Cover
Cover - shares | 3 Months Ended | |
Nov. 30, 2023 | Jan. 12, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Nov. 30, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --08-31 | |
Entity File Number | 000-52403 | |
Entity Registrant Name | CNBX PHARMACEUTICALS INC. | |
Entity Central Index Key | 0001343009 | |
Entity Tax Identification Number | 46-5644005 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | #3 Bethesda Metro Center | |
Entity Address, Address Line Two | Suite 700 | |
Entity Address, City or Town | Bethesda | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20814 | |
City Area Code | (877) | |
Local Phone Number | 424-2429 | |
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 | 31,111,352 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Nov. 30, 2023 | Aug. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 81,647 | $ 129,696 |
Prepaid expenses and other receivables | 69,289 | 94,612 |
Total current assets | 150,936 | 224,308 |
Equipment, net | 236,466 | 274,731 |
Total assets | 387,402 | 499,039 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 245,712 | 335,915 |
Convertible loan | 1,314,120 | 1,343,584 |
Due to a related party | 922,499 | 836,829 |
Total current liabilities | 2,482,331 | 2,516,328 |
Stockholders' equity (deficit): | ||
Preferred stock, $.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $.0001 par value, 900,000,000 shares authorized, 28,311,352 and 22,611,352 shares issued and outstanding at November 30, 2023 and outstanding at August 31, 2023 respectively | 2,831 | 2,261 |
Additional paid-in capital | 22,339,965 | 22,239,652 |
Accumulated deficit | (24,437,725) | (24,259,202) |
Total stockholders' equity (deficit) | (2,094,929) | (2,017,289) |
Total liabilities and stockholders' equity | $ 387,402 | $ 499,039 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Nov. 30, 2023 | Aug. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 900,000,000 | 900,000,000 |
Common Stock, Shares, Issued | 28,311,352 | 22,611,352 |
Common Stock, Shares, Outstanding | 28,311,352 | 22,611,352 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Nov. 30, 2023 | Nov. 30, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 89,437 | $ 0 |
Research and development expense | 112,418 | 62,888 |
General and administrative expenses | 148,919 | 283,902 |
Total operating expenses | 261,337 | 346,790 |
Loss from operations | (171,900) | (346,790) |
Other (Loss) Income | ||
Financial (Loss) | (6,623) | (10,879) |
Net loss | (178,523) | (357,669) |
Loss from available for sale assets | 0 | (59,870) |
Total comprehensive loss | $ (178,523) | $ (417,539) |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |
Nov. 30, 2023 | Nov. 30, 2022 | |
Income Statement [Abstract] | ||
Earnings Per Share, Basic | $ (0.001) | $ (0.33) |
Earnings Per Share, Diluted | $ (0.001) | $ (0.33) |
Weighted Average Number of Shares Outstanding, Basic | 27,760,802 | 1,257,927 |
Weighted Average Number of Shares Outstanding, Diluted | 27,760,802 | 1,257,927 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Warrants [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Aug. 31, 2022 | $ 124 | $ 18,031,869 | $ 3,459,510 | $ (2,574,846) | $ (20,548,968) | $ (1,632,311) |
Beginning balance, shares at Aug. 31, 2022 | 1,238,659 | |||||
Share based payment | 75,557 | 75,557 | ||||
Net loss | (357,669) | (357,669) | ||||
Other comprehensive loss | (59,870) | (59,870) | ||||
Ending balance, value at Nov. 30, 2022 | $ 124 | 18,107,426 | 3,459,510 | (2,634,716) | (20,906,637) | (1,974,293) |
Beginning balance, shares at Nov. 30, 2022 | 1,238,659 | |||||
Beginning balance, value at Aug. 31, 2023 | $ 2,261 | 22,239,652 | 0 | 0 | (24,259,202) | (2,017,289) |
Beginning balance, shares at Aug. 31, 2023 | 22,611,352 | |||||
Share based payment | 34,975 | 34,975 | ||||
Exercise of a Convertible loan to shares of common stock. | $ 570 | 65,338 | 65,908 | |||
Beginning balance, shares | 5,700,000 | |||||
Net loss | (178,523) | (178,523) | ||||
Other comprehensive loss | 0 | |||||
Ending balance, value at Nov. 30, 2023 | $ 2,831 | $ 22,339,965 | $ 0 | $ 0 | $ (24,437,725) | $ (2,094,929) |
Beginning balance, shares at Nov. 30, 2023 | 28,311,352 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Nov. 30, 2023 | Nov. 30, 2022 | |
Cash flows from operating activities: | ||
Net Loss | $ (178,523) | $ (357,669) |
Adjustments required to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 39,461 | 43,185 |
Interest on loans | 11,451 | 4,541 |
Share based payment | 34,975 | 75,557 |
Changes in operating assets and liabilities: | ||
Decrease (increase) Accounts Receivable and prepaid expenses | 25,323 | 2,687 |
Increase (decrease) Accounts payable and accrued liabilities | (4,533) | 135,784 |
Net cash used in operating activities | (71,846) | (95,915) |
Cash flows from investing activities: | ||
Acquisition of equipment | (1,196) | 0 |
Net cash used in investing activities | (1,196) | 0 |
Cash flows from financing activities: | ||
Proceeds from issuance of a Convertible loan | 24,993 | 0 |
Net cash provided by financing activities | 24,993 | 0 |
Net increase (Decrease) in cash | (48,049) | (95,915) |
Cash and cash equivalents at beginning of the Period | 129,696 | 117,515 |
Cash and cash equivalents at end of the Period | $ 81,647 | $ 21,600 |
Nature of Business, Presentatio
Nature of Business, Presentation and Going Concern | 3 Months Ended |
Nov. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business, Presentation and Going Concern | Note 1 – Nature of Business, Presentation and Going Concern Organization CNBX Pharmaceuticals Inc. (the “Company”), was incorporated in the State of Nevada, on September 15, 2004, under the name of Thrust Energy Corp. On September 30, 2010, we increased our authorized capital to 900 million shares of common stock (par value $0.0001) and 100 million shares of preferred stock (par value $0.0001) and effected a 20-for-1 reverse split of our issued and outstanding common stock. As a result of the reverse split, our issued and outstanding common stock was reduced from 13,604,000 shares to 680,200 shares and 5,000,000 preferred shares. On April 25, 2014, the Company experienced a change in control. Cannabics, Inc. (“Cannabics”) acquired a majority of the issued and outstanding common stock of the Company in accordance with stock purchase agreements. On the closing date, April 25, 2014, pursuant to the terms of the Stock Purchase Agreement, Cannabics purchased 41,000,000 shares of the Company’s outstanding restricted common stock for $198,000, representing 51%. On May 21, 2014, the Company changed its name, via merger in the state of Nevada, to CNBX Pharmaceuticals Inc. The Company’s principal offices are in Bethesda, Maryland. The Company changed its course of business to laboratory research and development. On June 19, 2014, FINRA granted final approval of Change of Name & Ticker Symbol of the Corporation from American Mining Corporation to CNBX PHARMACEUTICALS INC., with the new Ticker Symbol of “CNBX”. Said approval was predicated upon CNBX Pharmaceuticals Inc.’s filing of Articles of Merger with American Mining Corporation with the Nevada Secretary of State on May 21, 2014. Under the laws of the State of Nevada, CNBX Pharmaceuticals Inc. was merged with and into the Registrant, with the Registrant being the surviving entity. The Merger was completed under Section 92A.180 of the Nevada Revised Statutes, Chapter 92A, as amended, and as such, does not require the approval of the stockholders of either the Registrant or CNBX Pharmaceuticals Inc. On August 25, 2014, the Company organized G.R.I.N. Ultra Ltd. (“GRIN”), an Israeli corporation, as a wholly-owned subsidiary. GRIN will provide research and development activities for the Company’s products in Israel. On July 24, 2017, the Company announced its establishment of a genetics laboratory to develop diagnostic tools based on human genome, tumor genetics and specific cannabinoids. On August 20 th in-vivo On October 18 th Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial statement presentation and in accordance with Form 10-Q. Accordingly, they do not include all of the information and footnotes required in annual financial statements. In the opinion of management, the unaudited financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position and results of operations and cash flows. The results of operations presented are not necessarily indicative of the results to be expected for any other interim period or for the entire year. These unaudited financial statements should be read in conjunction with our August 31, 2022 annual financial statements included in our Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on November 29 th Principles of Consolidation The consolidated financial statements include the accounts of the Company and GRIN. All significant inter-company balances and transactions have been eliminated in consolidation. Going Concern The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred a net loss of $ 178,523 24,437,725 The ability of the Company to continue as a going concern is dependent upon its abilities to generate revenues, to continue to raise investment capital, and develop and implement its business plan. No assurance can be given that the Company will be successful in these efforts. Research and Development Costs The Company accounts for research and development costs in accordance with Accounting Standards Codification 730 “Research and Development” (“ASC 730”). ASC 730 requires that research and development costs be charged to expense when incurred. Research and development costs charged to expense were $ 112,418 62,888 Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses, total assets, or stockholders’ equity as previously reported. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Nov. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 2 – Related Party Transactions During the three months ending November 30, 2023, the Company paid $ 16,685 no In addition, During the three months ending November 30, 2023 the Company accrued $ 85,670 113,869 As of November 30, 2023, the Company had a balance outstanding payable to two directors: Gabriel Yariv and Eyal Barad in the total of $ 698,854 During the three months ending November 30, 2023, the Company recorded a non cash expense of $ 34,975 The Company had a balance outstanding at November 30, 2023 and at November 30, 2022 of $ 223,645 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 3 Months Ended |
Nov. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | Note 3 – Stockholders’ Equity (Deficit) Authorized Shares The Company is authorized to issue up to 900,000,000 .0001 During the three months ending November 30, 2023, the Company issued 5,700,000 65,908 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Nov. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 4 – Commitments and Contingencies We lease the property of our laboratory in Rehovot, Israel, the monthly lease is $ 6,500 |
Private Placement of Notes and
Private Placement of Notes and Warrant | 3 Months Ended |
Nov. 30, 2023 | |
Debt Disclosure [Abstract] | |
Private Placement of Notes and Warrant | Note 5 – Private Placement of Notes and Warrant On December 16, 2020, we entered into a Securities Purchase Agreement (“SPA”) with an institutional investor for a private placement of senior secured convertible notes totaling up to an aggregate of $2,750,000 to be issued in three tranches subject to the achievement of certain milestones. The convertible notes include a conversion right, at the Investor’s option, to convert the convertible notes into shares of our Common Stock at a conversion price equal to the lower of (i) $42 per share or (ii) eighty percent (80%) of the average of the two lowest daily volume-weighted average price for the Company’s Common Stock during the ten (10) consecutive trading days preceding the conversion date (the “notes”). The investor has the right to have the conversion price reduced if we issue Common Stock or convertible notes at a lower conversion price than $42 during the period that the notes are outstanding. The notes are due one year from issuance. The notes will be interest free, but in the event of a default, they will bear annual interest at a rate of 18.00%. The SPA and the notes contain events of default, including, among other things, failure to repay the notes by the maturity date, and bankruptcy and insolvency events, that would result in the imposition of the default interest rate. On December 21, 2020, we closed the first tranche and issued a note in the amount of $ 825,000 550,000 1,375,000 75,000 50,000 125,000 32,614 On April 23, 2021, we entered into a senior secured promissory note (the “Senior Secured Note”) for $ 1,375,000 45,833 On February 15, 2022, we entered into a forbearance agreements with the institutional investor relating to that certain Senior Secured Note. Pursuant to the forbearance agreement, the investor, through March 7, 2022, agreed to forbear from exercising any rights and remedies against the Company related to the outstanding payments and to waive certain other defaults under the Senior Secured Note and related rights pursuant to the registration rights agreement entered into in December 2020 between the Company and the investor. On November 28, 2022, we entered into a forbearance agreements with the institutional investor relating to that certain Senior Secured Note. Pursuant to the forbearance agreement, the investor, through December 12, 2022, agreed to forbear from exercising any rights and remedies against the Company related to the outstanding payments and to waive certain other defaults under the Senior Secured Note and related rights pursuant to the registration rights agreement entered into in December 2020 between the Company and the investor. On March 16, 2022, we issued to the investor a demand promissory note (the “Demand Note”) in the principal amount of $ 280,000 40,000 We entered into a forbearance agreements with the institutional investor relating to that certain Senior Secured Note. Pursuant to the forbearance agreement, the investor, through January 31, 2023, agreed to forbear from exercising any rights and remedies against the Company related to the outstanding payments and to waive certain other defaults under the Senior Secured Note and related rights pursuant to the registration rights agreement. On June 15, 2022, the Company entered into a Securities Purchase Agreement providing for the issuance of the Convertible Promissory Note in the principal amount of $ 154,250 154,000 9 th . In the period of January through March 2023, the Company entered into a Securities Purchase Agreement providing for the issuance of the Convertible Promissory Note in the principal amount of $ 35,000 35,000 5 th On June 12, 2023, the Company entered into a Securities Purchase Agreement providing for the issuance of the Convertible Promissory Note in the principal amount of $ 65,000 165,000 5 th On October 13, 2023, the Company entered into a Securities Purchase Agreement providing for the issuance of the Convertible Promissory Note in the principal amount of $ 24,993 25,000 5 Interest expenses amounted to $ 11,451 4,541 |
Subsequent events
Subsequent events | 3 Months Ended |
Nov. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 6 – Subsequent events On December, 2023 the company issued 2,800,000 shares as a result of a CLA conversion. The Company has evaluated subsequent events through the date the financial statements were issued and filed with the SEC and has determined that there are no other such events that warrant disclosure or recognition in the financial statements. |
Nature of Business, Presentat_2
Nature of Business, Presentation and Going Concern (Policies) | 3 Months Ended |
Nov. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization CNBX Pharmaceuticals Inc. (the “Company”), was incorporated in the State of Nevada, on September 15, 2004, under the name of Thrust Energy Corp. On September 30, 2010, we increased our authorized capital to 900 million shares of common stock (par value $0.0001) and 100 million shares of preferred stock (par value $0.0001) and effected a 20-for-1 reverse split of our issued and outstanding common stock. As a result of the reverse split, our issued and outstanding common stock was reduced from 13,604,000 shares to 680,200 shares and 5,000,000 preferred shares. On April 25, 2014, the Company experienced a change in control. Cannabics, Inc. (“Cannabics”) acquired a majority of the issued and outstanding common stock of the Company in accordance with stock purchase agreements. On the closing date, April 25, 2014, pursuant to the terms of the Stock Purchase Agreement, Cannabics purchased 41,000,000 shares of the Company’s outstanding restricted common stock for $198,000, representing 51%. On May 21, 2014, the Company changed its name, via merger in the state of Nevada, to CNBX Pharmaceuticals Inc. The Company’s principal offices are in Bethesda, Maryland. The Company changed its course of business to laboratory research and development. On June 19, 2014, FINRA granted final approval of Change of Name & Ticker Symbol of the Corporation from American Mining Corporation to CNBX PHARMACEUTICALS INC., with the new Ticker Symbol of “CNBX”. Said approval was predicated upon CNBX Pharmaceuticals Inc.’s filing of Articles of Merger with American Mining Corporation with the Nevada Secretary of State on May 21, 2014. Under the laws of the State of Nevada, CNBX Pharmaceuticals Inc. was merged with and into the Registrant, with the Registrant being the surviving entity. The Merger was completed under Section 92A.180 of the Nevada Revised Statutes, Chapter 92A, as amended, and as such, does not require the approval of the stockholders of either the Registrant or CNBX Pharmaceuticals Inc. On August 25, 2014, the Company organized G.R.I.N. Ultra Ltd. (“GRIN”), an Israeli corporation, as a wholly-owned subsidiary. GRIN will provide research and development activities for the Company’s products in Israel. On July 24, 2017, the Company announced its establishment of a genetics laboratory to develop diagnostic tools based on human genome, tumor genetics and specific cannabinoids. On August 20 th in-vivo On October 18 th |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial statement presentation and in accordance with Form 10-Q. Accordingly, they do not include all of the information and footnotes required in annual financial statements. In the opinion of management, the unaudited financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position and results of operations and cash flows. The results of operations presented are not necessarily indicative of the results to be expected for any other interim period or for the entire year. These unaudited financial statements should be read in conjunction with our August 31, 2022 annual financial statements included in our Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on November 29 th |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and GRIN. All significant inter-company balances and transactions have been eliminated in consolidation. |
Going Concern | Going Concern The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred a net loss of $ 178,523 24,437,725 The ability of the Company to continue as a going concern is dependent upon its abilities to generate revenues, to continue to raise investment capital, and develop and implement its business plan. No assurance can be given that the Company will be successful in these efforts. |
Research and Development Costs | Research and Development Costs The Company accounts for research and development costs in accordance with Accounting Standards Codification 730 “Research and Development” (“ASC 730”). ASC 730 requires that research and development costs be charged to expense when incurred. Research and development costs charged to expense were $ 112,418 62,888 |
Reclassifications | Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses, total assets, or stockholders’ equity as previously reported. |
Nature of Business, Presentat_3
Nature of Business, Presentation and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Aug. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net Income (Loss) Attributable to Parent | $ 178,523 | $ 357,669 | |
Retained Earnings (Accumulated Deficit) | 24,437,725 | $ 24,259,202 | |
Research and Development Expense | $ 112,418 | $ 62,888 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Aug. 31, 2023 | |
Related Party Transaction [Line Items] | |||
Accounts Payable and Accrued Liabilities, Current | $ 245,712 | $ 335,915 | |
Gabriel Yariv And Eyal Barad [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts Payable and Accrued Liabilities, Current | 698,854 | ||
Two Directors [Member] | |||
Related Party Transaction [Line Items] | |||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | 16,685 | $ 0 | |
Accrued Salaries | 85,670 | 113,869 | |
Board Chairman [Member] | Share Based Payment [Member] | |||
Related Party Transaction [Line Items] | |||
Other Noncash Expense | 34,975 | ||
Cannabics [Member] | |||
Related Party Transaction [Line Items] | |||
Notes Payable | $ 223,645 | $ 223,645 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details Narrative) - USD ($) | 3 Months Ended | |
Nov. 30, 2023 | Aug. 31, 2023 | |
Equity [Abstract] | ||
Common Stock, Shares Authorized | 900,000,000 | 900,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Debt Conversion, Converted Instrument, Shares Issued | 5,700,000 | |
Debt Conversion, Converted Instrument, Amount | $ 65,908 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 3 Months Ended |
Nov. 30, 2023 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Monthly operating lease expense | $ 6,500 |
Private Placement of Notes an_2
Private Placement of Notes and Warrant (Details Narrative) - USD ($) | 3 Months Ended | |||||||||
Oct. 13, 2023 | Jun. 12, 2023 | Jun. 15, 2022 | Apr. 23, 2021 | Feb. 22, 2021 | Dec. 21, 2020 | Nov. 30, 2023 | Mar. 31, 2023 | Nov. 30, 2022 | Mar. 16, 2022 | |
Short-Term Debt [Line Items] | ||||||||||
Proceeds from Convertible Debt | $ 24,993 | $ 0 | ||||||||
Interest Expense, Debt | 11,451 | 4,541 | ||||||||
Demand Note [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt Instrument, Unamortized Discount | $ 40,000 | |||||||||
Debt Instrument, Face Amount | $ 280,000 | |||||||||
Securities Purchase Agreement [Member] | Senior Secured Note [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Proceeds from Notes Payable | $ 1,375,000 | |||||||||
Warrants issued | 45,833 | |||||||||
Securities Purchase Agreement [Member] | Initial Note [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Proceeds from Notes Payable | $ 825,000 | |||||||||
Debt Instrument, Unamortized Discount | $ 75,000 | |||||||||
Securities Purchase Agreement [Member] | Second Note [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Proceeds from Notes Payable | $ 550,000 | |||||||||
Debt Instrument, Unamortized Discount | $ 50,000 | |||||||||
Securities Purchase Agreement [Member] | Third Note [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Proceeds from Notes Payable | $ 1,375,000 | |||||||||
Debt Instrument, Unamortized Discount | $ 125,000 | |||||||||
Securities Purchase Agreement [Member] | Pre Delivery Shares [Member] | The Investor [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 32,614 | |||||||||
Convertible Promissory Note [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 24,993 | $ 65,000 | $ 154,250 | $ 35,000 | ||||||
Proceeds from Convertible Debt | $ 25,000 | $ 165,000 | $ 154,000 | $ 35,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | 5% | 9% | 5% | ||||||
Interest Expense, Debt | $ 11,451 | $ 4,541 |