Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 12, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-36268 | |
Entity Registrant Name | MyMD Pharmaceuticals, Inc. | |
Entity Central Index Key | 0001321834 | |
Entity Tax Identification Number | 22-2983783 | |
Entity Incorporation, State or Country Code | NJ | |
Entity Address, Address Line One | 855 N. Wolfe Street | |
Entity Address, Address Line Two | Suite 601 | |
Entity Address, City or Town | Baltimore | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 21205 | |
City Area Code | (856) | |
Local Phone Number | 848-8698 | |
Title of 12(b) Security | Shares of Common Stock, no par value | |
Trading Symbol | MYMD | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 39,605,144 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and Cash Equivalents | $ 188,548 | $ 749,090 |
Marketable Securities | 15,359,954 | 4,086,902 |
Prepaid Expenses | 738,138 | 565,787 |
Total Current Assets | 16,286,640 | 5,401,779 |
Non-Current Assets | ||
Operating Lease Right-of-Use Assets | 123,815 | 139,662 |
Goodwill | 10,498,539 | 10,498,539 |
Investment in Oravax, Inc. | 1,500,000 | 1,500,000 |
Total Non-Current Assets | 12,122,354 | 12,138,201 |
Total Assets | 28,408,994 | 17,539,980 |
Current Liabilities | ||
Trade and Other Payables | 1,369,200 | 2,673,221 |
Due to MyMD Florida Shareholders | $ 29,982 | $ 29,982 |
Other Liability, Current, Related and Nonrelated Party Status [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember |
Operating Lease Liability | $ 68,004 | $ 65,780 |
Dividends Payable | 158,333 | |
Total Current Liabilities | 1,625,519 | 2,768,983 |
Non-Current Liabilities | ||
Operating Lease Liability, net of current portion | 58,027 | 75,941 |
Derivative Liabilities | 3,270,500 | |
Warrant Liabilities | 9,448,000 | |
Total Non-Current Liabilities | 12,776,527 | 75,941 |
Total Liabilities | 14,402,046 | 2,844,924 |
Commitments and Contingencies | ||
STOCKHOLDERS’ EQUITY | ||
Common stock, no par value, 500,000,000 shares authorized 39,470,009 issued and outstanding as of March 31, 2023 and December 31, 2022 | 108,378,504 | 108,309,436 |
Accumulated Deficit | (95,428,969) | (93,758,904) |
Total Stockholders’ Equity | 13,094,059 | 14,695,056 |
Total Liabilities and Stockholders’ Equity | 28,408,994 | 17,539,980 |
Series F Convertible Preferred Stock [Member] | ||
Non-Current Liabilities | ||
Series F Convertible Preferred Stock, 15,000 shares designated, no par value and a stated value of $1,000 per share, 15,000 and 0 shares issued and outstanding as of March 31, 2023 and December 31, 2022. Liquidation preference of $15,000,000 plus dividends at 10% per annum of $158,333 as of March 31, 2023. | 912,889 | |
Series D Convertible Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock value | $ 144,524 | $ 144,524 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Preferred stock, no par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, no par value | $ 0 | $ 0 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 39,470,009 | 39,470,009 |
Common stock, shares outstanding | 39,470,009 | 39,470,009 |
Series F Convertible Preferred Stock [Member] | ||
Temporary stock, shares authorized | 15,000 | 15,000 |
Temporary stock, no par value | $ 0 | $ 0 |
Temporary stock, stated value | $ 1,000 | $ 1,000 |
Temporary stock, shares issued | 15,000 | 0 |
Temporary stock, shares outstanding | 15,000 | 0 |
Temporary stock, liquidation preference value | $ 15,000,000 | |
Temporary stock, dividend rate percentage | 10% | |
Temporary stock dividend | $ 158,333 | |
Preferred stock, shares authorized | 15,000 | |
Preferred stock, shares issued | 15,000 | |
Preferred stock, shares outstanding | 15,000 | |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, no par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 211,353 | 211,353 |
Preferred stock, stated value | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 72,992 | 72,992 |
Preferred stock, shares outstanding | 72,992 | 72,992 |
Condensed Consolidated Stateme
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Product Revenue | ||
Product Cost of Sales | ||
Gross Income | ||
Administrative Expenses | 987,987 | 1,395,112 |
Research and Development Expenses | 770,430 | 2,629,741 |
Stock Based Compensation | 69,068 | 97,000 |
Warrant Issuance Expenses | 762,834 | |
Loss from Operations | (2,590,319) | (4,121,853) |
Other (Income) Expenses | ||
Interest and Dividend Income | (25,824) | (120) |
(Gain)/Loss on Sales of Marketable Securities | (175) | 1,650 |
Change in Fair Value of Marketable Securities | 1,712 | 3,092 |
Uninsured Casualty Losses | (4,442) | |
Change in Fair Value of Warrant Liabilities | (1,175,000) | |
Change in Fair Value of Derivative Liabilities | 120,700 | |
Total Other (Income) Expenses | (1,078,587) | 180 |
Loss Before Income Tax | (1,511,732) | (4,122,033) |
Income Tax Benefit | ||
Net Loss | (1,511,732) | (4,122,033) |
Preferred Stock Dividends | 158,333 | |
Net Loss Attributable to Common Stockholders | $ (1,670,065) | $ (4,122,033) |
Basic and Dilutive net loss per common share | $ (0.04) | $ (0.11) |
Weighted average basic and diluted common shares outstanding | 39,787,242 | 38,122,928 |
Condensed Consolidated State_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | ||
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | us-gaap:ProductMember | us-gaap:ProductMember |
Cost of Goods and Services Sold | ||
Cost, Product and Service [Extensible Enumeration] | us-gaap:ProductMember | us-gaap:ProductMember |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] Series F Convertible Preferred Stock [Member] | Preferred Stock [Member] Series D Convertible Preferred Stock [Member] | Common Stock [Member] | Retained Earnings [Member] | Series F Convertible Preferred Stock [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 144,524 | $ 102,064,218 | $ (78,561,568) | $ 23,647,174 | ||
Beginning balance, shares at Dec. 31, 2021 | 72,992 | 37,673,110 | ||||
Net loss | (4,122,033) | (4,122,033) | ||||
Stock-based compensation – stock options | 81,002 | 81,002 | ||||
Exercise of prepaid equity forward contracts for common stock | ||||||
Exercise of prepaid equity forward contracts for common stock, shares | 385,135 | |||||
Stock-based compensation – restricted stock units | $ 15,998 | 15,998 | ||||
Ending balance, value at Mar. 31, 2022 | $ 144,524 | $ 102,161,218 | (82,683,601) | 19,622,141 | ||
Ending balance, shares at Mar. 31, 2022 | 72,992 | 38,058,245 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 144,524 | $ 108,309,436 | (93,758,904) | 14,695,056 | ||
Beginning balance, shares at Dec. 31, 2022 | 72,992 | 39,470,009 | ||||
Net loss | (1,511,732) | (1,511,732) | ||||
Issuance of 15,000 shares of Series F Convertible Preferred Stock, net of discount and offering costs of $14,087,111 | $ 912,889 | |||||
Net of discount and offering costs, share | 15,000 | 15,000 | 550,000,000 | |||
Series F Convertible Preferred Stock Dividend | (158,333) | $ (158,333) | ||||
Stock-based compensation – stock options | 69,068 | 69,068 | ||||
Ending balance, value at Mar. 31, 2023 | $ 912,889 | $ 144,524 | $ 108,378,504 | $ (95,428,969) | $ 13,094,059 | |
Ending balance, shares at Mar. 31, 2023 | 15,000 | 72,992 | 39,470,009 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) (Parenthetical) | 3 Months Ended |
Mar. 31, 2023 USD ($) shares | |
Number of shares issued | 550,000,000 |
Series F Convertible Preferred Stock [Member] | |
Number of shares issued | 15,000 |
Payments of financing costs | $ | $ 14,087,111 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss from ongoing operations | $ (1,511,732) | $ (4,122,033) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of warrant liabilities | (1,175,000) | |
Change in fair value of derivative liabilities | 120,700 | |
(Gain)/loss on sale of marketable securities | (175) | 1,650 |
Change if fair value of marketable securities | 1,712 | 3,092 |
Stock based compensation: | ||
Options issued to key employees | 19,908 | 81,002 |
Options issued to non-employees | 49,160 | 15,998 |
Change in assets and liabilities | ||
Prepaid expenses | (172,351) | 222,226 |
Trade and other payables | (1,304,021) | 1,431,487 |
Operating leases | 157 | 396 |
Net cash used in operating activities | (3,971,642) | (2,366,182) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (13,024,559) | (562) |
Proceeds from sale of marketable securities | 1,749,970 | 3,000,000 |
Net cash provided by/(used in) investing activities | (11,274,589) | 2,999,438 |
Cash flows from financing activities | ||
Net proceeds from the issuance of Series F Convertible Preferred Stock, net of offering costs | 14,685,689 | |
Net cash provided by financing activities | 14,685,689 | |
Net increase/(decrease) in cash and cash equivalents | (560,542) | 633,256 |
Cash and cash equivalents at beginning of period | 749,090 | 555,967 |
Cash and cash equivalents at end of period | 188,548 | 1,189,223 |
Supplemental cash flow information | ||
Interest | ||
Income Taxes | ||
Supplemental Schedule of Non-Cash Financing and Investing Activities | ||
Accrual of Series F Convertible Preferred Stock Dividend | 158,333 | |
Initial fair value of warrant liabilities pursuant to the issuance of Series F Convertible Preferred Stock and Warrants | 10,623,000 | |
Initial fair value of derivative liabilities pursuant to the issuance of Series F Convertible Preferred Stock and Warrants | $ 3,149,800 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1 – Organization and Description of Business MyMD Pharmaceuticals, Inc., previously known as Akers Biosciences, Inc., is a New Jersey corporation (“MyMD”). These condensed consolidated financial statements include two wholly owned subsidiaries as of March 31, 2023, Akers Acquisition Sub, Inc. and Bout Time Marketing Corporation, (together, the “Company”). All material intercompany transactions have been eliminated in consolidation. MyMD Pharmaceuticals (Florida), Inc. (“MyMD Florida”) was formed in 2014 and is a Florida-based clinical development stage biopharmaceutical company that is developing its product candidate, MYMD-1, as an immuno regulator to treat autoimmune diseases, ageing-related diseases. Substantive operations began in 2016 and the Company’s Investigative New Drug application was filed with the U.S. Food and Drug Administration in December 2018. MyMD Florida completed its first-in-human Phase 1 clinical trial in December 2019. A second Phase 1 dosing study was completed in December 2021. MYMD-1 is being developed to treat age-related illnesses such as frailty and sarcopenia. MYMD-1 works by regulating the release of numerous pro-inflammatory cytokines, such as TNF-α, interleukin 6 (“IL-6”) and interleukin 17 (“IL-17”). MYMD-1 currently is being evaluated in a multicenter Phase 2 clinical trial in patients with sarcopenia and frailty (age-related muscle loss). Supera Pharmaceuticals, Inc. (“Supera”) was formed in September 2018 and is a Florida based development company that is developing its product candidate “Supera-CBD” as an FDA-approved synthetic analog of naturally grown cannabidiols. Substantially all of Supera’s research and development activities in 2020 and 2021 were related to intellectual property development and securing patents, along with product manufacturing and planning initial pre-clinical development activities. During the year ended December 31, 2021, these activities included preclinical work on Supera-CBD confirming it effectiveness in treating anxiety. The preclinical data was presented at the 4 th On 0.001 0.7718 On April 16, 2021, MyMD Florida entered into an Asset Purchase Agreement with Supera, a related company through common control, in which Supera was acquired by MyMD Florida through the issuance of 33,937,909 In connection with the closing of the Merger, the Company changed its name to MyMD Pharmaceuticals, Inc. and the Company Common Stock, listed previously trading through the close of business on April 16, 2021 under the trading symbol “AKER”, commenced trading on The Nasdaq Capital Market, on a post-Reverse Stock Split adjusted basis, under the trading symbol “MYMD” on April 19, 2021. On April 8, 2022, the MyMD Florida subsidiary was dissolved and merged into the New Jersey corporation MyMD Pharmaceuticals, Inc. pursuant to an Agreement and Plan of Merger dated April 8, 2022. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 – Significant Accounting Policies (a) Basis of Presentation The condensed consolidated financial statements of the Company are prepared in U.S. Dollars and in accordance with accounting principles generally accepted in the United States of America (US GAAP). The accompanying unaudited condensed financial statements have been prepared by the Company. These statements include all adjustments (consisting only of normal recurring adjustments) which management believes necessary for a fair presentation of the statements and have been prepared on a consistent basis using the accounting policies described in Note 2 Significant Accounting Policies included in the Notes to Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on March 31, 2023 (the “2022 Annual Report”). Certain financial information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the accompanying disclosures are adequate to make the information presented not misleading. The Notes to Financial Statements included in the 2022 Annual Report should be read in conjunction with the accompanying interim financial statements. The interim operating results for the three months ended March 31, 2023 may not be necessarily indicative of the operating results expected for the full year. (b) Use of Estimates and Judgments The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes for recording research and development expenses, impairment of intangible assets and the valuation of share-based payments. (c) Functional and Presentation Currency These condensed consolidated financial statements are presented in U.S. Dollars, which is the Company’s functional currency. All financial information has been rounded to the nearest dollar. Foreign Currency Transaction Gains or Losses, resulting from cash balances denominated in Foreign Currencies, are recorded in the Condensed Consolidated Statements of Comprehensive Loss. (d) Comprehensive Loss The Company follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 220 in reporting comprehensive loss. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since the Company has no items of other comprehensive income (loss), comprehensive loss is equal to net loss. (e) Cash and Cash Equivalents The Company considers all highly liquid investments, which include short-term bank deposits (up to three months from date of deposit) that are not restricted as to withdrawal date or use, to be cash equivalents. (f) Fair Value of Financial Instruments Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the three months ended March 31, 2023. The carrying amounts of cash equivalents, accounts receivable, other current assets, other assets, accounts payable, and accrued expenses approximated their fair values as of March 31, 2023 due to their short-term nature. The fair value of the bifurcated embedded derivative related to the convertible preferred stock was estimated using a Monte Carlo simulation model, which uses as inputs the fair value of the Company’s common stock and estimates for the equity volatility and traded volume volatility of the Company’s common stock, the time to maturity of the convertible preferred stock, the risk-free interest rate for a period that approximates the time to maturity, dividend rate, a penalty dividend rate, and the probability of default. The fair value of the warrant liabilities was estimated using the Black Scholes Model which uses as inputs the following weighted average assumptions: dividend yield, expected term in years; equity volatility; and risk-free interest rate. Fair Value Measurement The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques 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) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows: Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company can access. Level 2 Inputs to the valuation methodology include: ● quoted prices for similar assets or liabilities in active markets; ● quoted prices for identical or similar assets or liabilities in inactive markets; ● inputs other than quoted prices that are observable for the asset or liability; ● inputs that are derived principally from or corroborated by observable market data by correlation or other means If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. (f) Fair Value of Financial Instruments, continued The following is a description of the valuation methodologies used for assets measured at fair value as of March 31, 2023 and December 31, 2022. Schedule of Marketable Securities Marketable Securities: Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) Significant Unobservable Inputs (Level 3) Marketable securities at March 31, 2023 $ 15,359,954 $ - $ - Marketable securities at December 31, 2022 $ 4,086,902 $ - $ - Marketable securities are classified as available for sale and are valued at fair market value. Maturities of the securities are less than one year. As of March 31, 2023 and December 31, 2022, the Company held certain mutual funds, which, under FASB ASC 321-10, were considered equity investments. As such, the change in fair value in the three months ended March 31, 2023 and 2022 was a loss of $ 1,712 3,092 Gains and losses resulting from the sales of marketable securities were gains of $ 175 1,650 Proceeds from the sales of marketable securities in the three months ended March 31, 2023 and 2022 were $ 1,749,970 3,000,000 13,024,559 562 Fair Value on a Recurring Basis The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the warrant liabilities and bifurcated embedded derivatives represent Level 3 measurements. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at March 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Hierarchy of the Valuation Inputs March 31 Description Level 2023 Liabilities: Warrant liabilities (Note 3) 3 $ 9,448,000 Derivative liabilities (Note 3) 3 $ 3,270,500 The following table sets forth a summary of the change in the fair value of the warrant liabilities that is measured at fair value on a recurring basis: Schedule of Change in the Fair Value of Warrant Liability Balance on December 31, 2022 $ - Issuance of warrants reported at fair value 10,623,000 Change in fair value of warrant liabilities (1,175,000 ) Balance on March 31, 2023 $ 9,448,000 The following table sets forth a summary of the change in the fair value of the derivative liabilities that is measured at fair value on a recurring basis: Schedule of Change in the Fair Value of Bifurcated Embedded Derivative Liability Balance on December 31, 2022 $ - Issuance of convertible preferred stock with derivative liabilities 3,149,800 Change in fair value of derivative liabilities 120,700 Balance on March 31, 2023 $ 3,270,500 (g) Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging The Company has determined that the Series F Convertible Preferred Stock warrants are derivatives that are required to be accounted for as liabilities. The Company has also determined that the following embedded features in the preferred stock are not clearly and closely related to the debt host instrument: 1) make-whole interest upon a contingent redemption event, 2) make-whole interest upon a conversion event, 3) an installment redemption upon an Equity Conditions Failure (as defined in the Certificate of Designation), and 4) variable share-settled installment conversion and as such are bifurcated from the preferred stock and accounted for as liabilities. The fair value of the warrants and embedded features are estimated using internal valuation models. The Company’s valuation models utilize inputs and other assumptions and may not be reflective of the price at which they can be settled. (h) Prepaid Expenses Prepaid expenses represent expenses paid prior to the date that the related services are rendered or used are comprised principally of prepaid insurance and research and development expenses. (i) Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with financial institutions and accounts receivable. At times, the Company’s cash in banks is in excess of the FDIC insurance limit. The Company has not experienced any loss as a result of these cash deposits. These cash balances are maintained with three banks as of March 31, 2023. (j) Risk Management of Cash and Investments It is the Company’s policy to minimize the Company’s capital resources to investment risks, prioritizing the preservation of capital over investment returns. Investments are maintained in securities, primarily publicly traded, short-term money market funds based on highly rated federal, state and corporate bonds, that minimize the risk to the Company’s capital resources and provide ready access to funds. The Company’s investment portfolios are regularly monitored for risk and are held with one brokerage firm. (k) Investments Investments recorded using the cost method will be assessed for any decrease in value that has occurred that is other than temporary and the other than temporary decrease in value shall be recognized. As and when circumstances and facts change, the Company will evaluate the Company’s ability to significantly influence operational and financial policy to establish a basis for converting the investment accounted for using the cost method to the equity method of valuation in accordance with FASB ASC 323. In accordance with FASB ASC 323, the Company recognizes investments in joint ventures based upon the Company’s ability to significantly influence the operational or financial policies of the joint venture. An objective judgment of the level of influence is made at the time of the investment based upon several factors including, but not limited to the following: a) Representation on the Board of Directors b) Participation in policy-making processes c) Material intra-entity transactions d) Interchange of management personnel e) Technological dependencies f) Extent of ownership and the ability to influence decision making based upon the makeup of other owners when the shareholder group is small. The Company follows the equity method for valuating investments in joint ventures when the existence of significant influence over operational and financial policy has been established, as determined by management; otherwise, the Company will valuate these investments using the cost method. In accordance with FASB ASC 321-10-35-2, the Company has elected to measure its investment in Oravax Medical, Inc. (“Oravax”) (Note 3) as an equity security without a readily determinable fair value. Under this election, an equity security without a readily available fair value is reflected at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. At each reporting period, the Company is required to make a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired. If deemed impaired, the Company is required to estimate the fair value of the investment and recognize an impairment loss equal to the difference between the fair value of the investment and its carry amount. As of March 31, 2023, the Company performed a qualitative assessment to evaluate whether the investment is impaired and determined that the investment was not impaired and thus no adjustment to fair market value was required as of March 31, 2023. (l) Property, Plant and Equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized within “other (income)/expense” in the Condensed Consolidated Statements of Comprehensive Loss. Depreciation is recognized over the estimated useful lives of the property, plant and equipment. Leased assets are depreciated over the shorter of the lease term or their useful lives. The estimated useful lives for the current and comparative periods are as follows: Schedule of Estimated Useful Lives of Property Plant and Equipment Useful Life (in years) Plant and equipment 5 12 Furniture and fixtures 5 10 Computer equipment & software 3 5 Leasehold Improvements Shorter of the remaining lease or estimated useful life Depreciation methods, useful lives and residual values are reviewed at each reporting date. (m) Intangible Assets The Company’s long-lived intangible assets, other than goodwill, are assessed for impairment when events or circumstances indicate there may be an impairment. These assets were initially recorded at their estimated fair value at the time of acquisition and assets not acquired in acquisitions were recorded at historical cost. However, if their estimated fair value is less than the carrying amount, other intangible assets with indefinite lives are reduced to their estimated fair value through an impairment charge in the Condensed Consolidated Statements of Comprehensive Loss. Patents and Trade Secrets Propriety protection for the Company’s products, technology and process is important to its competitive position. As of March 31, 2023, the Company has 16 issued U.S. patents, 50 foreign patents, three pending U.S. patent applications and 15 foreign patent applications pending in such jurisdictions as Australia, Canada, China, European Union, Israel, Japan and South Korea, which if issued are expected to expire between 2036 and 2041. Management intends to protect all other intellectual property (e.g. copyrights, trademarks and trade secrets) using all legal avenues available to the Company. The Company records expenses related to the application for and maintenance of patents as a component of research and development expenses on the Condensed Consolidated Statement of Comprehensive Loss. Patent Costs Patents may be purchased from third parties. The costs of acquiring the patent are capitalized as patent costs if it represents a future economic benefit to the Company. Once a patent is acquired it is amortized over its remaining useful life and assessed for impairment when necessary. Other Intangible Assets Other intangible assets that are acquired by the Company, which have definite useful lives, are measured at cost less accumulated amortization and accumulated impairment losses. Amortization Amortization is recognized on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows: Schedule of Estimated Useful Lives of Intangible Assets Useful Life (in years) Patents and trademarks 12 17 (n) Goodwill Goodwill is evaluated annually for impairment or whenever we identify certain triggering events or circumstances that would more likely than not reduce the fair value below its carrying amount. Events or circumstances that might indicate an interim evaluation is warranted include, among other things, unexpected adverse business conditions, economic factors (for example, the loss of key personnel), supply costs, unanticipated competitive activities, and acts by governments and courts. (o) Recoverability of Long-Lived Assets In accordance with FASB ASC 360-10-35 “Impairment or Disposal of Long-lived Assets”, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to dispose of such assets. (p) Right-of-Use Assets The Company leased a facility in Tampa, Florida (“Hyde Park”) under an operating lease (“Hyde Park Lease”) with annual rentals of $ 22,048 23,320 36 June 30, 2022 The Company leases a facility in Baltimore, Maryland (“2021 Wolfe St”) under an operating lease (“2021 Baltimore Lease”) with annual rentals of $ 52,800 56,016 12 November 30, 2022 12 The Company leases a facility in Tampa, Florida (“Platt St”) under an operating lease (“Platt Street Lease”) with annual rentals of $ 22,030 23,259 36 On January 1, 2019 (“Effective Date”), the Company adopted FASB ASC, Topic 842, Leases (“ASC 842”), which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The new guidance requires the recognition of the right-of-use (“ROU”) assets and related operating and finance lease liabilities on the balance sheet. The Company adopted the new guidance using the modified retrospective approach on January 1, 2019. The Company elected the package of practical expedients permitted within the standard, which allows an entity to forgo reassessing (i) whether a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a lease meet the definition of initial direct costs. Also, the Company elected the expedient allowing an entity to use hindsight to determine the lease term and impairment of ROU assets and the expedient to allow the Company to not have to separate lease and non-lease components. The Company has also elected the short-term lease accounting policy under which the Company would not recognize a lease liability or ROU asset for any lease that at the commencement date has a lease term of twelve months or less and does not include a purchase option that the Company is more than reasonably certain to exercise. For contracts entered into on or after the Effective Date, at the inception of a contract, the Company will assess whether the contract is, or contains, a lease. The Company’s assessment is based on: (i) whether the contract involves the use of a distinct identified asset, (ii) whether the Company obtained the right to substantially all the economic benefit from the use of the asset throughout the period, and (iii) whether the Company has the right to direct the use of the asset. Leases entered into prior to January 1, 2020, which were accounted for under ASC 840, were not reassessed for classification. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. The Company generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease. The present value of the lease payments is calculated using the incremental borrowing rate for operating leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The lease term for all the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. All ROU assets are reviewed for impairment. Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. The Company’s operating leases are comprised of the 2021 Baltimore Lease and the Platt Street Lease on the Condensed Consolidated Balance Sheet. The information related to these leases are presented below: Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease As of March 31, 2023 As of December 31, 2022 Platt Street 2021 Baltimore Platt Street 2021 Baltimore Balance Sheet Location Lease Lease Total Lease Lease Total Operating Lease Lease Right of Use $ 40,802 $ 83,013 $ 123,815 $ 45,353 $ 94,309 $ 139,662 Lease Payable, current 19,367 48,637 68,004 18,741 47,039 65,780 Lease Payable - net of current 22,046 35,981 58,027 27,070 48,871 75,941 The following provides details of the Company’s lease expense: Schedule of Lease Expense Three Months Ended Three Months Ended Platt Street 2021 Baltimore Hyde Park 2021 Baltimore Lease Expenses Lease Lease Total Lease Lease Total Operating Leases Lease Costs $ 5,660 $ 13,600 $ 19,260 $ 6,261 $ 13,200 $ 19,461 Other information related to leases is presented below: Schedule of Other Information Related to Leases As of March 31, 2023 Platt 2021 Baltimore Other Information Street Lease Lease Total Operating Leases Operating cash used $ 4,266 $ 13,956 $ 18,222 Average remaining lease term 24 20 22 Average discount rate 10.0 % 10.0 % 10.0 % As of March 31, 2023, the annual minimum lease payments of the Company’s operating lease liabilities were as follows: Schedule of Operating Lease Minimum Lease Payments Street Lease Lease Total As of March 31, 2023 Platt 2021 Baltimore Street Lease Lease Total For Years Ending December 31, 2023 (nine months) $ 16,978 $ 40,924 $ 57,902 2024 23,103 51,348 74,451 2025 5,814 - 5,814 Total future minimum lease payments, undiscounted $ 45,895 $ 92,272 $ 138,167 Less: Imputed interest 4,482 7,654 12,136 Present value of future minimum lease payments $ 41,413 $ 84,618 $ 126,031 (q) Revenue Recognition The Company will recognize revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle: 1) Identify the contract with the customer 2) Identify the performance obligations in the contract 3) Determine the transaction price 4) Allocate the transaction price to the performance obligations in the contract 5) Recognize revenue when the company satisfies a performance obligation (r) Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of March 31, 2023and December 31, 2022, no liability for unrecognized tax benefits was required to be reported. There was no income tax benefit recorded for the losses for the three months ended March 31, 2023 and 2022 since management determined that the realization of the net deferred tax assets is not more likely than not to be realized and has recorded a full valuation allowance on the net deferred tax assets. The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general and administrative expenses. There were no Tax years from 2019 through 2022 remain subject to examination by federal and state jurisdictions. (s) Basic and Diluted Earnings per Share of Common Stock Basic earnings per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Potential common shares that would have the effect of increasing diluted earnings per share are considered anti-dilutive. Diluted net loss per share is computed using the weighted average number of shares of Common Stock and dilutive potential Common Stock outstanding during the period. As the Company reported a net loss for the three months ended March 31, 2023 and 2022, Common Stock equivalents were anti-dilutive. As of March 31, 2023 and 2022, the following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share 2023 2022 For the Three Months Ended March 31, 2023 2022 Stock Options 4,376,737 4,376,737 Unvested Restricted Stock Units 2,795,000 2,795,000 Warrants to purchase Common Stock 13,166,712 5,072,432 Pre-funded Warrants to purchase Common Stock 135,135 135,135 Series C Convertible Preferred Warrants 27,500 27,500 Series D Convertible Preferred Stock 36,496 36,496 Series F Convertible Preferred Stock 6,651,885 - Total potentially dilutive shares 27,189,465 12,443,300 (t) Stock-based Payments The Company accounts for stock-based compensation under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting (the “2018 Update”). The amendments in the 2018 Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. Prior to the 2018 Update, Topic 718 applied only to share-based transactions to employees. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. The Company has elected to account for forfeiture of stock-based awards as they occur. (u) Research and Development Costs In accordance with FASB ASC 730, research and development costs are expensed as incurred and consist of fees paid to third parties that conduct certain research and development activities on the Company’s behalf. (v) Recently Issued Accounting Pronouncements Recently Issued Accounting Pronouncements Adopted In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40), Issuer’s Accounting for Certain Modifications or Exchanges or Freestanding Equity - Classified Written Call Options. In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This standard establishes an impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which is intended to result in a timelier recognition of losses. Under the CECL m |
Recent Developments, Liquidity
Recent Developments, Liquidity and Management’s Plans | 3 Months Ended |
Mar. 31, 2023 | |
Recent Developments Liquidity And Managements Plans | |
Recent Developments, Liquidity and Management’s Plans | Note 3 – Recent Developments, Liquidity and Management’s Plans Closing of the Merger and Reverse Stock Split On April 16, 2021, pursuant to the previously announced Agreement and Plan of Merger and Reorganization, dated November 11, 2020 (the “Original Merger Agreement”), as amended by Amendment No. 1 thereto, dated March 16, 2021 (the Original Merger Agreement, as amended by Amendment No. 1, the “Merger Agreement”), by and among MyMD, a New Jersey corporation previously known as Akers Biosciences, Inc., XYZ Merger Sub, Inc. (“Merger Sub”), and MyMD Pharmaceuticals (Florida), Inc., a Florida corporation previously known as MyMD Pharmaceuticals, Inc. (“MyMD Florida”), Merger Sub was merged with and into MyMD Florida, with MyMD Florida continuing after the merger as the surviving entity and a wholly owned subsidiary of the Company (the “Merger”). At the effective time of the Merger, without any action on the part of any stockholder, each issued and outstanding share of pre-Merger MyMD Florida’s Common Stock, par value $ 0.001 0.7718 Summary of Milestone Events Payment Milestone Event Milestone Payment Market capitalization of the combined company for at least ten ( 10 $ 20,000,000 For every $250,000,000 incremental increase in market capitalization of the combined company after the First Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period, up to a $1,000,000,000 market capitalization of the combined company $ 10,000,000 per each incremental increase (it being understood, however, that, if such incremental increase results in market capitalization equal to $1,000,000,000, such $10,000,000 payment in respect of such incremental increase shall be payable without duplication of any amount payable in respect of a Second Milestone Event, as defined below). Market capitalization of the combined company for at least 10 $ 25,000,000 For every $1,000,000,000 incremental increase in market capitalization of the combined company after the Second Milestone Event to the extent such incremental increase occurs for at least 10 $ 25,000,000 For purposes of the table above, “market capitalization” means, with respect to any trading day, the product of (i) the total outstanding shares of the combined company Common Stock and (ii) the volume weighted average trading price for the combined company Common Stock for such trading day. Immediately following the effective time of the Merger, the Company effected a 1-for-2 reverse stock split of the issued and outstanding Company Common Stock (the “Reverse Stock Split”). Upon completion of the Merger and the transactions contemplated in the Merger Agreement, (i) the former MyMD Florida equity holders owned approximately 77.05% of the outstanding equity of the Company on a fully diluted basis, assuming the exercise in full of the pre-funded warrants to purchase 986,486 4,188,315 22.95 Effective as of 4:05 pm Eastern Time on April 16, 2021, we filed an amendment to its Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split. As a result of the Reverse Stock Split, immediately following the effective time of the Merger, every two shares of our Common Stock held by a stockholder immediately prior to the Reverse Stock Split were combined and reclassified into one share of our Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Each stockholder who did not have a number of shares evenly divisible pursuant to the Reverse Stock Split ratio and who would otherwise be entitled to receive a fractional share of our Common Stock was entitled to receive an additional share of our Common Stock. The February 2023 Offering On February 21, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which it agreed to sell to the Investors (i) an aggregate of 15,000 1,000 6,651,885 shares of the Company’s common stock, no par value (the “Common Stock”) at a conversion price of $ 2.255 6,651,885 February 2023 Offering Series F Convertible Preferred Stock The Preferred Shares will be convertible into Common Stock (the “Conversion Shares”) at the election of the holder at any time at an initial conversion price of $ 2.255 (i) the Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Company’s Common Stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) the Floor Price (as defined below). For purposes of the Certificate of Designation, the “Floor Price” means the lower of (x) $ 0.4014 6.765 3,000,000 The holders of the Preferred Shares will be entitled to dividends of 10 15 158,333 Notwithstanding the foregoing, the Company’s ability to settle conversions and make amortization and dividend make-whole payments using shares of Common Stock is subject to certain limitations set forth in the Certificate of Designations, including a limit on the number of shares that may be issued until the time, if any, that the Company obtains the Stockholder Approval. Further, the Certificate of Designations contains a certain beneficial ownership limitation after giving effect to the issuance of shares of Common Stock issuable upon conversion of, or as part of any amortization payment or dividend make-whole payment under, the Certificate of Designations or Warrants. The Certificate of Designations includes certain Triggering Events (as defined in the Certificate of Designations), including, among other things, the Company’s failure to pay any amounts due to the holders of the Preferred Shares when due. In connection with a Triggering Event, each holder of Preferred Shares will be able to require the Company to redeem in cash any or all of the holder’s Preferred Shares at a premium set forth in the Certificate of Designations. The Preferred Shares were determined to be more akin to a debt-like host than an equity-like host. The Company identified the following embedded features that are not clearly and closely related to the debt host instrument: 1) make-whole interest upon a contingent redemption event, 2) make-whole interest upon a conversion event, 3) an installment redemption upon an Equity Conditions Failure (as defined in the Certificate of Designation), and 4) variable share-settled installment conversion. These features were bundled together, assigned probabilities of being affected and measured at fair value. Subsequent changes in fair value of these features are recognized in the Condensed Consolidated Statement of Comprehensive Loss. The Company estimated the $ 3,149,000 1.90 120.0 190.0 1.35 6.8 10.0 15.0 0.5 The discount to the fair value is included as a reduction to the carrying value of the Preferred Shares. During the three months ended March 31, 2023, the Company recorded a total discount of $ 14,087,111 3,149,000 314,311 10,623,000 During the three months ended March 31, 2023, the Company recorded a loss of $ 120,700 derivative liabilities Condensed Consolidated Comprehensive Loss 3,270,500 1.72 125.0 195.0 1.25 6.4 10.0 15.0 0.4 Common Stock Warrants Pursuant to the February 2023 Offering, the Company issued to investors Warrants to purchase 6,651,885 2.255 The Warrants were determined to be within the scope of ASC 480-10 as they are puttable to the Company at Holders’ election upon the occurrence of a Fundamental Transaction (as defined in the agreements). As such, the Company recorded the Warrants as a liability at fair value with subsequent changes in fair value recognized in earnings. The Company utilized the Black Scholes Model to calculate the value of these warrants issued during the three months ended March31, 2023. The fair value of the Warrants of $ 10,623,000 0 %; expected term of 5.0 years; equity volatility of 125.0 %; and a risk-free interest rate of 4.09 %. Transaction costs incurred attributable to the issuance of the Warrants of $ 762,834 were immediately expensed in accordance with ASC 480. During the three months ended March 31, 2023, the Company recorded a gain of $ 1,175,000 warrant liabilities Condensed Consolidated Comprehensive Loss 9,448,000 0 %; remaining term of 4.9 years; equity volatility of 125.0 %; and a risk-free interest rate of 3.61 %. Liquidity As of March 31, 2023, the Company’s cash on hand was $ 188,548 15,359,954 1,511,732 14,661,121 13,094,059 95,428,969 3,971,642 1,511,732 172,351 1,304,021 1,175,000 The Company evaluated the current cash requirements for operations in conjunction with management’s strategic plan and believes that the Company’s current financial resources as of the date of the issuance of these condensed consolidated financial statements are sufficient to fund its current operating budget and contractual obligations as of March 31, 2023 as they fall due within the next twelve-month period, alleviating any substantial doubt raised by the Company’s historical operating results and satisfying its estimated liquidity needs for twelve months from the issuance of these condensed consolidated financial statements. |
Trade and Other Payables
Trade and Other Payables | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Trade and Other Payables | Note 4 – Trade and Other Payables Trade and other payables consist of the following: Schedule of Trade and Other Payables March 31, 2023 December 31, 2022 Accounts Payable – Trade $ 1,199,256 $ 2,356,555 Accrued Expenses 169,944 316,666 Trade and other payables, Total $ 1,369,200 $ 2,673,221 |
Stock-based Payments
Stock-based Payments | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Payments | Note 5 – Stock-based Payments Equity incentive Plans 2013 Stock Incentive Plan On January 23, 2014, the Company adopted the 2013 Stock Incentive Plan (“2013 Plan”). The 2013 Plan was amended by the Board on January 9, 2015 and September 30, 2016, and such amendments were ratified by shareholders on December 7, 2018. The 2013 Plan provides for the issuance of up to 2,162 1,406 756 2016 Stock Incentive Plan On December 21, 2016, the shareholders approved, and the Company adopted the 2016 Stock Incentive Plan (“2016 Plan”). The 2016 Plan provides for the issuance of up to 50,000,000 4,188,315 2017 Stock Incentive Plan On August 7, 2017, the shareholders approved, and the Company adopted the 2017 Stock Incentive Plan (“2017 Plan”). The 2017 Plan provides for the issuance of up to 3,516 2,538 978 2018 Stock Incentive Plan On December 7, 2018, the shareholders approved, and the Company adopted the 2018 Stock Incentive Plan (“2018 Plan”). On August 27, 2020, the 2019 Plan was modified to increase the total authorized shares. The 2018 Plan, as amended, provides for the issuance of up to 560,063 263,026 297,037 2021 Stock Incentive Plan On April 15, 2021, the shareholders approved, and the Company adopted the 2021 Stock Incentive Plan (“2021 Plan”). The 2021 Plan provides for the issuance of up to 7,228,184 3,149,207 4,078,977 Stock Options The following table summarizes the activities for MyMD stock options for the three months ended March 31, 2023: Summary of Stock Options Activity Weighted Average Weighted Weighted Remaining Number Average Average Contractual Aggregate of Exercise Grant Date Term Intrinsic Shares Price Fair Value (years) Value Balance at December 31, 2022 4,476,737 $ 2.64 $ 2.64 0.64 $ - Granted - - - - $ - Exercised - - - - - Forfeited - - - - - Canceled/Expired - - - - - Balance at March 31, 2023 4,476,737 2.64 2.64 0.40 $ - Exercisable as of March 31, 2023 4,376,737 2.61 2.61 0.27 $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $ 1.72 1.15 During the three months ended March 31, 2023 and 2022, the Company incurred stock option expenses totaling $ 69,068 81,002 44,780 636,658 Restricted Stock Units On October 14, 2021, the Compensation Committee of the Board of Directors approved grants totaling 2,795,000 8.09 ● One-third (33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $500,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the Common Stock equals or exceeds $5.00 during such trading day period ● One-third (33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $750,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the Common Stock equals or exceeds $5.00 during such trading day period ● The remaining awarded units will vest when the Company’s market capitalization is equal to or greater than $1,000,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the Common Stock equals or exceeds $5.00 during such trading day period ● In the event that (i) a change in control occurs or (ii) the participant incurs a termination of service by the Company without cause or due to the participant’s death or total and permanent disability, then all unvested units shall become vested units immediately upon the occurrence of such event. As of March 31, 2023, none of the vesting milestones have been met. The following is the status of outstanding unvested restricted stock units outstanding as of March 31, 2023 and the changes for the three months ended March 31, 2023: Summary of Restricted Stock Units Activity Weighted Average Number of Grant Date RSUs Fair Value Balance at December 31, 2022 2,795,000 $ 8.09 Granted - - Exercised - - Vested - - Forfeited - - Canceled/Expired - - Balance at March 31, 2023 $ 2,795,000 $ 8.09 As of March 31, 2023, the unamortized value of the RSUs was $ 22,611,550 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Equity | Note 6 – Equity Authorized Capital Stock The Company’s authorized capital stock consists of 550,000,000 500,000,00 50,000,000 1,990,000 211,353 100,000 15,000 39,470,009 no 72,992 27,500 15,000 Preferred Stock The holders of preferred shares or preferred warrants are entitled to vote per share, as limited by the certificate of designation for each class of preferred shares or warrants, at meetings of the Company. Series D Convertible Preferred Stock The following are the principal terms of the Series D Preferred Stock: Rank The Series D Preferred Stock ranks (1) on parity with Common Stock on an “as converted” basis, (2) senior to any series of our capital stock hereafter created specifically ranking by its terms junior to the Series D Preferred Stock, (3) on parity with any series of our capital stock hereafter created specifically ranking by its terms on parity with the Series D Preferred Stock, and (4) junior to any series of our capital stock hereafter created specifically ranking by its terms senior to the Series D Preferred Stock in each case, as to dividends or distributions of assets upon our liquidation, dissolution or winding up whether voluntary or involuntary. Conversion Rights A holder of Series D Preferred Stock is entitled at any time to convert any whole or partial number of shares of Series D Preferred Stock into shares of our Common Stock, determined by dividing the stated value equal to $ 0.01 0.01 A holder of Series D Preferred Stock is prohibited from converting Series D Preferred Stock into shares of Common Stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of our Common Stock then issued and outstanding (with such ownership restriction referred to as the “Series D Beneficial Ownership Limitation”) immediately after giving effect to the issuance of the shares of Common Stock issuable upon conversion of the Series D Preferred Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to us. The conversion rate of the Series D Preferred Stock is subject to proportionate adjustments for stock splits, reverse stock splits and similar events, but is not subject to adjustment based on price anti-dilution provisions Dividend Rights In addition to stock dividends or distributions for which proportionate adjustments will be made, holders of Series D Preferred Stock are entitled to receive dividends on shares of Series D Preferred Stock equal, on an as-if-converted-to-common-stock basis, to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends are payable on shares of Series D Preferred Stock. Voting Rights Subject to the Series D Beneficial Ownership Limitation, on any matter presented to our stockholders for their action or consideration at any meeting of our stockholders (or by written consent of stockholders in lieu of a meeting), each holder, in its capacity as such, shall be entitled to cast the number of votes equal to the number of whole shares of our Common Stock into which the Series D Preferred Stock beneficially owned by such holder are convertible as of the record date for determining stockholders entitled to vote on or consent to such matter (taking into account all Series D Preferred Stock beneficially owned by such holder). Except as otherwise required by law or by the other provisions of the Certificate of Designation of Series D Convertible Preferred Stock (the “Series D Certificate of Designation”), the holders of Series D Preferred Stock, in their capacity as such, shall vote together with the holders of our Common Stock and any other class or series of stock entitled to vote thereon as a single class. Liquidation Rights Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Series D Preferred Stock are entitled to receive, pari passu Exchange Listing Series D Preferred Stock is not listed on the Nasdaq, any national securities exchange or other nationally recognized trading system. Our Common Stock issuable upon conversion of the Series D Preferred Stock is listed on the Nasdaq under the symbol “MYMD”. Failure to Deliver Conversion Shares If we fail to timely deliver shares of Common Stock upon conversion of the Series D Preferred Stock (the “Series D Conversion Shares”) within the time period specified in the Series D Certificate of Designation (within two trading days after delivery of the notice of conversion, or any shorter standard settlement period in effect with respect to trading market on the date notice is delivered), then we are obligated to pay to the holder, as liquidated damages, an amount equal to $25 per trading day (increasing to $50 per trading day on the third trading day and $100 per trading day on the sixth trading day) for each $5,000 of stated value of Series D Preferred Stock being converted which are not timely delivered. If we make such liquidated damages payments, we are also not obligated to make Series D Buy-In (as defined below) payments with respect to the same Series D Conversion Shares Compensation for Series D Buy-In on Failure to Timely Deliver Shares If we fail to timely deliver the Series D Conversion Shares to the holder, and if after the required delivery date the holder is required by its broker to purchase (in an open market transaction or otherwise) or the holder or its brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the holder of the Series D Conversion Shares which the holder anticipated receiving upon such conversion or exercise (a “Series D Buy-In”), then we are obligated to (A) pay in cash to such holder (in addition to any other remedies available to or elected by such holder) the amount, if any, by which (x) such holder’s total purchase price (including any brokerage commissions) for the shares of Common Stock so purchased exceeds (y) the product of (1) the aggregate number of Series D Conversion Shares that such holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such holder, either reissue (if surrendered) the shares of Series D Preferred Stock equal to the number of shares of Series D Preferred Stock submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver to such holder the number of Series D Conversion Shares that would have been issued if we had timely complied with its delivery requirements. As of March 31, 2023, the Company had 72,992 36,496 Series F Convertible Preferred Stock The following are the principal terms of the Series F Preferred Stock: Dividends The holders of the Series F Preferred Stock will be entitled to dividends of 10.0 15.0 Voting Rights The Series F Preferred Stock has no voting rights, except as required by law (including without limitation, the New Jersey Business Corporation Act (the “BCA”)) and as expressly provided in the Series F Certificate of Designation. To the extent that under the BCA the vote of the holders of shares of Series F Preferred Stock, voting separately as a class or series, as applicable, is required to authorize a given action of the Company, the affirmative vote or consent of a majority of the outstanding shares of Series F Preferred Stock, voting together in the aggregate and not in separate series unless required under the BCA, represented at a duly held meeting at which a quorum is presented or by written consent of such majority (except as otherwise may be required under the BCA) shall constitute the approval of such action by both the class or the series, as applicable. To the extent that under the BCA holders of shares of Series F Preferred Stock are entitled to vote on a matter with holders of shares of Common Stock, voting together as one class, each share of Series F Preferred Stock shall entitle the holder thereof to cast that number of votes per share as is equal to the number of shares of Common Stock into which it is then convertible (subject to certain beneficial ownership limitations) using the record date for determining the stockholders of the Company eligible to vote on such matters as the date as of which the Conversion Price is calculated. Liquidation Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the each holder shares of the Series F Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount per share of Series F Preferred Stock equal to the greater of (A) 125% of the stated value of such share of Series F Preferred Stock (plus any applicable make-whole amount, unpaid late charge or other applicable amount) on the date of such payment and (B) the amount per share such holder would receive if such holder converted such share of Series F Preferred Stock into Common Stock immediately prior to the date of such payment. All shares of capital stock of the Company shall be junior in rank to all shares of Series F Preferred Stock with respect to the preferences as to payments upon the liquidation Conversion The Series F Preferred Stock is convertible into shares of Common Stock (the “Conversion Shares”). The initial conversion price, subject to adjustment as set forth in the Series F Certificate of Designation, is $ 2.255 The Conversion Price can be adjusted as set forth in the Series F Certificate of Designation for stock dividends and stock splits or the occurrence of a fundamental transaction (generally including any reorganization, recapitalization or reclassification of the Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of the outstanding Common Stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by the outstanding Common Stock). The Conversion Price is also subject to “full ratchet” price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). If any shares of Series F Preferred Stock are converted or reacquired by us, such shares shall resume the status of authorized but unissued shares of Series F Preferred Stock of the Company and shall no longer be designated as Series F Preferred Stock The Company will be required to redeem the shares of Series F Preferred Stock in 12 equal monthly installments, commencing on July 1, 2023. The amortization payments due upon such redemption are payable, at the company’s election, in cash, or subject to certain limitations, in shares of Common Stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) a 80% of the average of the three lowest closing prices of the Company’s Common Stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) the Floor Price (as defined below). For purposes of the Series F Certificate of Designation, the “Floor Price” means the lower of (x) $0.4014 and (y) 20% of the “Minimum Price” (as defined in Rule 5635 of the Rules of the Nasdaq Stock Market) on the date of the Stockholder Approval (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock Market; provided that if the amount set forth in clause B is the lowest effective price, the Company will be required to pay the amortization payment in cash Exchange Cap The Series F Preferred Stock will not be convertible into shares of Common Stock in excess of 19.99 Optional Conversion The Series F Preferred Stock can be converted at the option of the holder at any time and from time to time after the original issuance date. Holders shall effect conversions by providing us with the form of conversion notice (the “Notice of Conversion”) specifying the number of shares of Series F Preferred Stock to be converted, the number of shares of Series F Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable holder delivers by email such Notice of Conversion to us. Mandatory Conversion If on any day after the issuance of the shares of Series F Preferred Stock the closing price of the Common Stock has exceeded 300% of the Conversion Price per share (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) for 20 consecutive trading days and the daily dollar trading volume of the Common Stock has exceeded $3,000,000 per trading day during the same period and certain equity conditions described in the Series F Certificate of Designation are satisfied (the “Mandatory Conversion Date”), we shall deliver written notice of the Mandatory Conversion (as defined below) to all holders on the Mandatory Conversion Date and, on such Mandatory Conversion Date, we shall convert all of each holder’s shares of Series F Preferred Stock into Conversion Shares at the then effective Conversion Price (the “Mandatory Conversion”) Beneficial Ownership Limitation The Series F Preferred Stock cannot be converted to Common Stock if the holder and its affiliates would beneficially own more than 4.99% or 9.99% at the election of the holder of the outstanding Common Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon notice to us, provided that any increase in this limitation will not be effective until 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder providing such notice During the three months ended March 31, 2023, the Company recorded a loss of approximately $ 0.1 million related to the change in fair value of the derivative liabilities 3.3 1.72 125.0 195.0 1.25 6.4 10.0 15.0 0.4 As of March 31, 2023, the Company had 15,000 6,651,885 Common Stock The holders of common shares are entitled to one vote per share at meetings of the Company. As of March 31, 2023, the Company had 39,470,009 Common Stock Warrants The table below summarizes the warrant activity for the three months ended March 31, 2023: Summary of Warrant Activity Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2022 6,514,827 $ 4.93 3.63 $ - Issued 6,651,885 2.255 4.99 - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at March 31, 2023 13,168,712 $ 3.58 4.15 $ - Exercisable as of March 31, 2023 13,168,712 $ 3.58 4.15 $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $ 1.72 1.15 On July 7, 2022, the Company issued warrants to purchase up to 38,265 shares of its Common Stock at an exercise price of $ 5.98 to a vendor for services. The cumulative fair market value of $ 93,233 as calculated using Black-Scholes (exercise price $ 5.98 per share, stock price $ 2.99 per share, volatility of 131.06 %, discount rate of 3.07 % and a five - year term). The warrants are exercisable at any time and from time to time, in whole or in part, following the date of issuance and for a term of five years from the effective date. The fair-market value of the warrants was amortized over the life of the service contract which expired on October 7, 2022. During the three months ended March 31, 2023 and 2022, the Company incurred $ 0 On August 17, 2022, in connection with the August Offering, the Company issued unregistered investor warrants to purchase up to 1,411,764 5.25 Pursuant to the February 2023 Offering, the Company issued to investors Warrants to purchase 6,651,885 2.255 Pre-funded Common Stock Warrants The table below summarizes the pre-funded warrant activity for the three months ended March 31, 2023: Summary of Warrant Activity Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2022 135,135 $ 0.002 - $ 155,135 Issued - - - - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at March 31, 2023 135,135 $ 0.002 - $ 232,162 Exercisable as of March 31, 2023 135,135 $ 0.002 - $ 232,162 All pre-funded warrants were vested on date of grant and are exercisable at any time. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying award and the closing stock price of $ 1.72 1.15 Series C Convertible Preferred Stock Warrants The table below summarizes the warrant activity for the year ended March 31, 2023: Summary of Warrant Activity Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2022 27,500 $ 8.00 1.94 $ - Issued - - - - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at March 31, 2023 27,500 $ 8.00 1.70 $ - Exercisable as of March 31, 2023 27,500 $ 8.00 1.70 $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $ 1.72 1.15 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 – Commitments and Contingencies Scientific Advisory Board On February 1, 2021, the Company formed the Scientific Advisory Board to (i) provide strategic advice and make recommendations to management regarding current and planned research and development programs, (ii) advise management regarding the scientific merit of technology or products involved in licensing and acquisition opportunities and (iii) provide strategic advice to management regarding emerging science and technology issues and trends. During the three months ended March 31, 2023 and 2022, the Company incurred costs of $ 0 48,000 Litigation and Settlements Raymond Akers Actions On April 14, 2021, Raymond F. Akers, Jr., Ph.D. filed a lawsuit against MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.) in the Superior Court of New Jersey, Law Division, Gloucester County (the “First Raymond Akers Action”). Mr. Akers asserts one common law whistleblower retaliation claim against the Company. On September 23, 2021, the Court granted MyMD Pharmaceutical, Inc.’s (“MyMD’s”) Motion to Dismiss Plaintiff’s Amended Complaint and dismissed Plaintiff’s Amended Complaint. The Court indicated that Mr. Akers is “free to file another complaint, however, tort-based ‘Pierce’ allegations, and/or CEPA claims are barred by the statute of limitations.” On March 1, 2022, Mr. Akers filed a second action against MyMD in the Superior Court of New Jersey, Law Division, Gloucester County (the “Second Raymond Akers Action”) again asserting one common law whistleblower retaliation claim against the Company. The Company believes that the Second Raymond Akers Action is without merit and, moreover, was filed against the Court’s specific admonition that Plaintiff does not attempt to circumvent the statute of limitations. On May 27, 2022, the Court granted-in-part and denied-in-part MyMD’s Motion to Dismiss Plaintiff’s Complaint. The Court reaffirmed the ruling in the First Raymond Akers Action that any tort-based Pierce claims are time-barred. However, the Court denied the Motion as it pertained to Plaintiff’s contract-based Pierce claim and “Repayment of Monies Owed” claim. On July 29, 2022, MyMD filed its Answer, which included affirmative defenses. As of March 31, 2023, the Second Raymond Akers Action is in the discovery phase. All legal fees incurred were expensed as and when incurred. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 8 – Related Parties SRQ Patent Holdings and SRQ Patent Holdings II MyMD is a party to two Amended and Restated Confirmatory Patent Assignment and Royalty Agreements, both dated November 11, 2020, with SRQ Patent Holdings and SRQ Patent Holdings II, under which MyMD (or its successor) will be obligated to pay to SRQ Patent Holdings or SRQ Patent Holdings II (or its designees) certain royalties on product sales or other revenue received on products that incorporate or are covered by the intellectual property that was assigned to MyMD. The royalty is equal to 8% of the net sales price on product sales and, without duplication, 8% of milestone revenue or sublicense compensation. SRQ Patent Holdings and SRQ Patent Holdings II are affiliates of Mr. Jonnie Williams, Sr. No revenue has been received subject to these agreements as of March 31, 2023 and 2022. |
Employee Benefit Plan
Employee Benefit Plan | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Note 9 – Employee Benefit Plan The Company maintains a defined contribution benefit plan under section 401(k) of the Internal Revenue Code covering substantially all qualified employees of the Company (the “401(k) Plan”). Under the 401(k) Plan, the Company matches 100 3 50 3 5 The Company made matching contributions to the 401(k) Plan during the three months ended March 31, 2023 and 2022 of $ 10,281 8,750 |
Patent Assignment and Royalty A
Patent Assignment and Royalty Agreement | 3 Months Ended |
Mar. 31, 2023 | |
Patent Assignment And Royalty Agreement | |
Patent Assignment and Royalty Agreement | Note 10— Patent Assignment and Royalty Agreement In November 2016, the Company entered into an agreement with the holders of certain intellectual property relating to the Company’s current product candidate. Under the terms of the agreement, the counterparty assigned its rights and interest in certain patents to the Company in exchange for future royalty payments based on a fixed percentage of future revenues, as defined. The agreement is effective until the later of (1) the date of expiration of the assigned patents or (2) the date of expiration of the last strategic partnership or licensing agreement including the assigned patents. No |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11— Subsequent Events On April 4, 2023, the Company’s Compensation Committee approved the issuance of 750,000 1.55 978,675 1.55 1.55 122.12 3.39 five 250,000 250,000 250,000 On April 13, 2023, The Board approved a payment of $ 500,000 On April 27, 2023, a shareholder exercised 135,135 135,135 0 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The condensed consolidated financial statements of the Company are prepared in U.S. Dollars and in accordance with accounting principles generally accepted in the United States of America (US GAAP). The accompanying unaudited condensed financial statements have been prepared by the Company. These statements include all adjustments (consisting only of normal recurring adjustments) which management believes necessary for a fair presentation of the statements and have been prepared on a consistent basis using the accounting policies described in Note 2 Significant Accounting Policies included in the Notes to Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on March 31, 2023 (the “2022 Annual Report”). Certain financial information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the accompanying disclosures are adequate to make the information presented not misleading. The Notes to Financial Statements included in the 2022 Annual Report should be read in conjunction with the accompanying interim financial statements. The interim operating results for the three months ended March 31, 2023 may not be necessarily indicative of the operating results expected for the full year. |
Use of Estimates and Judgments | (b) Use of Estimates and Judgments The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes for recording research and development expenses, impairment of intangible assets and the valuation of share-based payments. |
Functional and Presentation Currency | (c) Functional and Presentation Currency These condensed consolidated financial statements are presented in U.S. Dollars, which is the Company’s functional currency. All financial information has been rounded to the nearest dollar. Foreign Currency Transaction Gains or Losses, resulting from cash balances denominated in Foreign Currencies, are recorded in the Condensed Consolidated Statements of Comprehensive Loss. |
Comprehensive Loss | (d) Comprehensive Loss The Company follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 220 in reporting comprehensive loss. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since the Company has no items of other comprehensive income (loss), comprehensive loss is equal to net loss. |
Cash and Cash Equivalents | (e) Cash and Cash Equivalents The Company considers all highly liquid investments, which include short-term bank deposits (up to three months from date of deposit) that are not restricted as to withdrawal date or use, to be cash equivalents. |
Fair Value of Financial Instruments | (f) Fair Value of Financial Instruments Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the three months ended March 31, 2023. The carrying amounts of cash equivalents, accounts receivable, other current assets, other assets, accounts payable, and accrued expenses approximated their fair values as of March 31, 2023 due to their short-term nature. The fair value of the bifurcated embedded derivative related to the convertible preferred stock was estimated using a Monte Carlo simulation model, which uses as inputs the fair value of the Company’s common stock and estimates for the equity volatility and traded volume volatility of the Company’s common stock, the time to maturity of the convertible preferred stock, the risk-free interest rate for a period that approximates the time to maturity, dividend rate, a penalty dividend rate, and the probability of default. The fair value of the warrant liabilities was estimated using the Black Scholes Model which uses as inputs the following weighted average assumptions: dividend yield, expected term in years; equity volatility; and risk-free interest rate. Fair Value Measurement The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques 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) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows: Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company can access. Level 2 Inputs to the valuation methodology include: ● quoted prices for similar assets or liabilities in active markets; ● quoted prices for identical or similar assets or liabilities in inactive markets; ● inputs other than quoted prices that are observable for the asset or liability; ● inputs that are derived principally from or corroborated by observable market data by correlation or other means If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. (f) Fair Value of Financial Instruments, continued The following is a description of the valuation methodologies used for assets measured at fair value as of March 31, 2023 and December 31, 2022. Schedule of Marketable Securities Marketable Securities: Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) Significant Unobservable Inputs (Level 3) Marketable securities at March 31, 2023 $ 15,359,954 $ - $ - Marketable securities at December 31, 2022 $ 4,086,902 $ - $ - Marketable securities are classified as available for sale and are valued at fair market value. Maturities of the securities are less than one year. As of March 31, 2023 and December 31, 2022, the Company held certain mutual funds, which, under FASB ASC 321-10, were considered equity investments. As such, the change in fair value in the three months ended March 31, 2023 and 2022 was a loss of $ 1,712 3,092 Gains and losses resulting from the sales of marketable securities were gains of $ 175 1,650 Proceeds from the sales of marketable securities in the three months ended March 31, 2023 and 2022 were $ 1,749,970 3,000,000 13,024,559 562 Fair Value on a Recurring Basis The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the warrant liabilities and bifurcated embedded derivatives represent Level 3 measurements. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at March 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Hierarchy of the Valuation Inputs March 31 Description Level 2023 Liabilities: Warrant liabilities (Note 3) 3 $ 9,448,000 Derivative liabilities (Note 3) 3 $ 3,270,500 The following table sets forth a summary of the change in the fair value of the warrant liabilities that is measured at fair value on a recurring basis: Schedule of Change in the Fair Value of Warrant Liability Balance on December 31, 2022 $ - Issuance of warrants reported at fair value 10,623,000 Change in fair value of warrant liabilities (1,175,000 ) Balance on March 31, 2023 $ 9,448,000 The following table sets forth a summary of the change in the fair value of the derivative liabilities that is measured at fair value on a recurring basis: Schedule of Change in the Fair Value of Bifurcated Embedded Derivative Liability Balance on December 31, 2022 $ - Issuance of convertible preferred stock with derivative liabilities 3,149,800 Change in fair value of derivative liabilities 120,700 Balance on March 31, 2023 $ 3,270,500 |
Derivative Financial Instruments | (g) Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging The Company has determined that the Series F Convertible Preferred Stock warrants are derivatives that are required to be accounted for as liabilities. The Company has also determined that the following embedded features in the preferred stock are not clearly and closely related to the debt host instrument: 1) make-whole interest upon a contingent redemption event, 2) make-whole interest upon a conversion event, 3) an installment redemption upon an Equity Conditions Failure (as defined in the Certificate of Designation), and 4) variable share-settled installment conversion and as such are bifurcated from the preferred stock and accounted for as liabilities. The fair value of the warrants and embedded features are estimated using internal valuation models. The Company’s valuation models utilize inputs and other assumptions and may not be reflective of the price at which they can be settled. |
Prepaid Expenses | (h) Prepaid Expenses Prepaid expenses represent expenses paid prior to the date that the related services are rendered or used are comprised principally of prepaid insurance and research and development expenses. |
Concentrations | (i) Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with financial institutions and accounts receivable. At times, the Company’s cash in banks is in excess of the FDIC insurance limit. The Company has not experienced any loss as a result of these cash deposits. These cash balances are maintained with three banks as of March 31, 2023. |
Risk Management of Cash and Investments | (j) Risk Management of Cash and Investments It is the Company’s policy to minimize the Company’s capital resources to investment risks, prioritizing the preservation of capital over investment returns. Investments are maintained in securities, primarily publicly traded, short-term money market funds based on highly rated federal, state and corporate bonds, that minimize the risk to the Company’s capital resources and provide ready access to funds. The Company’s investment portfolios are regularly monitored for risk and are held with one brokerage firm. |
Investments | (k) Investments Investments recorded using the cost method will be assessed for any decrease in value that has occurred that is other than temporary and the other than temporary decrease in value shall be recognized. As and when circumstances and facts change, the Company will evaluate the Company’s ability to significantly influence operational and financial policy to establish a basis for converting the investment accounted for using the cost method to the equity method of valuation in accordance with FASB ASC 323. In accordance with FASB ASC 323, the Company recognizes investments in joint ventures based upon the Company’s ability to significantly influence the operational or financial policies of the joint venture. An objective judgment of the level of influence is made at the time of the investment based upon several factors including, but not limited to the following: a) Representation on the Board of Directors b) Participation in policy-making processes c) Material intra-entity transactions d) Interchange of management personnel e) Technological dependencies f) Extent of ownership and the ability to influence decision making based upon the makeup of other owners when the shareholder group is small. The Company follows the equity method for valuating investments in joint ventures when the existence of significant influence over operational and financial policy has been established, as determined by management; otherwise, the Company will valuate these investments using the cost method. In accordance with FASB ASC 321-10-35-2, the Company has elected to measure its investment in Oravax Medical, Inc. (“Oravax”) (Note 3) as an equity security without a readily determinable fair value. Under this election, an equity security without a readily available fair value is reflected at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. At each reporting period, the Company is required to make a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired. If deemed impaired, the Company is required to estimate the fair value of the investment and recognize an impairment loss equal to the difference between the fair value of the investment and its carry amount. As of March 31, 2023, the Company performed a qualitative assessment to evaluate whether the investment is impaired and determined that the investment was not impaired and thus no adjustment to fair market value was required as of March 31, 2023. |
Property, Plant and Equipment | (l) Property, Plant and Equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized within “other (income)/expense” in the Condensed Consolidated Statements of Comprehensive Loss. Depreciation is recognized over the estimated useful lives of the property, plant and equipment. Leased assets are depreciated over the shorter of the lease term or their useful lives. The estimated useful lives for the current and comparative periods are as follows: Schedule of Estimated Useful Lives of Property Plant and Equipment Useful Life (in years) Plant and equipment 5 12 Furniture and fixtures 5 10 Computer equipment & software 3 5 Leasehold Improvements Shorter of the remaining lease or estimated useful life Depreciation methods, useful lives and residual values are reviewed at each reporting date. |
Intangible Assets | (m) Intangible Assets The Company’s long-lived intangible assets, other than goodwill, are assessed for impairment when events or circumstances indicate there may be an impairment. These assets were initially recorded at their estimated fair value at the time of acquisition and assets not acquired in acquisitions were recorded at historical cost. However, if their estimated fair value is less than the carrying amount, other intangible assets with indefinite lives are reduced to their estimated fair value through an impairment charge in the Condensed Consolidated Statements of Comprehensive Loss. Patents and Trade Secrets Propriety protection for the Company’s products, technology and process is important to its competitive position. As of March 31, 2023, the Company has 16 issued U.S. patents, 50 foreign patents, three pending U.S. patent applications and 15 foreign patent applications pending in such jurisdictions as Australia, Canada, China, European Union, Israel, Japan and South Korea, which if issued are expected to expire between 2036 and 2041. Management intends to protect all other intellectual property (e.g. copyrights, trademarks and trade secrets) using all legal avenues available to the Company. The Company records expenses related to the application for and maintenance of patents as a component of research and development expenses on the Condensed Consolidated Statement of Comprehensive Loss. Patent Costs Patents may be purchased from third parties. The costs of acquiring the patent are capitalized as patent costs if it represents a future economic benefit to the Company. Once a patent is acquired it is amortized over its remaining useful life and assessed for impairment when necessary. Other Intangible Assets Other intangible assets that are acquired by the Company, which have definite useful lives, are measured at cost less accumulated amortization and accumulated impairment losses. Amortization Amortization is recognized on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows: Schedule of Estimated Useful Lives of Intangible Assets Useful Life (in years) Patents and trademarks 12 17 |
Goodwill | (n) Goodwill Goodwill is evaluated annually for impairment or whenever we identify certain triggering events or circumstances that would more likely than not reduce the fair value below its carrying amount. Events or circumstances that might indicate an interim evaluation is warranted include, among other things, unexpected adverse business conditions, economic factors (for example, the loss of key personnel), supply costs, unanticipated competitive activities, and acts by governments and courts. |
Recoverability of Long-Lived Assets | (o) Recoverability of Long-Lived Assets In accordance with FASB ASC 360-10-35 “Impairment or Disposal of Long-lived Assets”, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to dispose of such assets. |
Right-of-Use Assets | (p) Right-of-Use Assets The Company leased a facility in Tampa, Florida (“Hyde Park”) under an operating lease (“Hyde Park Lease”) with annual rentals of $ 22,048 23,320 36 June 30, 2022 The Company leases a facility in Baltimore, Maryland (“2021 Wolfe St”) under an operating lease (“2021 Baltimore Lease”) with annual rentals of $ 52,800 56,016 12 November 30, 2022 12 The Company leases a facility in Tampa, Florida (“Platt St”) under an operating lease (“Platt Street Lease”) with annual rentals of $ 22,030 23,259 36 On January 1, 2019 (“Effective Date”), the Company adopted FASB ASC, Topic 842, Leases (“ASC 842”), which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The new guidance requires the recognition of the right-of-use (“ROU”) assets and related operating and finance lease liabilities on the balance sheet. The Company adopted the new guidance using the modified retrospective approach on January 1, 2019. The Company elected the package of practical expedients permitted within the standard, which allows an entity to forgo reassessing (i) whether a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a lease meet the definition of initial direct costs. Also, the Company elected the expedient allowing an entity to use hindsight to determine the lease term and impairment of ROU assets and the expedient to allow the Company to not have to separate lease and non-lease components. The Company has also elected the short-term lease accounting policy under which the Company would not recognize a lease liability or ROU asset for any lease that at the commencement date has a lease term of twelve months or less and does not include a purchase option that the Company is more than reasonably certain to exercise. For contracts entered into on or after the Effective Date, at the inception of a contract, the Company will assess whether the contract is, or contains, a lease. The Company’s assessment is based on: (i) whether the contract involves the use of a distinct identified asset, (ii) whether the Company obtained the right to substantially all the economic benefit from the use of the asset throughout the period, and (iii) whether the Company has the right to direct the use of the asset. Leases entered into prior to January 1, 2020, which were accounted for under ASC 840, were not reassessed for classification. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. The Company generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease. The present value of the lease payments is calculated using the incremental borrowing rate for operating leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The lease term for all the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. All ROU assets are reviewed for impairment. Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. The Company’s operating leases are comprised of the 2021 Baltimore Lease and the Platt Street Lease on the Condensed Consolidated Balance Sheet. The information related to these leases are presented below: Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease As of March 31, 2023 As of December 31, 2022 Platt Street 2021 Baltimore Platt Street 2021 Baltimore Balance Sheet Location Lease Lease Total Lease Lease Total Operating Lease Lease Right of Use $ 40,802 $ 83,013 $ 123,815 $ 45,353 $ 94,309 $ 139,662 Lease Payable, current 19,367 48,637 68,004 18,741 47,039 65,780 Lease Payable - net of current 22,046 35,981 58,027 27,070 48,871 75,941 The following provides details of the Company’s lease expense: Schedule of Lease Expense Three Months Ended Three Months Ended Platt Street 2021 Baltimore Hyde Park 2021 Baltimore Lease Expenses Lease Lease Total Lease Lease Total Operating Leases Lease Costs $ 5,660 $ 13,600 $ 19,260 $ 6,261 $ 13,200 $ 19,461 Other information related to leases is presented below: Schedule of Other Information Related to Leases As of March 31, 2023 Platt 2021 Baltimore Other Information Street Lease Lease Total Operating Leases Operating cash used $ 4,266 $ 13,956 $ 18,222 Average remaining lease term 24 20 22 Average discount rate 10.0 % 10.0 % 10.0 % As of March 31, 2023, the annual minimum lease payments of the Company’s operating lease liabilities were as follows: Schedule of Operating Lease Minimum Lease Payments Street Lease Lease Total As of March 31, 2023 Platt 2021 Baltimore Street Lease Lease Total For Years Ending December 31, 2023 (nine months) $ 16,978 $ 40,924 $ 57,902 2024 23,103 51,348 74,451 2025 5,814 - 5,814 Total future minimum lease payments, undiscounted $ 45,895 $ 92,272 $ 138,167 Less: Imputed interest 4,482 7,654 12,136 Present value of future minimum lease payments $ 41,413 $ 84,618 $ 126,031 |
Revenue Recognition | (q) Revenue Recognition The Company will recognize revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle: 1) Identify the contract with the customer 2) Identify the performance obligations in the contract 3) Determine the transaction price 4) Allocate the transaction price to the performance obligations in the contract 5) Recognize revenue when the company satisfies a performance obligation |
Income Taxes | (r) Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of March 31, 2023and December 31, 2022, no liability for unrecognized tax benefits was required to be reported. There was no income tax benefit recorded for the losses for the three months ended March 31, 2023 and 2022 since management determined that the realization of the net deferred tax assets is not more likely than not to be realized and has recorded a full valuation allowance on the net deferred tax assets. The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general and administrative expenses. There were no Tax years from 2019 through 2022 remain subject to examination by federal and state jurisdictions. |
Basic and Diluted Earnings per Share of Common Stock | (s) Basic and Diluted Earnings per Share of Common Stock Basic earnings per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Potential common shares that would have the effect of increasing diluted earnings per share are considered anti-dilutive. Diluted net loss per share is computed using the weighted average number of shares of Common Stock and dilutive potential Common Stock outstanding during the period. As the Company reported a net loss for the three months ended March 31, 2023 and 2022, Common Stock equivalents were anti-dilutive. As of March 31, 2023 and 2022, the following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share 2023 2022 For the Three Months Ended March 31, 2023 2022 Stock Options 4,376,737 4,376,737 Unvested Restricted Stock Units 2,795,000 2,795,000 Warrants to purchase Common Stock 13,166,712 5,072,432 Pre-funded Warrants to purchase Common Stock 135,135 135,135 Series C Convertible Preferred Warrants 27,500 27,500 Series D Convertible Preferred Stock 36,496 36,496 Series F Convertible Preferred Stock 6,651,885 - Total potentially dilutive shares 27,189,465 12,443,300 |
Stock-based Payments | (t) Stock-based Payments The Company accounts for stock-based compensation under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting (the “2018 Update”). The amendments in the 2018 Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. Prior to the 2018 Update, Topic 718 applied only to share-based transactions to employees. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. The Company has elected to account for forfeiture of stock-based awards as they occur. |
Research and Development Costs | (u) Research and Development Costs In accordance with FASB ASC 730, research and development costs are expensed as incurred and consist of fees paid to third parties that conduct certain research and development activities on the Company’s behalf. |
Recently Issued Accounting Pronouncements | (v) Recently Issued Accounting Pronouncements Recently Issued Accounting Pronouncements Adopted In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40), Issuer’s Accounting for Certain Modifications or Exchanges or Freestanding Equity - Classified Written Call Options. In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This standard establishes an impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which is intended to result in a timelier recognition of losses. Under the CECL model, entities will estimate credit losses over the entire contractual term of the instrument (considering estimated prepayments, but not expected extensions or modifications) from the date of initial recognition of the financial instrument. Measurement of expected credit losses are to be based on relevant forecasts that affect collectability. The scope of financial assets within the CECL methodology is broad and includes trade receivables from certain revenue transactions and certain off-balance sheet credit exposures. Different components of the guidance require modified retrospective or prospective adoption. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses. ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of the credit losses standard. Instead, entities would need to apply other U.S. GAAP, namely Topic 842 (Leases), to account for changes in the collectability assessment for operating leases. Other than operating lease receivables, Partnership trade receivables include receivables from finance leases and equipment sales. Under Topic 606 (Revenue from Contracts with Customers), revenue is recognized when, among other criteria, it is probable that the entity will collect the consideration to which it is entitled for goods or services transferred to a customer. At the point that finance lease receivables are recorded, they become subject to the CECL model and estimates of expected credit losses over their contractual life will be required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. Trade receivables derived from equipment sales are of short duration and there is not a material difference between incurred losses and expected losses. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which amends and clarifies several provisions of Topic 326. In May 2019, the FASB issued ASU 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief, which amends Topic 326 to allow the fair value option to be elected for certain financial instruments upon adoption. ASU 2019-10 extended the effective date of ASU 2016-13 until December 15, 2022. The Company adopted this new guidance, including the subsequent updates to Topic 326, on January 1, 2023 and the adoption did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures Recently Issued Accounting Pronouncements Not Adopted Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the Company’s condensed consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Marketable Securities | The following is a description of the valuation methodologies used for assets measured at fair value as of March 31, 2023 and December 31, 2022. Schedule of Marketable Securities Marketable Securities: Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) Significant Unobservable Inputs (Level 3) Marketable securities at March 31, 2023 $ 15,359,954 $ - $ - Marketable securities at December 31, 2022 $ 4,086,902 $ - $ - |
Schedule of Fair Value Hierarchy of the Valuation Inputs | Schedule of Fair Value Hierarchy of the Valuation Inputs March 31 Description Level 2023 Liabilities: Warrant liabilities (Note 3) 3 $ 9,448,000 Derivative liabilities (Note 3) 3 $ 3,270,500 |
Schedule of Change in the Fair Value of Warrant Liability | Schedule of Change in the Fair Value of Warrant Liability Balance on December 31, 2022 $ - Issuance of warrants reported at fair value 10,623,000 Change in fair value of warrant liabilities (1,175,000 ) Balance on March 31, 2023 $ 9,448,000 |
Schedule of Change in the Fair Value of Bifurcated Embedded Derivative Liability | Schedule of Change in the Fair Value of Bifurcated Embedded Derivative Liability Balance on December 31, 2022 $ - Issuance of convertible preferred stock with derivative liabilities 3,149,800 Change in fair value of derivative liabilities 120,700 Balance on March 31, 2023 $ 3,270,500 |
Schedule of Estimated Useful Lives of Property Plant and Equipment | The estimated useful lives for the current and comparative periods are as follows: Schedule of Estimated Useful Lives of Property Plant and Equipment Useful Life (in years) Plant and equipment 5 12 Furniture and fixtures 5 10 Computer equipment & software 3 5 Leasehold Improvements Shorter of the remaining lease or estimated useful life |
Schedule of Estimated Useful Lives of Intangible Assets | Amortization is recognized on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows: Schedule of Estimated Useful Lives of Intangible Assets Useful Life (in years) Patents and trademarks 12 17 |
Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease | The Company’s operating leases are comprised of the 2021 Baltimore Lease and the Platt Street Lease on the Condensed Consolidated Balance Sheet. The information related to these leases are presented below: Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease As of March 31, 2023 As of December 31, 2022 Platt Street 2021 Baltimore Platt Street 2021 Baltimore Balance Sheet Location Lease Lease Total Lease Lease Total Operating Lease Lease Right of Use $ 40,802 $ 83,013 $ 123,815 $ 45,353 $ 94,309 $ 139,662 Lease Payable, current 19,367 48,637 68,004 18,741 47,039 65,780 Lease Payable - net of current 22,046 35,981 58,027 27,070 48,871 75,941 |
Schedule of Lease Expense | The following provides details of the Company’s lease expense: Schedule of Lease Expense Three Months Ended Three Months Ended Platt Street 2021 Baltimore Hyde Park 2021 Baltimore Lease Expenses Lease Lease Total Lease Lease Total Operating Leases Lease Costs $ 5,660 $ 13,600 $ 19,260 $ 6,261 $ 13,200 $ 19,461 |
Schedule of Other Information Related to Leases | Other information related to leases is presented below: Schedule of Other Information Related to Leases As of March 31, 2023 Platt 2021 Baltimore Other Information Street Lease Lease Total Operating Leases Operating cash used $ 4,266 $ 13,956 $ 18,222 Average remaining lease term 24 20 22 Average discount rate 10.0 % 10.0 % 10.0 % |
Schedule of Operating Lease Minimum Lease Payments | As of March 31, 2023, the annual minimum lease payments of the Company’s operating lease liabilities were as follows: Schedule of Operating Lease Minimum Lease Payments Street Lease Lease Total As of March 31, 2023 Platt 2021 Baltimore Street Lease Lease Total For Years Ending December 31, 2023 (nine months) $ 16,978 $ 40,924 $ 57,902 2024 23,103 51,348 74,451 2025 5,814 - 5,814 Total future minimum lease payments, undiscounted $ 45,895 $ 92,272 $ 138,167 Less: Imputed interest 4,482 7,654 12,136 Present value of future minimum lease payments $ 41,413 $ 84,618 $ 126,031 |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | As of March 31, 2023 and 2022, the following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share 2023 2022 For the Three Months Ended March 31, 2023 2022 Stock Options 4,376,737 4,376,737 Unvested Restricted Stock Units 2,795,000 2,795,000 Warrants to purchase Common Stock 13,166,712 5,072,432 Pre-funded Warrants to purchase Common Stock 135,135 135,135 Series C Convertible Preferred Warrants 27,500 27,500 Series D Convertible Preferred Stock 36,496 36,496 Series F Convertible Preferred Stock 6,651,885 - Total potentially dilutive shares 27,189,465 12,443,300 |
Recent Developments, Liquidit_2
Recent Developments, Liquidity and Management’s Plans (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Recent Developments Liquidity And Managements Plans | |
Summary of Milestone Events Payment | Summary of Milestone Events Payment Milestone Event Milestone Payment Market capitalization of the combined company for at least ten ( 10 $ 20,000,000 For every $250,000,000 incremental increase in market capitalization of the combined company after the First Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period, up to a $1,000,000,000 market capitalization of the combined company $ 10,000,000 per each incremental increase (it being understood, however, that, if such incremental increase results in market capitalization equal to $1,000,000,000, such $10,000,000 payment in respect of such incremental increase shall be payable without duplication of any amount payable in respect of a Second Milestone Event, as defined below). Market capitalization of the combined company for at least 10 $ 25,000,000 For every $1,000,000,000 incremental increase in market capitalization of the combined company after the Second Milestone Event to the extent such incremental increase occurs for at least 10 $ 25,000,000 |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Trade and Other Payables | Trade and other payables consist of the following: Schedule of Trade and Other Payables March 31, 2023 December 31, 2022 Accounts Payable – Trade $ 1,199,256 $ 2,356,555 Accrued Expenses 169,944 316,666 Trade and other payables, Total $ 1,369,200 $ 2,673,221 |
Stock-based Payments (Tables)
Stock-based Payments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Options Activity | The following table summarizes the activities for MyMD stock options for the three months ended March 31, 2023: Summary of Stock Options Activity Weighted Average Weighted Weighted Remaining Number Average Average Contractual Aggregate of Exercise Grant Date Term Intrinsic Shares Price Fair Value (years) Value Balance at December 31, 2022 4,476,737 $ 2.64 $ 2.64 0.64 $ - Granted - - - - $ - Exercised - - - - - Forfeited - - - - - Canceled/Expired - - - - - Balance at March 31, 2023 4,476,737 2.64 2.64 0.40 $ - Exercisable as of March 31, 2023 4,376,737 2.61 2.61 0.27 $ - |
Summary of Restricted Stock Units Activity | The following is the status of outstanding unvested restricted stock units outstanding as of March 31, 2023 and the changes for the three months ended March 31, 2023: Summary of Restricted Stock Units Activity Weighted Average Number of Grant Date RSUs Fair Value Balance at December 31, 2022 2,795,000 $ 8.09 Granted - - Exercised - - Vested - - Forfeited - - Canceled/Expired - - Balance at March 31, 2023 $ 2,795,000 $ 8.09 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Common Stock Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Summary of Warrant Activity | The table below summarizes the warrant activity for the three months ended March 31, 2023: Summary of Warrant Activity Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2022 6,514,827 $ 4.93 3.63 $ - Issued 6,651,885 2.255 4.99 - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at March 31, 2023 13,168,712 $ 3.58 4.15 $ - Exercisable as of March 31, 2023 13,168,712 $ 3.58 4.15 $ - |
Pre-funded Common Stock Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Summary of Warrant Activity | The table below summarizes the pre-funded warrant activity for the three months ended March 31, 2023: Summary of Warrant Activity Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2022 135,135 $ 0.002 - $ 155,135 Issued - - - - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at March 31, 2023 135,135 $ 0.002 - $ 232,162 Exercisable as of March 31, 2023 135,135 $ 0.002 - $ 232,162 |
Series C Convertible Preferred Stock Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Summary of Warrant Activity | The table below summarizes the warrant activity for the year ended March 31, 2023: Summary of Warrant Activity Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2022 27,500 $ 8.00 1.94 $ - Issued - - - - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at March 31, 2023 27,500 $ 8.00 1.70 $ - Exercisable as of March 31, 2023 27,500 $ 8.00 1.70 $ - |
Organization and Description _2
Organization and Description of Business (Details Narrative) | Apr. 16, 2021 $ / shares shares |
Supera Pharmaceuticals Inc [Member] | Asset Purchase Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Stock issued during period, shares, acquisitions | shares | 33,937,909 |
MyMD Pharmaceuticals (Florida), Inc [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Common stock, par value | $ 0.001 |
Exchange ratio price per shares | $ 0.7718 |
Schedule of Marketable Securiti
Schedule of Marketable Securities (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Marketable securities | $ 15,359,954 | $ 4,086,902 |
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Marketable securities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Marketable securities |
Schedule of Fair Value Hierarch
Schedule of Fair Value Hierarchy of the Valuation Inputs (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||
Warrant liability | $ 9,448,000 | |
Derivative liability | 3,270,500 | |
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Warrant liability | 9,448,000 | |
Derivative liability | $ 3,270,500 |
Schedule of Change in the Fair
Schedule of Change in the Fair Value of Warrant Liability (Details) - USD ($) | 3 Months Ended | ||
Jul. 07, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | |||
Warrant liability, beginning balance | |||
Issuance of warrants reported at fair value | 10,623,000 | ||
Change in fair value of warrant liability | $ 93,233 | (1,175,000) | |
Warrant liability, ending balance | $ 9,448,000 |
Schedule of Change in the Fai_2
Schedule of Change in the Fair Value of Bifurcated Embedded Derivative Liability (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Accounting Policies [Abstract] | |
Embedded derivative liability, beginning balance | |
Issuance of convertible preferred stock with bifurcated embedded derivative | 3,149,800 |
Change in fair value of bifurcated embedded derivative | 120,700 |
Embedded derivative liability, ending balance | $ 3,270,500 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Property Plant and Equipment (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful lives | 5 years |
Property, Plant and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful lives | 12 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful lives | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful lives | 10 years |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful lives | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful lives | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful lives | Shorter of the remaining lease or estimated useful life |
Schedule of Estimated Useful _2
Schedule of Estimated Useful Lives of Intangible Assets (Details) - Patents and Trademarks [Member] | Mar. 31, 2023 |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible assets estimated, useful lives | 12 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible assets estimated, useful lives | 17 years |
Schedule of Condensed Consolida
Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease Right of Use | $ 123,815 | $ 139,662 |
Lease Payable, current | 68,004 | 65,780 |
Lease Payable - net of current | 58,027 | 75,941 |
Platt Street [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease Right of Use | 40,802 | 45,353 |
Lease Payable, current | 19,367 | 18,741 |
Lease Payable - net of current | 22,046 | 27,070 |
2021 Baltimore [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease Right of Use | 83,013 | 94,309 |
Lease Payable, current | 48,637 | 47,039 |
Lease Payable - net of current | $ 35,981 | $ 48,871 |
Schedule of Lease Expense (Deta
Schedule of Lease Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease Costs | $ 19,260 | $ 19,461 |
Platt Street [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease Costs | 5,660 | 6,261 |
2021 Baltimore [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease Costs | $ 13,600 | $ 13,200 |
Schedule of Other Information R
Schedule of Other Information Related to Leases (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Operating cash used | $ 18,222 |
Weighted-average remaining lease term | 22 years |
Weighted-average discount rate | 10% |
Platt Street [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Operating cash used | $ 4,266 |
Weighted-average remaining lease term | 24 years |
Weighted-average discount rate | 10% |
2021 Baltimore [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Operating cash used | $ 13,956 |
Weighted-average remaining lease term | 20 years |
Weighted-average discount rate | 10% |
Schedule of Operating Lease Min
Schedule of Operating Lease Minimum Lease Payments (Details) | Mar. 31, 2023 USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
2023 (nine months) | $ 57,902 |
2024 | 74,451 |
2025 | 5,814 |
Total future minimum lease payments, undiscounted | 138,167 |
Less: Imputed interest | 12,136 |
Present value of future minimum lease payments | 126,031 |
Platt Street [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
2023 (nine months) | 16,978 |
2024 | 23,103 |
2025 | 5,814 |
Total future minimum lease payments, undiscounted | 45,895 |
Less: Imputed interest | 4,482 |
Present value of future minimum lease payments | 41,413 |
2021 Baltimore [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
2023 (nine months) | 40,924 |
2024 | 51,348 |
2025 | |
Total future minimum lease payments, undiscounted | 92,272 |
Less: Imputed interest | 7,654 |
Present value of future minimum lease payments | $ 84,618 |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 27,189,465 | 12,443,300 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 4,376,737 | 4,376,737 |
Unvested Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 2,795,000 | 2,795,000 |
Warrants to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 13,166,712 | 5,072,432 |
Pre Funded Warrants to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 135,135 | 135,135 |
Series C Preferred Convertible Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 27,500 | 27,500 |
Series D Preferred Convertible Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 36,496 | 36,496 |
Series F Preferred Convertible Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 6,651,885 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |||||
Apr. 02, 2022 | Nov. 17, 2021 | Jul. 02, 2019 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 01, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||
Unrealized loss on marketable securities | $ (1,712) | $ (3,092) | ||||
Gain/loss on sale of marketable securities | 175 | (1,650) | ||||
(Gain)/loss on sale of marketable securities | (175) | 1,650 | ||||
Proceeds from the sales of marketable securities | 1,749,970 | 3,000,000 | ||||
Purchase of marketable securities | 13,024,559 | 562 | ||||
Lessee operating lease renewal term | 12 months | |||||
Income tax examination, penalties and interest accrued | 0 | 0 | ||||
Hyde Park Facility [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Term of contract | 36 months | |||||
Expiration date | Jun. 30, 2022 | |||||
2021 Baltimore [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Term of contract | 12 months | |||||
Expiration date | Nov. 30, 2022 | |||||
Platt Street [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Term of contract | 36 months | |||||
Minimum [Member] | Hyde Park Facility [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Payments for rent | $ 22,048 | |||||
Minimum [Member] | 2021 Baltimore [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Payments for rent | $ 52,800 | |||||
Minimum [Member] | Platt Street [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Payments for rent | $ 22,030 | |||||
Maximum [Member] | Hyde Park Facility [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Payments for rent | $ 23,320 | |||||
Maximum [Member] | 2021 Baltimore [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Payments for rent | $ 56,016 | |||||
Maximum [Member] | Platt Street [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Payments for rent | $ 23,259 | |||||
Mutual Fund [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Unrealized loss on marketable securities | $ 1,712 | $ 3,092 |
Summary of Milestone Events Pay
Summary of Milestone Events Payment (Details) | 3 Months Ended |
Mar. 31, 2023 d | |
Milestone Period One [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Milestone Event | Market capitalization of the combined company for at least ten (10) trading days during any 20 consecutive trading day period during the Milestone Period is equal to or greater than $500,000,000 |
Threshold trading days | 10 |
Milestone Payment | 20,000,000 |
Milestone Period Two [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Milestone Event | For every $250,000,000 incremental increase in market capitalization of the combined company after the First Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period, up to a $1,000,000,000 market capitalization of the combined company |
Milestone Payment | 10,000,000 per each incremental increase (it being understood, however, that, if such incremental increase results in market capitalization equal to $1,000,000,000, such $10,000,000 payment in respect of such incremental increase shall be payable without duplication of any amount payable in respect of a Second Milestone Event, as defined below). |
Milestone Period Three [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Milestone Event | Market capitalization of the combined company for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period is equal to or greater than $1,000,000,000 |
Threshold trading days | 10 |
Milestone Payment | 25,000,000 |
Milestone Period Four [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Milestone Event | For every $1,000,000,000 incremental increase in market capitalization of the combined company after the Second Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period |
Threshold trading days | 10 |
Milestone Payment | 25,000,000 |
Recent Developments, Liquidit_3
Recent Developments, Liquidity and Management’s Plans (Details Narrative) | 3 Months Ended | |||||||
Feb. 21, 2023 USD ($) $ / shares shares | Jul. 07, 2022 USD ($) shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Feb. 23, 2023 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Apr. 16, 2021 $ / shares | |
Number of shares issued | shares | 550,000,000 | |||||||
Share value new issues | ||||||||
Preferred stock dividends | 158,333 | |||||||
Debt instrument fair value | $ 3,149,000 | |||||||
Stock issuance costs | 314,311 | |||||||
Fair value of the warrants | 10,623,000 | |||||||
Derivative liabilities | 120,700 | |||||||
Derivative liability fair value | 3,270,500 | |||||||
Issuance of warrants | 762,834 | |||||||
Change in Fair Value of Warrant Liabilities | $ 93,233 | (1,175,000) | ||||||
Cash on hand | 188,548 | 749,090 | ||||||
Marketable securities | 15,359,954 | 4,086,902 | ||||||
Loss from operations | 1,511,732 | 4,122,033 | ||||||
Working capital | 14,661,121 | |||||||
Stockholders' equity | 13,094,059 | 19,622,141 | 14,695,056 | $ 23,647,174 | ||||
Accumulated deficit | 95,428,969 | 93,758,904 | ||||||
Net cash provided by operating activities | 3,971,642 | 2,366,182 | ||||||
Net loss | 1,511,732 | 4,122,033 | ||||||
Prepaid expenses | 172,351 | (222,226) | ||||||
Decrease in trade and other payables | 1,304,021 | (1,431,487) | ||||||
Fair value of the warrant liability | $ (93,233) | 1,175,000 | ||||||
Warrants [Member] | ||||||||
Change in Fair Value of Warrant Liabilities | 9,448,000 | |||||||
Fair value of the warrant liability | (9,448,000) | |||||||
Other Operating Income (Expense) [Member] | ||||||||
Change in Fair Value of Warrant Liabilities | 1,175,000 | |||||||
Fair value of the warrant liability | $ (1,175,000) | |||||||
Measurement Input, Default Rate [Member] | ||||||||
Estimated penalty dividend rate | 0.5 | 0.4 | ||||||
Measurement Input, Option Volatility [Member] | ||||||||
Estimated penalty dividend rate | 120 | 125 | ||||||
Stock price per share | 131.06 | 125 | ||||||
Measurement Input, Price Volatility [Member] | ||||||||
Estimated penalty dividend rate | 190 | 195 | ||||||
Measurement Input, Maturity [Member] | ||||||||
Warrants term | 1 year 4 months 6 days | 1 year 3 months | ||||||
Measurement Input, Discount Rate [Member] | ||||||||
Estimated penalty dividend rate | 6.8 | 6.4 | ||||||
Stock price per share | 3.07 | |||||||
Measurement Input, Expected Dividend Rate [Member] | ||||||||
Estimated penalty dividend rate | 10 | 10 | ||||||
Measurement Input, Lapse Rate [Member] | ||||||||
Estimated penalty dividend rate | 15 | 15 | ||||||
Measurement Input, Share Price [Member] | ||||||||
Exercise price | $ / shares | $ 1.72 | |||||||
Measurement Input, Expected Dividend Payment [Member] | ||||||||
Stock price per share | 0 | |||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||
Stock price per share | 4.09 | |||||||
Series F Convertible Preferred Stock [Member] | ||||||||
Number of shares issued | shares | 15,000 | |||||||
Conversion of stock, description | If on any day after the issuance of the shares of Series F Preferred Stock the closing price of the Common Stock has exceeded 300% of the Conversion Price per share (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) for 20 consecutive trading days and the daily dollar trading volume of the Common Stock has exceeded $3,000,000 per trading day during the same period and certain equity conditions described in the Series F Certificate of Designation are satisfied (the “Mandatory Conversion Date”), we shall deliver written notice of the Mandatory Conversion (as defined below) to all holders on the Mandatory Conversion Date and, on such Mandatory Conversion Date, we shall convert all of each holder’s shares of Series F Preferred Stock into Conversion Shares at the then effective Conversion Price (the “Mandatory Conversion”) | |||||||
Payments of financing costs | $ 14,087,111 | |||||||
Series F Preferred Stock [Member] | ||||||||
Share value new issues | $ 3,000,000 | |||||||
Conversion price | $ / shares | $ 2.255 | $ 2.255 | ||||||
Conversion of stock, description | (i) the Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Company’s Common Stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) the Floor Price (as defined below). For purposes of the Certificate of Designation, the “Floor Price” means the lower of (x) $0.4014 and (y) 20% of the “Minimum Price” (as defined in Rule 5635 of the Rules of the Nasdaq Stock Market) on the date of the Stockholder Approval (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock Market | |||||||
Exercise price | $ / shares | $ 0.4014 | |||||||
Share issued price, per share | $ / shares | $ 6.765 | |||||||
Estimated penalty dividend rate | 10 | 10 | ||||||
Series F Preferred Stock [Member] | Measurement Input, Default Rate [Member] | ||||||||
Estimated penalty dividend rate | 15 | 15 | ||||||
Securities Purchase Agreement [Member] | Institutional and Accredited Investors [Member] | ||||||||
Warrants to acquire common stock | shares | 6,651,885 | |||||||
Securities Purchase Agreement [Member] | Institutional and Accredited Investors [Member] | Series F Convertible Preferred Stock [Member] | ||||||||
Number of shares issued | shares | 15,000 | |||||||
Share value new issues | $ 1,000 | |||||||
Securities Purchase Agreement [Member] | Institutional and Accredited Investors [Member] | Series F Preferred Stock [Member] | ||||||||
Conversion price | $ / shares | $ 2.255 | |||||||
Akers Bio Sciences Inc [Member] | ||||||||
Equity percentage | 22.95% | |||||||
Warrant [Member] | ||||||||
Warrants shares | shares | 986,486 | |||||||
Number of shares issued | shares | 38,265 | |||||||
Warrants term | 5 years | 5 years | ||||||
Warrant [Member] | Measurement Input, Option Volatility [Member] | ||||||||
Stock price per share | 125 | |||||||
Warrant [Member] | Measurement Input, Expected Dividend Payment [Member] | ||||||||
Stock price per share | 0 | |||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||
Stock price per share | 3.61 | |||||||
Warrant [Member] | Measurement Input, Expected Term [Member] | ||||||||
Warrants term | 4 years 10 months 24 days | |||||||
Common Stock [Member] | ||||||||
Warrants shares | shares | 4,188,315 | |||||||
Share value new issues | ||||||||
Derivative liability fair value | 3,270,500 | |||||||
Stockholders' equity | 108,378,504 | 102,161,218 | 108,309,436 | 102,064,218 | ||||
Net loss | ||||||||
Common Stock [Member] | Measurement Input, Exercise Price [Member] | ||||||||
Exercise price | $ / shares | $ 1.90 | |||||||
Preferred Stock [Member] | ||||||||
Debt instrument fair value | 3,149,000 | |||||||
Payments of financing costs | $ 14,087,111 | |||||||
Preferred Stock [Member] | Series F Convertible Preferred Stock [Member] | ||||||||
Number of shares issued | shares | 15,000 | |||||||
Share value new issues | $ 912,889 | |||||||
Stockholders' equity | 912,889 | |||||||
Net loss | ||||||||
MyMD Pharmaceuticals (Florida), Inc [Member] | ||||||||
Common Stock, par value | $ / shares | $ 0.001 | |||||||
Exchange ratio price per shares | $ / shares | $ 0.7718 |
Schedule of Trade and Other Pay
Schedule of Trade and Other Payables (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts Payable – Trade | $ 1,199,256 | $ 2,356,555 |
Accrued Expenses | 169,944 | 316,666 |
Trade and other payables, Total | $ 1,369,200 | $ 2,673,221 |
Summary of Stock Options Activi
Summary of Stock Options Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Shares, Beginning Balance | 4,476,737 | 4,476,737 |
Weighted Average Exercise Price, Beginning Balance | $ 2.64 | $ 2.64 |
Weighted Average Grant Date Fair Value, Beginning | $ 2.64 | $ 2.64 |
Weighted Average Remaining Contractual Term (Years), Ending | 4 months 24 days | 7 months 20 days |
Aggregate Intrinsic Value, Beginning Balance | ||
Number of Shares, Granted | ||
Weighted Average Exercise Price, Granted | ||
Weighted Average Grant Date Fair Value, Granted | ||
Number of Shares, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Grant Date Fair Value, Exercised | ||
Number of Shares, Forfeited | ||
Weighted Average Exercise Price, Forfeited | ||
Weighted Average Grant Date Fair Value, Forfeited | ||
Number of Shares, Canceled/Expired | ||
Weighted Average Exercise Price, Canceled/Expired | ||
Weighted Average Grant Date Fair Value, Canceled/Expired | ||
Number of Shares, Ending Balance | 4,476,737 | |
Weighted Average Exercise Price, Ending Balance | $ 2.64 | |
Weighted Average Grant Date Fair Value, Ending | $ 2.64 | |
Aggregate Intrinsic Value, Ending Balance | ||
Number of Shares, Exercisable | 4,376,737 | |
Weighted Average Exercise Price, Exercisable | $ 2.61 | |
Weighted Average Grant Date Fair Value, Exercisable | $ 2.61 | |
Weighted Average Remaining Contractual Term (Years), Exercisable | 3 months 7 days | |
Aggregate Intrinsic Value, Exercisable |
Summary of Restricted Stock Uni
Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of RSUs, Beginning Balance | shares | 2,795,000 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 8.09 |
Number of RSUs, Granted | shares | |
Weighted Average Grant Date Fair Value, Granted | $ / shares | |
Number of RSUs, Exercised | shares | |
Weighted Average Grant Date Fair Value, Exercised | $ / shares | |
Number of RSUs, Vested | shares | |
Weighted Average Grant Date Fair Value, Vested | $ / shares | |
Number of RSUs, Forfeited | shares | |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | |
Number of RSUs, Cancelled/Expired | shares | |
Weighted Average Grant Date Fair Value, Cancelled/Expired | $ / shares | |
Number of RSUs, Ending Balance | shares | 2,795,000 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 8.09 |
Stock-based Payments (Details N
Stock-based Payments (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Oct. 14, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Apr. 15, 2021 | Dec. 07, 2018 | Aug. 07, 2017 | Dec. 21, 2016 | Jan. 23, 2014 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock option expenses | $ 49,160 | $ 15,998 | |||||||
Unamortized value | 44,780 | 636,658 | |||||||
Equity Option [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based payment award, options, grants in period, grant date intrinsic value | $ 1.15 | ||||||||
Stock option expenses | $ 69,068 | $ 81,002 | |||||||
Equity Option [Member] | Common Stock [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based payment award, options, grants in period, grant date intrinsic value | $ 1.72 | ||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Restricted stock units | |||||||||
Grant date fair value | |||||||||
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Restricted stock units vested, description | One-third (33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $500,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the Common Stock equals or exceeds $5.00 during such trading day period | ||||||||
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Restricted stock units vested, description | One-third (33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $750,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the Common Stock equals or exceeds $5.00 during such trading day period | ||||||||
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Restricted stock units vested, description | The remaining awarded units will vest when the Company’s market capitalization is equal to or greater than $1,000,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the Common Stock equals or exceeds $5.00 during such trading day period | ||||||||
Restricted Stock Units (RSUs) [Member] | Director [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Restricted stock units | 2,795,000 | ||||||||
Grant date fair value | $ 8.09 | ||||||||
Restricted Stock [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Unamortized value | $ 22,611,550 | ||||||||
2013 Stock Incentive Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 2,162 | ||||||||
Amended Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based compensation arrangement by share-based payment award, shares purchased for award | 1,406 | ||||||||
Remaining shares available for issuance | 756 | ||||||||
2016 Stock Incentive Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 50,000,000 | ||||||||
Share-based compensation arrangement by share-based payment award, shares purchased for award | 4,188,315 | ||||||||
2017 Stock Incentive Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 3,516 | ||||||||
Share-based compensation arrangement by share-based payment award, shares purchased for award | 2,538 | ||||||||
Remaining shares available for issuance | 978 | ||||||||
2018 Stock Incentive Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 560,063 | ||||||||
Share-based compensation arrangement by share-based payment award, shares purchased for award | 263,026 | ||||||||
Remaining shares available for issuance | 297,037 | ||||||||
2021 Stock Incentive Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 7,228,184 | ||||||||
Share-based compensation arrangement by share-based payment award, shares purchased for award | 3,149,207 | ||||||||
Remaining shares available for issuance | 4,078,977 |
Summary of Warrant Activity (De
Summary of Warrant Activity (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Common Stock Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Warrants, Beginning Balance | shares | 6,514,827 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 4.93 |
Weighted Average Remaining Contractual Term (years), Beginning | 3 years 7 months 17 days |
Aggregate Intrinsic Value, Beginning | $ | |
Number of Warrants, Granted | shares | 6,651,885 |
Weighted Average Exercise Price, Granted | $ / shares | $ 2.255 |
Number of Warrants, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Remaining Contractual Term (Years), Execised | |
Number of Warrants, Forfeited | shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Number of Warrants, Cancelled/Expired | shares | |
Weighted Average Exercise Price, Cancelled/Expired | $ / shares | |
Number of Warrants, Ending Balance | shares | 13,168,712 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 3.58 |
Weighted Average Remaining Contractual Term (years), Ending Balance | 4 years 1 month 24 days |
Aggregate Intrinsic Value, Ending | $ | |
Number of Warrants, Exercisable | shares | 13,168,712 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 3.58 |
Weighted Average Remaining Contractual Term (years), Exercisable | 4 years 1 month 24 days |
Aggregate Intrinsic Value, Exercisable | $ | |
Pre-funded Common Stock Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Warrants, Beginning Balance | shares | 135,135 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0.002 |
Weighted Average Remaining Contractual Term (years), Beginning | |
Aggregate Intrinsic Value, Beginning | $ | $ 155,135 |
Number of Warrants, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Number of Warrants, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Warrants, Forfeited | shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Number of Warrants, Cancelled/Expired | shares | |
Weighted Average Exercise Price, Cancelled/Expired | $ / shares | |
Number of Warrants, Ending Balance | shares | 135,135 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.002 |
Weighted Average Remaining Contractual Term (years), Ending Balance | |
Aggregate Intrinsic Value, Ending | $ | $ 232,162 |
Number of Warrants, Exercisable | shares | 135,135 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.002 |
Weighted Average Remaining Contractual Term (years), Exercisable | |
Aggregate Intrinsic Value, Exercisable | $ | $ 232,162 |
Series C Convertible Preferred Stock Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Warrants, Beginning Balance | shares | 27,500 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 8 |
Weighted Average Remaining Contractual Term (years), Beginning | 1 year 11 months 8 days |
Aggregate Intrinsic Value, Beginning | $ | |
Number of Warrants, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Number of Warrants, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Warrants, Forfeited | shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Number of Warrants, Cancelled/Expired | shares | |
Weighted Average Exercise Price, Cancelled/Expired | $ / shares | |
Number of Warrants, Ending Balance | shares | 27,500 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 8 |
Weighted Average Remaining Contractual Term (years), Ending Balance | 1 year 8 months 12 days |
Aggregate Intrinsic Value, Ending | $ | |
Number of Warrants, Exercisable | shares | 27,500 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 8 |
Weighted Average Remaining Contractual Term (years), Exercisable | 1 year 8 months 12 days |
Aggregate Intrinsic Value, Exercisable | $ |
Equity (Details Narrative)
Equity (Details Narrative) | 3 Months Ended | ||||||
Feb. 21, 2023 $ / shares shares | Jul. 07, 2022 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) shares | Feb. 23, 2023 | Dec. 31, 2022 $ / shares shares | Aug. 17, 2022 $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares new issues | 550,000,000 | ||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||
Common stock, shares issued | 39,470,009 | 39,470,009 | |||||
Common stock, shares outstanding | 39,470,009 | 39,470,009 | |||||
Warrants to purchase Series C Preferred stock | 27,189,465 | 12,443,300 | |||||
Liquidation description | Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the each holder shares of the Series F Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount per share of Series F Preferred Stock equal to the greater of (A) 125% of the stated value of such share of Series F Preferred Stock (plus any applicable make-whole amount, unpaid late charge or other applicable amount) on the date of such payment and (B) the amount per share such holder would receive if such holder converted such share of Series F Preferred Stock into Common Stock immediately prior to the date of such payment. All shares of capital stock of the Company shall be junior in rank to all shares of Series F Preferred Stock with respect to the preferences as to payments upon the liquidation | ||||||
Preferred stock, terms of conversion | The Series F Preferred Stock cannot be converted to Common Stock if the holder and its affiliates would beneficially own more than 4.99% or 9.99% at the election of the holder of the outstanding Common Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon notice to us, provided that any increase in this limitation will not be effective until 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder providing such notice | ||||||
Debt description | The amortization payments due upon such redemption are payable, at the company’s election, in cash, or subject to certain limitations, in shares of Common Stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) a 80% of the average of the three lowest closing prices of the Company’s Common Stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) the Floor Price (as defined below). For purposes of the Series F Certificate of Designation, the “Floor Price” means the lower of (x) $0.4014 and (y) 20% of the “Minimum Price” (as defined in Rule 5635 of the Rules of the Nasdaq Stock Market) on the date of the Stockholder Approval (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock Market; provided that if the amount set forth in clause B is the lowest effective price, the Company will be required to pay the amortization payment in cash | ||||||
Derivative liability fair value | $ | $ 100,000 | ||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 5.98 | ||||||
Change in Fair Value of Warrant Liabilities | $ | $ 93,233 | (1,175,000) | |||||
Sale of Stock, Price Per Share | $ / shares | $ 2.99 | ||||||
Warrant expenses incurred | $ | $ 0 | $ 0 | |||||
Securities Purchase Agreement [Member] | Institutional and Accredited Investors [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants to acquire common stock | 6,651,885 | ||||||
IPO [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 5.25 | ||||||
Maximum [Member] | IPO [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Issuance of warrant | 1,411,764 | ||||||
Measurement Input, Default Rate [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Estimated penalty dividend rate | 0.5 | 0.4 | |||||
Measurement Input, Share Price [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Share price | $ / shares | $ 1.72 | ||||||
Measurement Input, Option Volatility [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Estimated penalty dividend rate | 120 | 125 | |||||
Warrants and Rights Outstanding, Measurement Input | 131.06 | 125 | |||||
Measurement Input, Price Volatility [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Estimated penalty dividend rate | 190 | 195 | |||||
Measurement Input, Maturity [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Estimated maturity date | 1 year 4 months 6 days | 1 year 3 months | |||||
Measurement Input, Discount Rate [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Estimated penalty dividend rate | 6.8 | 6.4 | |||||
Warrants and Rights Outstanding, Measurement Input | 3.07 | ||||||
Measurement Input, Expected Dividend Rate [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Estimated penalty dividend rate | 10 | 10 | |||||
Measurement Input, Lapse Rate [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Estimated penalty dividend rate | 15 | 15 | |||||
Warrants To Purchase Series C Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants to purchase Series C Preferred stock | 27,500 | ||||||
Series C Convertible Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred stock, shares authorized | 1,990,000 | ||||||
Preferred stock, shares issued | 0 | ||||||
Preferred stock, shares outstanding | 0 | ||||||
Series D Convertible Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred stock, shares authorized | 211,353 | 211,353 | |||||
Preferred stock, shares issued | 72,992 | 72,992 | |||||
Preferred stock, shares outstanding | 72,992 | 72,992 | |||||
Preferred stock par value, per share | $ / shares | $ 0.01 | $ 0.01 | |||||
Preferred stock conversion price, per share | $ / shares | $ 0.01 | ||||||
Conversion of stock description | A holder of Series D Preferred Stock is prohibited from converting Series D Preferred Stock into shares of Common Stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of our Common Stock then issued and outstanding (with such ownership restriction referred to as the “Series D Beneficial Ownership Limitation”) immediately after giving effect to the issuance of the shares of Common Stock issuable upon conversion of the Series D Preferred Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to us. The conversion rate of the Series D Preferred Stock is subject to proportionate adjustments for stock splits, reverse stock splits and similar events, but is not subject to adjustment based on price anti-dilution provisions | ||||||
Description of trading activities | If we fail to timely deliver shares of Common Stock upon conversion of the Series D Preferred Stock (the “Series D Conversion Shares”) within the time period specified in the Series D Certificate of Designation (within two trading days after delivery of the notice of conversion, or any shorter standard settlement period in effect with respect to trading market on the date notice is delivered), then we are obligated to pay to the holder, as liquidated damages, an amount equal to $25 per trading day (increasing to $50 per trading day on the third trading day and $100 per trading day on the sixth trading day) for each $5,000 of stated value of Series D Preferred Stock being converted which are not timely delivered. If we make such liquidated damages payments, we are also not obligated to make Series D Buy-In (as defined below) payments with respect to the same Series D Conversion Shares | ||||||
Preferred stock, terms of conversion | The Conversion Price can be adjusted as set forth in the Series F Certificate of Designation for stock dividends and stock splits or the occurrence of a fundamental transaction (generally including any reorganization, recapitalization or reclassification of the Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of the outstanding Common Stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by the outstanding Common Stock). The Conversion Price is also subject to “full ratchet” price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). If any shares of Series F Preferred Stock are converted or reacquired by us, such shares shall resume the status of authorized but unissued shares of Series F Preferred Stock of the Company and shall no longer be designated as Series F Preferred Stock | ||||||
Series E Convertible Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred stock, shares authorized | 100,000 | ||||||
Series F Convertible Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares new issues | 15,000 | ||||||
Preferred stock, shares authorized | 15,000 | ||||||
Preferred stock, shares issued | 15,000 | ||||||
Preferred stock, shares outstanding | 15,000 | ||||||
Conversion of stock description | If on any day after the issuance of the shares of Series F Preferred Stock the closing price of the Common Stock has exceeded 300% of the Conversion Price per share (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) for 20 consecutive trading days and the daily dollar trading volume of the Common Stock has exceeded $3,000,000 per trading day during the same period and certain equity conditions described in the Series F Certificate of Designation are satisfied (the “Mandatory Conversion Date”), we shall deliver written notice of the Mandatory Conversion (as defined below) to all holders on the Mandatory Conversion Date and, on such Mandatory Conversion Date, we shall convert all of each holder’s shares of Series F Preferred Stock into Conversion Shares at the then effective Conversion Price (the “Mandatory Conversion”) | ||||||
Preferred stock conversion ratio percentage | 0.1999 | ||||||
Series F Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | Institutional and Accredited Investors [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares new issues | 15,000 | ||||||
Series F Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Conversion of stock description | (i) the Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Company’s Common Stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) the Floor Price (as defined below). For purposes of the Certificate of Designation, the “Floor Price” means the lower of (x) $0.4014 and (y) 20% of the “Minimum Price” (as defined in Rule 5635 of the Rules of the Nasdaq Stock Market) on the date of the Stockholder Approval (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock Market | ||||||
Estimated penalty dividend rate | 10 | 10 | |||||
Conversion price | $ / shares | $ 2.255 | $ 2.255 | |||||
Share price | $ / shares | 0.4014 | ||||||
Series F Preferred Stock [Member] | Securities Purchase Agreement [Member] | Institutional and Accredited Investors [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Conversion price | $ / shares | $ 2.255 | ||||||
Series F Preferred Stock [Member] | Measurement Input, Default Rate [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Estimated penalty dividend rate | 15 | 15 | |||||
Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Common stock, shares authorized | 50,000,000 | ||||||
Underlying shares of common stock | 36,496 | ||||||
Derivative liability fair value | $ | $ 3,300,000 | ||||||
Common Stock [Member] | Series F Convertible Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Underlying shares of common stock | 6,651,885 | ||||||
Common Stock Warrants [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 1.72 | 1.15 | |||||
Warrant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares new issues | 38,265 | ||||||
Estimated maturity date | 5 years | 5 years | |||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 5.98 | ||||||
Warrant [Member] | Measurement Input, Option Volatility [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | 125 | ||||||
Pre-funded Common Stock Warrants [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Share price | $ / shares | $ 1.72 | 1.15 | |||||
Series C Convertible Preferred Stock Warrants [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Share price | $ / shares | $ 1.72 | $ 1.15 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Research and Development Expense [Member] | ||
Loss Contingencies [Line Items] | ||
Cost and expenses incurred | $ 0 | $ 48,000 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Employer matching contribution, percent of match | 100% | |
Employer matching contribution, percent of employees' gross pay | 3% | |
Contributions to employee | $ 10,281 | $ 8,750 |
401 K Plan Matches 50% [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer matching contribution, percent of match | 50% | |
Employer matching contribution, percent of employees' gross pay | 3% | |
401 K Plan Maximum 5% [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer matching contribution, percent of employees' gross pay | 5% |
Patent Assignment and Royalty_2
Patent Assignment and Royalty Agreement (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Patent Assignment And Royalty Agreement | ||
Revenue |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | ||
Apr. 27, 2023 | Apr. 04, 2023 | Mar. 31, 2023 | |
Subsequent Event [Line Items] | |||
Net of discount and offering costs, share | 550,000,000 | ||
Subsequent Event [Member] | Mr Jonnie Williams [Member] | |||
Subsequent Event [Line Items] | |||
Payments to acquire projects | $ 500,000 | ||
Subsequent Event [Member] | Two Thousand Twenty One Stock Incentive Plan [Member] | Share-Based Payment Arrangement, Option [Member] | |||
Subsequent Event [Line Items] | |||
Net of discount and offering costs, share | 750,000 | ||
Fair value per share | $ 1.55 | ||
Cumulative fair market value | $ 978,675 | ||
Exercise price | $ 1.55 | ||
Stock price | $ 1.55 | ||
Volatility | 122.12% | ||
Discount rate | 3.39% | ||
Term | 5 years | ||
Cumulative fair market value | 250,000 | ||
Exercised | 135,135 | ||
Forward contracts | 135,135 | ||
Net proceeds | $ 0 | ||
Subsequent Event [Member] | Two Thousand Twenty One Stock Incentive Plan [Member] | Share-Based Payment Arrangement, Option [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||
Subsequent Event [Line Items] | |||
Cumulative fair market value | 250,000 | ||
Subsequent Event [Member] | Two Thousand Twenty One Stock Incentive Plan [Member] | Share-Based Payment Arrangement, Option [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||
Subsequent Event [Line Items] | |||
Cumulative fair market value | 250,000 |