||||
Fourth Man LLC [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Debt conversion amount | $ 50,000 | $ 140,000 | |||||||||
Number of shares issued | 1,428,571 | 2,025,000 | |||||||||
Debt conversion amount | $ 100,000 | $ 280,000 | |||||||||
Blue Lake Partners LLC [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Debt conversion amount | $ 100,000 | ||||||||||
Number of shares issued | 1,428,571 | ||||||||||
Debt conversion amount | $ 100,000 | ||||||||||
Employees [Member] | 2015 Equity Incentive Plan [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of shares issued | 1,257,952 | ||||||||||
Stock based compensation cost | $ 226,431 |
SCHEDULE OF COMPENSATION BASED
SCHEDULE OF COMPENSATION BASED STOCK OPTION ACTIVITY (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Compensation Related Costs [Abstract] | |||
Options outstanding, beginning balance | 16,592,620 | 3,941,301 | |
Weighted average exercise price outstanding, beginning balance | $ 0.30 | $ 0.78 | |
Options outstanding, expired or cancelled | (2,359) | (1,442) | |
Weighted Average exercise price outstanding, expired or cancelled | $ 11.88 | $ 19.80 | |
Options outstanding, granted | 9,100,000 | [1] | 12,652,761 |
Weighted average exercise price outstanding, granted | $ 0.10 | [1] | $ 0.15 |
Options outstanding, ending balance | 25,690,261 | 16,592,620 | |
Options exercisable, ending balance | 25,690,261 | ||
Weighted average exercise price outstanding, ending balance | $ 0.23 | $ 0.30 | |
Weighted average exercise price exercisable, ending balance | $ 0.23 | ||
Vested options shares | 7,280,000 | ||
[1]Includes 7,280,000 |
SCHEDULE OF OPTIONS TO PURCHASE
SCHEDULE OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING AND EXERCISABLE (Details) | 12 Months Ended |
Dec. 31, 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 | 8 years |
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 | 9 years 1 month 28 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 | 8 years 6 months |
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 | 3 years 3 months 18 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 | 2 years 7 months 6 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 | 2 years 3 months 18 days |
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 | 6 months |
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 | 2 years 4 months 24 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 | 2 years 4 months 24 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 | 12 Months Ended | |
Dec. 31, 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 WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Stock Options Outstanding, beginning balance | 53,314,424 | 18,702,500 |
Weighted-Average Exercise Price, Outstanding, beginning balance | $ 0.20 | $ 0.20 |
Number of Stock Options, Issued | 38,623,816 | 34,611,924 |
Number of Stock Options, Expired or cancelled | (10,865,385) | |
Number of stock options outstanding, ending balance | 81,072,855 | 53,314,424 |
Weighted-average exercise price, outstanding, ending balance | $ 0.18 | $ 0.20 |
Minimum [Member] | ||
Weighted-Average Exercise Price, Issued | 0.15 | 0.13 |
Weighted-average exercise price, expired or cancelled | 0.13 | |
Maximum [Member] | ||
Weighted-Average Exercise Price, Issued | 0.20 | $ 0.20 |
Weighted-average exercise price, expired or cancelled | $ 0.20 |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE (Details) | Dec. 31, 2022 $ / shares shares |
Warrants outstanding, number of warrants | 81,072,855 |
Weighted-average remaining life | 11 months 1 day |
Warrants weighted-average exercise price | $ / shares | $ 0.18 |
Warrants exercisable, exercisable number of warrants | 81,072,855 |
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 | 3 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 | 3 years 10 months 24 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 | 1 year 3 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 | 4,373,750 |
Warrants weighted-average exercise price | $ / shares | $ 0.20 |
Warrants exercisable, exercisable number of warrants | 4,373,750 |
Exercise Price 4 [Member] | Warrant [Member] | Minimum [Member] | |
Weighted-average remaining life | 4 years 2 months 26 days |
Exercise Price 4 [Member] | Warrant [Member] | Maximum [Member] | |
Weighted-average remaining life | 4 years 5 months 23 days |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Aggregate intrinsic value | $ 0 | ||||
Weighted average grant date fair value | $ 0.05 | ||||
Share based compensation | $ 0 | ||||
Number of shares vested | 7,280,000 | ||||
Number of shares granted | 9,100,000 | [1] | 12,652,761 | ||
Share based compensation | $ 900,000 | $ 900,000 | |||
Class of warrant or right reissuance | 13,750,000 | ||||
Warrants Exercisable, exercisable number of warrants | 81,072,855 | ||||
November and December 2020 Notes [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Warrants issued | 10,576,924 | ||||
Warrant rights outstanding | $ 1,172,753 | ||||
JH Darbie & Co Inc [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Warrants issued | 2,035,000 | ||||
Warrant rights outstanding | $ 467,637 | ||||
Warrants Exercisable, exercisable number of warrants | 22,000,000 | ||||
JH Darbie & Co Inc [Member] | Warrant [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Warrant rights outstanding | $ 2,190,127 | ||||
Board of Directors [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Number of shares granted | 2,825,000 | ||||
Accredited Investors [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Warrants issued | 3,465,000 | ||||
Share-based Payment Arrangement, Tranche Two [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Number of shares vested | 0 | ||||
Performance Shares [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Common shares issued issued for cash, shares | 4,325,000 | ||||
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 | ||||
Employment Agreements and Incentive Compensation Arrangements [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Vested restricted stock units, shares | 1,257,952 | ||||
Stock issued during period shares employee benefit plan | 4,244,809 | ||||
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 | ||||
[1]Includes 7,280,000 |
SCHEDULE OF COMPONENTS OF NET D
SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Stock-based compensation | $ 2,575 | $ 1,164 |
Assets | 2,752 | 5,736 |
Liability accruals | 323 | 361 |
R&D Credit | 1,372 | 4,792 |
Capital Loss | 528 | 528 |
Deferred state tax | (2,146) | (2,246) |
Net operating loss carry forward | 53,456 | 57,343 |
Total gross deferred tax assets | 58,860 | 67,678 |
Less - valuation allowance | (58,860) | (67,678) |
Net deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets, Gross | $ 58,860 | $ 67,678 |
Operating Loss Carryforwards, Limitations on Use | Portions of these carryforwards will expire through 2038 | |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 222,100 | 236,100 |
Deferred Income Taxes and Tax Credits | $ 3,300 | |
Operating Loss Carryforwards, Limitations on Use | expired in 2021 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 77,200 | $ 76,300 |
State [Member] | CALIFORNIA | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred Income Taxes and Tax Credits | $ 1,400 | |
Operating Loss Carryforwards, Limitations on Use | no |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Business Combination, Contingent Consideration, Liability | $ 2,600,000 |
Merger Agreement [Member] | Point R Merger [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Payments to Acquire Businesses, Gross | 17,831,427 |
Business Combination, Contingent Consideration, Liability | 2,625,000 |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 15,000,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||
Partially converted shares of common stock, value | $ 624,751 | $ 210,301 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Partially converted shares of common stock, value | $ 71,750 | |||
Partially converted shares of common stock, shares | 1,025,000 | |||
Non payment amount | $ 20,000 |