Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 11, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-21990 | |
Entity Registrant Name | Oncotelic Therapeutics, Inc. | |
Entity Central Index Key | 0000908259 | |
Entity Tax Identification Number | 13-3679168 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 29397 Agoura Road | |
Entity Address, Address Line Two | Suite 107 | |
Entity Address, City or Town | Agoura Hills | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91301 | |
City Area Code | (650) | |
Local Phone Number | 635-7000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 398,159,128 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 181,872 | $ 241,452 |
Restricted cash | 20,000 | 20,000 |
Accounts receivable | 18,976 | 19,748 |
Prepaid & other current assets | 60,736 | 21,964 |
Total current assets | 281,584 | 303,164 |
In process R&D | 1,101,760 | 1,101,760 |
Goodwill, net of impairment | 5,988,230 | 12,071,376 |
Investment in GMP Bio at fair value | 22,640,519 | 22,640,519 |
Total assets | 30,012,093 | 36,116,819 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 2,458,589 | 2,510,864 |
Contingent consideration | 2,625,000 | 2,625,000 |
Derivative liability on notes | 525,734 | 198,140 |
Total current liabilities | 18,086,145 | 16,923,407 |
Stockholders’ equity: | ||
Common stock, $.01 par value; 750,000,000 shares authorized; 397,531,590 and 391,846,880 issued and outstanding, respectively | 3,975,316 | 3,918,469 |
Additional paid-in capital | 41,235,949 | 41,416,632 |
Accumulated deficit | (32,896,062) | (25,926,069) |
Total Oncotelic Therapeutics, Inc. stockholders’ equity | 12,315,203 | 19,409,032 |
Non-controlling interests | (389,255) | (215,620) |
Total stockholders’ equity | 11,925,948 | 19,193,412 |
Total liabilities and stockholders’ equity | 30,012,093 | 36,116,819 |
Related Party [Member] | ||
Current liabilities: | ||
Accounts payable to related party | 343,001 | 332,432 |
Convertible debt and short-term debt - related party, net of costs | 1,871,930 | 1,165,048 |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Convertible debt and short-term debt - related party, net of costs | $ 10,261,891 | $ 10,091,923 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 397,531,590 | 391,846,880 |
Common stock, shares outstanding | 397,531,590 | 391,846,880 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating expenses: | ||||
Research and development | $ 108,707 | $ 28,927 | $ 689,004 | |
General and administrative | 238,758 | 147,608 | 436,958 | 3,911,518 |
Goodwill impairment | 6,083,146 | 0 | 6,083,146 | 0 |
Total operating expenses | 6,321,904 | 256,315 | 6,549,031 | 4,600,522 |
Loss from operations | (6,321,904) | (256,315) | (6,549,031) | (4,600,522) |
Other income (expense): | ||||
Reimbursement for expenses - related party | 247,492 | 72,246 | 247,492 | |
Interest expense, net | (257,396) | (1,094,878) | (651,675) | (1,392,341) |
Gain on derecognition of non-financial asset | 16,951,477 | 16,951,477 | ||
Change in fair value of derivative on debt | (307,698) | 122,919 | (327,594) | (67,922) |
Miscellaneous income | 36,988 | |||
Loss on extinguishment / conversion of debt | (257,810) | |||
Total other income (expense) | (528,106) | 16,227,010 | (907,023) | 15,480,896 |
Net income (loss) before non-controlling interests | (6,850,010) | 15,970,695 | (7,456,054) | 10,880,374 |
Net loss attributable to non-controlling interests | (93,010) | (41,424) | (173,635) | (281,964) |
Net income (loss) attributable to Oncotelic Therapeutics, Inc. | $ (6,757,000) | $ 16,012,119 | $ (7,282,419) | $ 11,162,338 |
Basic net income (loss) per share attributable to common stock | $ (0.02) | $ 0.04 | $ (0.02) | $ 0.03 |
Basic weighted average common stock outstanding | 394,374,227 | 379,203,841 | 393,829,610 | 378,588,600 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2021 | $ 3,752,881 | $ 35,223,842 | $ (31,021,050) | $ 202,758 | $ 8,158,431 | |
Balance, shares at Dec. 31, 2021 | 375,288,146 | |||||
Net income (loss) | (4,849,781) | (240,540) | (5,090,321) | |||
Common shares issued upon cashless exercise of warrants | $ 30,420 | (30,420) | ||||
Common shares issued upon cashless exercise of warrants, shares | 3,041,958 | |||||
Common shares issued for cash | $ 3,000 | 48,805 | 51,805 | |||
Common shares issued for cash, shares | 300,000 | |||||
Stock compensation expense | 297,360 | 297,360 | ||||
Warrants issued in connection with debt issuance | 2,905,316 | 2,905,316 | ||||
Balance at Mar. 31, 2022 | $ 3,786,301 | 38,444,903 | (35,870,831) | (37,782) | 6,322,591 | |
Balance, shares at Mar. 31, 2022 | 378,630,104 | |||||
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 | |||||
Net income (loss) | 10,880,374 | |||||
Balance at Jun. 30, 2022 | $ 3,860,418 | 40,357,610 | (19,858,712) | (79,206) | 24,280,110 | |
Balance, shares at Jun. 30, 2022 | 386,041,862 | |||||
Balance at Mar. 31, 2022 | $ 3,786,301 | 38,444,903 | (35,870,831) | (37,782) | 6,322,591 | |
Balance, shares at Mar. 31, 2022 | 378,630,104 | |||||
Common shares issued in connection with debt conversion | $ 45,250 | 286,001 | 331,251 | |||
Common shares issued in connection with debt conversion, shares | 4,525,000 | |||||
Net income (loss) | 16,012,119 | (41,424) | 15,970,695 | |||
Common shares issued upon cashless exercise of warrants | $ 25,867 | (25,867) | ||||
Common shares issued upon cashless exercise of warrants, shares | 2,586,758 | |||||
Common shares issued for cash | $ 3,000 | 43,822 | 46,822 | |||
Common shares issued for cash, shares | 300,000 | |||||
Stock compensation expense | 25,196 | 25,196 | ||||
Warrants issued in connection with debt issuance | 368,375 | 368,375 | ||||
Beneficial Conversion Feature on convertible debt | 570,717 | 570,717 | ||||
Contribution from shareholder for payment of liabilities | 644,463 | 644,463 | ||||
Balance at Jun. 30, 2022 | $ 3,860,418 | 40,357,610 | (19,858,712) | (79,206) | 24,280,110 | |
Balance, shares at Jun. 30, 2022 | 386,041,862 | |||||
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 | |||||
Adoption of ASU 2020-06 | (521,749) | 312,426 | (209,323) | |||
Common shares issued in connection with debt conversion | $ 10,250 | 61,499 | 71,749 | |||
Common shares issued in connection with debt conversion, shares | 1,025,000 | |||||
Net income (loss) | (525,419) | (80,625) | (606,044) | |||
Balance at Mar. 31, 2023 | $ 3,928,719 | 40,956,382 | (26,139,062) | (296,245) | 18,449,794 | |
Balance, shares at Mar. 31, 2023 | 392,871,880 | |||||
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 | |||||
Net income (loss) | (7,456,054) | |||||
Balance at Jun. 30, 2023 | $ 3,975,316 | 41,235,949 | (32,896,062) | (389,255) | 11,925,948 | |
Balance, shares at Jun. 30, 2023 | 397,531,590 | |||||
Balance at Mar. 31, 2023 | $ 3,928,719 | 40,956,382 | (26,139,062) | (296,245) | 18,449,794 | |
Balance, shares at Mar. 31, 2023 | 392,871,880 | |||||
Common shares issued in connection with debt conversion | $ 46,597 | 279,567 | 326,164 | |||
Common shares issued in connection with debt conversion, shares | 4,659,710 | |||||
Net income (loss) | (6,757,000) | (93,010) | (6,850,010) | |||
Balance at Jun. 30, 2023 | $ 3,975,316 | $ 41,235,949 | $ (32,896,062) | $ (389,255) | $ 11,925,948 | |
Balance, shares at Jun. 30, 2023 | 397,531,590 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||||||
Net profit | $ (6,850,010) | $ (606,044) | $ 15,970,695 | $ (5,090,321) | $ (7,456,054) | $ 10,880,374 | |
Adjustments to reconcile net profit to net cash provided by (used in) operating activities: | |||||||
Gain on derecognition of non-financial asset | (16,951,477) | (16,951,477) | |||||
Goodwill impairment | 6,083,146 | 0 | 6,083,146 | 0 | $ 4,111,079 | ||
Amortization of debt discount and deferred finance costs | 251,782 | 1,133,270 | |||||
Amortization of intangible assets | 12,841 | ||||||
Warrants issued in connection with private placement | 2,905,316 | ||||||
Stock-based compensation | 322,556 | ||||||
Change in fair value of derivative | 307,698 | (122,919) | 327,594 | 67,922 | |||
Loss on debt conversion | 257,810 | ||||||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses and other current assets | (38,000) | (4,932) | |||||
Accounts payable and accrued expenses | 117,289 | 276,704 | |||||
Accounts payable to related party | 14,663 | (66,183) | |||||
Net cash provided by (used in) operating activities | (699,580) | (1,165,799) | |||||
Cash flows from financing activities: | |||||||
Proceeds from / (repayment to) private placement | (50,000) | (25,000) | |||||
Proceeds from sales of common stock | 98,627 | ||||||
Proceeds from convertible debt | 983,175 | ||||||
Proceeds from short term loans, others | 690,000 | 500,000 | |||||
Repaid to note holders | (500,000) | ||||||
Repaid to related party/others | (60,000) | ||||||
Net cash provided by financing activities | 640,000 | 996,802 | |||||
Net increase (decrease) in cash | (59,580) | (168,997) | |||||
Cash and restricted cash - beginning of period | $ 261,452 | $ 588,769 | 261,452 | 588,769 | 588,769 | ||
Cash and restricted cash - end of period | $ 201,872 | $ 419,772 | 201,872 | 419,772 | $ 261,452 | ||
Supplemental cash flow information: | |||||||
Interest paid | 197,458 | 328,181 | |||||
Non-cash investing and financing activities: | |||||||
Warrants issued in connection with private placement | 2,905,316 | ||||||
Contribution from shareholder for payment of liabilities | 644,463 | ||||||
Common shares issued upon conversion of debt | 397,912 | 650,001 | |||||
Beneficial Conversion Feature on convertible debt and restricted common shares | 570,717 | ||||||
Adoption of ASU 2020-06, net | $ (209,323) |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2023 | |
Description Of Business And Basis Of Presentation | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business Oncotelic Therapeutics, Inc. (“ Oncotelic PointR Edgepoint” Company” We The Company is currently developing OT-101, through its joint venture ( “JV” Dragon” “GMP Bio” GMP The Company is primarily a cancer immunotherapy company dedicated to the development of first in class self-immunization protocol (“ SIP DMD COVID-19 1.2 0.75 Artemisia annua 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 1.0 Equity Purchase Agreement In May 2021, the Company entered into an Equity Purchase Agreement (the “ EPL Registration Rights Agreement Peak One 10.0 Maximum Commitment Amount 0.01 Common Stock 4.7 0.6 August 2021 Notes In August 2021, the Company issued Note Purchase Agreements with Autotelic Inc., the Company’s Chief Financial Officer (“ CFO 698,500 Principal Amount “Notes” 5 November-December 2021 and March 2022 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 As of December 31, 2022, two of these notes were in default and available for conversion to OTLC shares due to cross default provision contained in November / December 2021 Notes. As of the date of this Report on Form 10-Q, all the Notes under the November-December 2021 Notes are fully converted. 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 As of March 31, 2023, this note is in 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. 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 million, which note is convertible into shares of the Company’s Common Stock. 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” Between June 2020 and January 2022, the Company entered into various purchase agreements and promissory notes with GMP, cumulatively totaling $ 4.5 For more information on the GMP debt financing, refer to Note 5 of the unaudited 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 unaudited 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’ Principles of Consolidation The consolidated financial statements include the accounts of Oncotelic, its wholly owned subsidiaries, Oncotelic Inc. and PointR, and Edgepoint our non-controlled interest entity. Intercompany accounts and transactions have been eliminated in consolidation. Basis of Presentation The accompanying consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission including Form 10-Q and Regulation S-X. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly state the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“ US GAAP Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred net accumulated losses of approximately $ 32.9 17.8 2.6 0.7 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 cash required to support the development in entirety, to generate sufficient revenues, through either technology transfer or product sales, to cover its anticipated expenses. Until the Company is able to generate sufficient revenues from its current pipeline, the Company plans on funding its operations through the sale of equity and/or the issuance of debt, combined with or without warrants or other equity instruments. Although no assurances can be given as to the Company’s ability to deliver on its revenue plans, or that unforeseen expenses may arise, management believes that the potential equity and debt financing or other potential financing will provide the necessary funding for the Company to continue as a going concern. Also, management cannot guarantee any potential debt or equity financing will be available on favorable terms or at all. As such, management does not believe the Company has sufficient cash for 12 months from the date of this report. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations, or cease operations completely. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023, and December 31, 2022 the Company held all its cash in banks. The Company considers investments in highly liquid instruments with a maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022, respectively. Restricted cash consists of certificates of deposits held at banks as collateral for various purposes. Debt issuance Costs and Debt discount Issuance costs are specific incremental costs that are (1) paid to third parties and (2) directly attributable to the issuance of a debt or equity instrument. The issuance costs attributable to the initial sale of the instrument are offset against the associated proceeds in the determination of the instrument’s initial net carrying amount. Debt issuance costs and debt discounts are being amortized over the lives of the related financings on a basis that approximates the effective interest method. Costs and discounts are presented as a reduction of the related debt in the accompanying balance sheets if related to the issuance of debt or presented as a reduction of additional paid in capital if related to the issuance of an equity instrument. The Company applies the relative fair value to allocate the issuance costs among freestanding instruments that form part of the same transaction. If the Company amends the terms of its convertible notes, the Company reviews and applies the guidance per ASC 470-60 Troubled debt restructurings Debt-Modifications and Extinguishments Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued expense approximate their fair values based on the short-term maturity of these instruments. As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. The three levels of the fair value hierarchy defined by ASC 820 are as follows: ● Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. ● Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. ● Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Investment in equity securities The following table summarizes the cumulative gross unrealized gains and losses and fair values for long-term investments accounted for at fair value under the fair value option, with the unrealized gains and losses reported within earnings on the Condensed Consolidated Statements of Operation as of June 30, 2023 and December 31, 2022.: SCHEDULE OF UNREALIZED GAINS AND LOSSES Cumulative Cumulative Gross Gross Initial Unrealized Unrealized Fair Book Value Gains Losses Value June 30, 2023 and 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 changes in the fair value of the Company’s long-term investment in equity securities, based on a third-party valuation report, as a Level 3 fair value as of June 30, 2023 and December 31, 2022: SUMMARY OF CHANGES IN FAIR VALUE OF LONG-TERM INVESTMENT IN EQUITY SECURITIES June 30, 2023 December 31, 2022 Balance at January 1, 2023 and 2022 $ 22,640,519 $ - Contribution at cost basis - 5,689,042 Gain on derecognition of non-financial asset - 16,591,477 Change in fair value - - Balance at June 30, 2023 and December 31, 2022 $ 22,640,519 $ 22,640,519 Derivative Liability The Company has certain derivative liabilities associated with its 2019 bridge financing Convertible Notes (see Note 5), which consisted of conversion feature derivatives at June 30, 2023 and December 31, 2022, 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 June 30, 2023 and 2022: SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES June 30, 2023 June 30, 2022 Conversion Feature Conversion Feature Balance at January 1, 2023 and 2022 $ 198,140 $ 340,290 New derivative liability - Reclassification to additional paid in capital from conversion of debt to common stock - Change in fair value 327,594 67,922 Balance at June, 2023 and 2022 $ 525,734 $ 408,212 As of June 30, 2023, and 2022, 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 June 30, 2023 and 2022, respectively: SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES June 30, 2023 June 30, 2022 Key Key Assumptions Assumptions for fair value for fair value of conversions of conversions Risk free interest 5.4 % 0.17 1.03 Market price of share $ 0.03 $ 0.17 0.23 Life of instrument in years 0.01 0.01 0.33 Volatility 171.25 % 107.50 109.40 Dividend yield 0 % 0 % When the Company changes its valuation inputs for measuring financial liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the periods ended June 30, 2023 and 2022, respectively, there were no transfers of financial assets or financial liabilities between the hierarchy levels. The $ 2,625,000 Net Income (Loss) Per Share Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share includes the effect of Common Stock equivalents (notes convertible into Common Stock, stock options and warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive. For the three and six months ended June 30, 2023, no equivalent shares of the Common Stock were excluded as the company has a loss and addition of such stock equivalents in the computation would have been anti-dilutive. Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ ASC 718 For stock options issued to employees and members of the Board of Directors (the “ Board For warrants issued in connection with fund raising activities, the Company estimates the grant date fair value of each warrant using the Black-Scholes pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the warrant, the expected volatility of the Common Stock consistent with the expected life of the warrant, risk-free interest rates and expected dividend yields of the Common Stock. If the warrants are issued upon termination or cancellation of prior issued warrants, then the Company estimates the grant date fair value of the new warrants using the Black-Scholes pricing model and evaluates whether the new warrants are deemed as equity instruments or liability instruments. If the warrants are deemed to be equity instruments, the Company records stock compensation expense and an addition to additional paid in capital. If, however, the warrants are deemed to be liability instruments, then the fair value is treated as a deemed dividend and credited to additional paid in capital. Impairment of Long-Lived Assets The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the three and six months ended June 30, 2023 and the year ended December 31, 2022, 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 three and six months ended June 30, 2023 and 2022, respectively, there were no 0.8 45 Goodwill Goodwill represents the excess of the purchase price of acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least once annually, at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the reporting unit. If, on the basis of qualitative factors, it is considered not more likely than not that the fair value of the reporting unit is less than the carrying amount, further testing of goodwill for impairment would not be required. Otherwise, goodwill impairment is tested using a two-step approach. The first step involves comparing the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit is determined to be greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is determined to be greater than the fair value, the second step must be completed to measure the amount of impairment, if any. The second step involves calculating the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit as determined in step one. The implied fair value of the goodwill in this step is compared to the carrying value of goodwill. If the implied fair value of the goodwill is less than the carrying value of the goodwill, an impairment loss equivalent to the difference is recorded. As such, for the three and six months ended June 30, 2023 we recorded an impairment loss of approximately $ 6.1 No similar impairment was recorded for the three or six months ended June 30, 2022. For the year ended December 31, 2022 we had recorded an impairment loss of approximately $ 4.1 million on our goodwill and derecognized the goodwill of $ 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 is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. Variable Interest Entity (VIE) Accounting The Company evaluates its ownership, contractual relationships and other interests in entities to determine the nature and extent of the interests, whether such interests are variable interests and whether the entities are VIEs in accordance with ASC 810, Consolidations. These evaluations can be complex and involve Management judgment as well as the use of estimates and assumptions based on available historical information, among other factors. Based on these evaluations, if the Company determines that it is the primary beneficiary of a VIE, the entity is consolidated into the financial statements. At June 30, 2023 and December 31, 2022, the Company identified EdgePoint to be the Company’s sole VIE. At June 30, 2023 and December 31, 2022, the Company’s ownership percentage of EdgePoint was 29 29 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. Embedded debt costs in convertible debt instruments 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 Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Under Topic 606, the Company recognizes revenue when its customers obtain control of the promised good or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company applies the following five-step: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company identifies the performance obligation(s) in the contract by assessing whether the goods or services promised within each contract are distinct. The Company then recognizes revenue for the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company anticipates generating revenues from rendering services to other third-party customers for the development of certain drug products and/or in connection with certain out-licensing agreements. In the case of services rendered for development of the drugs, revenue is recognized upon the achievement of the performance obligations or over time on a straight-line basis over the extended service period. In the case of out-licensing contracts, the Company records revenues either upon achievement of certain pre-defined milestones, when there is no obligation of the Company achieve any performance obligations in connection with the said pre-defined milestones, or upon achievement of the performance obligations if the milestones require the Company to provide the performance obligations. The Company occasionally collects advance payments from customers toward commitments to provide services or performance obligations, in which case the advance payment is recorded as a liability until the obligations are fulfilled and revenue is recognized. Research & Development Costs In accordance with ASC 730-10-25 “Research and Development”, research and development costs are charged to expense as and when incurred. Recent Accounting Pronouncements In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ ASU 2020-06 0.5 0.3 All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | NOTE 3 - INTANGIBLE ASSETS AND GOODWILL Goodwill from 2019 Reverse Merger with Oncotelic and PointR The Company completed the merger with Oncotelic Inc. (“Merger”) in April 2019. The Company completed the merger with PointR Data Inc (“PointR Merger”) in November 2019. For more details, 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, and will continue to use, 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 comparable’ 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 A summary of our goodwill as of June 30, 2023 and December 31, 2022 is shown below: SUMMARY OF GOODWILL June 30, December 31, 2023 2022 Balance at beginning of the year $ 12,071,376 $ 21,062,455 Less: Derecognition upon recording of gain on non-financial asset - (4,880,000 ) Less;: Goodwill impairment due to market capitalization (6,083,146 ) (4,111,079 ) Balance at the end of the period $ 5,988,230 $ 12,071,376 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. Since we observed a significant drop in the stock price of our Common Stock, we assessed that an additional impairment needed to be recorded, solely based on the market capitalization of our stock as of June 30, 2023 as compared to December 31, 2022. as such, the Company concluded that an additional impairment was required to be recorded for the three and six months ended June 30, 2023 of approximately $ 6.1 Assignment and Assumption Agreement with Autotelic, Inc. In April 2018, Oncotelic Inc. entered into an Assignment and Assumption Agreement (the “ Assignment Agreement IP 204,798 819,191 Intangible Asset Summary The following table summarizes the balances as of December 31, 2022, of the intangible assets acquired, their useful life, and annual amortization. As the intangible assets acquired were already derecognized as of December 31, 2023, we had no similar assets or adjustments thereto as of June 30, 2023: SCHEDULE OF INTANGIBLE ASSETS December 31, Remaining Intangible asset – Intellectual property $ 819,191 Intangible asset – Capitalization of license cost 190,989 1,010,180 Less Accumulated Amortization (201,180 ) Less: Derecognition of carrying value upon transfer of non-financial asset (809,000 ) Total $ - Amortization of identifiable intangible assets for the three months ended June 30, 2023 and 2022 was $ 0 0 12,841 809,000 There will be no future yearly amortization expense related to our intangibles. In-Process Research & Development (“IPR&D”) Summary The IPR&D assets were acquired in the PointR Merger during the year ended December 31, 2019. Since January 2021, the Company has determined that the IPR&D should be reported as an indefinitely lived asset and therefore will evaluate, on an annual basis, for any impairment on the IPR&D and will record an impairment if identified. The balance of IPR&D as of June 30, 2023 and December 31, 2022 was $ 1,101,760 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, December 31, 2023 2022 Accounts payable $ 1,682,943 $ 1,735,764 Accrued expense 775,646 775,100 Accounts payable and accrued liabilities $ 2,458,589 $ 2,510,864 June 30, December 31, Accounts payable – related party $ 343,001 $ 332,432 |
CONVERTIBLE DEBENTURES, NOTES A
CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT | NOTE 5 – CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT As of June 30, 2023 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 June 30, December 31, 2023 2022 Convertible debentures 10% Convertible note payable, due April 23, 2022 – Bridge Investor $ 35,556 $ 35,556 10% Convertible note payable, due April 23, 2022 – Related Party 164,444 164,444 10% Convertible note payable, due August 6, 2022 – Bridge Investor 200,000 200,000 400,000 400,000 Fall 2019 Notes 5% Convertible note payable – Stephen Boesch 126,458 123,958 5% Convertible note payable – Related Party 294,983 288,733 5% Convertible note payable – Dr. Sanjay Jha (Through his family trust) 294,503 288,253 5% Convertible note payable – CEO, CTO* & CFO – Related Parties 96,509 94,457 5% Convertible note payable – Bridge Investors 197,722 193,522 1,010,175 988,923 August 2021 Convertible Notes 5% Convertible note – Autotelic Inc– Related Party 273,802 267,553 5% Convertible note – Bridge investors 409,061 399,722 5% Convertible note – CFO – Related Party 82,142 80,266 765,005 747,541 JH Darbie PPM Debt 16% Convertible Notes - Non-related parties 2,397,238 2,441,471 16% Convertible Notes – CEO – Related Party 125,000 124,547 2,522,238 2,566,018 November/December 2021 & March 2022 Notes 16% Convertible Notes – Accredited Investors 323,622 619,345 Debt for Clinical Trials – GMP 2% Convertible Notes – GMP 4,704,631 4,659,782 May and June 2022 Note 16% Convertible Notes – Accredited Investors 1,286,809 885,312 Other Debt Short term debt – Bridge investors 245,000 245,000 Short term debt from CFO 35,050 25,050 Short term debt – Autotelic Inc– Related Party 800,000 120,000 1,080,050 390,050 Accrued interest 58,791 - Total of convertible debentures & notes and other debt $ 12,133,821 11,256,971 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 0 19,493 0 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 0 4,400 0 On August 6, 2019, pursuant to the Bridge SPA the Company entered into Convertible Note Tranche #2 (“ Tranche #2 The issuance of the note resulted in a discount from the beneficial conversion feature totaling $ 175,000 0 10,000 0 As of June 30, 2023, the Company had a derivative liability of approximately $ 525,000 327,000 Fall 2019 Debt Financing In December 2019, the Company closed its Fall 2019 Debt Financing, raising an additional $ 500,000 1,000,000 Fall 2019 Note Purchase Agreements Fall 2019 Notes 250,000 500,000 250,000 35,000 27,000 20,000 168,000 The total unamortized principal amount of the Fall 2019 Notes was $ 850,000 The Company recorded interest expense of $ 10,625 21,250 10,625 21,250 1,010,175 988,923 GMP Notes In June 2020, the Company secured $ 2 GMP Note 2 2 2 In September 2021, the Company secured a further $ 1.5 GMP Note 2 2 1.5 1.0 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 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 all the GMP notes, inclusive of accrued interest, was approximately $ 4.7 During the three and six months ended June 30, 2023, the Company incurred approximately $ 22,438 44,850 22,440 44,630 August 2021 Notes In August 2021, the Company entered into Note Purchase Agreements with Autotelic - a related party, our CFO - a related party, and certain accredited investors (the “August 2021 investors”), whereby the Company issued four convertible notes in the aggregate principal amount of $ 698,500 690,825 The convertible notes carry a five (5%) percent coupon and mature one year from issuance. The majority of the August 2021 investors have the right, but not the obligation, not more than five days following the maturity date, to convert all, but not less than all, the outstanding and unpaid principal plus accrued interest into the Company’s common stock, at a conversion price of $ 0.18 As of June 30, 2023, and December 31, 2022, the August 2021 convertible notes, inclusive of accrued interest, consist of the following amounts: SCHEDULE OF CONVERTIBLE NOTES, NET OF DISCOUNT June 30, December 31, 2023 2022 Autotelic Related party convertible note, 5% coupon August 2022 $ 273,802 $ 267,553 CFO Related party convertible note, 5% coupon August 2022 409,061 399,722 Accredited investors convertible note, 5% coupon August 2022 82,142 80,266 $ 765,005 $ 747,541 During the three and six months ended June 30, 2023, the Company recognized approximately $ 8,730 17,460 4,060 8,125 At June 30, 2023, and December 31, 2022, accrued interests on these convertible notes totaled approximately $ 66,500 49,040 November – December 2021 and March 2022 Financing In November and December 2021, the Company entered into securities purchase agreement with five institutional investors, whereby the Company issued five convertible notes in the aggregate principal amount of $ 1,250,000 12 16 0.07 9,615,385 0.13 961,540 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 As of June 30, 2023, and December 31, 2022, convertible notes under the November-December 2021 Financing, net of debt discount, consist of the following amounts: June 30, December 31, 2023 2022 Blue Lake Partners LLC Convertible note, 16% coupon, December 2021 (In default and inclusive of accrued interest) - 227,817 Fourth Man LLC Convertible note, 16% coupon December 2022 (In default and inclusive of accrued interest) 37,030 112,500 Convertible notes, gross $ 37,030 $ 339,687 Less: Debt discount recorded (500,000 ) (500,000 ) Amortization debt discount 500,000 500,000 Convertible notes, net $ 37,030 $ 339,687 The Company recognized approximately $ 8,600 18,300 33,000 112,600 The balance of accrued interest was approximately $ 4,530 30,000 44,000 627,538 0 The Company recognized approximately $ 0 657,400 The Company recorded an initial debt discount of approximately $ 0.4 0 0.5 The note includes a default amount calculated at 125 68,000 22,500 As of June 30, 2023, and December 31, 2022, Fourth Man convertible note, net of debt discount, consist of the following amounts: June 30, December 31, 2023 2022 Fourth Man Convertible note, 12% coupon March 2022 (Inclusive of interest and default provision) $ 286,593 $ 340,959 Unamortized debt Discount - (61,301 ) Convertible notes, net $ 286,593 $ 279,658 As of June 30, 2023, the balance includes the remaining principal of $ 210,000 8,400 68,000 Accrued interest was approximately $ 8,400 22,800 The Company recognized approximately $ 8,400 15,600 7,650 The Company recognized approximately $ 35,813 63,700 As of June 30, 2023, and December 31, 2022, the balance of the unamortized debt discount was $ 0 61,301 The 109,349 25,489 78,460 During the six months ended June 30, 2023, the Company converted $ 40,000 30,000 1,025,000 125 70,000 May 2022 Mast Financing In May 2022, the Company entered into a securities purchase agreement with one institutional investor, whereby the Company issued one convertible note in the aggregate principal amount of $ 605,000 12 16 0.10 3,025,000 0.20 302,500 258,100 As of June 30, 2023, and December 31, 2022, the May 2022 Mast Financing, net of debt discount, consist of the following amounts: June 30, December 31, 2023 2022 Mast Hill Convertible note, 16% coupon May 2023, inclusive of accrued interest and penalty $ 857,084 $ 847,000 Convertible notes, gross $ 857,084 $ 847,000 Less Debt discount recorded (605,000 ) (605,000 ) Amortization debt discount, net of reversal of original and unamortized BCF 565,725 333,119 Convertible notes, net $ 817,809 $ 575,119 Accrued interest was $ 80,667 72,600 56,464 146,461 The Company recognized approximately $ 53,257 Effective January 1, 2023, the Company adopted ASU 2020-06, which resulted in the reversal of the original BCF amount to additional paid in capital for approximately $ 0.2 0.1 0.1 June 2022 Financing In June 2022, the Company entered into a securities purchase agreement with one institutional investor, whereby the Company issued one convertible note in the aggregate principal amount of $ 335,000 12 16 0.10 837,500 0.20 83,750 As of June 30, 2023, and December 31, 2022, convertible note under the June 2022 Blue Lake Financing, net of debt discount, consist of the following amounts: June 30, December 31, 2023 2022 Blue Lake Convertible note, 16% coupon June 2023, inclusive of accrued interest $ 469,000 $ 469,000 Convertible notes, gross $ 469,000 $ 469,000 Less Debt discount recorded (332,748 ) (332,748 ) Amortization debt discount, net of reversal of original and unamortized BCF 332,748 173,941 Convertible notes, net $ 469,000 $ 310,193 The Company recognized approximately $ 29,408 61,642 7,305 0.2 0.1 0.1 94,000 Other short-term advances As of June 30, 2023 compared to 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 June 30, 2022 December 31, 2022 Short term advance from CFO – Related Party $ 35,050 $ 25,050 Short term advances – bridge investors & others 245,000 245,000 Short term advance – Autotelic Inc. – Related Party 800,000 120,000 Short term advance $ 1,080,050 $ 390,050 During the year ended December 31, 2021, the Company’s CFO provided short term advances of approximately $ 45,000 20,000 10,000 35,000 During the year ended December 31, 2021, the CFO provided a total of approximately $ 120,000 75,000 630,000 373,500 20,000 17,500 228,000 In May 2021, Autotelic provided an additional short-term funding of $ 250,000 120,000 680,000 800,000 |
JOINT VENTURE WITH GMP BIO AND
JOINT VENTURE WITH GMP BIO AND AFFILIATES, EQUITY METHOD INVESTMENT | 6 Months Ended |
Jun. 30, 2023 | |
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 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 22.7 19 0.5 1.5 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 | 6 Months Ended |
Jun. 30, 2023 | |
Private Placement And Jh Darbie Financing | |
PRIVATE PLACEMENT AND JH DARBIE FINANCING | NOTE 7 - PRIVATE PLACEMENT AND JH DARBIE FINANCING During the period from July 2020 to March 31, 2021, the Company entered into various subscription agreements with certain accredited investors, including the CEO, pursuant to the JH Darbie Financing, whereby the Company issued and sold a total of 100 5 ■ 25,000 1.00 ■ One convertible promissory note, convertible up to 25,000 1.00 138,889 0.18 ■ 50,000 1.00 0.20 As June 30, 2023 and December 31, 2022 funds received under the JH Darbie Financing, net of debt discount, consist of the following amounts: SCHEDULE OF FUNDS RECEIVED UNDER THE SUBSCRIPTION AGREEMENT June 30, 2023 December 31, 2022 Convertible promissory notes Subscription agreements - accredited investors $ 2,397,238 $ 2,441,471 Subscription agreements – related party 125,000 124,547 Total convertible promissory notes $ 2,522,238 $ 2,566,018 The Company incurred approximately $ 0.64 39,000 Concurrently with the sale of the Units, JH Darbie was granted a warrant, exercisable over a five-year period, to purchase 10 10 The terms of convertible notes are summarized as follows: ■ Term: Through March 31, 2022, extended further to March 31, 2023 ■ Coupon: 16 ■ Convertible at the option of the holder at any time in the Company’s Common Stock or Edgepoint Common Stock. ■ The conversion price is initially set at $ 0.18 1.00 For more information on the private placement, refer to our 2022 Annual Report on Form 10-K filed with the SEC on April 19, 2023. 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 Upon the amendment of the terms of the convertible notes under the private placement memorandum. As incentive to extend the maturity date, approximately 33 million warrants were issued to the Unit Holders who participated in the amendment, The Company repaid the 1-unit holder who did not participate in the amendment shortly after March 31, 2022. During the six months ended June 30, 2023, the Company partially repaid one unit holder,who will not be participating in the new JH Darbie financing. The Company recognized amortization expense related to the debt discount and debt issuance costs of approximately $ 8,400 52,000 As of June 30, 2023, 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 and JH Darbie have started a new private placement financing and which will be used, partially, to have the earlier PPM participants to roll over their investments into the new private placement. In this connection, 40 unit holders, comprising 15 investors, have already converted their notes into the new private placement after the close of this quarter. The Company is still working with the remaining prior JH Darbie financing investors to roll over their promissory notes into the new private placement. While the Company is fairly confident most, if not all the prior PPM investors, will roll over their debt into the new private placement. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 - RELATED PARTY TRANSACTIONS Master Service Agreement with Autotelic Inc. In October 2015, Oncotelic entered into a Master Service Agreement (the “ MSA 10 Expenses related to the MSA were $ 0 1,000 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 2022 Annual Report on Form 10-K filed with SEC on April 15, 2022. Note Payable and Short-Term Loan – Related Parties In April 2019, the Company issued a convertible note to Dr. Trieu totaling $ 164,444 16,444 148,000 250,000 35,000 70,000 50,000 5 250,000 In May 2021, Autotelic provided an additional short-term funding of $ 250,000 120,000 680,000 800,000 Artius Consulting Agreement On March 9, 2020, the Company and Artius Bioconsulting, LLC (“ Artius Effective Date Artius Agreement No Maida Consulting Agreement Effective May 5, 2020, the Company and Dr. Maida entered into an independent consulting agreement, commencing April 1, 2020 (the “Maida Agreement”), under which Dr. Maida will assist the Company in providing medical expertise and advice from time to time in the design, conduct and oversight of the Company’s existing and future clinical trials. For more information on this Agreement, refer to our 2021 Annual Report on Form 10-K filed with the SEC on April 15, 2022. The Company recorded an expense of $ 0 75,000 |
EQUITY PURCHASE AGREEMENT AND R
EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT | 6 Months Ended |
Jun. 30, 2023 | |
Equity Purchase Agreement And Registration Rights Agreement | |
EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT | NOTE 9 - EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT In May 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 in April 2022, and the Form S-1 was declared effective in May 2022 and the Company filed the prospectus in this connection in May 2022. Further, the Company filed a second post-effective amendment Registration Statement on Form S-1 with the Commission in April 2023, and the Form S-1 was declared effective in April 2023. The Company filed the prospectus in this connection on May 2, 2023. During the six months ended June 30, 2023, the Company did not sell any shares of Common Stock under the EPL. During the six months ended June 30, 2022, the Company sold a total of 600,000 0.16 0.22 114,930 98,627 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10 - STOCKHOLDERS’ EQUITY The following transactions affected the Company’s Stockholders’ Equity: Issuance of Common Stock during the six months ended June 30, 2023 In February 2023, Blue Lake partially converted $ 71,750 1,025,000 In June 2023, Blue Lake converted the full remainder of their $ 181,750 3,466,853 In May and June 2023, Fourth Man converted $ 50,000 30,000 1,192,857 Issuance of Common Stock during the six months ended June 30, 2022 In January 2022, three of the five investors from the November/December 2021 financing made a cashless exercise for their warrants. In connection with this exercise, the Company issued 3,041,958 5,769,231 In March 2022, the Company sold 300,000 52 In May 2022, Blue Lake made a cashless exercise for their warrants. In connection with this exercise, the Company issued 1,403,326 1,923,077 In June 2022, the Company sold 300,000 47 In June 2022, Mast Hill converted their debt of approximately $ 0.28 Company issued 4,025,000 Mast Hill. In June 2022, Company issued 500,000 35,000 In June 2022, First Fire made a cashless exercise for their warrants. In connection with this exercise, the Company issued 1,183,400 1,923,077 For further information on Common Stock issuance, refer to our 2021 Annual Report on Form 10-K filed with the SEC on April 15, 2022. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2023 | |
Compensation Related Costs [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 11 – STOCK-BASED COMPENSATION Options Pursuant to the Merger, the Company’s Common Stock and corresponding outstanding options survived. The below information details the Company’s associated option activity. As of June 30, 2023, the Company had options to purchase Common Stock that were outstanding under three stock option plans – the 2017 Equity Incentive Plan (the “ 2017 Plan 2015 Plan 2005 Plan 2,000,000 27,250,000 Employees, consultants, and directors are eligible for awards granted under the 2017 and 2015 Plans. Since the adoption of the 2015 Plan, no further awards may be granted under the 2005 Plan, although options previously granted remain outstanding in accordance with their terms. 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 six months ended June 30, 2023 Average Shares Exercise Price Outstanding at January 1, 2023 25,690,261 $ 0.23 Expired or cancelled (1,512,500 ) 0.46 Outstanding at June 30, 2023 24,177,761 0.21 Weighted For the six months ended June 30, 2022 Average Shares Exercise Price Outstanding at January 1, 2022 16,592,620 $ 0.30 Expired or cancelled (2,359 ) 11.88 Outstanding at June 30, 2022 16,590,261 $ 0.30 Information on compensation-based stock option activity for qualified and unqualified stock options for the year ended December 31, 2021 can be found in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on April 19, 2023. The following table summarizes information about options to purchase shares of the Company’s Common Stock outstanding and exercisable at June 30, 2023: 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 $ 0.1 0.15 16,250,000 8.7 $ 0.12 6,057,500 0.16 5,502,761 8.0 0.16 5,502,761 0.22 1,000,000 5.0 0.22 1,000,000 0.38 550,000 3.5 0.38 550,000 0.73 500,000 2.7 0.73 500,000 1.43 300,000 1.9 1.43 300,000 15.00 75,000 1.9 15.00 75,000 25,690,261 8.0 $ 0.21 13,985,261 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. As of June 30, 2023, there was no Of the approximately 14 million unvested stock options, the vesting criteria for 7.3 million options is still being evaluated as on the date of this Report, as those options are subject to individual milestone achievements The Company amortized $ 0 50,000 Warrants The Company has issued warrants in connection with the various financings conducted by the Company. For mor information on the warrant issuances, refer to our 2022 Annual Report on Form 10-K/A filed with the SEC on April 17, 2023. The Company issued 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, as of June 30, 2023 and 2022 are summarized as follows: SCHEDULE OF WARRANTS ACTIVITY For the three months ended June 30, 2023 Average Shares Exercise Price Outstanding at January 1, 2023 81,072,855 $ 0.18 Issued during the six months ended June 30, 2023 - - Exercised / cancelled during the six months ended June 30, 2023 (42,737,500 ) 0.2 Outstanding at June 30, 2023 38,335,355 $ 0.16 For the six months ended June 30, 2022 Average Shares Exercise Price Outstanding at January 1, 2022 53,314,424 $ 0.20 Issued during the six months ended June 30, 2022 34,375,066 0.15 0.20 Exercised / cancelled during the six months ended June 30, 2022 (9,615,385 ) 0.13 Outstanding at June 30, 2022 82,322,855 $ 0.18 The following table summarizes information about warrants outstanding and exercisable at June 30, 2023: 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 $ 0.13 961,539 3.46 0.13 961,539 0.15 33,000,066 0.75 0.15 33,000,066 0.20 4,373,750 3.75 3.98 0.20 4,373,750 38,335,355 0.75 $ 0.15 38,335,355 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 12 – INCOME TAXES The Company had gross deferred tax assets, which primarily relate to net operating loss carryforwards. As of December 31, 2021, the Company had gross federal and state net operating loss carryforwards, which are available to offset future taxable income, if any. The Company recorded a valuation allowance in the full amount of its net deferred tax assets since realization of such tax benefits has been determined by our management to be less likely than not. For information on our deferred tax assets and liabilities, refer to our 2022 Annual Report on Form 10-K filed with the SEC on April 14, 203 or 2022 Annual Report on Form 10-K/A filed with the SEC on April 19, 2023. Portions of these carryforwards will expire through 2038, |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
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. PointR Merger Contingent Consideration The total purchase price in the PointR Merger of $ 17,831,427 2,625,000 15 Third Party Service Provider Claim The Company is disputing a judgement of $ 20,000 Other claims From time to time, the Company may become involved in certain claims arising in the ordinary course of business. One of the Company’s ex-employees has made a claim against the Company. The Company is evaluating the validity of the claim, as the Company believes that such claim has limited merits and is hopeful to attain a positive outcome for such claim. Since the Company is still evaluating the claim, we are unable to quantify the amount such claim would be settled at, if at all settled. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS New Private Placement with JH Darbie In July 2023, completed entering into subscription agreements with certain accredited investors (“ Subscription Agreement Units Note 250,000 250,000 0.01 the Company’s Common Stock 0.10 250,000 Warrants 0.12 Financing 1.0 150,000 JH Darbie. Agreement Share Issuance In July 2023, Fourth Man converted the final balance of approximately $ 44,000 627,538 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023, and December 31, 2022 the Company held all its cash in banks. The Company considers investments in highly liquid instruments with a maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022, respectively. Restricted cash consists of certificates of deposits held at banks as collateral for various purposes. |
Debt issuance Costs and Debt discount | Debt issuance Costs and Debt discount Issuance costs are specific incremental costs that are (1) paid to third parties and (2) directly attributable to the issuance of a debt or equity instrument. The issuance costs attributable to the initial sale of the instrument are offset against the associated proceeds in the determination of the instrument’s initial net carrying amount. Debt issuance costs and debt discounts are being amortized over the lives of the related financings on a basis that approximates the effective interest method. Costs and discounts are presented as a reduction of the related debt in the accompanying balance sheets if related to the issuance of debt or presented as a reduction of additional paid in capital if related to the issuance of an equity instrument. The Company applies the relative fair value to allocate the issuance costs among freestanding instruments that form part of the same transaction. If the Company amends the terms of its convertible notes, the Company reviews and applies the guidance per ASC 470-60 Troubled debt restructurings Debt-Modifications and Extinguishments |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued expense approximate their fair values based on the short-term maturity of these instruments. As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. The three levels of the fair value hierarchy defined by ASC 820 are as follows: ● Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. ● Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. ● Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. |
Investment in equity securities | Investment in equity securities The following table summarizes the cumulative gross unrealized gains and losses and fair values for long-term investments accounted for at fair value under the fair value option, with the unrealized gains and losses reported within earnings on the Condensed Consolidated Statements of Operation as of June 30, 2023 and December 31, 2022.: SCHEDULE OF UNREALIZED GAINS AND LOSSES Cumulative Cumulative Gross Gross Initial Unrealized Unrealized Fair Book Value Gains Losses Value June 30, 2023 and 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 changes in the fair value of the Company’s long-term investment in equity securities, based on a third-party valuation report, as a Level 3 fair value as of June 30, 2023 and December 31, 2022: SUMMARY OF CHANGES IN FAIR VALUE OF LONG-TERM INVESTMENT IN EQUITY SECURITIES June 30, 2023 December 31, 2022 Balance at January 1, 2023 and 2022 $ 22,640,519 $ - Contribution at cost basis - 5,689,042 Gain on derecognition of non-financial asset - 16,591,477 Change in fair value - - Balance at June 30, 2023 and December 31, 2022 $ 22,640,519 $ 22,640,519 |
Derivative Liability | Derivative Liability The Company has certain derivative liabilities associated with its 2019 bridge financing Convertible Notes (see Note 5), which consisted of conversion feature derivatives at June 30, 2023 and December 31, 2022, 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 June 30, 2023 and 2022: SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES June 30, 2023 June 30, 2022 Conversion Feature Conversion Feature Balance at January 1, 2023 and 2022 $ 198,140 $ 340,290 New derivative liability - Reclassification to additional paid in capital from conversion of debt to common stock - Change in fair value 327,594 67,922 Balance at June, 2023 and 2022 $ 525,734 $ 408,212 As of June 30, 2023, and 2022, 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 June 30, 2023 and 2022, respectively: SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES June 30, 2023 June 30, 2022 Key Key Assumptions Assumptions for fair value for fair value of conversions of conversions Risk free interest 5.4 % 0.17 1.03 Market price of share $ 0.03 $ 0.17 0.23 Life of instrument in years 0.01 0.01 0.33 Volatility 171.25 % 107.50 109.40 Dividend yield 0 % 0 % When the Company changes its valuation inputs for measuring financial liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the periods ended June 30, 2023 and 2022, respectively, there were no transfers of financial assets or financial liabilities between the hierarchy levels. The $ 2,625,000 |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share includes the effect of Common Stock equivalents (notes convertible into Common Stock, stock options and warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive. For the three and six months ended June 30, 2023, no equivalent shares of the Common Stock were excluded as the company has a loss and addition of such stock equivalents in the computation would have been anti-dilutive. |
Stock-Based Compensation | Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ ASC 718 For stock options issued to employees and members of the Board of Directors (the “ Board For warrants issued in connection with fund raising activities, the Company estimates the grant date fair value of each warrant using the Black-Scholes pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the warrant, the expected volatility of the Common Stock consistent with the expected life of the warrant, risk-free interest rates and expected dividend yields of the Common Stock. If the warrants are issued upon termination or cancellation of prior issued warrants, then the Company estimates the grant date fair value of the new warrants using the Black-Scholes pricing model and evaluates whether the new warrants are deemed as equity instruments or liability instruments. If the warrants are deemed to be equity instruments, the Company records stock compensation expense and an addition to additional paid in capital. If, however, the warrants are deemed to be liability instruments, then the fair value is treated as a deemed dividend and credited to additional paid in capital. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the three and six months ended June 30, 2023 and the year ended December 31, 2022, 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 three and six months ended June 30, 2023 and 2022, respectively, there were no 0.8 45 |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least once annually, at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the reporting unit. If, on the basis of qualitative factors, it is considered not more likely than not that the fair value of the reporting unit is less than the carrying amount, further testing of goodwill for impairment would not be required. Otherwise, goodwill impairment is tested using a two-step approach. The first step involves comparing the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit is determined to be greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is determined to be greater than the fair value, the second step must be completed to measure the amount of impairment, if any. The second step involves calculating the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit as determined in step one. The implied fair value of the goodwill in this step is compared to the carrying value of goodwill. If the implied fair value of the goodwill is less than the carrying value of the goodwill, an impairment loss equivalent to the difference is recorded. As such, for the three and six months ended June 30, 2023 we recorded an impairment loss of approximately $ 6.1 No similar impairment was recorded for the three or six months ended June 30, 2022. For the year ended December 31, 2022 we had recorded an impairment loss of approximately $ 4.1 million on our goodwill and derecognized the goodwill of $ 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 is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. |
Variable Interest Entity (VIE) Accounting | Variable Interest Entity (VIE) Accounting The Company evaluates its ownership, contractual relationships and other interests in entities to determine the nature and extent of the interests, whether such interests are variable interests and whether the entities are VIEs in accordance with ASC 810, Consolidations. These evaluations can be complex and involve Management judgment as well as the use of estimates and assumptions based on available historical information, among other factors. Based on these evaluations, if the Company determines that it is the primary beneficiary of a VIE, the entity is consolidated into the financial statements. At June 30, 2023 and December 31, 2022, the Company identified EdgePoint to be the Company’s sole VIE. At June 30, 2023 and December 31, 2022, the Company’s ownership percentage of EdgePoint was 29 29 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. |
Embedded debt costs in convertible debt instruments | Embedded debt costs in convertible debt instruments 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 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Under Topic 606, the Company recognizes revenue when its customers obtain control of the promised good or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company applies the following five-step: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company identifies the performance obligation(s) in the contract by assessing whether the goods or services promised within each contract are distinct. The Company then recognizes revenue for the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company anticipates generating revenues from rendering services to other third-party customers for the development of certain drug products and/or in connection with certain out-licensing agreements. In the case of services rendered for development of the drugs, revenue is recognized upon the achievement of the performance obligations or over time on a straight-line basis over the extended service period. In the case of out-licensing contracts, the Company records revenues either upon achievement of certain pre-defined milestones, when there is no obligation of the Company achieve any performance obligations in connection with the said pre-defined milestones, or upon achievement of the performance obligations if the milestones require the Company to provide the performance obligations. The Company occasionally collects advance payments from customers toward commitments to provide services or performance obligations, in which case the advance payment is recorded as a liability until the obligations are fulfilled and revenue is recognized. |
Research & Development Costs | Research & Development Costs In accordance with ASC 730-10-25 “Research and Development”, research and development costs are charged to expense as and when incurred. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ ASU 2020-06 0.5 0.3 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) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF UNREALIZED GAINS AND LOSSES | SCHEDULE OF UNREALIZED GAINS AND LOSSES Cumulative Cumulative Gross Gross Initial Unrealized Unrealized Fair Book Value Gains Losses Value June 30, 2023 and 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 June 30, 2023 December 31, 2022 Balance at January 1, 2023 and 2022 $ 22,640,519 $ - Contribution at cost basis - 5,689,042 Gain on derecognition of non-financial asset - 16,591,477 Change in fair value - - Balance at June 30, 2023 and December 31, 2022 $ 22,640,519 $ 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 June 30, 2023 and 2022: SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES June 30, 2023 June 30, 2022 Conversion Feature Conversion Feature Balance at January 1, 2023 and 2022 $ 198,140 $ 340,290 New derivative liability - Reclassification to additional paid in capital from conversion of debt to common stock - Change in fair value 327,594 67,922 Balance at June, 2023 and 2022 $ 525,734 $ 408,212 |
SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES | SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES June 30, 2023 June 30, 2022 Key Key Assumptions Assumptions for fair value for fair value of conversions of conversions Risk free interest 5.4 % 0.17 1.03 Market price of share $ 0.03 $ 0.17 0.23 Life of instrument in years 0.01 0.01 0.33 Volatility 171.25 % 107.50 109.40 Dividend yield 0 % 0 % |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SUMMARY OF GOODWILL | A summary of our goodwill as of June 30, 2023 and December 31, 2022 is shown below: SUMMARY OF GOODWILL June 30, December 31, 2023 2022 Balance at beginning of the year $ 12,071,376 $ 21,062,455 Less: Derecognition upon recording of gain on non-financial asset - (4,880,000 ) Less;: Goodwill impairment due to market capitalization (6,083,146 ) (4,111,079 ) Balance at the end of the period $ 5,988,230 $ 12,071,376 |
SCHEDULE OF INTANGIBLE ASSETS | The following table summarizes the balances as of December 31, 2022, of the intangible assets acquired, their useful life, and annual amortization. As the intangible assets acquired were already derecognized as of December 31, 2023, we had no similar assets or adjustments thereto as of June 30, 2023: SCHEDULE OF INTANGIBLE ASSETS December 31, Remaining Intangible asset – Intellectual property $ 819,191 Intangible asset – Capitalization of license cost 190,989 1,010,180 Less Accumulated Amortization (201,180 ) Less: Derecognition of carrying value upon transfer of non-financial asset (809,000 ) Total $ - |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, December 31, 2023 2022 Accounts payable $ 1,682,943 $ 1,735,764 Accrued expense 775,646 775,100 Accounts payable and accrued liabilities $ 2,458,589 $ 2,510,864 June 30, December 31, Accounts payable – related party $ 343,001 $ 332,432 |
CONVERTIBLE DEBENTURES, NOTES_2
CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE DEBENTURES AND NOTES, NET OF DISCOUNT | As of June 30, 2023 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 June 30, December 31, 2023 2022 Convertible debentures 10% Convertible note payable, due April 23, 2022 – Bridge Investor $ 35,556 $ 35,556 10% Convertible note payable, due April 23, 2022 – Related Party 164,444 164,444 10% Convertible note payable, due August 6, 2022 – Bridge Investor 200,000 200,000 400,000 400,000 Fall 2019 Notes 5% Convertible note payable – Stephen Boesch 126,458 123,958 5% Convertible note payable – Related Party 294,983 288,733 5% Convertible note payable – Dr. Sanjay Jha (Through his family trust) 294,503 288,253 5% Convertible note payable – CEO, CTO* & CFO – Related Parties 96,509 94,457 5% Convertible note payable – Bridge Investors 197,722 193,522 1,010,175 988,923 August 2021 Convertible Notes 5% Convertible note – Autotelic Inc– Related Party 273,802 267,553 5% Convertible note – Bridge investors 409,061 399,722 5% Convertible note – CFO – Related Party 82,142 80,266 765,005 747,541 JH Darbie PPM Debt 16% Convertible Notes - Non-related parties 2,397,238 2,441,471 16% Convertible Notes – CEO – Related Party 125,000 124,547 2,522,238 2,566,018 November/December 2021 & March 2022 Notes 16% Convertible Notes – Accredited Investors 323,622 619,345 Debt for Clinical Trials – GMP 2% Convertible Notes – GMP 4,704,631 4,659,782 May and June 2022 Note 16% Convertible Notes – Accredited Investors 1,286,809 885,312 Other Debt Short term debt – Bridge investors 245,000 245,000 Short term debt from CFO 35,050 25,050 Short term debt – Autotelic Inc– Related Party 800,000 120,000 1,080,050 390,050 Accrued interest 58,791 - Total of convertible debentures & notes and other debt $ 12,133,821 11,256,971 |
SCHEDULE OF CONVERTIBLE NOTES, NET OF DISCOUNT | As of June 30, 2023, and December 31, 2022, the August 2021 convertible notes, inclusive of accrued interest, consist of the following amounts: SCHEDULE OF CONVERTIBLE NOTES, NET OF DISCOUNT June 30, December 31, 2023 2022 Autotelic Related party convertible note, 5% coupon August 2022 $ 273,802 $ 267,553 CFO Related party convertible note, 5% coupon August 2022 409,061 399,722 Accredited investors convertible note, 5% coupon August 2022 82,142 80,266 $ 765,005 $ 747,541 June 30, December 31, 2023 2022 Blue Lake Partners LLC Convertible note, 16% coupon, December 2021 (In default and inclusive of accrued interest) - 227,817 Fourth Man LLC Convertible note, 16% coupon December 2022 (In default and inclusive of accrued interest) 37,030 112,500 Convertible notes, gross $ 37,030 $ 339,687 Less: Debt discount recorded (500,000 ) (500,000 ) Amortization debt discount 500,000 500,000 Convertible notes, net $ 37,030 $ 339,687 June 30, December 31, 2023 2022 Fourth Man Convertible note, 12% coupon March 2022 (Inclusive of interest and default provision) $ 286,593 $ 340,959 Unamortized debt Discount - (61,301 ) Convertible notes, net $ 286,593 $ 279,658 June 30, December 31, 2023 2022 Mast Hill Convertible note, 16% coupon May 2023, inclusive of accrued interest and penalty $ 857,084 $ 847,000 Convertible notes, gross $ 857,084 $ 847,000 Less Debt discount recorded (605,000 ) (605,000 ) Amortization debt discount, net of reversal of original and unamortized BCF 565,725 333,119 Convertible notes, net $ 817,809 $ 575,119 |
SCHEDULE OF SHORT-TERM LOANS | As of June 30, 2023 compared to 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 June 30, 2022 December 31, 2022 Short term advance from CFO – Related Party $ 35,050 $ 25,050 Short term advances – bridge investors & others 245,000 245,000 Short term advance – Autotelic Inc. – Related Party 800,000 120,000 Short term advance $ 1,080,050 $ 390,050 |
PRIVATE PLACEMENT AND JH DARB_2
PRIVATE PLACEMENT AND JH DARBIE FINANCING (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Private Placement And Jh Darbie Financing | |
SCHEDULE OF FUNDS RECEIVED UNDER THE SUBSCRIPTION AGREEMENT | As June 30, 2023 and December 31, 2022 funds received under the JH Darbie Financing, net of debt discount, consist of the following amounts: SCHEDULE OF FUNDS RECEIVED UNDER THE SUBSCRIPTION AGREEMENT June 30, 2023 December 31, 2022 Convertible promissory notes Subscription agreements - accredited investors $ 2,397,238 $ 2,441,471 Subscription agreements – related party 125,000 124,547 Total convertible promissory notes $ 2,522,238 $ 2,566,018 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Compensation Related Costs [Abstract] | |
SCHEDULE OF COMPENSATION BASED STOCK OPTION ACTIVITY | Compensation based stock option activity for qualified and unqualified stock options are summarized as follows: SCHEDULE OF COMPENSATION BASED STOCK OPTION ACTIVITY Weighted For the six months ended June 30, 2023 Average Shares Exercise Price Outstanding at January 1, 2023 25,690,261 $ 0.23 Expired or cancelled (1,512,500 ) 0.46 Outstanding at June 30, 2023 24,177,761 0.21 Weighted For the six months ended June 30, 2022 Average Shares Exercise Price Outstanding at January 1, 2022 16,592,620 $ 0.30 Expired or cancelled (2,359 ) 11.88 Outstanding at June 30, 2022 16,590,261 $ 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 June 30, 2023: 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 $ 0.1 0.15 16,250,000 8.7 $ 0.12 6,057,500 0.16 5,502,761 8.0 0.16 5,502,761 0.22 1,000,000 5.0 0.22 1,000,000 0.38 550,000 3.5 0.38 550,000 0.73 500,000 2.7 0.73 500,000 1.43 300,000 1.9 1.43 300,000 15.00 75,000 1.9 15.00 75,000 25,690,261 8.0 $ 0.21 13,985,261 |
SCHEDULE OF WARRANTS ACTIVITY | The issuance of warrants to purchase shares of the Company’s Common Stock, including those attributed to debt issuances, as of June 30, 2023 and 2022 are summarized as follows: SCHEDULE OF WARRANTS ACTIVITY For the three months ended June 30, 2023 Average Shares Exercise Price Outstanding at January 1, 2023 81,072,855 $ 0.18 Issued during the six months ended June 30, 2023 - - Exercised / cancelled during the six months ended June 30, 2023 (42,737,500 ) 0.2 Outstanding at June 30, 2023 38,335,355 $ 0.16 For the six months ended June 30, 2022 Average Shares Exercise Price Outstanding at January 1, 2022 53,314,424 $ 0.20 Issued during the six months ended June 30, 2022 34,375,066 0.15 0.20 Exercised / cancelled during the six months ended June 30, 2022 (9,615,385 ) 0.13 Outstanding at June 30, 2022 82,322,855 $ 0.18 |
SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE | The following table summarizes information about warrants outstanding and exercisable at June 30, 2023: 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 $ 0.13 961,539 3.46 0.13 961,539 0.15 33,000,066 0.75 0.15 33,000,066 0.20 4,373,750 3.75 3.98 0.20 4,373,750 38,335,355 0.75 $ 0.15 38,335,355 |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 19 Months Ended | ||||||||||||
Jul. 31, 2023 | Jun. 30, 2022 | May 31, 2022 | Dec. 30, 2021 | Nov. 30, 2021 | May 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | Jun. 30, 2020 | |
Warrants issuance cost | $ 2,900,000 | ||||||||||||||||
Conversion of debt | $ 40,000 | ||||||||||||||||
Common shares issued for cash | $ 46,822 | $ 51,805 | |||||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Proceeds from sales of common stock | $ 98,627 | ||||||||||||||||
Proceeds from convertible debt | 983,175 | ||||||||||||||||
Net accumulated losses | 32,896,062 | $ 25,926,069 | $ 25,926,069 | ||||||||||||||
Working capital deficit | 17,800,000 | ||||||||||||||||
Contingent liability | 2,625,000 | $ 2,625,000 | $ 2,625,000 | ||||||||||||||
Net cash used in operating activities | 699,580 | 1,165,799 | |||||||||||||||
First Fire Note [Member] | |||||||||||||||||
Conversion of stock, amount converted | $ 35,000 | ||||||||||||||||
Conversion of stock, amount converted | 500,000 | ||||||||||||||||
November 2021 Note [Member] | |||||||||||||||||
Convertible notes into common stock, shares | 4,025,000 | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Common stock, par value | $ 0.01 | ||||||||||||||||
Oncotelic Warrant [Member] | |||||||||||||||||
Warrants issued to purchase shares | 33,000,000 | ||||||||||||||||
Purchase of common stock, value | $ 50,000 | ||||||||||||||||
Biomedical Advanced Research and Development Authority [Member] | |||||||||||||||||
Investment company, general partner advisory service | 750,000 | ||||||||||||||||
Peak One Opportunity Fund, L.P [Member] | |||||||||||||||||
Number of shares of common stock | 300,000 | ||||||||||||||||
Proceeds from sales of common stock | $ 47,000 | ||||||||||||||||
Supplemental Agreement [Member] | Golden Mountain Partners LLC [Member] | |||||||||||||||||
Investment company, grant amount | 1,200,000 | ||||||||||||||||
JH Darbie Placement Agreement [Member] | Accredited Investors [Member] | Subsequent Event [Member] | |||||||||||||||||
Conversion of debt | $ 1,000,000 | ||||||||||||||||
Equity Purchase Agreement [Member] | |||||||||||||||||
Number of shares of common stock | 4,700,000 | ||||||||||||||||
Proceeds from sales of common stock | $ 600,000 | ||||||||||||||||
Equity Purchase Agreement [Member] | Peak One Opportunity Fund, L.P [Member] | |||||||||||||||||
Common shares issued for cash | $ 10,000,000 | ||||||||||||||||
Common stock, par value | $ 0.01 | ||||||||||||||||
Note Purchase Agreements [Member] | Autotelic Inc. [Member] | |||||||||||||||||
Debt instrument face amount | $ 698,500 | ||||||||||||||||
Debt instrumental interest rate | 5% | ||||||||||||||||
Securities Purchase Agreements [Member] | |||||||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | |||||||||||||||
Debt instrument face amount | $ 600,000 | $ 250,000 | $ 250,000 | $ 250,000 | |||||||||||||
Proceeds from convertible debt | $ 1,250,000 | $ 1,250,000 | |||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||
Debt instrument face amount | $ 340,000 | $ 340,000 | $ 210,000 | $ 340,000 | |||||||||||||
Securities Purchase Agreement and Purchase Agreement [Member] | Golden Mountain Partners [Member] | |||||||||||||||||
Debt instrument face amount | $ 4,500,000 | $ 4,500,000 |
SCHEDULE OF UNREALIZED GAINS AN
SCHEDULE OF UNREALIZED GAINS AND LOSSES (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | 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 | $ 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) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Balance at January 1, 2023 and 2022 | $ 22,640,519 | |
Contribution at cost basis | 5,689,042 | |
Gain on derecognition of non-financial asset | 16,591,477 | |
Change in fair value | ||
Balance at June 30, 2023 and December 31, 2022 | $ 22,640,519 | $ 22,640,519 |
SUMMARY OF CHANGES IN FAIR VA_2
SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | ||
Balance at January 1, 2023 and 2022 | $ 198,140 | $ 340,290 |
New derivative liability | ||
Reclassification to additional paid in capital from conversion of debt to common stock | ||
Change in fair value | 327,594 | 67,922 |
Balance at June, 2023 and 2022 | $ 525,734 | $ 408,212 |
SUMMARY OF ESTIMATE FAIR VALUE
SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES (Details) | 6 Months Ended | |
Jun. 30, 2023 $ / shares | Jun. 30, 2022 $ / shares | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative Liability, Measurement Input | 5.4 | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative Liability, Measurement Input | 0.17 | |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative Liability, Measurement Input | 1.03 | |
Measurement Input, Share Price [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative Liability, Measurement Input | 0.03 | |
Measurement Input, Share Price [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative Liability, Measurement Input | 0.17 | |
Measurement Input, Share Price [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative Liability, Measurement Input | 0.23 | |
Measurement Input, Expected Term [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input term | 3 days | |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input term | 3 days | |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input term | 3 months 29 days | |
Measurement Input, Price Volatility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative Liability, Measurement Input | 171.25 | |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative Liability, Measurement Input | 107.50 | |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative Liability, Measurement Input | 109.40 | |
Measurement Input, Expected Dividend Rate [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative Liability, Measurement Input | 0 | 0 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Mar. 31, 2023 | Jan. 01, 2023 | |
Impairment of intangible assets | $ 0 | $ 0 | $ 0 | $ 0 | |||
Gain loss on intangible assets | 800,000 | 800,000 | |||||
Goodwill, Impairment Loss | 6,083,146 | $ 0 | $ 6,083,146 | $ 0 | $ 4,111,079 | ||
Variable interest entity percentage | 29% | 29% | |||||
Assets | 30,012,093 | $ 30,012,093 | $ 36,116,819 | ||||
Additional paid in capital | 41,235,949 | 41,235,949 | 41,416,632 | ||||
Opening retained earnings | (32,896,062) | (32,896,062) | (25,926,069) | ||||
Accounting Standards Update 2020-06 [Member] | |||||||
Additional paid in capital | $ 500,000 | $ 109,349 | |||||
Opening retained earnings | $ 300,000 | $ 78,460 | |||||
Consolidated Entity, Excluding Consolidated VIE [Member] | |||||||
Assets | $ 100,000 | 100,000 | $ 100,000 | ||||
OT-101 [Member] | |||||||
Ownership percentage | 45% | 45% | 45% | ||||
Goodwill, Impairment Loss | $ 4,800,000 | ||||||
Fair Value, Inputs, Level 3 [Member] | PointR [Member] | |||||||
Contingent consideration | $ 2,625,000 | $ 2,625,000 |
SUMMARY OF GOODWILL (Details)
SUMMARY OF GOODWILL (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Balance at beginning of the year | $ 12,071,376 | $ 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 | $ (6,083,146) | $ 0 | (6,083,146) | $ 0 | (4,111,079) |
Balance at the end of the period | $ 5,988,230 | $ 5,988,230 | $ 12,071,376 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) | Dec. 31, 2022 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Intangible asset, gross | $ 1,010,180 |
Less Accumulated Amortization | (201,180) |
Less: Derecognition of carrying value upon sale of asset | (809,000) |
Total | |
Intellectual Property [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible asset, gross | 819,191 |
License [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible asset, gross | $ 190,989 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Apr. 30, 2018 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||||||||
Goodwill | $ 5,988,230 | $ 5,988,230 | $ 12,071,376 | $ 21,062,455 | $ 4,900,000 | |||
Goodwill impairment | 6,083,146 | $ 0 | 6,083,146 | $ 0 | 4,111,079 | |||
Amortization of identifiable intangible assets | 12,841 | |||||||
Derecognition of carrying value upon sale of asset | 809,000 | $ 809,000 | 809,000 | $ 809,000 | ||||
In process R&D | $ 1,101,760 | $ 1,101,760 | $ 1,101,760 | |||||
Assignment And Assumption Agreement [Member] | Autotelic Inc. [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Stock issued during period, shares, acquisitions | 204,798 | |||||||
Stock issued during period, value, acquisitions | $ 819,191 | |||||||
PointR Data Inc [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Goodwill | $ 16,182,456 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Accounts payable | $ 1,682,943 | $ 1,735,764 |
Accrued expense | 775,646 | 775,100 |
Accounts payable and accrued liabilities | 2,458,589 | 2,510,864 |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Accounts payable – related party | $ 343,001 | $ 332,432 |
SCHEDULE OF CONVERTIBLE DEBENTU
SCHEDULE OF CONVERTIBLE DEBENTURES AND NOTES, NET OF DISCOUNT (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Other debt | $ 1,080,050 | $ 390,050 |
Accrued interest | 58,791 | |
Total of debentures, notes and other debt | 12,133,821 | 11,256,971 |
Bridge Investor [Member] | ||
Short-Term Debt [Line Items] | ||
Other debt | 245,000 | 245,000 |
5% Convertible Note Payable - Stephen Boesch [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 126,458 | 123,958 |
5% Convertible Note Payable - Related Party [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 294,983 | 288,733 |
5% Convertible Note Payable - Sanjay Jha [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 294,503 | 288,253 |
5% Convertible Note Payable - CEO CTO and CFO Related Parties [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 96,509 | 94,457 |
5% Convertible note payable - Bridge Investors [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 197,722 | 193,522 |
5% Convertible Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 1,010,175 | 988,923 |
5% Convertible note Autotelic Inc Related Party [Member] | August 2021 Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 273,802 | 267,553 |
5% Convertible Note - Bridge Investors [Member] | August 2021 Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 409,061 | 399,722 |
5% Convertible note CFO Related Party [Member] | August 2021 Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 82,142 | 80,266 |
5% Convertible Note [Member] | August 2021 Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 765,005 | 747,541 |
Chief Financial Officer [Member] | ||
Short-Term Debt [Line Items] | ||
Other debt | 35,050 | 25,050 |
Autotelic [Member] | ||
Short-Term Debt [Line Items] | ||
Other debt | 800,000 | 120,000 |
10% Convertible Note Payable Due April 23, 2022 [Member] | Related Party [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 164,444 | 164,444 |
10% Convertible Note Payable Due April 23, 2022 [Member] | Bridge Investor [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 35,556 | 35,556 |
10% Convertible Note Payable Due August 6, 2022 [Member] | Bridge Investor [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 200,000 | 200,000 |
10% Convertible Note Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 400,000 | 400,000 |
16% Convertible Notes [Member] | JH Darbie PPM Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 2,522,238 | 2,566,018 |
16% Convertible Notes [Member] | Non-related Parties [Member] | JH Darbie PPM Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 2,397,238 | 2,441,471 |
16% Convertible Notes [Member] | Chief Financial Officer [Member] | JH Darbie PPM Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 125,000 | 124,547 |
16% Convertible Notes [Member] | Accredited Investors [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 323,622 | 619,345 |
16% Convertible Notes [Member] | Accredited Investors [Member] | May and June 2022 Note [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 1,286,809 | 885,312 |
2% Convertible Note [Member] | Debt Clinical Trials GMP [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | $ 4,704,631 | $ 4,659,782 |
SCHEDULE OF CONVERTIBLE NOTES,
SCHEDULE OF CONVERTIBLE NOTES, NET OF DISCOUNT (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Convertible notes, gross | $ 37,030 | $ 339,687 |
Less Debt discount recorded | (500,000) | (500,000) |
Amortization debt discount, net of reversal of original and unamortized BCF | 500,000 | 500,000 |
Convertible notes, net | 37,030 | 339,687 |
Blue Lake [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, gross | 227,817 | |
Fourth Man [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, gross | 37,030 | 112,500 |
August 2021 [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, net | 765,005 | 747,541 |
August 2021 [Member] | Autotelic Related party convertible note, 5% coupon August 2022 [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, net | 273,802 | 267,553 |
August 2021 [Member] | Chief Financial Officer Convertible Note 5% Coupon August 2022 [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, net | 409,061 | 399,722 |
August 2021 [Member] | Accredited investors convertible note, 5% coupon August 2022 [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, net | 82,142 | 80,266 |
Fourth Man Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, net | 286,593 | 279,658 |
Less Debt discount recorded | 0 | (61,301) |
Fourth Man Convertible Note [Member] | Fourth Man Convertible note, 12% coupon March 2022 [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, net | 286,593 | 340,959 |
May 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, gross | 857,084 | 847,000 |
Less Debt discount recorded | (605,000) | (605,000) |
Amortization debt discount, net of reversal of original and unamortized BCF | 565,725 | 333,119 |
Convertible notes, net | 817,809 | 575,119 |
May 2023 [Member] | Mast Hill Convertible note, 16% coupon May 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, gross | 857,084 | 847,000 |
June 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, gross | 469,000 | 469,000 |
Less Debt discount recorded | (332,748) | (332,748) |
Amortization debt discount, net of reversal of original and unamortized BCF | 332,748 | 173,941 |
Convertible notes, net | 469,000 | 310,193 |
June 2023 [Member] | Blue Lake Partners LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, gross | $ 469,000 | $ 469,000 |
SCHEDULE OF SHORT-TERM LOANS (D
SCHEDULE OF SHORT-TERM LOANS (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Short term advance | $ 1,080,050 | $ 390,050 |
Chief Executive Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Short term advance | 35,050 | 25,050 |
Bridge Investor [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Short term advance | 245,000 | 245,000 |
Autotelic [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Short term advance | $ 800,000 | $ 120,000 |
CONVERTIBLE DEBENTURES, NOTES_3
CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Aug. 06, 2019 | Jul. 31, 2023 | Jun. 30, 2023 | May 31, 2023 | Jun. 30, 2022 | May 31, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Aug. 31, 2021 | Dec. 31, 2019 | Nov. 30, 2019 | Apr. 30, 2019 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 02, 2023 | Jan. 01, 2023 | Mar. 31, 2022 | Oct. 31, 2021 | Sep. 30, 2021 | May 31, 2021 | Jun. 30, 2020 | |
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Beneficial conversion feature | $ 570,717 | |||||||||||||||||||||||||||
Amortization of debt issuance costs and discounts | 251,782 | 1,133,270 | ||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 500,000 | $ 500,000 | 500,000 | $ 500,000 | ||||||||||||||||||||||||
Derivative liability | 525,734 | 525,734 | 525,734 | 198,140 | ||||||||||||||||||||||||
Gross proceeds from convertible debt | 983,175 | |||||||||||||||||||||||||||
Accrued interest | 1,010,175 | 988,923 | ||||||||||||||||||||||||||
Research organization developments | 690,000 | 500,000 | ||||||||||||||||||||||||||
Accrued interest | 4,530 | 4,530 | 4,530 | 30,000 | ||||||||||||||||||||||||
Net proceeds | 98,627 | |||||||||||||||||||||||||||
Interest expense, debt, excluding amortization | 8,600 | $ 33,000 | 18,300 | 112,600 | ||||||||||||||||||||||||
Amount of debt converted | 40,000 | |||||||||||||||||||||||||||
Original debt discount | 0 | 657,400 | ||||||||||||||||||||||||||
Unamortized debt discount | 500,000 | 500,000 | 500,000 | 500,000 | ||||||||||||||||||||||||
Additional paid in capital | 41,235,949 | 41,235,949 | 41,235,949 | 41,416,632 | ||||||||||||||||||||||||
Retained earnings | (32,896,062) | (32,896,062) | (32,896,062) | (25,926,069) | ||||||||||||||||||||||||
Extinguishment of debt | (257,810) | |||||||||||||||||||||||||||
Related party debt | 60,000 | |||||||||||||||||||||||||||
Accrued Interest [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Amount of debt converted | $ 30,000 | |||||||||||||||||||||||||||
Accounting Standards Update 2020-06 [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Unamortized debt discount | $ 25,489 | |||||||||||||||||||||||||||
Additional paid in capital | $ 500,000 | 109,349 | ||||||||||||||||||||||||||
Retained earnings | 300,000 | 78,460 | ||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Convertible notes into common stock, shares | 1,025,000 | |||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Conversion price | $ 0.10 | |||||||||||||||||||||||||||
Golden Mountain Partners LLC [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Interest expense, debt | 22,438 | 22,440 | $ 44,850 | 44,630 | ||||||||||||||||||||||||
Accrued interest | 4,700,000 | 4,700,000 | 4,700,000 | 4,700,000 | ||||||||||||||||||||||||
Blue Lake Partners LLC [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Convertible notes into common stock, shares | 627,538 | |||||||||||||||||||||||||||
Amount of debt converted | $ 44,000 | |||||||||||||||||||||||||||
Blue Lake Partners LLC [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Convertible notes into common stock, shares | 627,538 | |||||||||||||||||||||||||||
Amount of debt converted | $ 0 | |||||||||||||||||||||||||||
Bridge Investor [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Related party debt | $ 630,000 | |||||||||||||||||||||||||||
Short term loans repaid | $ 20,000 | 20,000 | ||||||||||||||||||||||||||
Autotelic [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Related party debt | 800,000 | |||||||||||||||||||||||||||
Debt Financing [Member] | Golden Mountain Partners LLC [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Proceeds from lines of credit | $ 1,500,000 | |||||||||||||||||||||||||||
Research organization developments | 1,000,000 | |||||||||||||||||||||||||||
Related Party [Member] | Autotelic [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Additional funding to related party | 120,000 | |||||||||||||||||||||||||||
Fall 2019 Debt Financing [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Gross proceeds from convertible debt | $ 500,000 | |||||||||||||||||||||||||||
Debt financing | $ 1,000,000 | |||||||||||||||||||||||||||
Fall 2019 Notes [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt financing | 850,000 | |||||||||||||||||||||||||||
Debt unamortized principal amount | 850,000 | 850,000 | 850,000 | |||||||||||||||||||||||||
GMP Note [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt financing | $ 2,000,000 | |||||||||||||||||||||||||||
convertible notes interest percentage | 2% | |||||||||||||||||||||||||||
GMP Note 2 [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt financing | $ 1,500,000 | |||||||||||||||||||||||||||
convertible notes interest percentage | 2% | |||||||||||||||||||||||||||
August 2021 Notes [Member] | Bridge Investor [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Additional shortterm debt average outstanding amount | 17,500 | |||||||||||||||||||||||||||
Related party debt | 373,500 | |||||||||||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Amortization of debt issuance costs and discounts | 0 | 500,000 | ||||||||||||||||||||||||||
Estimated default penalty | 400,000 | 400,000 | 400,000 | |||||||||||||||||||||||||
Fourth Man Convertible Note [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Interest expense, debt | 8,400 | 7,650 | 15,600 | 7,650 | ||||||||||||||||||||||||
Accrued interest | 8,400 | 8,400 | 8,400 | 22,800 | ||||||||||||||||||||||||
Convertible notes, net | 286,593 | 286,593 | 286,593 | 279,658 | ||||||||||||||||||||||||
Original debt discount | 35,813 | 63,700 | ||||||||||||||||||||||||||
Unamortized debt discount | 0 | 0 | 0 | 61,301 | ||||||||||||||||||||||||
May 2023 [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument, unamortized discount | 565,725 | 565,725 | 565,725 | 333,119 | ||||||||||||||||||||||||
Accrued interest | 80,667 | 80,667 | 80,667 | 72,600 | ||||||||||||||||||||||||
Interest expense, debt, excluding amortization | 56,464 | 53,257 | 146,461 | 53,257 | ||||||||||||||||||||||||
Unamortized debt discount | 605,000 | 605,000 | 605,000 | 605,000 | ||||||||||||||||||||||||
May 2023 [Member] | Accounting Standards Update 2020-06 [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Unamortized debt discount | 100,000 | |||||||||||||||||||||||||||
Additional paid in capital | 200,000 | |||||||||||||||||||||||||||
Retained earnings | $ 100,000 | |||||||||||||||||||||||||||
June 2023 [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument, unamortized discount | 332,748 | 332,748 | 332,748 | 173,941 | ||||||||||||||||||||||||
Interest expense, debt, excluding amortization | 29,408 | 7,305 | 61,642 | 7,305 | ||||||||||||||||||||||||
Estimated default penalty | 94,000 | 94,000 | 94,000 | |||||||||||||||||||||||||
Unamortized debt discount | 332,748 | 332,748 | 332,748 | 332,748 | ||||||||||||||||||||||||
June 2023 [Member] | Accounting Standards Update 2020-06 [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Unamortized debt discount | $ 100,000 | |||||||||||||||||||||||||||
Additional paid in capital | 200,000 | |||||||||||||||||||||||||||
Retained earnings | $ 100,000 | |||||||||||||||||||||||||||
Bridge Investor [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Shortterm debt average outstanding amount | 228,000 | |||||||||||||||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Beneficial conversion feature | $ 28,445 | |||||||||||||||||||||||||||
Amortization of debt issuance costs and discounts | 0 | 4,400 | ||||||||||||||||||||||||||
Debt instrument, unamortized discount | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Beneficial conversion feature | $ 175,000 | |||||||||||||||||||||||||||
Amortization of debt issuance costs and discounts | 0 | 10,000 | ||||||||||||||||||||||||||
Debt instrument, unamortized discount | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Bridge Investor [Member] | Convertible Debentures [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Derivative liability | 525,000 | 525,000 | 525,000 | |||||||||||||||||||||||||
Bridge Investor [Member] | Bridge Investor [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Credit risk derivative liabilities, at fair value | 327,000 | 327,000 | 327,000 | |||||||||||||||||||||||||
Vyoung Trieu [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Related party debt | $ 50,000 | |||||||||||||||||||||||||||
Vyoung Trieu [Member] | Convertible Debt [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Beneficial conversion feature | 131,555 | |||||||||||||||||||||||||||
Amortization of debt issuance costs and discounts | 0 | 19,493 | ||||||||||||||||||||||||||
Debt instrument, unamortized discount | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Gross proceeds from convertible debt | 148,000 | |||||||||||||||||||||||||||
Third Party [Member] | GMP Note [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt financing | $ 2,000,000 | |||||||||||||||||||||||||||
Third Party [Member] | GMP Note [Member] | Maximum [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt financing | $ 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||||||||||||||||
Fourth Man LLC [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Convertible notes into common stock, shares | 1,192,857 | 1,192,857 | ||||||||||||||||||||||||||
Amount of debt converted | $ 50,000 | $ 50,000 | ||||||||||||||||||||||||||
Blue Lake [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Estimated default penalty | 22,500 | 22,500 | 22,500 | |||||||||||||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Shortterm debt average outstanding amount | $ 20,000 | 35,000 | 45,000 | |||||||||||||||||||||||||
Additional shortterm debt average outstanding amount | 10,000 | |||||||||||||||||||||||||||
CFO [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Related party debt | 120,000 | |||||||||||||||||||||||||||
CFO [Member] | August 2021 Notes [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Repayments of short-term debt | 75,000 | |||||||||||||||||||||||||||
Chief Executive Officer [Member] | Related Party [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Additional funding to related party | 680,000 | 680,000 | 680,000 | $ 250,000 | ||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 210,000 | $ 340,000 | $ 210,000 | 340,000 | $ 210,000 | 340,000 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | Bridge Investor [Member] | Convertible Debt [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | 400,000 | |||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Vyoung Trieu [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument, unamortized discount | 16,444 | |||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Vyoung Trieu [Member] | Convertible Debt [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 164,444 | |||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Five Institutional Investors [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 1,250,000 | $ 1,250,000 | $ 1,250,000 | |||||||||||||||||||||||||
convertible notes interest percentage | 12% | 12% | 12% | 12% | ||||||||||||||||||||||||
Conversion price | $ 0.07 | $ 0.07 | $ 0.07 | |||||||||||||||||||||||||
Debt instrument interest rate effective percentage | 16% | 16% | 16% | 16% | ||||||||||||||||||||||||
Granted total number of warrants | 9,615,385 | 9,615,385 | 9,615,385 | |||||||||||||||||||||||||
Share price | $ 0.13 | $ 0.13 | $ 0.13 | |||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Placement Agent [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Granted share warrants | 83,750 | 302,500 | 961,540 | 961,540 | 125,000 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Fourth Man LLC [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 250,000 | |||||||||||||||||||||||||||
Conversion price | $ 0.10 | $ 0.10 | $ 0.10 | |||||||||||||||||||||||||
Granted total number of warrants | 1,250,000 | 1,250,000 | 1,250,000 | |||||||||||||||||||||||||
Share price | $ 0.20 | $ 0.20 | $ 0.20 | |||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Fourth Man LLC [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 44,000 | |||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Blue Lake [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Estimated default penalty | $ 68,000 | $ 68,000 | $ 68,000 | 68,000 | ||||||||||||||||||||||||
Debt default principal and accrued interest percentage | 125% | 125% | 125% | |||||||||||||||||||||||||
Estimated default penalty | $ 70,000 | $ 70,000 | $ 70,000 | |||||||||||||||||||||||||
Securities Purchase Agreement [Member] | One Institutional Investors [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 335,000 | $ 605,000 | $ 335,000 | $ 335,000 | ||||||||||||||||||||||||
convertible notes interest percentage | 12% | 12% | 12% | 12% | ||||||||||||||||||||||||
Conversion price | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | ||||||||||||||||||||||||
Debt instrument interest rate effective percentage | 16% | 16% | 16% | 16% | ||||||||||||||||||||||||
Granted total number of warrants | 837,500 | 3,025,000 | 837,500 | 837,500 | ||||||||||||||||||||||||
Share price | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | ||||||||||||||||||||||||
Extinguishment of debt | 258,100 | |||||||||||||||||||||||||||
Note Purchase Agreements [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Convertible notes, net | $ 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 of $0.18 | |||||||||||||||||||||||||||
Note Purchase Agreements [Member] | Fall 2019 Notes [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Interest expense, debt | 10,625 | $ 10,625 | 21,250 | $ 21,250 | ||||||||||||||||||||||||
Note Purchase Agreements [Member] | Dr. Vuong Trieu [Member] | Fall 2019 Notes [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 250,000 | |||||||||||||||||||||||||||
Gross proceeds | 500,000 | |||||||||||||||||||||||||||
Note Purchase Agreements [Member] | Dr. Vuong Trieu [Member] | Fall 2019 Notes [Member] | Related Party [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Additional funding to related party | 35,000 | |||||||||||||||||||||||||||
Note Purchase Agreements [Member] | Dr Sanjay Jha [Member] | Fall 2019 Notes [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | 250,000 | |||||||||||||||||||||||||||
Note Purchase Agreements [Member] | Chulho Park [Member] | Fall 2019 Notes [Member] | Related Party [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Additional funding to related party | 27,000 | |||||||||||||||||||||||||||
Note Purchase Agreements [Member] | Amit Shah [Member] | Fall 2019 Notes [Member] | Related Party [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Additional funding to related party | 20,000 | |||||||||||||||||||||||||||
Note Purchase Agreements [Member] | Two Accredited Investors [Member] | Fall 2019 Notes [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 168,000 | |||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
Note Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Interest expense, debt | 8,730 | 17,460 | ||||||||||||||||||||||||||
Accrued interest | $ 66,500 | 66,500 | 66,500 | $ 49,040 | ||||||||||||||||||||||||
Net proceeds | $ 690,825 | |||||||||||||||||||||||||||
Conversion price | $ 0.18 | |||||||||||||||||||||||||||
Note Purchase Agreement [Member] | Related Party [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Interest expense, debt | $ 4,060 | $ 8,125 |
JOINT VENTURE WITH GMP BIO AN_2
JOINT VENTURE WITH GMP BIO AND AFFILIATES, EQUITY METHOD INVESTMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Assets | $ 30,012,093 | $ 30,012,093 | $ 36,116,819 | ||
Operating Expenses | 6,321,904 | $ 256,315 | 6,549,031 | $ 4,600,522 | |
JV [Member] | |||||
Intangible Assets, Net (Excluding Goodwill) | 50,400,000 | 50,400,000 | |||
Assets | 22,700,000 | 22,700,000 | |||
Common Stock, Value, Subscriptions | 19,000,000 | 19,000,000 | |||
GMP Bio [Member] | |||||
Intangible Assets, Net (Excluding Goodwill) | 22,700,000 | 22,700,000 | |||
Liabilities | 500,000 | 500,000 | |||
Operating Expenses | 1,500,000 | ||||
Dragon Overseas [Member] | |||||
Intangible Assets, Net (Excluding Goodwill) | $ 27,700,000 | $ 27,700,000 |
SCHEDULE OF FUNDS RECEIVED UNDE
SCHEDULE OF FUNDS RECEIVED UNDER THE SUBSCRIPTION AGREEMENT (Details) - Subscription Agreements [Member] - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total convertible promissory notes | $ 2,522,238 | $ 2,566,018 |
Accredited Investors [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total convertible promissory notes | 2,397,238 | 2,441,471 |
Related Party [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total convertible promissory notes | $ 125,000 | $ 124,547 |
PRIVATE PLACEMENT AND JH DARB_3
PRIVATE PLACEMENT AND JH DARBIE FINANCING (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | |
Feb. 28, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2021 | |
Proceeds from private placement | $ (50,000) | $ (25,000) | ||
Number of warrants for each warrant purchased | 38,335,355 | |||
Amortization of debt discount and debt issuance costs | $ 0 | 657,400 | ||
Interest Expense [Member] | ||||
Amortization of debt discount and debt issuance costs | 8,400 | $ 52,000 | ||
IPO [Member] | ||||
Issuance cost | 640,000 | |||
Legal costs | $ 39,000 | |||
Investor [Member] | ||||
Number of warrants for each warrant purchased | 333,334 | |||
Warrants exercise price | $ 0.15 | |||
Number of warrant issued | 33,000,066 | |||
Warrants to purchase common stock, description | Upon the amendment of the terms of the convertible notes under the private placement memorandum. As incentive to extend the maturity date, approximately 33 million warrants were issued to the Unit Holders who participated in the amendment, The Company repaid the 1-unit holder who did not participate in the amendment shortly after March 31, 2022. During the six months ended June 30, 2023, the Company partially repaid one unit holder,who will not be participating in the new JH Darbie financing. | |||
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 | |||
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 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
May 31, 2021 | Apr. 30, 2019 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2020 | Dec. 31, 2022 | Oct. 31, 2015 | |
Related Party Transaction [Line Items] | ||||||||||
Original issue discount | $ 500,000 | $ 500,000 | $ 500,000 | |||||||
Proceeds from convertible debt | $ 983,175 | |||||||||
Short term loan | 40,000 | |||||||||
Additional short-term funding | 1,080,050 | 1,080,050 | 390,050 | |||||||
Payments of related party debt | 60,000 | |||||||||
Number of private placement unit, value | $ 46,822 | $ 51,805 | ||||||||
Short term loan | 1,080,050 | 1,080,050 | 390,050 | |||||||
Vyoung Trieu [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Additional short-term funding | $ 70,000 | |||||||||
Payments of related party debt | $ 50,000 | |||||||||
Common shares issued for cash, shares | 5 | |||||||||
Number of private placement unit, value | $ 250,000 | |||||||||
Vyoung Trieu [Member] | Fall 2019 Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument face amount | $ 250,000 | |||||||||
Short term loan | 35,000 | |||||||||
Vyoung Trieu [Member] | Convertible Debt [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Original issue discount | 0 | 0 | 0 | |||||||
Proceeds from convertible debt | 148,000 | |||||||||
Autotelic Inc. [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Short term loan | 680,000 | 680,000 | ||||||||
Autotelic Inc. [Member] | August 2021 Notes [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Short term loan | $ 250,000 | |||||||||
Short term loan | 800,000 | 800,000 | $ 120,000 | |||||||
Master Service Agreement [Member] | Autotelic Inc. [Member] | Related Party [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party expenses | 0 | 1,000 | ||||||||
Master Service Agreement [Member] | Autotelic Inc. [Member] | Vyoung Trieu [Member] | Maximum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Equity interest rate | 10% | |||||||||
Securities Purchase Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument face amount | 210,000 | 340,000 | 210,000 | 340,000 | ||||||
Securities Purchase Agreement [Member] | Vyoung Trieu [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Original issue discount | 16,444 | |||||||||
Securities Purchase Agreement [Member] | Vyoung Trieu [Member] | Convertible Debt [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument face amount | $ 164,444 | |||||||||
Artius Consulting Agreement [Member] | Related Party [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party expenses | $ 0 | $ 0 | 0 | 0 | ||||||
Maida Consulting Agreement [Member] | Related Party [Member] | Dr. Maida [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party expenses | $ 0 | $ 75,000 |
EQUITY PURCHASE AGREEMENT AND_2
EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 19 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Proceeds from issuance costs | $ 98,627 | |||
Equity Purchase Agreement [Member] | ||||
Proceeds from issuance costs | $ 600,000 | |||
Peak One Opportunity Fund, L.P [Member] | ||||
Proceeds from issuance costs | $ 47,000 | |||
Common Stock [Member] | Peak One Opportunity Fund, L.P [Member] | Equity Purchase Agreement [Member] | ||||
Number of common stock issued | 600,000 | |||
Proceeds from issuance cost for common stock | $ 114,930 | |||
Proceeds from issuance costs | $ 98,627 | |||
Common Stock [Member] | Peak One Opportunity Fund, L.P [Member] | Equity Purchase Agreement [Member] | Minimum [Member] | ||||
Shares issued price per share | $ 0.16 | $ 0.16 | ||
Common Stock [Member] | Peak One Opportunity Fund, L.P [Member] | Equity Purchase Agreement [Member] | Maximum [Member] | ||||
Shares issued price per share | $ 0.22 | $ 0.22 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2023 | May 31, 2023 | Feb. 28, 2023 | Jun. 30, 2022 | May 31, 2022 | Mar. 31, 2022 | Jan. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Conversion of debt | $ 40,000 | ||||||||
Proceeds from sales of common stock | $ 98,627 | ||||||||
Fourth Man LLC [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Conversion of debt | $ 50,000 | $ 50,000 | |||||||
Debt instrument converted shares | 1,192,857 | 1,192,857 | |||||||
Debt conversion amount | $ 30,000 | $ 30,000 | |||||||
Five Investors [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common shares issued for cash, shares | 3,041,958 | ||||||||
Number of exchange of warrants shares | 5,769,231 | ||||||||
Blue Lake [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Conversion of debt | $ 181,750 | $ 71,750 | |||||||
Debt instrument converted shares | 3,466,853 | 1,025,000 | |||||||
Blue Lake [Member] | Warrant [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common shares issued for cash, shares | 1,403,326 | ||||||||
Number of exchange of warrants shares | 1,923,077 | ||||||||
EPL [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Sale of stock number of shares issued in transaction | 300,000 | ||||||||
Sale of stock consideration received on transaction | $ 52,000 | ||||||||
Peak One Opportunity Fund, L.P [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common shares issued for cash, shares | 300,000 | ||||||||
Proceeds from sales of common stock | $ 47,000 | ||||||||
Mast Hill Fund, LP [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Conversion of debt | $ 280,000 | ||||||||
Debt instrument converted shares | 4,025,000 | ||||||||
FirstFire Global Opportunities Fund, LLC [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common shares 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 |
SCHEDULE OF COMPENSATION BASED
SCHEDULE OF COMPENSATION BASED STOCK OPTION ACTIVITY (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Compensation Related Costs [Abstract] | ||
Options outstanding, beginning balance | 25,690,261 | 16,592,620 |
Weighted average exercise price outstanding, beginning balance | $ 0.23 | $ 0.30 |
Options outstanding, expired or cancelled | (1,512,500) | (2,359) |
Weighted average exercise price outstanding,expired or cancelled | $ 0.46 | $ 11.88 |
Options outstanding, ending balance | 24,177,761 | 16,590,261 |
Weighted average exercise price outstanding, ending balance | $ 0.21 | $ 0.30 |
SCHEDULE OF OPTIONS TO PURCHASE
SCHEDULE OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING AND EXERCISABLE (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Outstanding Options | shares | 25,690,261 |
Weighted Average Remaining Life In Years | 8 years |
Weighted-Average Exercise Price | $ / shares | $ 0.21 |
Number Exercisable | shares | 13,985,261 |
Exercise Price 1 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Outstanding Options | shares | 16,250,000 |
Weighted Average Remaining Life In Years | 8 years 8 months 12 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 | $ 0.1 |
Exercise Price 1 [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise prices | $ / shares | 0.15 |
Exercise Price 2 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise prices | $ / shares | $ 0.16 |
Number of Outstanding Options | shares | 5,502,761 |
Weighted Average Remaining Life In Years | 8 years |
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 | 1,000,000 |
Weighted Average Remaining Life In Years | 5 years |
Weighted-Average Exercise Price | $ / shares | $ 0.22 |
Number Exercisable | shares | 1,000,000 |
Exercise Price 4 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise prices | $ / shares | $ 0.38 |
Number of Outstanding Options | shares | 550,000 |
Weighted Average Remaining Life In Years | 3 years 6 months |
Weighted-Average Exercise Price | $ / shares | $ 0.38 |
Number Exercisable | shares | 550,000 |
Exercise Price 5 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise prices | $ / shares | $ 0.73 |
Number of Outstanding Options | shares | 500,000 |
Weighted Average Remaining Life In Years | 2 years 8 months 12 days |
Weighted-Average Exercise Price | $ / shares | $ 0.73 |
Number Exercisable | shares | 500,000 |
Exercise Price 6 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise prices | $ / shares | $ 1.43 |
Number of Outstanding Options | shares | 300,000 |
Weighted Average Remaining Life In Years | 1 year 10 months 24 days |
Weighted-Average Exercise Price | $ / shares | $ 1.43 |
Number Exercisable | shares | 300,000 |
Exercise Price 7 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise prices | $ / shares | $ 15 |
Number of Outstanding Options | shares | 75,000 |
Weighted Average Remaining Life In Years | 1 year 10 months 24 days |
Weighted-Average Exercise Price | $ / shares | $ 15 |
Number Exercisable | shares | 75,000 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Number of Stock Options Outstanding, beginning balance | 81,072,855 | 53,314,424 |
Weighted-Average Exercise Price, Outstanding, beginning balance | $ 0.18 | $ 0.20 |
Number of Stock Options, Issued | 34,375,066 | |
Weighted-Average Exercise Price, Issued | ||
Number of Stock Options, Expired or cancelled | (42,737,500) | (9,615,385) |
Weighted-Average Exercise Price, Expired or cancelled | $ 0.2 | $ 0.13 |
Number of Stock Options Outstanding, ending balance | 38,335,355 | 82,322,855 |
Weighted-average exercise price, outstanding, ending balance | $ 0.16 | $ 0.18 |
Minimum [Member] | ||
Weighted-Average Exercise Price, Issued | 0.15 | |
Maximum [Member] | ||
Weighted-Average Exercise Price, Issued | $ 0.20 |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE (Details) | Jun. 30, 2023 $ / shares shares |
Warrants Outstanding, Number of Warrants | 38,335,355 |
Weighted Average Remaining Life in Years | 9 months |
Warrants Weighted Average Exercise Price | $ / shares | $ 0.15 |
Warrants Outstanding, Number of Exercisable | 38,335,355 |
Exercise Price 1 [Member] | Warrant [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.13 |
Warrants Outstanding, Number of Warrants | 961,539 |
Weighted Average Remaining Life in Years | 3 years 5 months 15 days |
Warrants Weighted Average Exercise Price | $ / shares | $ 0.13 |
Warrants Outstanding, Number of Exercisable | 961,539 |
Exercise Price 2 [Member] | Warrant [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.15 |
Warrants Outstanding, Number of Warrants | 33,000,066 |
Weighted Average Remaining Life in Years | 9 months |
Warrants Weighted Average Exercise Price | $ / shares | $ 0.15 |
Warrants Outstanding, Number of Exercisable | 33,000,066 |
Exercise Price 3 [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 Outstanding, Number of Exercisable | 4,373,750 |
Exercise Price 3 [Member] | Warrant [Member] | Minimum [Member] | |
Weighted Average Remaining Life in Years | 3 years 9 months |
Exercise Price 3 [Member] | Warrant [Member] | Maximum [Member] | |
Weighted Average Remaining Life in Years | 3 years 11 months 23 days |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share based compensation | $ 0 | |
Stock options description | Of the approximately 14 million unvested stock options, the vesting criteria for 7.3 million options is still being evaluated as on the date of this Report, as those options are subject to individual milestone achievements | |
Share based compensation | $ 0 | $ 50,000 |
November and December 2020 Notes [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants issued to purchase shares | 10,576,924 | |
Warrant rights outstanding | $ 1,172,753 | |
2017 Equity Incentive Plan [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of common stock issued to awards | 2,000,000 | |
2015 and 2005 Equity Incentive Plan [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of common stock issued to awards | 27,250,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Operating loss carry forwards | Portions of these carryforwards will expire through 2038, |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Non payment of amount | $ 20,000 |
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 | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||
Conversion of debt | $ 40,000 | |||||
Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Partially converted shares of common stock, value | 4,659,710 | 1,025,000 | 4,525,000 | |||
Convertible notes into common stock, shares | 1,025,000 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, par value | $ 0.01 | |||||
Debt instrument convertible conversion price | $ 0.10 | |||||
Placement agent fees | $ 150,000 | |||||
Subsequent Event [Member] | Blue Lake Partners LLC [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Conversion of debt | $ 44,000 | |||||
Convertible notes into common stock, shares | 627,538 | |||||
Subsequent Event [Member] | Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Partially converted shares of common stock, value | 250,000 | |||||
Subsequent Event [Member] | Common Stock [Member] | Blue Lake Partners LLC [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Conversion of debt | $ 0 | |||||
Convertible notes into common stock, shares | 627,538 | |||||
Subsequent Event [Member] | Warrant [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Partially converted shares of common stock, value | 250,000 | |||||
Debt instrument convertible conversion price | $ 0.12 | |||||
Subsequent Event [Member] | Warrant [Member] | 15 Accredited Investors [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Conversion of debt | $ 1,000,000 | |||||
Subsequent Event [Member] | Maximum [Member] | Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Partially converted shares of common stock, value | 250,000 |