Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Cover [Abstract] | |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | POST EFFECTIVE AMENDMENT |
Entity Registrant Name | Oncotelic Therapeutics, Inc. |
Entity Central Index Key | 0000908259 |
Entity Tax Identification Number | 13-3679168 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 29397 Agoura Road |
Entity Address, Address Line Two | Suite 107 |
Entity Address, City or Town | Agoura Hills |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 91301 |
City Area Code | (650) |
Local Phone Number | 635-7000 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 170,405 | $ 241,452 |
Restricted cash | 20,000 | 20,000 |
Accounts receivable | 18,976 | 19,748 |
Prepaid & other current assets | 62,356 | 21,964 |
Total current assets | 271,737 | 303,164 |
In process R&D | 1,101,760 | 1,101,760 |
Goodwill, net | 5,988,230 | 12,071,376 |
Investment in GMP Bio at fair value | 22,653,225 | 22,640,519 |
Total assets | 30,014,952 | 36,116,819 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 2,437,321 | 2,510,864 |
Contingent consideration | 2,625,000 | 2,625,000 |
Derivative liability on notes | 423,214 | 198,140 |
Convertible and short-term debt, net of costs | 8,066,957 | 10,091,923 |
Convertible debt and short-term debt - related party, net of costs | 2,608,356 | 1,165,048 |
Total current liabilities | 16,504,947 | 16,923,407 |
Convertible long-term debt, net of costs | 1,898,468 | |
Total Liabilities | 18,403,415 | 16,923,407 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Common stock, $.01 par value; 750,000,000 shares authorized; 399,184,128 and 391,846,880 issued and outstanding, respectively | 3,991,839 | 3,918,469 |
Additional paid-in capital | 41,655,026 | 41,416,632 |
Accumulated deficit | (33,516,736) | (25,926,069) |
Total Oncotelic Therapeutics, Inc. stockholders’ equity | 12,130,129 | 19,409,032 |
Non-controlling interests | (518,592) | (215,620) |
Total stockholders’ equity | 11,611,537 | 19,193,412 |
Total liabilities and stockholders’ equity | 30,014,952 | 36,116,819 |
Related Party [Member] | ||
Current liabilities: | ||
Accounts payable - related party | $ 344,099 | $ 332,432 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 399,184,128 | 391,846,880 |
Common stock shares outstanding | 399,184,128 | 391,846,880 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total Revenue | $ 70,000 | |
Operating expenses: | ||
Research and development | 61,143 | 756,910 |
General and administrative | 573,726 | 4,853,664 |
Goodwill impairment (See note 2 and 3) | 6,083,146 | 4,111,079 |
Total operating expenses | 6,718,015 | 9,721,653 |
Loss from operations | (6,648,015) | (9,721,653) |
Other income (expense): | ||
Interest expense, net | (1,044,786) | (2,971,046) |
Change in fair value on investment in GMP Bio | 12,706 | |
Reimbursement for expenses - related party | 72,246 | 533,485 |
Change in fair value of derivative on debt | (225,074) | 142,150 |
Loss on debt extinguishment | (373,142) | (257,810) |
Gain on derecognition of non-financial asset | 16,951,477 | |
Total other income (expense) | (1,558,050) | 14,398,256 |
Net income (loss) before non-controlling interests | (8,206,065) | 4,676,603 |
Net loss attributable to non-controlling interests | (302,972) | (418,378) |
Net income (loss) attributable to Oncotelic Therapeutics, Inc. | $ (7,903,093) | $ 5,094,981 |
Basic net loss per share attributable to common stock | $ (0.02) | $ 0.01 |
Basic weighted average common stock outstanding | 396,165,575 | 384,075,369 |
Diluted net loss per share attributable to common stock | $ (0.02) | $ 0.01 |
Diluted weighted average common stock outstanding | 396,165,575 | 457,299,890 |
Service [Member] | ||
Total Revenue | $ 70,000 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2021 | $ 3,752,881 | $ 35,223,842 | $ (31,021,050) | $ 202,758 | $ 8,158,431 | |
Beginning balance, shares at Dec. 31, 2021 | 375,288,146 | |||||
Common shares issued in connection with debt conversion | $ 87,179 | 537,572 | 624,751 | |||
Common shares issued in connection with debt conversion, shares | 8,717,856 | |||||
Net Income (Loss) | 5,094,981 | (418,378) | 4,676,603 | |||
Common shares issued upon cashless exercise of warrants | $ 65,409 | (65,409) | ||||
Common shares issued upon cashless exercise of warrants, shares | 6,540,878 | |||||
Common shares issued for cash | $ 13,000 | 145,820 | 158,820 | |||
Common shares issued for cash, shares | 1,300,000 | |||||
Stock compensation expense | 902,141 | 902,141 | ||||
Warrants issued in connection with note extension | 2,905,316 | 2,905,316 | ||||
Beneficial Conversion Feature on convertible debt | 570,717 | 570,717 | ||||
Warrants issued in connection with debt issuance | 368,375 | 368,375 | ||||
Contribution from shareholder for payment of liabilities | 828,258 | 828,258 | ||||
Balance at Dec. 31, 2022 | $ 3,918,469 | 41,416,632 | (25,926,069) | (215,620) | 19,193,412 | |
Ending 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 | $ 73,370 | 431,559 | 504,929 | |||
Common shares issued in connection with debt conversion, shares | 7,337,248 | |||||
Warrants issued with convertible notes | 328,584 | 328,584 | ||||
Net Income (Loss) | (7,903,093) | (302,972) | (8,206,065) | |||
Balance at Dec. 31, 2023 | $ 3,991,839 | $ 41,655,026 | $ (33,516,736) | $ (518,592) | $ 11,611,537 | |
Ending balance, shares at Dec. 31, 2023 | 399,184,128 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (8,206,065) | $ 4,676,603 |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Gain on derecognition of non-financial asset | (16,951,477) | |
Goodwill impairment | 6,083,146 | 4,111,079 |
Amortization of debt discount and deferred finance costs | 301,917 | 1,975,501 |
Amortization of intangible assets | 12,841 | |
Change in fair value on investment in GMP Bio | (12,706) | |
Loss on debt conversion | 373,142 | 257,810 |
Warrants issued in connection with private placement | 2,905,316 | |
Write off of accounts receivable | 772 | |
Stock compensation expense | 902,141 | |
Change in fair value of derivative | 225,074 | (142,150) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (40,392) | (3,186) |
Accounts payable and accrued expenses | (72,771) | 873,951 |
Accounts payable to related party | 26,836 | (70,991) |
Net cash provided by (used in) operating activities | (1,321,047) | (1,452,562) |
Cash flows from financing activities: | ||
Proceeds from / (repayment to) private placement | (125,000) | |
Proceeds from sales of common stock | 158,820 | |
Proceeds from short term debt | 1,410,000 | |
Proceeds from convertible debt, net of repayment | 966,425 | |
Repaid to others | (35,000) | |
Net cash provided by financing activities | 1,250,000 | 1,125,245 |
Net increase (decrease) in cash | (71,047) | (327,317) |
Cash and restricted cash - beginning of period | 261,452 | 588,769 |
Cash and restricted cash - end of period | 190,405 | 261,452 |
Supplemental cash flow information: | ||
Interest paid | 390,561 | 397,995 |
Income taxes paid | 1,600 | |
Non-cash investing and financing activities: | ||
Warrants issued in connection with private placement & debt | 368,375 | |
Beneficial Conversion Feature on convertible debt and restricted common shares | 570,717 | |
Common shares issued upon partial conversion of debt | 504,929 | 624,751 |
Common shares issued in lieu of services | ||
Non-cash cost upon sale of common stock | 83,180 | |
Contribution from shareholder for payment of liabilities | $ 828,258 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business Oncotelic Therapeutics, Inc. (“ Oncotelic PointR Pet2DAO Edgepoint” Company We The Company is currently developing OT-101, through its joint venture ( “JV” Dragon” “GMP Bio” GMP The Company is primarily a cancer immunotherapy company dedicated to the development of first in class self-immunization protocol (“ SIP DMD COVID-19 1.2 million to render services and was paid for the development of OT-101. In 2020 and 2021, the Company was developing Artemisinin as a potential therapy for COVID-19. Artemisinin, purified from a plant Artemisia annua In November 2022, the Company formed a Decentralized autonomous organization (“ DAO Pet2DAO NFT Tokens KOLs Fundraising Private Placement 2 & JH Darbie Financing In July 2023, the Company entered into a series of subscription agreements with 15 accredited investors which resulted in a conversion of a gross amount of $ 1.0 JH Darbie and the Company are parties to a March 2023 placement agent agreement (“Agreement”) pursuant to which JH Darbie has the right to sell/convert a minimum of 10 Units and a maximum of 200 Units on a best-efforts basis. 1.05 J.H. Darbie Financing Notes & Issuance of Oncotelic Warrants In February 2022, the Company and 99 out of 100 of the Investors agreed to extend the maturity date of the notes connected to the Units from March 31, 2022 to March 31, 2023. In addition, the Company issued approximately 33 50,000 2.9 Equity Purchase Agreement In May 2021, the Company entered into an Equity Purchase Agreement (the “ EPL Registration Rights Agreement Peak One 10.0 Maximum Commitment Amount 0.01 Common Stock August 2021 Notes In August 2021, the Company issued Note Purchase Agreements with Autotelic Inc., the Company’s Chief Financial Officer (“ CFO 698,500 Principal Amount “Notes” 5 November/December 2021 Notes In November / December 2021, the Company entered into various Securities Purchase Agreements with Talos Victory Fund, LLC (the (“Talos”), Mast Hill Fund, LP (“Mast”), FirstFire Global Opportunities Fund, LLC (“FirstFire”), Blue Lake Partners, LLC (“Blue Lake”) and Fourth Man, LLC (“Fourth Man”), pursuant to which the Company issued convertible promissory notes in the aggregate principal amount of $ 0.25 1.25 0.01 4,025,000 127,000 1,820,395 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 $ 0.25 140,000 2,050,000 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 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 Forever Prosperity (previously 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 Notes to the Consolidated Financial Statements. Joint Venture with GMP Bio In March 2022, the Company formalized a joint venture ( “JV” Dragon” “GMP Bio” For more information on the JV, refer to Note 6 of the Notes to the Consolidated Financial Statements. Pet2DAO In November 2022, the Company formed a Decentralized autonomous organization (“ DAO Pet2DAO NFT Tokens KOLs Licensing Agreement with Autotelic Inc. In September 2021, the Company entered into an exclusive License Agreement (the “ Agreement Autotelic 50 million upon achievement of certain financial, development and regulatory milestones. In addition to the milestone payments, Autotelic would be entitled to earn royalties equal to 15 % of the net sales of any products that incorporate the Autotelic Patents or Autotelic Know-How. The Agreement contains representations, warranties and indemnification provisions of each of the parties thereto that are customary for transactions of this type. For more information on the Agreement, refer to our 2022 10-K/A filed with the SEC on April 20, 2023. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Oncotelic, PointR and Edgepoint for which there are non-controlling interests. Intercompany accounts and transactions have been eliminated in consolidation. 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-K and Regulation S-X. Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred net losses of approximately $ 33.5 16.2 1.3 2.6 1.3 The Company’s long-term plans include continued development of its current pipeline of products, in addition to continue the development of OT-101 which is exclusively out-licensed to the JV and the JV will be responsible for the funding required to support the development in entirety, to generate sufficient revenues, through either technology transfer or product sales, or raise additional financing to cover its anticipated expenses. Until the Company is able to generate sufficient revenues from its current pipeline, the Company plans on funding its operations through the sale of equity and/or the issuance of debt, combined with or without warrants or other equity instruments. The Company raised approximately $ 1.35 50 Although no assurances can be given as to the Company’s ability to deliver on its revenue plans, or that unforeseen expenses may arise, management believes that the potential equity and debt financing or other potential financing will provide the necessary funding for the Company to continue as a going concern. Also, management cannot guarantee any potential debt or equity financing will be available on favorable terms or at all. As such, management does not believe the Company has sufficient cash for 12 months from the date of this report. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations, or cease operations completely. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 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 December 31, 2023 and 2022, respectively, the Company held all its cash in banks in the United States of America. The Company considers investments in highly liquid instruments with a maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and 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. The Company did not have any Level 1 or Level 2 assets and liabilities at December 31, 2023 and 2022. Investment in equity securities The following table summarizes the cumulative gross unrealized gains and losses and fair values for long- term investments accounted for at fair value under the fair value option, with the unrealized gains and losses reported within earnings on the Condensed Consolidated Statements of Operation as of December 31, 2023 and 2022: SCHEDULE OF UNREALIZED GAINS AND LOSSES Initial Book Value Cumulative Gross Cumulative Gross Fair Value December 31, 2023 Investment in GMP Bio (equity securities) $ 22,640,519 $ 12,706 $ - $ 22,653,225 Total $ 22,640,519 $ 12,706 $ - $ 22,653,225 Initial Book Value Cumulative Gross Cumulative Gross Fair Value December 31, 2022 Investment in GMP Bio (equity securities) $ 22,640,519 $ - $ - $ 22,640,519 Total $ 22,640,519 $ - $ - $ 22,640,519 The table below sets forth a summary of the recording of the initial value of the long-term value of investment in equity securities of GMP Bio, based on a third-party valuation report, and changes in the fair value of such equity securities, if such change occurs, as a Level 3 fair value as of December 31, 2023 and 2022: SUMMARY OF CHANGES IN FAIR VALUE OF LONG-TERM INVESTMENT IN EQUITY SECURITIES December 31, 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 - 16,951,477 Change in fair value 12,706 - Balance at December 31, 2023 and 2022 $ 22,653,225 $ 22,640,519 Derivative Liability The Company has certain derivative liabilities associated with its 2019 bridge financing Convertible Notes (see Note 5), consisted of conversion feature derivatives at December 31, 2023 and 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 December 31, 2023 and 2022: SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES December 31, 2023 December 31, 2022 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 225,074 (142,150 ) Balance at December 31, 2023 and 2022 $ 423,214 $ 198,140 At December 31, 2023 and 2022, respectively, the Company estimated the fair value of the conversion feature derivatives embedded in the convertible debentures based on assumptions used in the Black-Scholes valuation model. The key valuation assumptions used consists, in part, of the price of the Company’s Common Stock, a risk-free interest rate based on the yield of a Treasury note and expected volatility of the Company’s Common Stock all as of the measurement dates. The Company used the following assumptions to estimate fair value of the derivatives as of December 31, 2023 and 2022: SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES December 31, December 31, Risk free interest 4.64 5.40 0.17 4.0 Market price of share $ 0.03 0.05 $ 0.05 0.23 Life of instrument in years 0.01 0.01 0.33 Volatility 142.45 236.86 % 99.80 116.51 % Dividend yield 0 % 0 % When the Company changes its valuation inputs for measuring financial liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the years ended December 31, 2023 and 2022, 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. During the year ended December 31, 2023, no equivalent shares of the Common Stock were included as the Company had incurred losses during this period and addition of such stock equivalents in the computation would have been anti-dilutive. Approximately 73 million equivalent shares of Common Stock had been included in the computation of the dilutive income per share for the year ended December 31, 2022. The table below sets forth a reconciliation of the basic weighted average common stock outstanding to the diluted weighted average common stock outstanding of the Company as of December 31, 2022: SCHEDULE OF BASIC AND DILUTED WEIGHTED AVERAGE COMMON STOCK OUTSTANDING December 31, 2022 Basic weighted average common stock outstanding 384,075,369 Add: Dilutive common stock equivalents Stock options outstanding 2,606,054 Warrants outstanding 68,681 Convertible debt, convertible into common stock 70,549,786 Diluted weighted average common stock outstanding 457,299,890 Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ ASC 718 For stock options issued, the Company estimates the grant date fair value of each option using the Black- Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the Common Stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the Common Stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. For warrants issued in connection with fund raising activities, the Company estimates the grant date fair value of each warrant using the Black-Scholes pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the warrant, the expected volatility of the Common Stock consistent with the expected life of the warrant, risk-free interest rates and expected dividend yields of the Common Stock. If the warrants are issued upon termination or cancellation of prior issued warrants, then the Company estimates the grant date fair value of the new warrants using the Black-Scholes pricing model and evaluates whether the new warrants are deemed as equity instruments or liability instruments. If the warrants are deemed to be equity instruments, the Company records stock compensation expense and an addition to additional paid in capital. If however, the warrants are deemed to be liability instruments, then the fair value is treated as a deemed dividend and credited to additional paid in capital. Impairment of Long-Lived Assets The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the years ended December 31, 2023 and 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 years ended December 31, 2023 and 2022, there were no 45 Goodwill Goodwill represents the excess of the purchase price of acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least once annually, at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the reporting unit. If, on the basis of qualitative factors, it is considered not more likely than not that the fair value of the reporting unit is less than the carrying amount, further testing of goodwill for impairment would not be required. Otherwise, goodwill impairment is tested using a two-step approach. The first step involves comparing the fair value of the reporting unit to its carrying amount. The Company has always operated as a single unit. If the fair value of the reporting unit is determined to be greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is determined to be greater than the fair value, the second step must be completed to measure the amount of impairment, if any. The second step involves calculating the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit as determined in step one. The implied fair value of the goodwill in this step is compared to the carrying value of goodwill. If the implied fair value of the goodwill is less than the carrying value of the goodwill, an impairment loss equivalent to the difference is recorded. When we sell or contribute properties to unconsolidated arrangements and retain a non-controlling ownership interest in such assets, we recognize the difference between the consideration received and the carrying amount of the asset sold or contributed. For the years ended December 31, 2023 and 2022, we recorded an impairment loss of approximately $ 6.1 4.1 4.8 45 Derivative Financial Instruments Indexed to the Company’s Common Stock We have generally issued derivative financial instruments, such as warrants, in connection with our equity offerings. We evaluate the terms of these derivative financial instruments in order to determine their accounting treatment in our financial statements. Key considerations include whether the financial instruments are freestanding and whether they contain conditional obligations. If the warrants are freestanding, do not contain conditional obligations and meet other classification criteria, we account for the warrants as an equity instrument. However, if the warrants contain conditional obligations, then we account for the warrants as a liability until the conditional obligations are met or are no longer relevant. Because no established market prices exist for the warrants that we issue in connection with our equity offerings, we must estimate the fair value of the warrants, which is as inherently subjective as it is for stock options, and for similar reasons as noted in the stock-based compensation section above. For financial instruments which are accounted for as a liability, we report any changes in their estimated fair values as gains or losses in our Consolidated Statement of Income. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815 “Derivatives and Hedging”. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20 “Debt – Debt with Conversion and Other Options.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Original issue discounts (“ OID ASC 815-40 “Derivatives and Hedging – Contracts in Entity’s Own Equity” provides that, among other things, generally, if an event occurs that is not within the entity’s control could or would require net cash settlement, then the contract shall be classified as an asset or a liability. Variable Interest Entity (VIE) Accounting The Company evaluates its ownership, contractual relationships and other interests in entities to determine the nature and extent of the interests, whether such interests are variable interests and whether the entities are VIEs in accordance with ASC 810, Consolidations. These evaluations can be complex and involve Management judgment as well as the use of estimates and assumptions based on available historical information, among other factors. Based on these evaluations, if the Company determines that it is the primary beneficiary of a VIE, the entity is consolidated into the financial statements. At December 31, 2023 and 2022, the Company identified EdgePoint to be the Company’s sole VIE. At December 31, 2023, and 2022, the Company’s ownership percentage of EdgePoint was 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 Topic 606, Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue when its customers obtain control of the promised good or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company applies the following five-step process: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company identifies the performance obligation(s) in the contract by assessing whether the goods or services promised within each contract are distinct. The Company then recognizes revenue for the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company anticipates generating revenues from rendering services to other third party customers for the development of certain drug products and/or in connection with certain out-licensing agreements. In the case of services rendered for development of the drugs, revenue is recognized upon the achievement of the performance obligations or over time on a straight-line basis over the extended service period. In the case of out-licensing contracts, the Company records revenues either (i) upon achievement of certain pre-defined milestones when there is no obligation of the Company achieve any performance obligations in connection with the said pre-defined milestones, or (ii) upon achievement of the performance obligations if the milestones require the Company to provide the performance obligations. The Company occasionally collects advance payments from customers toward commitments to provide services or performance obligations, in which case the advance payment is recorded as a liability until the obligations are fulfilled and revenue is recognized. Research & Development Costs In accordance with ASC 730-10-25 “Research and Development”, research and development costs are charged to expense as and when incurred. Recent Accounting Pronouncements In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ ASU 2020-06 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. |
ACQUISITIONS, GOODWILL AND INTA
ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Acquisitions Goodwill And Intangible Assets | |
ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS | NOTE 3 – ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS Goodwill from 2019 Reverse Merger with Oncotelic and Merger with PointR The Company completed the reverse merger with Oncotelic Inc. (“Merger”) in April 2019. The Company completed the merger with PointR Data Inc (“PointR Merger”) in November 2019. For more details on the two mergers, refer to our 2020 Annual Report on Form 10-K for the year ended December 31, 2020 filed by the Company on April 15, 2021. The Oncotelic merger gave rise to Goodwill of approximately $ 4.9 4.9 Further, we added goodwill of $ 16,182,456 We have one operating segment and reporting unit. Accordingly, our review of goodwill impairment indicators was performed at the entity-wide level. In performing our annual impairment assessment, we determined if we should qualitatively assess whether it was more likely than not the fair value of goodwill was less than its carrying amount (the qualitative impairment test). The factors we considered in the assessment included our market capitalization, general macroeconomic conditions, conditions specific to the industry and market and whether there had been sustained declines in our share price. If we concluded, it was more likely than not, the fair value of the reporting unit was less than its carrying amount, or elected not to use the qualitative impairment test, a quantitative impairment test would be performed. We used our market capitalization as an indicator of fair value. While we believe the fair value measurement need not be based solely on the quoted market price of an individual share of our Common Stock, and that we also could consider the impact of a control premium in measuring the fair value of its reporting unit. In the absence of any other valuation metrics, the Company believed using a control premium utilized would not be appropriate under the current circumstances. We also considered some other market comparables, trends in our stock price as well as the industry over a period of two successive quarters and prospective quarter to evaluate whether the fair value of our reporting unit was greater than our carrying amount. As such, we performed a quantitative impairment assessment of goodwill for our single reporting unit at the end of 2023 and 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, 2023 and 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 approximately $ 6.1 4.1 A summary of our goodwill as of December 31, 2023 and 2022 is shown below: SUMMARY OF GOODWILL December 31, 2023 December 31, 2022 Balance at beginning of the year ended $ 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 year ended $ 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, as we have done during the course of the year ended December 31, 2023. 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 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 December 31, 2023 and December 31, 2022 was $ 1,101,760 In-Process Research & Development (“IPR&D”) Summary The IPR&D assets were acquired in the PointR Merger during the year ended December 31, 2019. Since January 2021, the Company has determined that the IPR&D should be reported as an indefinitely lived asset and therefore will evaluate, on an annual basis, for any impairment on the IPR&D and will record an impairment if identified. The Company evaluated the qualitative conditions to see if the asset was impaired and concluded that the assets were not impaired. The balance of IPR&D as of December 31, 2022 and December 31, 2021 was $ 1,101,760 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 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 December 31, 2023 December 31, 2022 Accounts payable $ 1,656,613 $ 1,735,764 Accrued expenses 780,708 775,100 Accounts payable and accrued liabilities $ 2,437,321 $ 2,510,864 December 31, 2023 December 31, 2022 Accounts payable – related party $ 344,099 $ 332,432 |
CONVERTIBLE DEBENTURES, NOTES A
CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT | NOTE 5 – CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT As of December 31, 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 December 31, December 31, 2023 2022 Current Debt 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 Convertible note payable 400,000 400,000 Fall 2019 Notes 5% Convertible note payable – Stephen Boesch 128,958 123,958 5% Convertible note payable – Related Party 301,233 288,733 5% Convertible note payable – Dr. Sanjay Jha (Through his family trust) 300,753 288,253 5% Convertible note payable – CEO & CFO – Related Parties 98,559 94,457 5% Convertible note payable – Bridge Investors 201,922 193,522 Convertible note payable 1,031,425 988,923 August 2021 Convertible Notes 5% Convertible note – Autotelic Inc– Related Party 280,052 267,553 5% Convertible note – Bridge investors 418,399 399,722 5% Convertible note – CFO – Related Party 84,018 80,266 Convertible note payable 782,469 747,541 JH Darbie PPM Debt 16% Convertible Notes – Non-related parties 311,693 2,441,471 16% Convertible Notes – CEO – Related Party - 124,547 Convertible note payable 311,693 2,566,018 November/December 2021 & March 2022 Notes 16% Convertible Notes – Accredited Investors 233,393 619,345 Debt for Clinical Trials – Forever Prosperity ( Formerly GMP) 2% Convertible Notes – Forever Prosperity 4,750,000 4,659,782 May and June 2022 Note 16% Convertible Notes – Accredited Investors 1,401,284 885,312 Other Debt Short term debt – Bridge investors 210,000 245,000 Short term debt from CFO – Related Party 35,050 25,050 Short term debt – Autotelic Inc. – Related Party 1,470,000 120,000 Short Term Debt from CEO – Related Party 50,000 - Short term debt 1,765,050 390,050 Total of short term convertible debentures & notes and other debt $ 10,675,313 11,256,971 December 31, December 31, 2023 2022 Long Term Debt JH Darbie PPM 2 Debt 16% Convertible Notes - Non-related parties 1,773,468 - 16% Convertible Notes – CEO – Related Party 125,000 - Convertible note payable 1,898,468 - Convertible Debentures As of December 31, 2023, the Company had a derivative liability of approximately $ 423,000 225,000 Bridge Financing Notes with Officer and Bridge Investor In April 2019, the Company entered into a Securities Purchase Agreement (the “ Bridge SPA Trieu Note $ 400,000 The issuance of the Trieu Note resulted in a discount from the beneficial conversion feature totaling $ 131,555 0 19,500 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 In August 2019, pursuant to the Bridge SPA the Company entered into Convertible Note Tranche #2 (“ Tranche #2 The issuance of the note resulted in a discount from the beneficial conversion feature totaling $ 175,000 0 11,700 0 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 second and final closing of the Fall 2019 Debt Financing, the Company issued Fall 2019 Notes to additional investors including $ 250,000 $ 35,000 27,000 20,000 168,000 There was no activity during the year ended December 31, 2023 and 2022.The total unamortized principal amount of the Fall 2019 Notes was $ 850,000 All the Fall 2019 Notes provided for interest at the rate of 5 Majority Holders Maturity Date The Majority Holders had the right, at any time not more than five (5) days following the Maturity Date, to elect to convert all, and not less than all, of the outstanding accrued and unpaid interest and principal on the Fall 2019 Notes. The Fall 2019 Notes may be converted, at the election of the Majority Holders, either (a) into shares of the Company’s Common Stock at a conversion price of $0.18 per share, or (b) into shares of common stock of the Edgepoint, at a conversion price of $5.00 (based on a $5.0 million pre-money valuation) of Edgepoint and 1,000,000 shares outstanding. Further, the Company recorded interest expense of approximately $ 42,500 1,031,425 988,923 Forever Prosperity (Formerly 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 utilized solely to fund the clinical trial. GMP was invoiced by the clinical research organization for $ 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” 2 Conversion Shares Event of Default The total principal outstanding on all the GMP notes, inclusive of accrued interest, was approximately $ 4.75 4.66 During the years ended December 31, 2023 and 2022, the Company incurred approximately $ 90,000 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 $ 698,500 691,000 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 December 31, 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 December 31, December 31, 2023 2022 Autotelic Related party convertible note, 5% coupon December 2023 $ 280,052 $ 267,553 CFO Related party convertible note, 5% coupon December 2023 84,018 80,266 Accredited investors convertible note, 5% coupon December 2023 418,399 399,722 Convertible notes $ 782,469 $ 747,541 During the years ended December 31, 2023 and 2022 the Company recognized approximately $ 35,000 16,000 At December 31, 2023, and 2022, accrued interests on these convertible notes totaled approximately $ 84,000 49,000 The outstanding balance on the note for the year ended December 31, 2023 was $ 782,469 364,070 747,541 347,819 November / December 2021 and March 2022 Financing In November / December 2021, the Company entered into securities purchase agreement with five institutional investors, whereby the Company issued five convertible notes in the aggregate principal amount of $ 1,250,000 12 16 0.07 9,615,385 0.13 961,540 0.13 Further, in March 2022, the Company entered into a Securities Purchase Agreement with Fourth Man, pursuant to which the Company issued convertible promissory note in the aggregate principal amount of $ 0.25 12 16 0.10 1,250,000 0.20 125,000 0.20 During the year ended December 31, 2023, the Company converted the balance of approximately $ 243,000 3,466,583 127,000 1,820,395 During the year ended December 31, 2022, the Company converted the Mast Hill convertible note into 4,025,000 0.1 During the year ended December 31, 2022, the Company repaid the Talos Victory and First Fire convertible notes with the proceeds from the May 2022 Mast Hill convertible note. During the year ended December 31, 2022, the Company converted $ 68,250 30,000 1,428,571 190,000 2,764,286 As of December 31, 2023, and December 31, 2022, convertible notes under the November-December 2021 Financing, net of debt discount, consist of the following amounts: December 31, 2023 December 31, 2022 Blue Lake Partners LLC Convertible note, 12% coupon, December 2021, inclusive of accrued interest - 227,187 Fourth Man LLC Convertible note, 12% coupon December 2021, inclusive of accrued interest - 112,500 Convertible notes, net of discounts $ - 339,687 The Company recognized approximately $ 18,000 140,000 Accrued interest was approximately $ 0 30,000 The Company recognized approximately $ 0 0.9 The Company recorded an initial debt discount of approximately $ 0.4 0 0.5 The note included a default amount of $ 68,000 125 the conversion of the note during the year ended December 31, 2023. The balance of the default feature was $ 0 As of December 31, 2023, and December 31, 2022, the Fourth Man convertible note, net of debt discount, consist of the following amounts: December 31, 2023 December 31, 2022 Fourth Man Convertible note, 16% coupon March 2023 inclusive of accrued interest and default provision $ 233,393 $ 340,959 Unamortized debt discount - (61,301 ) Convertible notes, net $ 233,393 279,658 The March 2022 Fourth Man Financing principal balance was approximately $ 162,000 250,000 During the year ended December 31, 2023, the Company converted $ 88,000 52,000 2,050,000 125 70,000 As of December 31, 2023, the balance includes the remaining principal of $ 162,000 70,000 . The Company incurred approximately $ 25,000 23,000 The Company recognized approximately $ 35,000 188,000 As of December 31, 2023, and December 31, 2022, the balance of the unamortized debt discount was $ 0 61,301 109,349 25,489 78,460 As of December 31, 2023, the Fourth Man note was in technical default as the Company failed to repay the principal at the maturity date. However, the Company has not received notification of default from the lender. The default provision requires the accrual of a default penalty of 25 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 0.20 November/December 2021 notes. The extinguishment of existing notes resulted in the recognition of approximately $ 258,100 As of December 31, 2023, and December 31, 2022, convertible note under the May 2022 Mast Financing, net of debt discount, consist of the following amounts: December 31, 2023 December 31, 2022 Mast Hill Convertible note, 16% coupon May 2023, inclusive of accrued interest and penalty $ 905,484 $ 847,000 Convertible notes, gross $ 905,484 $ 847,000 Less Debt discount recorded (605,000 ) (605,000 ) Amortization debt discount, net or reversal of original and unamortized BCF 605,000 333,119 Convertible notes, net $ 905,484 $ 575,119 The Mast Hill Note of $ 905,484 605,000 169,400 131,080 Accrued interest was approximately $ 131,000 72,600 146,000 The Company recognized approximately $ 500,000 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 Mast Financing In June 2022, the Company entered into a securities purchase agreement with one institutional investor, whereby the Company issued one convertible note in the aggregate principal amount of $ 335,000 12 16 0.10 837,500 0.20 83,750 0.20 As of December 31, 2023 and 2022, convertible note under the June 2022 Blue Lake Financing, net of debt discount, consist of the following amounts: December 31, 2023 December 31, 2022 Blue Lake Convertible note, 12% coupon June 2023, inclusive of accrued interest $ 495,800 $ 469,000 Convertible notes, gross $ 495,800 $ 469,000 Less Debt discount recorded (332,748 ) (332,748 ) Amortization debt discount, net or reversal of original and unamortized BCF 332,748 173,941 Convertible notes, net $ 495,800 $ 310,193 The Company recognized approximately $ 88,400 270,000 161,000 134,000 The Company recognized approximately $ 40,200 The Company adopted ASU 2020-06 effective January 1, 2023, which resulted in the reversal of the original BCF amount to additional paid in capital of approximately $ 0.2 0.1 0.1 As of December 31, 2023, these notes are in default. However, the Company has not received notification of default from the lender. The Company has recorded an estimated default penalty of approximately $ 94,000 Other short-term advances As of December 31, 2023, other short-term advances consist of the following amounts obtained from various employees and related parties: SCHEDULE OF SHORT-TERM LOANS Other Advances December 31, 2023 December 31, 2022 Short term advance from CFO – Related Party $ 35,050 $ 25,050 Short term advance from CEO – Related Party 50,000 - Short term advances – bridge investors & others 210,000 245,000 Short term advances – Autotelic Inc. – Related Party 1,470,000 120,000 Short term advance $ 1,765,050 $ 390,050 The Company’s CFO was owed approximately $ 25,000 10,000 $ 35,000 During the year ended December 31, 2021, the Company received approximately $ 630,000 373,500 20,000 35,000 210,000 In December 2023, the Company received $ 50,000 50,000 In May 2021, Autotelic provided an additional short-term funding of approximately $ 0.3 0.1 $ 1.4 1.5 |
JOINT VENTURE WITH GMP BIO AND
JOINT VENTURE WITH GMP BIO AND AFFILIATES, EQUITY METHOD INVESTMENT | 12 Months Ended |
Dec. 31, 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 million, comprising of the fair value of the Company’s investment in GMP Bio of approximately $ 22.7 million and the total original capital contributions by Dragon Overseas of approximately $ 27.7 million. As of December 31, 2023, the JV had approximately $ 23 million in assets, not including GMP Bio’s capital subscriptions of approximately $ 18 million; recorded approximately $ 2.6 million in liabilities and incurred approximately $ 4.8 million and approximately $ 4.1 million in operational expenses for the years ended December 31, 2023 and 2022, respectively. While GMP’s fiscal year commences on April 1 and ends on March 31, the Company has reported the operational expenses for the same fiscal period as the Company. The Company elected the fair value option under subsection of Section 825-10-15 to account for its equity-method investment as the Company believes that it the most appropriate method to properly value the Company and record a change in value when and upon conducting a fair value assessment. GMP Bio conducted a fair value valuation study of the entity. Based on the results of the valuation study and the 45 % ownership of the Company in GMP Bio, the Company reported a change in fair value of the Company. As such, the Company reported a change in fair value of the investment in GMP Bio of approximately $ 13,000 as of December 31, 2023. As of December 31, 2022, the Company did not believe the fair value of the JV has changed during the year ended December 31, 2022 and hence had not recorded a change in fair value. A summary of the change in fair value of our investment in GMP Bio, as of December 31, 2023 and 2022 is shown below: SCHEDULE OF CHANGE IN FAIR VALUE OF OUR INVESTMENT December 31, 2023 December 31, 2022 Balance at January 1, 2023 and 2022 $ 22,640,519 $ 22,640,519 Add: change in fair value of investment in GMP Bio 12,706 - Balance at December 31, 2023 and 2022 $ 22,653,225 $ 22,640,519 For information on the various notes from GMP, refer to Note 5 – GMP Notes |
PRIVATE PLACEMENT (PPM-1) AND J
PRIVATE PLACEMENT (PPM-1) AND JH DARBIE FINANCING | 12 Months Ended |
Dec. 31, 2023 | |
Private Placement Ppm-1 And Jh Darbie Financing | |
PRIVATE PLACEMENT (PPM-1) AND JH DARBIE FINANCING | NOTE 7 - PRIVATE PLACEMENT (PPM-1) AND JH DARBIE FINANCING During the period from July 2020 to March 2021, the Company entered into subscription agreements with certain accredited investors pursuant to the JH Darbie Financing, whereby the Company issued and sold a total of 100 Units, for total gross proceeds of approximately $ 5 ■ 25,000 1.00 ■ One convertible promissory note, convertible into up to 25,000 1.00 138,889 0.18 ■ 50,000 1.00 0.20 expiration date. In July and October 2023, The Company converted the debt of fourty two (42) accredited investors from the JH Darbie Financing (now referred to as “ PPM-1 PPM-2 2.05 As of December 31, 2023, and 2022, funds received under the JH Darbie Financing, net of debt discounts, consist of the following amounts: SCHEDULE OF FUNDS RECEIVED UNDER THE SUBSCRIPTION AGREEMENT December 31, 2023 December 31, 2022 Convertible promissory notes Subscription agreements - accredited investors $ 311,693 $ 2,441,471 Subscription agreements – related party - 124,547 Total convertible promissory notes $ 311,693 $ 2,566,018 The Company incurred approximately $ 0.64 $ 39,000 Concurrently with the sale of the Units, JH Darbie was granted, for nominal consideration, a warrant, exercisable over a five-year period, to purchase 10 10 The terms of convertible notes are summarized as follows: ■ Term: Through March 31, 2023. ■ Coupon: 16 ■ Convertible at the option of the holder at any time in the Company’s Common Stock or Edgepoint Common Stock. ■ The conversion price is initially set at $ 0.18 1.00 Edgepoint Common Stock, subject to adjustment. For more information on the private placement, refer to our 2022 Annual Report on Form 10-K/A 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. Further, during the year ended December 31, 2023, the Company repaid two of the unit holders, who held 5 units and opted not to participate in the new JH Darbie financing The Company recognized amortization expense related to the debt discount and debt issuance costs of approximately $ 8,400 91,000 |
PRIVATE PLACEMENT -2 (PPM-2) AN
PRIVATE PLACEMENT -2 (PPM-2) AND JH DARBIE FUNDING | 12 Months Ended |
Dec. 31, 2023 | |
Private Placement -2 Ppm-2 And Jh Darbie Funding | |
PRIVATE PLACEMENT -2 (PPM-2) AND JH DARBIE FUNDING | NOTE 8 – PRIVATE PLACEMENT -2 (PPM-2) AND JH DARBIE FUNDING In July and October 2023, the Company entered into a series of subscription agreements with certain accredited investors (the “financing”) whereby the Company issued and converted a total of 82 ● One 16 25,000 250,000 shares of the Company’s common stock (par value of $ 0.01 0.10 ● 250,000 price of $ 0.12 The Company converted the debt of fifteen (15) accredited investors from the previous PPM (“ PPM -1 1.0 (“Agreement”) pursuant to which DH Darbie had the right to sell a minimum of 10 200 25,000 Subsequently, the Company paid JH Darbie an advance of $75,000 for processing the first tranche of the Financing and the balance of their fees of $75,000 in July 2023, when the Financing for both Tranche 1 and Tranche 2 was closed. The issuance of the Units in July 2023 represented the two tranches of the Financing (“Tranche 1 and 2”). Based on the placement agent agreement, JH Darbie was entitled to a non-refundable $25,000 fee to start the due diligence process and 2% due diligence fees and 13% commissions on all subsequent conversions or new funding. In addition, the Company is to provide warrant coverage equal to 13% of all of the units sold to JH Darbie. As the Company converted an aggregate of 82 units, JH Darbie was entitled to earn a total of 1,300,000 warrants. Further, in October 2023, the Company entered into a series of subscription agreements with 27 accredited investors which resulted in a conversion of a gross amount of $1.05 million, consisting of 42 notes, under the prior JH Darbie Financing into new debt to the Company. In connection with the consummation of Tranche 1, 2 and 3 of the July 2023 PPM, the Company entered into a Registration Rights Agreement granting certain registration rights with respect to the shares of the Company’s Common Stock issued in connection with the financing, as well as the shares of the Company’s Common Stock issuable upon exercise of the Warrants. The issuance of the Units is exempt from the registration requirements of the Securities Act of 1933, as amended (“Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule 506 of Regulation D promulgated thereunder. The shares of common stock and warrants and any shares of common stock issuable upon exercise of the warrants, have not been registered under the Securities Act or any other applicable securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. As of December 31, 2023, and December 31, 2022, debt recorded under PPM-2, net of debt discounts and including accrued interest, consist of the following amounts: SCHEDULE OF FUNDS RECEIVED UNDER THE SUBSCRIPTION AGREEMENT December 31, 2023 December 31, 2022 Convertible promissory notes Subscription agreements - accredited investors $ 1,898,468 $ - Total convertible promissory, net of discounts $ 1,898,468 $ - The Company incurred approximately $ 0.3 2,665,000 The terms of convertible notes are summarized as follows: ● Term: through December 31, 2025 ● Coupon: 16 ● Convertible at the option of the holder at any time into the Company’s common stock ● Conversion price is set at $ 0.10 Management reviewed the guidance per ASC 470-60 Troubled debt restructurings Debt- Modifications and Extinguishments 95,000 , which is presented in other expense in the consolidated statements of operations for the year ended December 31, 2023. The estimated volume weighted grant date fair value of approximately $ 0.008 per share associated with the warrants to purchase up to 11,300,000 shares of common stock issued in this offering, or a total of approximately $ 95,000 , was recorded to additional paid-in capital. All warrants sold in this offering have an exercise price of $ 0.12 per share of the Company stock, subject to adjustment, are exercisable immediately and expire two years from the date of issuance. The fair value of the warrants was estimated using a Black Scholes valuation models using the following input values: SCHEDULE OF FAIR VALUE WARRANTS Expected Term 2 Expected volatility 145.1 157.5 % Risk-free interest rates 4.94 5.02 % Dividend 0.00 % The Company recorded an initial debt discount of approximately $ 284,000 50,000 During the year ended December 31, 2023, the Company incurred approximately $ 122,000 The Company converted the remaining 12 unit holders under the PPM-1 into the PPM-2 in January 2024. The terms and conditions of the conversions are the same as the July and October 2023 conversions. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 - RELATED PARTY TRANSACTIONS Master Service Agreement with Autotelic Inc. In October 2015, Oncotelic Inc. entered into a Master Service Agreement (the “ MSA Autotelic 10 Expenses related to the MSA were approximately $ 12,000 60,000 0.3 License Agreement with Autotelic Inc. In September 2021, the Company entered into an exclusive License Agreement with Autotelic. For more information on the exclusive license Agreement with Autotelic, refer to our 2021 Annual Report on Form 10-K filed with SEC on April 15, 2022. Notes Payable and Short-Term Loan – Related Party In April 2019, the Company issued a convertible note to Dr. Trieu totaling $ 164,444 , including OID of $ 16,444 , receiving net proceeds of $ 148,000 , which was used by the Company for working capital and general corporate purposes (See Note 6). The Company issued a Fall 2019 Note to Dr. Trieu in the principal amount of $ 250,000 . Dr. Trieu also offset certain amounts due to him in the amount of $ 35,000 and was converted into the Fall 2019 debt. During the year ended December 31, 2023, Dr. Trieu provided additional short-term funding of $ 50,000 to the Company. During the year ended December 31, 2020, Dr. Trieu purchased a total of 5 Units under the private placement for a gross total of $ 250,000 . In May 2021, Autotelic provided an additional short-term funding of $ 250,000 120,000 1.4 1.5 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 | 12 Months Ended |
Dec. 31, 2023 | |
Equity Purchase Agreement And Registration Rights Agreement | |
EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT | NOTE 10 - EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT On May 3, 2021, the Company entered into an Equity Purchase Agreement (“ EPL Peak One Investor The Company filed a post-effective amendment Registration Statement on Form S-1 with the Commission on April 26, 2022, and the Form S-1 was declared effective on May 6, 2022. The Company filed the prospectus in this connection on May 11, 2022. During year ended December 31, 2023, the Company did not sell any shares of Common Stock under the EPL, as compared to the Company having sold a total of 1.3 0.09 0.25 0.2 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY The following transactions affected the Company’s Stockholders’ Equity: Issuance of Common Stock during the year ended December 31, 2023 In February 2023, Fourth Man partially converted $ 71,750 of their debt. In connection with the partial Note conversion, the Company issued 1,025,000 shares of Common Stock to Fourth Man. 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 In July 2023, Fourth Man converted approximately $ 43,000 627,538 In October 2023, Fourth Man converted approximately $ 72,000 1,025,000 Issuance of Common Stock during the year ended December 31, 2022 In January 2022, three of the five investors from the November/December 2021 financing made a cashless exercise for their warrants. In connection with this exercise, the Company issued 3,041,958 5,769,231 In March 2022, the Company sold 300,000 52 In May 2022, Blue Lake made a cashless exercise for their warrants. In connection with this exercise, the Company issued 1,403,326 1,923,077 In June 2022, the Company sold 300,000 47 In June 2022, Mast Hill converted their debt of approximately $ 0.28 4,025,000 In June 2022, Company issued 500,000 35,000 In June 2022, First Fire made a cashless exercise for their warrants. In connection with this exercise, the Company issued 1,183,400 1,923,077 In July 2022, the Company sold 400,000 38 In August 2022, the Company sold 300,000 23 In August 2022, Fourth Man converted $ 0.14 0.28 2,025,000 In September 2022, Blue Lake converted $ 0.1 0.1 1,428,571 In December 2022, Fourth Man converted $ 0.05 0.1 1,428,571 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 | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 12 – STOCK-BASED COMPENSATION Options Pursuant to the Merger, the Company’s Common Stock and corresponding outstanding options survived. The below information details the Company’s associated option activity pre and post-merger. As of December 31, 2023, options to purchase Common Stock were outstanding under three stock option plans – the 2017 Equity Incentive Plan (the “ 2017 Plan 2015 Plan 2005 Plan 2,000,000 shares of the Company’s Common Stock may be issued pursuant to awards granted in the form of nonqualified stock options, restricted and unrestricted stock awards, and other stock-based awards. Under the 2015 and 2005 Plans, taken together, up to 7,250,000 shares of the Company’s Common Stock may be issued pursuant to awards granted in the form of incentive stock options, nonqualified stock options, restricted and unrestricted stock awards, and other stock-based awards. 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 Average For the year ended December 31, 2023 Shares Exercise Price Outstanding at January 1, 2023 25,690,261 $ 0.23 Expired or cancelled (1,512,500 ) 0.46 Outstanding at December 31, 2023 24,177,761 0.21 Options exercisable at December 31, 2023 13,985,261 For the year ended December 31, 2022 Shares Weighted Outstanding at January 1, 2022 16,592,620 $ 0.30 Expired or cancelled (2,359 ) 11.88 Granted and vested during the year* 9,100,000 0.10 Outstanding at December 31, 2022 25,690,261 $ 0.23 Options exercisable at December 31, 2022 15,497,761 * Includes 7,280,000 The following table summarizes information about options to purchase shares of the Company’s Common Stock outstanding and exercisable at December 31, 2023: SCHEDULE OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING AND EXERCISABLE Exercise prices Outstanding Options Weighted- Average Remaining Life In Years Weighted- Average Exercise Price Number Exercisable $ 0.1 0.15 16,250,000 8.2 $ 0.11 6,057,500 0.16 0.21 5,502,761 7.5 0.16 5,502,761 0.22 0.37 1,550,000 3.9 0.27 1,550,000 0.38 0.72 500,000 2.2 0.72 500,000 0.73 15.0 375,000 14 4.14 375,000 24,177,761 7.5 $ 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 December 31, 2023, there was no Of the approximately 10 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 0.9 Warrants The Company has issued warrants in connection with the various financings conducted by the Company. For more information on the warrant issuances, refer to our 2022 Annual Report on Form 10-K/A filed with the SEC on April 19, 2023. The issuance of warrants to purchase shares of the Company’s Common Stock, including those attributed to debt issuances, for the years ended December 31, 2023 and 2022, respectively are summarized as follows: SCHEDULE OF WARRANTS ACTIVITY For the year ended December 31, 2023 Shares Average Exercise Price Outstanding at January 1, 2023 81,072,855 $ 0.18 Issued during the year ended December 31, 2023 23,165,000 0.12 Exercised / cancelled during the year ended December 31, 2023 (42,737,500 ) 0.20 Outstanding at December 31, 2023 61,500,355 0.15 For the year ended December 31, 2022 Shares Average Exercise Price Outstanding at January 1, 2022 53,314,424 $ 0.20 Issued during the year ended December 31, 2022 38,623,816 0.15 0.20 Exercised / cancelled during the year ended December 31, 2022 (10,865,385 ) 0.13 0.20 Outstanding at December 31, 2022 81,072,855 $ 0.18 The following table summarizes information about warrants outstanding and exercisable at December 31, 2023: SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE Outstanding and exercisable Exercise Price Number Outstanding Weighted- Average Remaining Life in Years Weighted- Average Exercise Price Number Exercisable $ 0.13 961,539 2.90 0.13 961,539 0.15 33,000,066 0.25 0.15 33,000,066 0.20 4,373,750 3.24 3.48 0.20 4,373,750 0.20 11,300,000 1.52 0.12 11,300,000 0.20 11,865,000 1.82 0.12 11,865,000 61,500,355 1.12 $ 0.15 61,500,355 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13 – INCOME TAXES Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes as of December 31, 2023 and 2022 are as follows in thousands: SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS AND LIABILITIES December 31, December 31, 2023 2022 Deferred tax assets: Stock-based compensation $ 1,438 $ 2,575 Assets 1,304 2,752 Liability accruals 324 323 R&D Credit 1,372 1,372 Capital Loss 528 528 Deferred state tax (2,065 ) (2,146 ) Net operating loss carry forward 10,489 53,456 Total gross deferred tax assets 13,390 58,860 Less - valuation allowance (13,390 ) (58,860 ) Net deferred tax assets $ - $ - The Company had gross deferred tax assets, which primarily relate to net operating loss carryforwards. As of December 31, 2023, 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, if not otherwise utilized |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 – 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 Consideration The total purchase price in the PointR Merger of $ 17,831,427 2,625,000 15 contingent consideration, upon achievement of certain milestones. For more information on the PointR Merger Contingent Consideration, refer to our 2021 Annual Report on Form 10-K filed with the SEC on April 15, 2022. Third Party Service Provider Claim The Company had disputed 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 breach of employment contract claim against the Company. The Company and its legal counsel are evaluating the validity of the claim, as the Company believes that such claim has limited merits and is hopeful to attain a positive outcome for such claim. Since the Company and its legal counsel are still evaluating the claim, we are unable to quantify the amount such claim would be settled at, if at all settled. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS Completion of Tranche 4 of July 2023 PPM In January 2024, the Company entered into a series of subscription agreements with 4 accredited investors which resulted in a conversion of a gross amount of $ 0.5 Conversion of Debt to Equity by Fourth Man In February 2024, Fourth Man converted a portion of the March 2022 debt, including interest, default penalty and conversion fee, of approximately $ 33,250 500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 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 December 31, 2023 and 2022, respectively, the Company held all its cash in banks in the United States of America. The Company considers investments in highly liquid instruments with a maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and 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. The Company did not have any Level 1 or Level 2 assets and liabilities at December 31, 2023 and 2022. |
Investment in equity securities | Investment in equity securities The following table summarizes the cumulative gross unrealized gains and losses and fair values for long- term investments accounted for at fair value under the fair value option, with the unrealized gains and losses reported within earnings on the Condensed Consolidated Statements of Operation as of December 31, 2023 and 2022: SCHEDULE OF UNREALIZED GAINS AND LOSSES Initial Book Value Cumulative Gross Cumulative Gross Fair Value December 31, 2023 Investment in GMP Bio (equity securities) $ 22,640,519 $ 12,706 $ - $ 22,653,225 Total $ 22,640,519 $ 12,706 $ - $ 22,653,225 Initial Book Value Cumulative Gross Cumulative Gross Fair Value December 31, 2022 Investment in GMP Bio (equity securities) $ 22,640,519 $ - $ - $ 22,640,519 Total $ 22,640,519 $ - $ - $ 22,640,519 The table below sets forth a summary of the recording of the initial value of the long-term value of investment in equity securities of GMP Bio, based on a third-party valuation report, and changes in the fair value of such equity securities, if such change occurs, as a Level 3 fair value as of December 31, 2023 and 2022: SUMMARY OF CHANGES IN FAIR VALUE OF LONG-TERM INVESTMENT IN EQUITY SECURITIES December 31, 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 - 16,951,477 Change in fair value 12,706 - Balance at December 31, 2023 and 2022 $ 22,653,225 $ 22,640,519 |
Derivative Liability | Derivative Liability The Company has certain derivative liabilities associated with its 2019 bridge financing Convertible Notes (see Note 5), consisted of conversion feature derivatives at December 31, 2023 and 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 December 31, 2023 and 2022: SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES December 31, 2023 December 31, 2022 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 225,074 (142,150 ) Balance at December 31, 2023 and 2022 $ 423,214 $ 198,140 At December 31, 2023 and 2022, respectively, the Company estimated the fair value of the conversion feature derivatives embedded in the convertible debentures based on assumptions used in the Black-Scholes valuation model. The key valuation assumptions used consists, in part, of the price of the Company’s Common Stock, a risk-free interest rate based on the yield of a Treasury note and expected volatility of the Company’s Common Stock all as of the measurement dates. The Company used the following assumptions to estimate fair value of the derivatives as of December 31, 2023 and 2022: SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES December 31, December 31, Risk free interest 4.64 5.40 0.17 4.0 Market price of share $ 0.03 0.05 $ 0.05 0.23 Life of instrument in years 0.01 0.01 0.33 Volatility 142.45 236.86 % 99.80 116.51 % Dividend yield 0 % 0 % When the Company changes its valuation inputs for measuring financial liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the years ended December 31, 2023 and 2022, 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. During the year ended December 31, 2023, no equivalent shares of the Common Stock were included as the Company had incurred losses during this period and addition of such stock equivalents in the computation would have been anti-dilutive. Approximately 73 million equivalent shares of Common Stock had been included in the computation of the dilutive income per share for the year ended December 31, 2022. The table below sets forth a reconciliation of the basic weighted average common stock outstanding to the diluted weighted average common stock outstanding of the Company as of December 31, 2022: SCHEDULE OF BASIC AND DILUTED WEIGHTED AVERAGE COMMON STOCK OUTSTANDING December 31, 2022 Basic weighted average common stock outstanding 384,075,369 Add: Dilutive common stock equivalents Stock options outstanding 2,606,054 Warrants outstanding 68,681 Convertible debt, convertible into common stock 70,549,786 Diluted weighted average common stock outstanding 457,299,890 |
Stock-Based Compensation | Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ ASC 718 For stock options issued, the Company estimates the grant date fair value of each option using the Black- Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the Common Stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the Common Stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. For warrants issued in connection with fund raising activities, the Company estimates the grant date fair value of each warrant using the Black-Scholes pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the warrant, the expected volatility of the Common Stock consistent with the expected life of the warrant, risk-free interest rates and expected dividend yields of the Common Stock. If the warrants are issued upon termination or cancellation of prior issued warrants, then the Company estimates the grant date fair value of the new warrants using the Black-Scholes pricing model and evaluates whether the new warrants are deemed as equity instruments or liability instruments. If the warrants are deemed to be equity instruments, the Company records stock compensation expense and an addition to additional paid in capital. If however, the warrants are deemed to be liability instruments, then the fair value is treated as a deemed dividend and credited to additional paid in capital. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the years ended December 31, 2023 and 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 years ended December 31, 2023 and 2022, there were no 45 |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least once annually, at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the reporting unit. If, on the basis of qualitative factors, it is considered not more likely than not that the fair value of the reporting unit is less than the carrying amount, further testing of goodwill for impairment would not be required. Otherwise, goodwill impairment is tested using a two-step approach. The first step involves comparing the fair value of the reporting unit to its carrying amount. The Company has always operated as a single unit. If the fair value of the reporting unit is determined to be greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is determined to be greater than the fair value, the second step must be completed to measure the amount of impairment, if any. The second step involves calculating the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit as determined in step one. The implied fair value of the goodwill in this step is compared to the carrying value of goodwill. If the implied fair value of the goodwill is less than the carrying value of the goodwill, an impairment loss equivalent to the difference is recorded. When we sell or contribute properties to unconsolidated arrangements and retain a non-controlling ownership interest in such assets, we recognize the difference between the consideration received and the carrying amount of the asset sold or contributed. For the years ended December 31, 2023 and 2022, we recorded an impairment loss of approximately $ 6.1 4.1 4.8 45 |
Derivative Financial Instruments Indexed to the Company’s Common Stock | Derivative Financial Instruments Indexed to the Company’s Common Stock We have generally issued derivative financial instruments, such as warrants, in connection with our equity offerings. We evaluate the terms of these derivative financial instruments in order to determine their accounting treatment in our financial statements. Key considerations include whether the financial instruments are freestanding and whether they contain conditional obligations. If the warrants are freestanding, do not contain conditional obligations and meet other classification criteria, we account for the warrants as an equity instrument. However, if the warrants contain conditional obligations, then we account for the warrants as a liability until the conditional obligations are met or are no longer relevant. Because no established market prices exist for the warrants that we issue in connection with our equity offerings, we must estimate the fair value of the warrants, which is as inherently subjective as it is for stock options, and for similar reasons as noted in the stock-based compensation section above. For financial instruments which are accounted for as a liability, we report any changes in their estimated fair values as gains or losses in our Consolidated Statement of Income. |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815 “Derivatives and Hedging”. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20 “Debt – Debt with Conversion and Other Options.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Original issue discounts (“ OID ASC 815-40 “Derivatives and Hedging – Contracts in Entity’s Own Equity” provides that, among other things, generally, if an event occurs that is not within the entity’s control could or would require net cash settlement, then the contract shall be classified as an asset or a liability. |
Variable Interest Entity (VIE) Accounting | Variable Interest Entity (VIE) Accounting The Company evaluates its ownership, contractual relationships and other interests in entities to determine the nature and extent of the interests, whether such interests are variable interests and whether the entities are VIEs in accordance with ASC 810, Consolidations. These evaluations can be complex and involve Management judgment as well as the use of estimates and assumptions based on available historical information, among other factors. Based on these evaluations, if the Company determines that it is the primary beneficiary of a VIE, the entity is consolidated into the financial statements. At December 31, 2023 and 2022, the Company identified EdgePoint to be the Company’s sole VIE. At December 31, 2023, and 2022, the Company’s ownership percentage of EdgePoint was 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 Topic 606, Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue when its customers obtain control of the promised good or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company applies the following five-step process: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company identifies the performance obligation(s) in the contract by assessing whether the goods or services promised within each contract are distinct. The Company then recognizes revenue for the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company anticipates generating revenues from rendering services to other third party customers for the development of certain drug products and/or in connection with certain out-licensing agreements. In the case of services rendered for development of the drugs, revenue is recognized upon the achievement of the performance obligations or over time on a straight-line basis over the extended service period. In the case of out-licensing contracts, the Company records revenues either (i) upon achievement of certain pre-defined milestones when there is no obligation of the Company achieve any performance obligations in connection with the said pre-defined milestones, or (ii) upon achievement of the performance obligations if the milestones require the Company to provide the performance obligations. The Company occasionally collects advance payments from customers toward commitments to provide services or performance obligations, in which case the advance payment is recorded as a liability until the obligations are fulfilled and revenue is recognized. |
Research & Development Costs | Research & Development Costs In accordance with ASC 730-10-25 “Research and Development”, research and development costs are charged to expense as and when incurred. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ ASU 2020-06 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) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF UNREALIZED GAINS AND LOSSES | SCHEDULE OF UNREALIZED GAINS AND LOSSES Initial Book Value Cumulative Gross Cumulative Gross Fair Value December 31, 2023 Investment in GMP Bio (equity securities) $ 22,640,519 $ 12,706 $ - $ 22,653,225 Total $ 22,640,519 $ 12,706 $ - $ 22,653,225 Initial Book Value Cumulative Gross Cumulative Gross Fair Value December 31, 2022 Investment in GMP Bio (equity securities) $ 22,640,519 $ - $ - $ 22,640,519 Total $ 22,640,519 $ - $ - $ 22,640,519 |
SUMMARY OF CHANGES IN FAIR VALUE OF LONG-TERM INVESTMENT IN EQUITY SECURITIES | SUMMARY OF CHANGES IN FAIR VALUE OF LONG-TERM INVESTMENT IN EQUITY SECURITIES December 31, 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 - 16,951,477 Change in fair value 12,706 - Balance at December 31, 2023 and 2022 $ 22,653,225 $ 22,640,519 |
SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES | The table below sets forth a summary of the changes in the fair value of the Company’s derivative liabilities classified as Level 3 as of December 31, 2023 and 2022: SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES December 31, 2023 December 31, 2022 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 225,074 (142,150 ) Balance at December 31, 2023 and 2022 $ 423,214 $ 198,140 |
SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES | SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES December 31, December 31, Risk free interest 4.64 5.40 0.17 4.0 Market price of share $ 0.03 0.05 $ 0.05 0.23 Life of instrument in years 0.01 0.01 0.33 Volatility 142.45 236.86 % 99.80 116.51 % Dividend yield 0 % 0 % |
SCHEDULE OF BASIC AND DILUTED WEIGHTED AVERAGE COMMON STOCK OUTSTANDING | The table below sets forth a reconciliation of the basic weighted average common stock outstanding to the diluted weighted average common stock outstanding of the Company as of December 31, 2022: SCHEDULE OF BASIC AND DILUTED WEIGHTED AVERAGE COMMON STOCK OUTSTANDING December 31, 2022 Basic weighted average common stock outstanding 384,075,369 Add: Dilutive common stock equivalents Stock options outstanding 2,606,054 Warrants outstanding 68,681 Convertible debt, convertible into common stock 70,549,786 Diluted weighted average common stock outstanding 457,299,890 |
ACQUISITIONS, GOODWILL AND IN_2
ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Acquisitions Goodwill And Intangible Assets | |
SUMMARY OF GOODWILL | A summary of our goodwill as of December 31, 2023 and 2022 is shown below: SUMMARY OF GOODWILL December 31, 2023 December 31, 2022 Balance at beginning of the year ended $ 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 year ended $ 5,988,230 $ 12,071,376 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2023 December 31, 2022 Accounts payable $ 1,656,613 $ 1,735,764 Accrued expenses 780,708 775,100 Accounts payable and accrued liabilities $ 2,437,321 $ 2,510,864 December 31, 2023 December 31, 2022 Accounts payable – related party $ 344,099 $ 332,432 |
CONVERTIBLE DEBENTURES, NOTES_2
CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE DEBENTURES AND NOTES, NET OF DISCOUNT | As of December 31, 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 December 31, December 31, 2023 2022 Current Debt 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 Convertible note payable 400,000 400,000 Fall 2019 Notes 5% Convertible note payable – Stephen Boesch 128,958 123,958 5% Convertible note payable – Related Party 301,233 288,733 5% Convertible note payable – Dr. Sanjay Jha (Through his family trust) 300,753 288,253 5% Convertible note payable – CEO & CFO – Related Parties 98,559 94,457 5% Convertible note payable – Bridge Investors 201,922 193,522 Convertible note payable 1,031,425 988,923 August 2021 Convertible Notes 5% Convertible note – Autotelic Inc– Related Party 280,052 267,553 5% Convertible note – Bridge investors 418,399 399,722 5% Convertible note – CFO – Related Party 84,018 80,266 Convertible note payable 782,469 747,541 JH Darbie PPM Debt 16% Convertible Notes – Non-related parties 311,693 2,441,471 16% Convertible Notes – CEO – Related Party - 124,547 Convertible note payable 311,693 2,566,018 November/December 2021 & March 2022 Notes 16% Convertible Notes – Accredited Investors 233,393 619,345 Debt for Clinical Trials – Forever Prosperity ( Formerly GMP) 2% Convertible Notes – Forever Prosperity 4,750,000 4,659,782 May and June 2022 Note 16% Convertible Notes – Accredited Investors 1,401,284 885,312 Other Debt Short term debt – Bridge investors 210,000 245,000 Short term debt from CFO – Related Party 35,050 25,050 Short term debt – Autotelic Inc. – Related Party 1,470,000 120,000 Short Term Debt from CEO – Related Party 50,000 - Short term debt 1,765,050 390,050 Total of short term convertible debentures & notes and other debt $ 10,675,313 11,256,971 December 31, December 31, 2023 2022 Long Term Debt JH Darbie PPM 2 Debt 16% Convertible Notes - Non-related parties 1,773,468 - 16% Convertible Notes – CEO – Related Party 125,000 - Convertible note payable 1,898,468 - |
SCHEDULE OF CONVERTIBLE NOTES, NET OF DISCOUNT | As of December 31, 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 December 31, December 31, 2023 2022 Autotelic Related party convertible note, 5% coupon December 2023 $ 280,052 $ 267,553 CFO Related party convertible note, 5% coupon December 2023 84,018 80,266 Accredited investors convertible note, 5% coupon December 2023 418,399 399,722 Convertible notes $ 782,469 $ 747,541 December 31, 2023 December 31, 2022 Blue Lake Partners LLC Convertible note, 12% coupon, December 2021, inclusive of accrued interest - 227,187 Fourth Man LLC Convertible note, 12% coupon December 2021, inclusive of accrued interest - 112,500 Convertible notes, net of discounts $ - 339,687 December 31, 2023 December 31, 2022 Fourth Man Convertible note, 16% coupon March 2023 inclusive of accrued interest and default provision $ 233,393 $ 340,959 Unamortized debt discount - (61,301 ) Convertible notes, net $ 233,393 279,658 December 31, 2023 December 31, 2022 Mast Hill Convertible note, 16% coupon May 2023, inclusive of accrued interest and penalty $ 905,484 $ 847,000 Convertible notes, gross $ 905,484 $ 847,000 Less Debt discount recorded (605,000 ) (605,000 ) Amortization debt discount, net or reversal of original and unamortized BCF 605,000 333,119 Convertible notes, net $ 905,484 $ 575,119 December 31, 2023 December 31, 2022 Blue Lake Convertible note, 12% coupon June 2023, inclusive of accrued interest $ 495,800 $ 469,000 Convertible notes, gross $ 495,800 $ 469,000 Less Debt discount recorded (332,748 ) (332,748 ) Amortization debt discount, net or reversal of original and unamortized BCF 332,748 173,941 Convertible notes, net $ 495,800 $ 310,193 |
SCHEDULE OF SHORT-TERM LOANS | As of December 31, 2023, other short-term advances consist of the following amounts obtained from various employees and related parties: SCHEDULE OF SHORT-TERM LOANS Other Advances December 31, 2023 December 31, 2022 Short term advance from CFO – Related Party $ 35,050 $ 25,050 Short term advance from CEO – Related Party 50,000 - Short term advances – bridge investors & others 210,000 245,000 Short term advances – Autotelic Inc. – Related Party 1,470,000 120,000 Short term advance $ 1,765,050 $ 390,050 |
JOINT VENTURE WITH GMP BIO AN_2
JOINT VENTURE WITH GMP BIO AND AFFILIATES, EQUITY METHOD INVESTMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
SCHEDULE OF CHANGE IN FAIR VALUE OF OUR INVESTMENT | A summary of the change in fair value of our investment in GMP Bio, as of December 31, 2023 and 2022 is shown below: SCHEDULE OF CHANGE IN FAIR VALUE OF OUR INVESTMENT December 31, 2023 December 31, 2022 Balance at January 1, 2023 and 2022 $ 22,640,519 $ 22,640,519 Add: change in fair value of investment in GMP Bio 12,706 - Balance at December 31, 2023 and 2022 $ 22,653,225 $ 22,640,519 |
PRIVATE PLACEMENT (PPM-1) AND_2
PRIVATE PLACEMENT (PPM-1) AND JH DARBIE FINANCING (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Private Placement Ppm-1 And Jh Darbie Financing | |
SCHEDULE OF FUNDS RECEIVED UNDER THE SUBSCRIPTION AGREEMENT | As of December 31, 2023, and 2022, funds received under the JH Darbie Financing, net of debt discounts, consist of the following amounts: SCHEDULE OF FUNDS RECEIVED UNDER THE SUBSCRIPTION AGREEMENT December 31, 2023 December 31, 2022 Convertible promissory notes Subscription agreements - accredited investors $ 311,693 $ 2,441,471 Subscription agreements – related party - 124,547 Total convertible promissory notes $ 311,693 $ 2,566,018 |
PRIVATE PLACEMENT -2 (PPM-2) _2
PRIVATE PLACEMENT -2 (PPM-2) AND JH DARBIE FUNDING (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Private Placement -2 Ppm-2 And Jh Darbie Funding | |
SCHEDULE OF FUNDS RECEIVED UNDER THE SUBSCRIPTION AGREEMENT | As of December 31, 2023, and December 31, 2022, debt recorded under PPM-2, net of debt discounts and including accrued interest, consist of the following amounts: SCHEDULE OF FUNDS RECEIVED UNDER THE SUBSCRIPTION AGREEMENT December 31, 2023 December 31, 2022 Convertible promissory notes Subscription agreements - accredited investors $ 1,898,468 $ - Total convertible promissory, net of discounts $ 1,898,468 $ - |
SCHEDULE OF FAIR VALUE WARRANTS | SCHEDULE OF FAIR VALUE WARRANTS Expected Term 2 Expected volatility 145.1 157.5 % Risk-free interest rates 4.94 5.02 % Dividend 0.00 % |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [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 Average For the year ended December 31, 2023 Shares Exercise Price Outstanding at January 1, 2023 25,690,261 $ 0.23 Expired or cancelled (1,512,500 ) 0.46 Outstanding at December 31, 2023 24,177,761 0.21 Options exercisable at December 31, 2023 13,985,261 For the year ended December 31, 2022 Shares Weighted Outstanding at January 1, 2022 16,592,620 $ 0.30 Expired or cancelled (2,359 ) 11.88 Granted and vested during the year* 9,100,000 0.10 Outstanding at December 31, 2022 25,690,261 $ 0.23 Options exercisable at December 31, 2022 15,497,761 * Includes 7,280,000 |
SCHEDULE OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING AND EXERCISABLE | The following table summarizes information about options to purchase shares of the Company’s Common Stock outstanding and exercisable at December 31, 2023: SCHEDULE OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING AND EXERCISABLE Exercise prices Outstanding Options Weighted- Average Remaining Life In Years Weighted- Average Exercise Price Number Exercisable $ 0.1 0.15 16,250,000 8.2 $ 0.11 6,057,500 0.16 0.21 5,502,761 7.5 0.16 5,502,761 0.22 0.37 1,550,000 3.9 0.27 1,550,000 0.38 0.72 500,000 2.2 0.72 500,000 0.73 15.0 375,000 14 4.14 375,000 24,177,761 7.5 $ 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, for the years ended December 31, 2023 and 2022, respectively are summarized as follows: SCHEDULE OF WARRANTS ACTIVITY For the year ended December 31, 2023 Shares Average Exercise Price Outstanding at January 1, 2023 81,072,855 $ 0.18 Issued during the year ended December 31, 2023 23,165,000 0.12 Exercised / cancelled during the year ended December 31, 2023 (42,737,500 ) 0.20 Outstanding at December 31, 2023 61,500,355 0.15 For the year ended December 31, 2022 Shares Average Exercise Price Outstanding at January 1, 2022 53,314,424 $ 0.20 Issued during the year ended December 31, 2022 38,623,816 0.15 0.20 Exercised / cancelled during the year ended December 31, 2022 (10,865,385 ) 0.13 0.20 Outstanding at December 31, 2022 81,072,855 $ 0.18 |
SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE | The following table summarizes information about warrants outstanding and exercisable at December 31, 2023: SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE Outstanding and exercisable Exercise Price Number Outstanding Weighted- Average Remaining Life in Years Weighted- Average Exercise Price Number Exercisable $ 0.13 961,539 2.90 0.13 961,539 0.15 33,000,066 0.25 0.15 33,000,066 0.20 4,373,750 3.24 3.48 0.20 4,373,750 0.20 11,300,000 1.52 0.12 11,300,000 0.20 11,865,000 1.82 0.12 11,865,000 61,500,355 1.12 $ 0.15 61,500,355 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS AND LIABILITIES | Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes as of December 31, 2023 and 2022 are as follows in thousands: SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS AND LIABILITIES December 31, December 31, 2023 2022 Deferred tax assets: Stock-based compensation $ 1,438 $ 2,575 Assets 1,304 2,752 Liability accruals 324 323 R&D Credit 1,372 1,372 Capital Loss 528 528 Deferred state tax (2,065 ) (2,146 ) Net operating loss carry forward 10,489 53,456 Total gross deferred tax assets 13,390 58,860 Less - valuation allowance (13,390 ) (58,860 ) Net deferred tax assets $ - $ - |
SCHEDULE OF UNREALIZED GAINS AN
SCHEDULE OF UNREALIZED GAINS AND LOSSES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 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 | $ 22,640,519 | |
Investment in equity securities, unrealized gains | 12,706 | ||
Investment in equity securities, unrealized losses | |||
Investment in equity securities, fair value | 22,653,225 | 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 | 22,640,519 | |
Investment in equity securities, unrealized gains | 12,706 | ||
Investment in equity securities, unrealized losses | |||
Investment in equity securities, fair value | $ 22,653,225 | $ 22,640,519 |
SUMMARY OF CHANGES IN FAIR VALU
SUMMARY OF CHANGES IN FAIR VALUE OF LONG-TERM INVESTMENT IN EQUITY SECURITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 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 | 16,951,477 | |
Change in fair value | 12,706 | |
Balance at December 31, 2023 and 2022 | $ 22,653,225 | $ 22,640,519 |
SUMMARY OF CHANGES IN FAIR VA_2
SUMMARY OF CHANGES IN FAIR VALUE OF DERIVATIVE LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 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 | 225,074 | (142,150) |
Balance at December 31, 2023 and 2022 | $ 423,214 | $ 198,140 |
SUMMARY OF ESTIMATE FAIR VALUE
SUMMARY OF ESTIMATE FAIR VALUE OF DERIVATIVE LIABILITIES (Details) | 12 Months Ended | |
Dec. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Dividend yield | 4.64 | 0.17 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Dividend yield | 5.40 | 4 |
Measurement Input, Share Price [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Dividend yield | 0.03 | 0.05 |
Measurement Input, Share Price [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Dividend yield | 0.05 | 0.23 |
Measurement Input, Expected Term [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life of instrument in years | 3 days | |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life of instrument in years | 3 days | |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Life of instrument in years | 3 months 29 days | |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Dividend yield | 142.45 | 99.80 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Dividend yield | 236.86 | 116.51 |
Measurement Input, Expected Dividend Rate [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Dividend yield | 0 | 0 |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||
Oct. 31, 2023 | Jul. 31, 2023 | Aug. 31, 2022 | Jul. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Sep. 30, 2021 | May 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | May 31, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Aug. 31, 2021 | Jun. 30, 2020 | |
Conversion of debt | $ 88,000 | ||||||||||||||||
Warrants issuance cost | $ 2,900,000 | ||||||||||||||||
Common shares issued for cash | $ 158,820 | ||||||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | |||||||||||||||
Proceeds from convertible debt | $ 966,425 | ||||||||||||||||
Conversion fee, values | 504,929 | 624,751 | |||||||||||||||
Net Income (Loss) Attributable to Parent | (7,903,093) | 5,094,981 | |||||||||||||||
Working capital deficit | 16,200,000 | ||||||||||||||||
Business Combination, Contingent Consideration, Liability | 2,600,000 | ||||||||||||||||
Net cash used in operating activities | 1,300,000 | ||||||||||||||||
Autotelic Inc [Member] | |||||||||||||||||
Proceeds from related party debt | 1,350,000 | ||||||||||||||||
Vyoung Trieu [Member] | |||||||||||||||||
Proceeds from related party debt | $ 50,000 | ||||||||||||||||
Oncotelic Warrant [Member] | |||||||||||||||||
Warrants issued to purchase shares | 33,000,000 | ||||||||||||||||
Purchase of common stock, value | $ 50,000 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Common shares issued for cash | $ 13,000 | ||||||||||||||||
Number of new shares issued | 1,300,000 | ||||||||||||||||
Convertible notes into common stock, shares | 2,050,000 | ||||||||||||||||
Conversion fee, values | $ 140,000 | $ 73,370 | $ 87,179 | ||||||||||||||
Conversion fee, shares | 2,050,000 | 7,337,248 | 8,717,856 | ||||||||||||||
Peak One Opportunity Fund, L.P [Member] | |||||||||||||||||
Number of new shares issued | 300,000 | 300,000 | |||||||||||||||
Peak One Opportunity Fund, L.P [Member] | Common Stock [Member] | |||||||||||||||||
Number of new shares issued | 400,000 | ||||||||||||||||
Supplemental Agreement [Member] | Golden Mountain Partners LLC [Member] | |||||||||||||||||
Investment Company, Registration Expense | $ 1,200,000 | ||||||||||||||||
JH Darbie Placement Agreement [Member] | |||||||||||||||||
Debt conversion description | Subsequently, the Company paid JH Darbie an advance of $75,000 for processing the first tranche of the Financing and the balance of their fees of $75,000 in July 2023, when the Financing for both Tranche 1 and Tranche 2 was closed. The issuance of the Units in July 2023 represented the two tranches of the Financing (“Tranche 1 and 2”). Based on the placement agent agreement, JH Darbie was entitled to a non-refundable $25,000 fee to start the due diligence process and 2% due diligence fees and 13% commissions on all subsequent conversions or new funding. In addition, the Company is to provide warrant coverage equal to 13% of all of the units sold to JH Darbie. As the Company converted an aggregate of 82 units, JH Darbie was entitled to earn a total of 1,300,000 warrants. Further, in October 2023, the Company entered into a series of subscription agreements with 27 accredited investors which resulted in a conversion of a gross amount of $1.05 million, consisting of 42 notes, under the prior JH Darbie Financing into new debt to the Company. | ||||||||||||||||
JH Darbie Placement Agreement [Member] | Accredited Investors [Member] | |||||||||||||||||
Conversion of debt | $ 1,050,000 | $ 1,000,000 | |||||||||||||||
Debt conversion description | JH Darbie and the Company are parties to a March 2023 placement agent agreement (“Agreement”) pursuant to which JH Darbie has the right to sell/convert a minimum of 10 Units and a maximum of 200 Units on a best-efforts basis. | ||||||||||||||||
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 | $ 250,000 | $ 250,000 | $ 600,000 | $ 250,000 | |||||||||||||
Proceeds from convertible debt | $ 1,250,000 | $ 1,250,000 | |||||||||||||||
Number of new shares issued | 4,025,000 | ||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||
Debt instrument face amount | $ 340,000 | 162,000 | |||||||||||||||
Securities Purchase Agreement [Member] | Fourth Man LLC [Member] | |||||||||||||||||
Convertible debt | $ 127,000 | ||||||||||||||||
Convertible notes into common stock, shares | 1,820,395 | ||||||||||||||||
Securities Purchase Agreement And Purchase Agreement [Member] | Golden Mountain Partners [Member] | |||||||||||||||||
Debt instrument face amount | $ 4,500,000 | $ 4,500,000 | |||||||||||||||
License Agreement [Member] | |||||||||||||||||
Milestone payments | $ 50,000,000 | ||||||||||||||||
Royalties Percentage | 15% | ||||||||||||||||
Since Inception Date [Member] | |||||||||||||||||
Net Income (Loss) Attributable to Parent | $ 33,500,000 | ||||||||||||||||
Point R merger agreement [Member] | |||||||||||||||||
Working capital deficit | $ 1,300,000 |
SCHEDULE OF BASIC AND DILUTED W
SCHEDULE OF BASIC AND DILUTED WEIGHTED AVERAGE COMMON STOCK OUTSTANDING (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basic weighted average common stock outstanding | 396,165,575 | 384,075,369 |
Stock options outstanding | 2,606,054 | |
Warrants outstanding | 68,681 | |
Convertible debt, convertible into common stock | 70,549,786 | |
Diluted weighted average common stock outstanding | 396,165,575 | 457,299,890 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2023 | |
Impairment of intangible assets | $ 0 | $ 0 | |
Goodwill impairment loss | $ 6,083,146 | $ 4,111,079 | |
Variable interest entity percentage | 29% | 29% | |
Net assets | $ 30,014,952 | $ 36,116,819 | |
Additional paid in capital | 41,655,026 | 41,416,632 | |
Opening retained earnings | (33,516,736) | (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] | |||
Net assets | 100,000 | $ 100,000 | |
OT-101 [Member] | |||
Ownership percentage | 45% | ||
Goodwill impairment loss | $ 4,800,000 | ||
Fair Value, Inputs, Level 3 [Member] | PointR [Member] | |||
Contigent consideration | $ 2,625,000 |
SUMMARY OF GOODWILL (Details)
SUMMARY OF GOODWILL (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Acquisitions Goodwill And Intangible Assets | ||
Balance at beginning of the year ended | $ 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 year ended | $ 5,988,230 | $ 12,071,376 |
ACQUISITIONS, GOODWILL AND IN_3
ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2019 | Apr. 30, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2019 | |
Goodwill | $ 5,988,230 | $ 12,071,376 | $ 21,062,455 | |||
Goodwill impairment (See note 2 and 3) | 6,083,146 | 4,111,079 | ||||
In Process Research and Development [Member] | ||||||
Intangible asset, net | $ 1,101,760 | 1,101,760 | ||||
Research and Development Expense [Member] | ||||||
Intangible asset, net | $ 1,101,760 | $ 1,101,760 | ||||
Merger Agreement [Member] | ||||||
Goodwill | $ 4,900,000 | |||||
Derecognized goodwill | $ 4,900,000 | |||||
Merger Agreement [Member] | PointR [Member] | ||||||
Goodwill | $ 16,182,456 | |||||
Assignment And Assumption Agreement [Member] | Autotelic Inc [Member] | ||||||
Stock issued during period, shares, acquisitions | 204,798 | |||||
Stock issued during period, value, acquisitions | $ 819,191 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Accounts payable | $ 1,656,613 | $ 1,735,764 |
Accrued expenses | 780,708 | 775,100 |
Accounts payable and accrued liabilities | 2,437,321 | 2,510,864 |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Accounts payable – related party | $ 344,099 | $ 332,432 |
SCHEDULE OF CONVERTIBLE DEBENTU
SCHEDULE OF CONVERTIBLE DEBENTURES AND NOTES, NET OF DISCOUNT (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Short term debt | $ 1,765,050 | $ 390,050 |
Total of short term convertible debentures & notes and other debt | 10,675,313 | 11,256,971 |
Convertible Debentures [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 400,000 | 400,000 |
Fall 2019 Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 1,031,425 | 988,923 |
August 2021 Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 782,469 | 747,541 |
JH Darbie PPM Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 311,693 | 2,566,018 |
J H Darbie P P M 2 Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 1,898,468 | |
Ten Percentage Convertible Notes Payable Due April Twenty Three Two Thousand Twenty Two Bridge Investor [Member] | Convertible Debentures [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 35,556 | 35,556 |
Ten Percentage Convertible Notes Payable Due April Twenty Three Two Thousand Twenty Two Related Party [Member] | Convertible Debentures [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 164,444 | 164,444 |
Ten Percentage Convertible Notes Payable Due August Six Two Thousand Twenty Two Bridge Investor [Member] | Convertible Debentures [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 200,000 | 200,000 |
5% Convertible Note Payable - Stephen Boesch [Member] | Fall 2019 Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 128,958 | 123,958 |
5% Convertible Note Payable - Related Party [Member] | Fall 2019 Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 301,233 | 288,733 |
Five Percent Convertible Note Payable Dr Sanjay Jha [Member] | Fall 2019 Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 300,753 | 288,253 |
Five Percent Convertible Note Payable C E O And C F O Related Parties [Member] | Fall 2019 Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 98,559 | 94,457 |
5% Convertible note payable - Bridge Investors [Member] | Fall 2019 Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 201,922 | 193,522 |
5% Convertible note Autotelic Inc Related Party [Member] | August 2021 Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 280,052 | 267,553 |
5% Convertible Note - Bridge Investors [Member] | August 2021 Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 418,399 | 399,722 |
Five Percent Convertible Note Chief Financial Officer Related Party [Member] | August 2021 Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 84,018 | 80,266 |
Sixteen Percentage Convertible Notes Non Related Parties [Member] | JH Darbie PPM Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 311,693 | 2,441,471 |
Sixteen Percentage Convertible Notes Non Related Parties [Member] | J H Darbie P P M 2 Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 1,773,468 | |
Sixteen Percentage Convertible Notes C E O Related Party [Member] | JH Darbie PPM Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 124,547 | |
Sixteen Percentage Convertible Notes C E O Related Party [Member] | J H Darbie P P M 2 Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 125,000 | |
Sixteen Percentage Convertible Notes Accredited Investors [Member] | November December Two Thousand Twenty One And March Two Thousand Twenty Two Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 233,393 | 619,345 |
Sixteen Percentage Convertible Notes Accredited Investors [Member] | May And June Two Thousand Twenty Two Note [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 1,401,284 | 885,312 |
Two Percentage Convertible Notes Forever Prosperity [Member] | Debt Clinical Trials G M P [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible note payable | 4,750,000 | 4,659,782 |
Short Term Debt Bridge Investors [Member] | Other Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Short term debt | 210,000 | 245,000 |
Short Term Debt From C F O [Member] | Other Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Short term debt | 35,050 | 25,050 |
Short Term Debt Autotelic Inc Related Party [Member] | Other Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Short term debt | 1,470,000 | 120,000 |
Short Term Debt From C E O [Member] | Other Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Short term debt | $ 50,000 |
SCHEDULE OF CONVERTIBLE NOTES,
SCHEDULE OF CONVERTIBLE NOTES, NET OF DISCOUNT (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Convertible notes, gross | $ 339,687 | |
Blue Lake [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, gross | 227,187 | |
Fourth Man [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, gross | 112,500 | |
August Two Thousand And Twenty One [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, net | 782,469 | 747,541 |
August Two Thousand And Twenty One [Member] | Related Parties Convertible Note Five Percentage Coupon December Two Thousand Twenty Three [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, net | 280,052 | 267,553 |
August Two Thousand And Twenty One [Member] | Chief Financial Officer Convertible Note Five Percentage Coupon December Two Thousand Twenty Three [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, net | 84,018 | 80,266 |
August Two Thousand And Twenty One [Member] | Accredited Investors Convertible Note Five Percentage Coupon December Two Thousand Twenty Three [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, net | 418,399 | 399,722 |
Fourth Man Convertible Note [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, net | 233,393 | 279,658 |
Less Debt discount recorded | 0 | (61,301) |
Fourth Man Convertible Note [Member] | Twelve Percent Coupon March Two Thousand Twenty Two [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, net | 233,393 | 340,959 |
May 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, gross | 905,484 | 847,000 |
Less Debt discount recorded | (605,000) | (605,000) |
Amortization debt discount, net or reversal of original and unamortized BCF | 605,000 | 333,119 |
Convertible notes, net | 905,484 | 575,119 |
May 2023 [Member] | Mast Hill [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, gross | 905,484 | 847,000 |
June 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, gross | 495,800 | 469,000 |
Less Debt discount recorded | (332,748) | (332,748) |
Amortization debt discount, net or reversal of original and unamortized BCF | 332,748 | 173,941 |
Convertible notes, net | 495,800 | 310,193 |
June 2023 [Member] | Blue Lake Partners LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes, gross | $ 495,800 | $ 469,000 |
SCHEDULE OF SHORT-TERM LOANS (D
SCHEDULE OF SHORT-TERM LOANS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Short term advance | $ 1,765,050 | $ 390,050 |
Chief Financial Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Short term advance | 35,050 | 25,050 |
Chief Executive Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Short term advance | 50,000 | |
Bridge Investor [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Short term advance | 210,000 | 245,000 |
Autotelic [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Short term advance | $ 1,470,000 | $ 120,000 |
CONVERTIBLE DEBENTURES, NOTES_3
CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Aug. 06, 2019 | Oct. 31, 2023 | Jul. 30, 2023 | Jun. 30, 2023 | May 31, 2023 | Feb. 28, 2023 | Jun. 30, 2022 | May 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Aug. 31, 2021 | Dec. 31, 2019 | Nov. 30, 2019 | Apr. 30, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2023 | Mar. 31, 2022 | Jan. 31, 2022 | Oct. 31, 2021 | Sep. 30, 2021 | May 31, 2021 | Jun. 30, 2020 | ||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Derivative liability | $ 423,214 | $ 198,140 | |||||||||||||||||||||||
Beneficial conversion feature | 570,717 | ||||||||||||||||||||||||
Debt discount and debt issuance costs | 301,917 | 1,975,501 | |||||||||||||||||||||||
Gross proceeds from convertible debt | 966,425 | ||||||||||||||||||||||||
Accrued interest | 1,031,425 | 988,923 | |||||||||||||||||||||||
Accrued interest | 0 | 30,000 | |||||||||||||||||||||||
Net proceeds | $ 158,820 | ||||||||||||||||||||||||
Granted share warrants | [1] | 9,100,000 | |||||||||||||||||||||||
Amount of debt converted | 88,000 | ||||||||||||||||||||||||
Interest expense, debt, excluding amortization | 18,000 | $ 140,000 | |||||||||||||||||||||||
Original debt discount | 0 | 900,000 | |||||||||||||||||||||||
Additional paid in capital | 41,655,026 | 41,416,632 | |||||||||||||||||||||||
Retained earnings | (33,516,736) | (25,926,069) | |||||||||||||||||||||||
Extinguishment of debt | (373,142) | (257,810) | |||||||||||||||||||||||
Convertible notes payable | 339,687 | ||||||||||||||||||||||||
Accrued Liabilities | 780,708 | 775,100 | |||||||||||||||||||||||
Additional funding to related party | 1,656,613 | 1,735,764 | |||||||||||||||||||||||
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 | 2,050,000 | ||||||||||||||||||||||||
Accrued Interest [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Amount of debt converted | $ 52,000 | ||||||||||||||||||||||||
Golden Mountain Partners LLC [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Interest expense | 90,000 | 90,000 | |||||||||||||||||||||||
Accrued interest | 4,750,000 | 4,660,000 | |||||||||||||||||||||||
Blue Lake [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Convertible debt | $ 243,000 | ||||||||||||||||||||||||
Convertible notes into common stock, shares | 3,466,853 | 3,466,583 | |||||||||||||||||||||||
Amount of debt converted | $ 181,750 | ||||||||||||||||||||||||
Convertible notes payable | 227,187 | ||||||||||||||||||||||||
Fourth Man [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Convertible debt | $ 127,000 | ||||||||||||||||||||||||
Convertible notes into common stock, shares | 1,025,000 | 1,820,395 | |||||||||||||||||||||||
Amount of debt converted | $ 71,750 | ||||||||||||||||||||||||
Convertible notes payable | 112,500 | ||||||||||||||||||||||||
Blue Lake Partners LLC [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Accrued interest | $ 30,000 | ||||||||||||||||||||||||
Convertible notes into common stock, shares | 1,428,571 | ||||||||||||||||||||||||
Amount of debt converted | $ 68,250 | ||||||||||||||||||||||||
Mast Hill Fund, LP [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Convertible notes into common stock, shares | 4,025,000 | ||||||||||||||||||||||||
Amount of debt converted | $ 280,000 | ||||||||||||||||||||||||
Bridge Investor [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Outstanding debt amount | 210,000 | ||||||||||||||||||||||||
Related party debt | $ 630,000 | ||||||||||||||||||||||||
Short term loans repaid | $ 20,000 | 20,000 | |||||||||||||||||||||||
Autotelic [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Related party debt | 1,500,000 | ||||||||||||||||||||||||
Additional funding to related party | 100,000 | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
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 unamortized principal amount | 850,000 | 850,000 | |||||||||||||||||||||||
Convertible note payable | 1,031,425 | 988,923 | |||||||||||||||||||||||
GMP Note [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt financing | $ 2,000,000 | ||||||||||||||||||||||||
Debt interest rate | 2% | ||||||||||||||||||||||||
GMP Note 2 [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt financing | $ 1,500,000 | ||||||||||||||||||||||||
Debt interest rate | 2% | ||||||||||||||||||||||||
August 2021 Convertible Notes [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Convertible note payable | 782,469 | 747,541 | |||||||||||||||||||||||
August Two Thousand Twenty One Notes [Member] | Bridge Investor [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Related party debt | 373,500 | ||||||||||||||||||||||||
Repayment of debt | 35,000 | ||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal amount | $ 340,000 | 162,000 | |||||||||||||||||||||||
Estimated default penalty | $ 70,000 | ||||||||||||||||||||||||
Note Purchase Agreements [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Convertible note payable | $ 698,500 | ||||||||||||||||||||||||
Debt instrument, description | The convertible notes carry a five (5%) percent coupon and mature one year from issuance. The majority of the August 2021 investors have the right, but not the obligation, not more than five days following the maturity date, to convert all, but not less than all, the outstanding and unpaid principal plus accrued interest into the Company’s common stock, at a conversion price of $0.18. | ||||||||||||||||||||||||
Note Purchase Agreements [Member] | Fall 2019 Notes [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt interest rate | 5% | ||||||||||||||||||||||||
Debt instrument, conversion description | The Majority Holders had the right, at any time not more than five (5) days following the Maturity Date, to elect to convert all, and not less than all, of the outstanding accrued and unpaid interest and principal on the Fall 2019 Notes. The Fall 2019 Notes may be converted, at the election of the Majority Holders, either (a) into shares of the Company’s Common Stock at a conversion price of $0.18 per share, or (b) into shares of common stock of the Edgepoint, at a conversion price of $5.00 (based on a $5.0 million pre-money valuation) of Edgepoint and 1,000,000 shares outstanding. | ||||||||||||||||||||||||
Interest expense | $ 42,500 | 42,500 | |||||||||||||||||||||||
October Purchase Agreement [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt interest rate | 2% | ||||||||||||||||||||||||
Convertible debt | $ 500,000 | ||||||||||||||||||||||||
January Purchase Agreement [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt interest rate | 2% | ||||||||||||||||||||||||
Convertible debt | $ 500,000 | ||||||||||||||||||||||||
Note Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Accrued interest | 84,000 | 49,000 | |||||||||||||||||||||||
Net proceeds | $ 691,000 | ||||||||||||||||||||||||
Conversion price | $ 0.18 | ||||||||||||||||||||||||
Proceeds from issuance of debt | 35,000 | ||||||||||||||||||||||||
Investors notes | 16,000 | ||||||||||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt discount and debt issuance costs | 0 | 500,000 | |||||||||||||||||||||||
Estimated default penalty | 400,000 | ||||||||||||||||||||||||
Fourth Man Convertible Note [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Interest expense | 25,000 | 23,000 | |||||||||||||||||||||||
Convertible note payable | 233,393 | 279,658 | |||||||||||||||||||||||
Original debt discount | 35,000 | 188,000 | |||||||||||||||||||||||
Financing balance | 162,000 | 250,000 | |||||||||||||||||||||||
Unamortized debt discount | 0 | 61,301 | |||||||||||||||||||||||
May 2023 [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt instrument, unamortized discount | 605,000 | 333,119 | |||||||||||||||||||||||
Accrued interest | 131,000 | 72,600 | |||||||||||||||||||||||
Interest expense, debt, excluding amortization | 146,000 | 500,000 | |||||||||||||||||||||||
Unamortized debt discount | 605,000 | 605,000 | |||||||||||||||||||||||
Convertible notes payable | 905,484 | 847,000 | |||||||||||||||||||||||
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 | ||||||||||||||||||||||||
May 2023 [Member] | Mast Hill Fund, LP [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal amount | 605,000 | ||||||||||||||||||||||||
Accrued interest | 131,080 | ||||||||||||||||||||||||
Convertible notes payable | 905,484 | ||||||||||||||||||||||||
Penalty interest | 169,400 | ||||||||||||||||||||||||
June 2023 [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt instrument, unamortized discount | 332,748 | 173,941 | |||||||||||||||||||||||
Interest expense | 40,200 | 40,200 | |||||||||||||||||||||||
Interest expense, debt, excluding amortization | 88,400 | 270,000 | |||||||||||||||||||||||
Estimated default penalty | 94,000 | ||||||||||||||||||||||||
Unamortized debt discount | 332,748 | 332,748 | |||||||||||||||||||||||
Convertible notes payable | 495,800 | 469,000 | |||||||||||||||||||||||
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 | ||||||||||||||||||||||||
June 2023 [Member] | Blue Lake Partners LLC [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Convertible notes payable | 495,800 | 469,000 | |||||||||||||||||||||||
Bridge Investor [Member] | Convertible Debentures [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Derivative liability | 423,000 | ||||||||||||||||||||||||
Bridge Investor [Member] | Bridge Investor [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Credit risk derivative liabilities, at fair value | 225,000 | ||||||||||||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Beneficial conversion feature | $ 28,445 | ||||||||||||||||||||||||
Debt discount and debt issuance costs | 0 | 4,400 | |||||||||||||||||||||||
Debt instrument, unamortized discount | 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 | ||||||||||||||||||||||||
Debt discount and debt issuance costs | 0 | 11,700 | |||||||||||||||||||||||
Debt instrument, unamortized discount | 0 | 0 | |||||||||||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal amount | 400,000 | ||||||||||||||||||||||||
Vyoung Trieu [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt instrument, unamortized discount | 16,444 | ||||||||||||||||||||||||
Vyoung Trieu [Member] | Convertible Debt [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Beneficial conversion feature | 131,555 | ||||||||||||||||||||||||
Debt discount and debt issuance costs | 0 | 19,500 | |||||||||||||||||||||||
Debt instrument, unamortized discount | 0 | 0 | |||||||||||||||||||||||
Gross proceeds from convertible debt | 148,000 | ||||||||||||||||||||||||
Vyoung Trieu [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal amount | $ 164,444 | ||||||||||||||||||||||||
Dr. Vuong Trieu [Member] | Note Purchase Agreements [Member] | Fall 2019 Notes [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal amount | $ 250,000 | ||||||||||||||||||||||||
Gross proceeds | 500,000 | ||||||||||||||||||||||||
Dr. Vuong Trieu [Member] | Note Purchase Agreements [Member] | Fall 2019 Notes [Member] | Related Party [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Additional funding to related party | 35,000 | ||||||||||||||||||||||||
Dr Sanjay Jha [Member] | Note Purchase Agreements [Member] | Fall 2019 Notes [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal amount | 250,000 | ||||||||||||||||||||||||
Chulho Park [Member] | Note Purchase Agreements [Member] | Fall 2019 Notes [Member] | Related Party [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Additional funding to related party | 27,000 | ||||||||||||||||||||||||
Amit Shah [Member] | Note Purchase Agreements [Member] | Fall 2019 Notes [Member] | Related Party [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Additional funding to related party | 20,000 | ||||||||||||||||||||||||
Two Accredited Investors [Member] | Note Purchase Agreements [Member] | Fall 2019 Notes [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal amount | $ 168,000 | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
5% Convertible Note [Member] | August 2021 Convertible Notes [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Convertible note payable | 747,541 | ||||||||||||||||||||||||
Convertible note payable related parties | $ 364,070 | $ 347,819 | |||||||||||||||||||||||
Five Institutional Investors [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal amount | $ 1,250,000 | $ 1,250,000 | $ 1,250,000 | ||||||||||||||||||||||
Debt interest rate | 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 | ||||||||||||||||||||||
Common shares strike price | $ 0.13 | $ 0.13 | $ 0.13 | ||||||||||||||||||||||
Placement Agent [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Conversion price | $ 0.13 | $ 0.13 | 0.13 | ||||||||||||||||||||||
Granted share warrants | 83,750 | 302,500 | 961,540 | 961,540 | 125,000 | ||||||||||||||||||||
Fourth Man LLC [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Convertible notes into common stock, shares | 1,025,000 | 1,192,857 | 1,192,857 | ||||||||||||||||||||||
Amount of debt converted | $ 72,000 | $ 43,000 | $ 50,000 | $ 50,000 | |||||||||||||||||||||
Fourth Man LLC [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal amount | $ 250,000 | ||||||||||||||||||||||||
Conversion price | $ 0.20 | $ 0.10 | |||||||||||||||||||||||
Granted total number of warrants | 1,250,000 | ||||||||||||||||||||||||
Common shares strike price | $ 0.20 | ||||||||||||||||||||||||
Mast Hill [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Convertible notes into common stock, shares | 4,025,000 | ||||||||||||||||||||||||
Amount of debt converted | $ 100,000 | ||||||||||||||||||||||||
Fourth Man Note [Member] | Blue Lake Partners LLC [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Convertible notes into common stock, shares | 2,764,286 | ||||||||||||||||||||||||
Amount of debt converted | $ 190,000 | ||||||||||||||||||||||||
Blue Lake [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Estimated default penalty | $ 0 | ||||||||||||||||||||||||
Accrued Liabilities | 161,000,000,000 | 134,000,000,000 | |||||||||||||||||||||||
Blue Lake [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Estimated default penalty | $ 68,000 | 68,000 | |||||||||||||||||||||||
Debt default principal and accrued interest percentage | 125% | ||||||||||||||||||||||||
Estimated default penalty | $ 70,000 | ||||||||||||||||||||||||
Four Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt interest rate | 25% | ||||||||||||||||||||||||
Estimated default penalty | $ 70,000 | ||||||||||||||||||||||||
One Institutional Investors [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal amount | $ 335,000 | $ 605,000 | |||||||||||||||||||||||
Debt interest rate | 12% | 12% | |||||||||||||||||||||||
Conversion price | $ 0.10 | $ 0.10 | $ 0.20 | $ 0.20 | |||||||||||||||||||||
Debt instrument interest rate effective percentage | 16% | 16% | |||||||||||||||||||||||
Granted total number of warrants | 837,500 | 3,025,000 | |||||||||||||||||||||||
Common shares strike price | $ 0.20 | $ 0.20 | |||||||||||||||||||||||
Extinguishment of debt | 258,100 | ||||||||||||||||||||||||
CFO [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Repayments of Short-Term Debt | 10,000 | $ 25,000 | |||||||||||||||||||||||
Outstanding debt amount | 35,000 | ||||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Amount received | 50,000 | ||||||||||||||||||||||||
Additional funding to related party | $ 1,400,000 | ||||||||||||||||||||||||
Chief Executive Officer [Member] | Related Party [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Additional funding to related party | $ 300,000 | ||||||||||||||||||||||||
[1]Includes 7,280,000 |
SCHEDULE OF CHANGE IN FAIR VALU
SCHEDULE OF CHANGE IN FAIR VALUE OF OUR INVESTMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Begining, investment | $ 22,640,519 | $ 22,640,519 |
Change in fair value of investment | 12,706 | |
Ending, investment | $ 22,653,225 | $ 22,640,519 |
JOINT VENTURE WITH GMP BIO AN_3
JOINT VENTURE WITH GMP BIO AND AFFILIATES, EQUITY METHOD INVESTMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||
Assets | $ 30,014,952 | $ 36,116,819 |
Liabilities | 18,403,415 | 16,923,407 |
Operating Expenses | 6,718,015 | 9,721,653 |
Gain (Loss) on Investments | $ 12,706 | |
GMP Bio [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investment, Ownership Percentage | 45% | |
JV [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Intangible Assets, Net (Excluding Goodwill) | $ 50,400,000 | |
Assets | 23,000,000 | |
Common Stock, Value, Subscriptions | 18,000,000 | |
GMP Bio [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Intangible Assets, Net (Excluding Goodwill) | 22,700,000 | |
Liabilities | 2,600,000 | |
Operating Expenses | 4,800,000 | $ 4,100,000 |
Gain (Loss) on Investments | 13,000 | |
Dragon Overseas [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Intangible Assets, Net (Excluding Goodwill) | $ 27,700,000 |
SCHEDULE OF FUNDS RECEIVED UNDE
SCHEDULE OF FUNDS RECEIVED UNDER THE SUBSCRIPTION AGREEMENT (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Subscription Agreements [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total convertible promissory, net of discounts | $ 311,693 | $ 2,566,018 |
Subscription Agreements [Member] | Accredited Investors [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total convertible promissory, net of discounts | 311,693 | 2,441,471 |
Subscription Agreements [Member] | Related Party [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total convertible promissory, net of discounts | 124,547 | |
Subscription Agreements Two [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total convertible promissory, net of discounts | 1,898,468 | |
Subscription Agreements Two [Member] | Accredited Investors [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total convertible promissory, net of discounts | $ 1,898,468 |
PRIVATE PLACEMENT (PPM-1) AND_3
PRIVATE PLACEMENT (PPM-1) AND JH DARBIE FINANCING (Details Narrative) - USD ($) | 1 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | |||
Oct. 31, 2023 | Jul. 31, 2023 | Feb. 28, 2022 | Oct. 31, 2023 | Mar. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Number of warrants for each warrant purchased | 61,500,355 | ||||||
Short term debt | $ 1,765,050 | $ 390,050 | |||||
Amortization of debt discount and debt issuance costs | 0 | 900,000 | |||||
Interest Expense [Member] | |||||||
Amortization of debt discount and debt issuance costs | 8,400 | $ 91,000 | |||||
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. Further, during the year ended December 31, 2023, the Company repaid two of the unit holders, who held 5 units and opted not to participate in the new JH Darbie financing | ||||||
JH Darbie Placement Agreement [Member] | |||||||
Percentage of units granted | 10% | ||||||
Issued in transaction | 10 | ||||||
Interest rate | 16% | ||||||
JH Darbie Placement Agreement [Member] | Warrant [Member] | |||||||
Number of common stock issued | 250,000 | 250,000 | |||||
Shares issued price per share | $ 0.12 | $ 0.12 | $ 0.12 | ||||
JH Darbie Placement Agreement [Member] | Maximum [Member] | |||||||
Issued in transaction | 200 | ||||||
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] | |||||||
Proceeds from private placement | $ 5,000,000 | ||||||
Issued in transaction | 82 | 82 | |||||
JH Darbie Placement Agreement [Member] | Accredited Investors [Member] | Warrant [Member] | |||||||
Short term debt | $ 2,050,000 |
SCHEDULE OF FAIR VALUE WARRANTS
SCHEDULE OF FAIR VALUE WARRANTS (Details) | Dec. 31, 2023 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant expected term | 1 year 1 month 13 days |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant expected term | 2 years |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 145.1 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 157.5 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 4.94 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 5.02 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 0 |
PRIVATE PLACEMENT -2 (PPM-2) _3
PRIVATE PLACEMENT -2 (PPM-2) AND JH DARBIE FUNDING (Details Narrative) - USD ($) | 1 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Oct. 31, 2023 | Jul. 31, 2023 | Oct. 31, 2023 | Sep. 30, 2023 | Mar. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | |
Short-Term Debt [Line Items] | ||||||||
Number of common stock value | $ 158,820 | |||||||
Short term debt | $ 1,765,050 | 390,050 | ||||||
Gain (Loss) on Extinguishment of Debt | $ (373,142) | $ (257,810) | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | 23,165,000 | 38,623,816 | ||||||
Additional Paid in Capital | $ 41,655,026 | $ 41,416,632 | ||||||
Amortization of debt discount (premium) | 0 | 900,000 | ||||||
Interest expense | $ 1,044,786 | 2,971,046 | ||||||
Common Stock [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Number of common stock value | $ 13,000 | |||||||
Number of common stock issued | 1,300,000 | |||||||
JH Darbie Placement Agreement [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Sale of transaction shares | 10 | |||||||
Interest rate | 16% | |||||||
Agent fees | $ 25,000 | |||||||
Debt conversion description | Subsequently, the Company paid JH Darbie an advance of $75,000 for processing the first tranche of the Financing and the balance of their fees of $75,000 in July 2023, when the Financing for both Tranche 1 and Tranche 2 was closed. The issuance of the Units in July 2023 represented the two tranches of the Financing (“Tranche 1 and 2”). Based on the placement agent agreement, JH Darbie was entitled to a non-refundable $25,000 fee to start the due diligence process and 2% due diligence fees and 13% commissions on all subsequent conversions or new funding. In addition, the Company is to provide warrant coverage equal to 13% of all of the units sold to JH Darbie. As the Company converted an aggregate of 82 units, JH Darbie was entitled to earn a total of 1,300,000 warrants. Further, in October 2023, the Company entered into a series of subscription agreements with 27 accredited investors which resulted in a conversion of a gross amount of $1.05 million, consisting of 42 notes, under the prior JH Darbie Financing into new debt to the Company. | |||||||
JH Darbie Placement Agreement [Member] | Minimum [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Sale of transaction shares | 10 | |||||||
JH Darbie Placement Agreement [Member] | Maximum [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Sale of transaction shares | 200 | |||||||
JH Darbie Placement Agreement [Member] | Warrant [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Number of common stock issued | 250,000 | 250,000 | ||||||
Shares issued price per share | $ 0.12 | $ 0.12 | $ 0.12 | |||||
JH Darbie Placement Agreement [Member] | Accredited Investors [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Sale of transaction shares | 82 | 82 | ||||||
Debt conversion description | JH Darbie and the Company are parties to a March 2023 placement agent agreement (“Agreement”) pursuant to which JH Darbie has the right to sell/convert a minimum of 10 Units and a maximum of 200 Units on a best-efforts basis. | |||||||
JH Darbie Placement Agreement [Member] | Accredited Investors [Member] | Warrant [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Short term debt | $ 2,050,000 | |||||||
J H Darbie Placement Agreement Two [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Conversion price | $ 0.10 | |||||||
Issuance cost | $ 300,000 | |||||||
Stock issued during the period warrant grant | 2,665,000 | |||||||
Interest rate | 16% | |||||||
Amortization of debt discount (premium) | $ 284,000 | |||||||
Interest expense | 50,000 | |||||||
J H Darbie Placement Agreement Two [Member] | Convertible Debt [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Interest expense | $ 122,000 | |||||||
J H Darbie Placement Agreement Two [Member] | Common Stock [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Conversion price | $ 0.008 | |||||||
Gain (Loss) on Extinguishment of Debt | $ 95,000 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | 11,300,000 | |||||||
Additional Paid in Capital | $ 95,000 | |||||||
Share Price | $ 0.12 | |||||||
J H Darbie Placement Agreement Two [Member] | One Convertible Promissory Note [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Interest rate | 16% | 16% | ||||||
Number of common stock value | $ 25,000 | $ 25,000 | ||||||
Number of common stock issued | 250,000 | 250,000 | ||||||
Conversion price | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.10 | ||||
J H Darbie Placement Agreement Two [Member] | Accredited Investors [Member] | Warrant [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Short term debt | $ 1,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
May 01, 2021 | Apr. 30, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | Dec. 01, 2022 | Jun. 30, 2022 | Oct. 31, 2015 | |
Related Party Transaction [Line Items] | ||||||||
Proceeds from convertible debt, net of repayment | $ 966,425 | |||||||
Short term loan | 88,000 | |||||||
Other Short-Term Borrowings | 1,765,050 | 390,050 | ||||||
Stock Issued During Period, Value, New Issues | 158,820 | |||||||
Short term loan | 1,765,050 | 390,050 | ||||||
Vyoung Trieu [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Other Short-Term Borrowings | $ 50,000 | |||||||
Common shares issued for cash, shares | 5 | |||||||
Stock Issued During Period, Value, New Issues | $ 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] | ||||||||
Debt Instrument, Unamortized Discount | 0 | 0 | ||||||
Proceeds from convertible debt, net of repayment | 148,000 | |||||||
Autotelic Inc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Short term loan | 1,400,000 | |||||||
Autotelic Inc [Member] | August Two Thousand And Twenty One Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Short term loan | $ 250,000 | |||||||
Short term loan | 1,500,000 | $ 120,000 | ||||||
Autotelic Inc [Member] | Related Party [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party expenses | 300,000 | 300,000 | ||||||
Master Service Agreement [Member] | Autotelic Inc [Member] | Related Party [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party expenses | 12,000 | 60,000 | ||||||
Master Service Agreement [Member] | Autotelic Inc [Member] | Vyoung Trieu [Member] | Maximum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage | 10% | |||||||
Securities Purchase Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt Instrument, Face Amount | 162,000 | $ 340,000 | ||||||
Securities Purchase Agreement [Member] | Vyoung Trieu [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt Instrument, Unamortized 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 | ||||||
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) - Common Stock [Member] - Peak One Opportunity Fund, L.P [Member] - Equity Purchase Agreement [Member] - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of common stock issued | 1.3 | |
Proceeds from issuance cost for common stock | $ 0.2 | |
Minimum [Member] | ||
Shares issued price per share | $ 0.09 | |
Maximum [Member] | ||
Shares issued price per share | $ 0.25 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||
Oct. 31, 2023 | Jul. 30, 2023 | Jun. 30, 2023 | May 31, 2023 | Feb. 28, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | Jun. 30, 2022 | May 31, 2022 | Mar. 31, 2022 | Jan. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Conversion of debt | $ 88,000 | ||||||||||||||
Proceeds from issuance cost for common stock | $ 158,820 | ||||||||||||||
Common shares issued for cash | $ 158,820 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Debt instrument converted shares | 2,050,000 | ||||||||||||||
Common shares issued for cash, shares | 1,300,000 | ||||||||||||||
Conversion of repayment of convertible debt | 2,050,000 | 7,337,248 | 8,717,856 | ||||||||||||
Common shares issued for cash | $ 13,000 | ||||||||||||||
Fourth Man LLC [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Conversion of debt | $ 72,000 | $ 43,000 | $ 50,000 | $ 50,000 | |||||||||||
Debt instrument converted shares | 1,025,000 | 1,192,857 | 1,192,857 | ||||||||||||
Debt conversion amount | $ 627,538 | $ 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 | ||||||||||||||
Fourth Man [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Conversion of debt | $ 50,000 | $ 100,000 | $ 140,000 | ||||||||||||
Debt instrument converted shares | 1,428,571 | 1,428,571 | 2,025,000 | ||||||||||||
Common shares issued for cash | $ 100,000 | $ 100,000 | $ 280,000 | ||||||||||||
Fourth Man [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Conversion of debt | $ 71,750 | ||||||||||||||
Debt instrument converted shares | 1,025,000 | 1,820,395 | |||||||||||||
Blue Lake [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Conversion of debt | $ 181,750 | ||||||||||||||
Debt instrument converted shares | 3,466,853 | 3,466,583 | |||||||||||||
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] | |||||||||||||||
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 | 300,000 | |||||||||||||
Proceeds from issuance cost for common stock | $ 23,000 | $ 47,000 | |||||||||||||
Peak One Opportunity Fund, L.P [Member] | Common Stock [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Common shares issued for cash, shares | 400,000 | ||||||||||||||
Proceeds from issuance cost for common stock | $ 38,000 | ||||||||||||||
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Share-Based Payment Arrangement [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 | 25,690,261 | |
Weighted average exercise price outstanding, ending balance | $ 0.21 | $ 0.23 | |
Options exercisable, ending balance | 13,985,261 | 15,497,761 | |
Options outstanding, grants | [1] | 9,100,000 | |
Weighted average exercise price outstanding,grants | [1] | $ 0.10 | |
Vested options shares | 7,280,000 | ||
[1]Includes 7,280,000 |
SCHEDULE OF OPTIONS TO PURCHASE
SCHEDULE OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING AND EXERCISABLE (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Outstanding Options | shares | 24,177,761 |
Weighted Average Remaining Life In Years | 7 years 6 months |
Weighted-Average Exercise Price | $ 0.21 |
Number Exercisable | shares | 13,985,261 |
Exercise Price 1 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise prices, Lower limit | $ 0.1 |
Exercise prices, Upper limit | $ 0.15 |
Number of Outstanding Options | shares | 16,250,000 |
Weighted Average Remaining Life In Years | 8 years 2 months 12 days |
Weighted-Average Exercise Price | $ 0.11 |
Number Exercisable | shares | 6,057,500 |
Exercise Price 2 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise prices, Lower limit | $ 0.16 |
Exercise prices, Upper limit | $ 0.21 |
Number of Outstanding Options | shares | 5,502,761 |
Weighted Average Remaining Life In Years | 7 years 6 months |
Weighted-Average Exercise Price | $ 0.16 |
Number Exercisable | shares | 5,502,761 |
Exercise Price 3 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise prices, Lower limit | $ 0.22 |
Exercise prices, Upper limit | $ 0.37 |
Number of Outstanding Options | shares | 1,550,000 |
Weighted Average Remaining Life In Years | 3 years 10 months 24 days |
Weighted-Average Exercise Price | $ 0.27 |
Number Exercisable | shares | 1,550,000 |
Exercise Price 4 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise prices, Lower limit | $ 0.38 |
Exercise prices, Upper limit | $ 0.72 |
Number of Outstanding Options | shares | 500,000 |
Weighted Average Remaining Life In Years | 2 years 2 months 12 days |
Weighted-Average Exercise Price | $ 0.72 |
Number Exercisable | shares | 500,000 |
Exercise Price 5 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise prices, Lower limit | $ 0.73 |
Exercise prices, Upper limit | $ 15 |
Number of Outstanding Options | shares | 375,000 |
Weighted Average Remaining Life In Years | 14 years |
Weighted-Average Exercise Price | $ 4.14 |
Number Exercisable | shares | 375,000 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
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 | 23,165,000 | 38,623,816 |
Weighted-Average Exercise Price, Issued | $ 0.12 | |
Number of Stock Options, Cancelled | (42,737,500) | (10,865,385) |
Weighted-Average Exercise Price, Expired or cancelled | $ 0.20 | |
Number of Stock Options Outstanding, ending balance | 61,500,355 | 81,072,855 |
Weighted-average exercise price, outstanding, ending balance | $ 0.15 | $ 0.18 |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted-Average Exercise Price, Issued | 0.15 | |
Weighted-Average Exercise Price, Expired or cancelled | 0.13 | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted-Average Exercise Price, Issued | $ 0.20 | |
Weighted-Average Exercise Price, Expired or cancelled | $ 0.20 |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING AND EXERCISABLE (Details) | Dec. 31, 2023 $ / shares shares |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants Outstanding, Number of Warrants | 61,500,355 |
Weighted Average Remaining Life in Years | 1 year 1 month 13 days |
Warrants Weighted Average Exercise Price | $ / shares | $ 0.15 |
Warrants Outstanding, Number of Exercisable | 61,500,355 |
Exercise Price 1 [Member] | Warrant [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.13 |
Warrants Outstanding, Number of Warrants | 961,539 |
Weighted Average Remaining Life in Years | 2 years 10 months 24 days |
Warrants Weighted Average Exercise Price | $ / shares | $ 0.13 |
Warrants Outstanding, Number of Exercisable | 961,539 |
Exercise Price 2 [Member] | Warrant [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.15 |
Warrants Outstanding, Number of Warrants | 33,000,066 |
Weighted Average Remaining Life in Years | 3 months |
Warrants Weighted Average Exercise Price | $ / shares | $ 0.15 |
Warrants Outstanding, Number of Exercisable | 33,000,066 |
Exercise Price 3 [Member] | Warrant [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.20 |
Warrants Outstanding, Number of Warrants | 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] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Weighted Average Remaining Life in Years | 3 years 2 months 26 days |
Exercise Price 3 [Member] | Warrant [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Weighted Average Remaining Life in Years | 3 years 5 months 23 days |
Exercise Price 4 [Member] | Warrant [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.20 |
Warrants Outstanding, Number of Warrants | 11,300,000 |
Weighted Average Remaining Life in Years | 1 year 6 months 7 days |
Warrants Weighted Average Exercise Price | $ / shares | $ 0.12 |
Warrants Outstanding, Number of Exercisable | 11,300,000 |
Exercise Price 5 [Member] | Warrant [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.20 |
Warrants Outstanding, Number of Warrants | 11,865,000 |
Weighted Average Remaining Life in Years | 1 year 9 months 25 days |
Warrants Weighted Average Exercise Price | $ / shares | $ 0.12 |
Warrants Outstanding, Number of Exercisable | 11,865,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unamortized stock compensation | $ 0 | |
Stock options description | Of the approximately 10 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 | $ 900,000 |
2017 Equity Incentive Plan [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period | 2,000,000 | |
2015 and 2005 Equity Incentive Plan [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period | 7,250,000 |
SCHEDULE OF COMPONENTS OF NET D
SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Stock-based compensation | $ 1,438 | $ 2,575 |
Assets | 1,304 | 2,752 |
Liability accruals | 324 | 323 |
R&D Credit | 1,372 | 1,372 |
Capital Loss | 528 | 528 |
Deferred state tax | (2,065) | (2,146) |
Net operating loss carry forward | 10,489 | 53,456 |
Total gross deferred tax assets | 13,390 | 58,860 |
Less - valuation allowance | (13,390) | (58,860) |
Net deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Operating loss carry forwards | Portions of these carryforwards will expire through 2038, if not otherwise utilized |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Business combination, contingent consideration, liability | $ 2,600,000 |
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 | 12 Months Ended | |||
Feb. 28, 2024 | Jan. 31, 2024 | Oct. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||
Stock issued during period value, conversion convertible securities | $ 504,929 | $ 624,751 | |||
Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock issued during period value, conversion convertible securities | $ 140,000 | $ 73,370 | $ 87,179 | ||
Common shares issued in connection with debt conversion, shares | 2,050,000 | 7,337,248 | 8,717,856 | ||
Subsequent Event [Member] | Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock issued during period value, conversion convertible securities | $ 33,250 | ||||
Common shares issued in connection with debt conversion, shares | 500,000 | ||||
Subscription Agreements [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Conversion of stock amount converted | $ 500,000 |