Cover
Cover - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Mar. 15, 2022 | Jan. 13, 2022 | Jun. 30, 2021 | |
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2021 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2021 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity File Number | 000-56145 | |||
Entity Registrant Name | VICAPSYS LIFE SCIENCES, INC. | |||
Entity Central Index Key | 0001468639 | |||
Entity Tax Identification Number | 91-1930691 | |||
Entity Incorporation, State or Country Code | FL | |||
Entity Address, Address Line One | 7778 Mcginnis Ferry Rd. #270 | |||
Entity Address, City or Town | Suwanee | |||
Entity Address, State or Province | GA | |||
Entity Address, Postal Zip Code | 30024 | |||
City Area Code | (972) | |||
Local Phone Number | 891-8033 | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | true | |||
Elected Not To Use the Extended Transition Period | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 11,646,230 | |||
Entity Common Stock, Shares Outstanding | 30,814,564 | |||
ICFR Auditor Attestation Flag | false | |||
Auditor Name | D. Brooks and Associates CPAs, P.A. | |||
Auditor Location | Palm Beach Gardens, Florida | |||
Auditor Firm ID | 4048 | |||
Series A Preferred Stock [Member] | ||||
Shares issued upon conversion | 10,440,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 217,295 | $ 1,269 |
Prepaid Expenses | 5,498 | |
Total Current Assets | 222,793 | 1,269 |
Intangible asset, net of accumulated amortization of $120,994 and $89,665, respectively | 371,520 | 402,849 |
Total Assets | 594,313 | 404,118 |
Current Liabilities: | ||
Accounts payable | 487,792 | 501,732 |
Accounts payable, related parties | 112,860 | 236,180 |
Accrued salaries, related parties | 115,312 | 115,312 |
Total Current Liabilities | 715,964 | 853,224 |
Stockholders’ Deficit: | ||
Common Stock, par value $0.001; 300,000,000 shares authorized; 19,747,283 and 17,483,283 shares issued and outstanding, respectively | 19,747 | 17,483 |
Common stock to be issued, par value $0.001; 11,067,281 and 651,281 shares outstanding, respectively | 11,067 | 651 |
Additional paid-in capital | 13,977,160 | 13,418,074 |
Accumulated deficit | (14,129,625) | (13,892,754) |
Total Stockholders’ Deficit | (121,651) | (449,106) |
Total Liabilities and Stockholders’ Deficit | 594,313 | 404,118 |
Series A Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock value | 3,000 | |
Series B Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock value | $ 4,440 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Intangible asset, net of accumulated amortization | $ 120,994 | $ 89,665 |
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 19,747,283 | 17,483,283 |
Common stock, shares outstanding | 19,747,283 | 17,483,283 |
Common stock to be issued, par value | $ 0.001 | $ 0.001 |
Common stock to be issued, shares outstanding | 11,067,281 | 651,281 |
Series A Preferred Stock [Member] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 0 | 3,000,000 |
Preferred stock, shares outstanding | 0 | 3,000,000 |
Series B Preferred Stock [Member] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 4,440,000 | 4,440,000 |
Preferred stock, shares issued | 0 | 4,440,000 |
Preferred stock, shares outstanding | 0 | 4,440,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating Expenses: | ||
Personnel costs | 91,502 | 286,327 |
Research and development expenses, related party | 17,698 | 102,180 |
Professional fees | 191,881 | 330,380 |
General and administrative expenses | 35,790 | 46,957 |
Total operating expenses | 336,871 | 765,844 |
Loss from operations | (336,871) | (765,844) |
Other income: | ||
Other income | 100,000 | |
Total other income | 100,000 | |
Loss before income taxes | (236,871) | (765,844) |
Income taxes | ||
Net loss | $ (236,871) | $ (765,844) |
Loss per share basic and diluted | $ (0.01) | $ (0.04) |
Basic and diluted weighted average common shares outstanding | 17,656,762 | 17,483,283 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Series A Preferred Stock [Member]Preferred Stock [Member] | Series B Preferred Stock [Member]Preferred Stock [Member] | Common Stock [Member] | Common Stock To Be Issued [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 3,000 | $ 4,440 | $ 17,483 | $ 651 | $ 13,403,293 | $ (13,126,910) | $ 301,957 |
Beginning balance, shares at Dec. 31, 2019 | 3,000,000 | 4,440,000 | 17,483,283 | 651,281 | |||
Stock-based compensation expense | 14,781 | 14,781 | |||||
Net loss | (765,844) | (765,844) | |||||
Ending balance, value at Dec. 31, 2020 | $ 3,000 | $ 4,440 | $ 17,483 | $ 651 | 13,418,074 | (13,892,754) | (449,106) |
Ending balance, shares at Dec. 31, 2020 | 3,000,000 | 4,440,000 | 17,483,283 | 651,281 | |||
Conversion of Series A Preferred Stock to common stock to be issued | $ (3,000) | $ 6,000 | (3,000) | ||||
Conversion of Series A Preferred Stock to common stock to be issued, shares | (3,000,000) | 6,000,000 | |||||
Conversion of Series B Preferred Stock to common stock | $ (4,440) | $ 4,440 | |||||
Conversion of Series B Preferred Stock to common stock, shares | (4,440,000) | 4,440,000 | |||||
Common stock issued for common stock to be issued | $ 24 | $ (24) | |||||
Common stock issued for common stock to be issued, shares | 24,000 | (24,000) | |||||
Sale of common stock for cash | $ 2,240 | 557,760 | 560,000 | ||||
Sale of common stock for cash, shares | 2,240,000 | ||||||
Stock-based compensation expense | 4,326 | 4,326 | |||||
Net loss | (236,871) | (236,871) | |||||
Ending balance, value at Dec. 31, 2021 | $ 19,747 | $ 11,067 | $ 13,977,160 | $ (14,129,625) | $ (121,651) | ||
Ending balance, shares at Dec. 31, 2021 | 19,747,283 | 11,067,281 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (236,871) | $ (765,844) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization | 31,329 | 31,424 |
Stock-based compensation | 4,326 | 14,781 |
Gain on sale of equity method investment | (100,000) | |
Changes in operating assets and liabilities: | ||
Prepaid Expenses | (5,498) | |
Accounts payable | (13,940) | 105,250 |
Accounts payable, related party | (123,320) | 236,180 |
Accrued salaries, related party | 115,312 | |
Net Cash Used in Operating Activities | (443,974) | (262,897) |
Cash Flows from Investing Activities: | ||
Proceeds from sale of equity method investment | 100,000 | |
Net Cash Used in Investing Activities | 100,000 | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of common stock | 560,000 | |
Net Cash Provided By Financing Activities | 560,000 | |
Net Increase (Decrease) in Cash | 216,026 | (262,897) |
Cash, Beginning of year | 1,269 | 264,166 |
Cash, End of year | $ 217,295 | $ 1,269 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | NOTE 1 - ORGANIZATION Business Vicapsys Life Sciences, Inc. (“VLS”) was incorporated in the State of Florida on July 8, 1997 under the name All Product Distribution Corp. On August 19, 1998, the Company changed its name to Phage Therapeutics International, Inc. On November 13, 2007, the Company changed its name to SSGI, Inc. On September 13, 2017, the Company changed its name to Vicapsys Life Sciences, Inc., effected a 1-for-100 reverse stock split of its outstanding common stock, increased the Company’s authorized capital stock to 300,000,000 0.001 20,000,000 0.001 The Company’s strategy is to develop and commercialize, on a worldwide basis, various intellectual property rights (patents, patent applications, know how, etc.) relating to a series of encapsulated products that incorporate proprietary derivatives of the chemokine CXCL12 for creating a zone of immunoprotection around cells, tissues, organs and devices for therapeutic purposes. The product name VICAPSYN™ is the Company’s proprietary product line that is applied to transplantation therapies and related stem-cell applications in the transplantation field. |
GOING CONCERN AND MANAGEMENT_S
GOING CONCERN AND MANAGEMENT’S PLANS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN AND MANAGEMENT’S PLANS | NOTE 2 – GOING CONCERN AND MANAGEMENT’S PLANS The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which assumes the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The Company experienced a net loss of $ 236,871 493,171 14,129,625 In March 2020, the World Health Organization declared the novel COVID-19 virus as a global pandemic. The COVID-19 outbreak in the United States has resulted in a significant impact to the Company’s ability to secure additional debt or equity funding to support operations. The Company raised $ 560,000 (see Note 10) during the year ended December 31, 2021 and management intends to raise additional funds in 2022 to support current operations and extend research and development of its product line. No assurance can be given that the Company will be successful in this effort. If the Company is unable to raise additional funds in 2022, it will be forced to severely curtail all operations and research and development activities. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The consolidated financial statements of the Company include the consolidated accounts of VLS and VI, its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. Emerging Growth Company The Company qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates for the years ended December 31, 2021, and 2020, include useful life of property and equipment (prior to disposal, ss Notes 3 and 9) and intangible assets, valuation allowance for deferred tax asset and non-cash equity transactions and stock-based compensation. Cash The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. The Company held no Intangible Assets Costs for intangible assets are accounted for through the capitalization of those costs incurred in connection with developing or obtaining such assets. Capitalized costs are included in intangible assets in the consolidated balance sheets. The Company’s intangible assets consist of costs incurred in connection with securing an Exclusive Patent License Agreement with The General Hospital Corporation, d/b/a Massachusetts General Hospital (“MGH”), as amended (the “License Agreement”). These costs are being amortized over the term of the License Agreement which is based on the remaining life of the related patents being licensed. Long-Lived Assets The Company recognizes impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying values. Management has reviewed the Company’s long-lived assets for the years ended December 31, 2021 and 2020, no such impairments were identified. Equity Method Investment The Company accounts for investments in which the Company owns more than 20 Investments—Equity Method and Joint Ventures The amount of the adjustment is included in the determination of net income by the investor, and such amount reflects adjustments similar to those made in preparing consolidated statements including adjustments to eliminate intercompany gains and losses, and to amortize, if appropriate, any difference between investor cost and underlying equity in net assets of the investee at the date of investment. The investment of an investor is also adjusted to reflect the investor’s share of changes in the investee’s capital. Dividends received from an investee reduce the carrying amount of the investment. A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has occurred which is other than temporary, and which should be recognized even though the decrease in value is in excess of what would otherwise be recognized by application of the equity method. In accordance with ASC 323-10-35-20 through 35-22, the investor ordinarily shall discontinue applying the equity method if the investment (and net advances) is reduced to zero and shall not provide for additional losses unless the investor has guaranteed obligations of the investee or is otherwise committed to provide further financial support for the investee. An investor shall, however, provide for additional losses if the imminent return to profitable operations by an investee appears to be assured. For example, a material, nonrecurring loss of an isolated nature may reduce an investment below zero even though the underlying profitable operating pattern of an investee is unimpaired. If the investee subsequently reports net income, the investor shall resume applying the equity method only after its share of that net income equals the share of net losses not recognized during the period the equity method was suspended. Equity and cost method investments are classified as investments. The Company periodically evaluates its equity and cost method investments for impairment due to declines considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded as an impairment loss in the accompanying consolidated statements of operations. The Company’s equity method investment consisted of equity owned in Athens Encapsulation Inc. (“AEI”), a Company controlled by former directors of the Company which was given to the Company as part of an investment and restructuring agreement entered into in May 2019. In January 2021, the Company sold its equity investment in AEI, back to AEI for $ 100,000 Fair Value of Financial Instruments ASC 825, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2021 and 2020. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued liabilities, payables with related parties, approximate their fair values because of the short maturity of these instruments. Revenue Recognition Revenue recognition is accounted for under ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) and all the related amendments. The core principle of ASC 606 requires that an entity 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. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company’s contracts with customers are generally on a contract and work order basis and represent obligations that are satisfied at a point in time, as defined in the new guidance, generally upon delivery or has services are provided. Accordingly, revenue for each sale is recognized when the Company has completed its performance obligations. Any costs incurred before this point in time, are recorded as assets to be expensed during the period the related revenue is recognized. During the years ended December 31, 2021, and 2020, the Company did not have any revenue. Stock-based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation, Research and Development Costs and expenses that can be clearly identified as research and development are charged to expense as incurred. For the years ended December 31, 2021, and 2020, the Company recorded $ 17,698 102,180 Income Taxes The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. Deferred tax assets and liabilities are recognized to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. Interest and penalties are classified as a component of interest and other expenses. To date, the Company has not been assessed, nor paid, any interest or penalties. Uncertain tax positions are measured and recorded by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized. Earnings (Loss) Per Share The Company reports earnings (loss) per share in accordance with ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net loss by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. As of December 31, 2021, and 2020, the Company’s dilutive securities are convertible into 17,027,281 17,138,006 SCHEDULE OF ANTIDILUTIVE SECURITIES OF EARNINGS PER SHARE December 31, 2021 December 31, 2020 Common stock to be issued 11,067,281 651,281 Convertible preferred stock - 10,440,000 Stock options 1,900,000 1,900,000 Warrants to purchase common stock 4,060,725 4,146,725 17,027,281 17,138,006 Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements for the years ended December 31, 2021, and 2020. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 4 – INTANGIBLE ASSETS The Company’s intangible assets consist of costs incurred in connection with the License Agreement with MGH, as amended (See Note 7). The consideration paid for the rights included in the License Agreement was in the form of common stock shares. The estimated value of the common stock is being amortized over the term of the License Agreement which is based on the remaining life of the related patents being licensed which was approximately 16 The Company’s intangible assets consisted of the following at December 31, 2021, and 2020: SCHEDULE OF INTANGIBLE ASSETS December 31, 2021 December 31, 2020 Licensed patents $ 492,514 $ 492,514 Accumulated Amortization (120,994 ) (89,665 ) Balance $ 371,520 $ 402,849 The Company recognized $ 31,329 31,424 Future expected amortization of intangible assets is as follows: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS Fiscal year ending December 31, 2022 $ 31,299 2023 31,299 2024 31,299 2025 31,299 2026 31,299 Thereafter 215,025 Balance $ 371,520 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS Consulting Agreements On June 21, 2019, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Mark Poznansky, MD (the “Consultant”), a minority stockholder and former Director. The Company engaged the Consultant to render consulting services with respect to informing, guiding and supervising the development of antagonists to immune repellents or anti-fugetaxins for the treatment of cancer. The initial term of the Consulting Agreement is for one year (the “Initial Term”) and the Company agreed to pay the Consultant $ 3,000 6,000 st 5 0 18,000 9,000 Accounts Payable, related Parties, and Accrued Salaries, related party The Company incurred director fees of $ 90,000 for the years ended December 31, 2021, and 2020, respectively, to Federico Pier, the Company’s Executive Chairman of the Board and Chief Executive Officer, which are included in personnel costs on the consolidated statements of operations. As of December 31, 2021, and 2020, $ 60,000 and $ 75,000 , respectively, of these director fees are included in accounts payable, related parties, on the consolidated balance sheets. The Company incurred consulting fees of $ 60,000 40,000 45,000 In August 2020, Frances Tonneguzzo, the Company’s then-Chief Executive Officer (the “former CEO”), tendered her resignation as CEO. For the years ended December 31, 2021, and 2020, the Company incurred expenses of $- 0 172,354 115,312 Sale of Equity Method Investment In January 2021, the Company sold its equity investment in AEI back to AEI for $ 100,000 MGH License Agreement On May 8, 2013, VI and MGH, a principal stockholder (see Note 6), entered into the License Agreement, pursuant to which MGH granted to the Company, in the field of coating and transplanting cells, tissues and devices for therapeutic purposes, on a worldwide basis: (i) an exclusive, royalty-bearing license under its rights in Patent Rights (as defined in the License Agreement) to make, use, sell, lease, import and transfer Products and Processes (each as defined in the License Agreement); (ii) a non-exclusive, sub-licensable (solely in the License Field and License Territory (each as defined in the License Agreement)) royalty-bearing license to Materials (as defined in the License Agreement) and to make, have made, use, have used, Materials for only the purpose of creating Products, the transfer of Products and to use, have used and transfer processes; (iii) the right to grant sublicenses subject to and in accordance with the terms of the License Agreement, and (iv) the nonexclusive right to use technological information (as defined in the License Agreement) disclosed by MGH to the Company under the License Agreement, all subject to and in accordance with the License Agreement (the “License”). As amended by the Eighth Amendment to the License Agreement on March 14, 2022 (“Effective Date”), which replaces the prior pre-sales due diligence requirements in their entirety, the License Agreement requires that the Company satisfy the following requirements prior to the first sale of Products (“MGH License Milestones”), by certain dates. Pre-Sales Diligence Requirement: (x) The Company shall provide a detailed business plan and development plan by June 1 st (xi) The Company shall raise $2 million in financing by December 1 st (xii) The Company shall raise an additional $8 million in financing by December 1 st (xiii) The Company shall initiate research regarding the role of CXCL12 in beta cell function and differentiation by January 1 st (xiv) The Company shall initiate diabetic non-human primate studies using cadaveric islets encapsulated in the CXCL12 technology by March 1 st (xv) The Company shall initiate research regarding other applications of the CXCL12 platform by June 1 st (xvi) The Company shall initiate a Phase I clinical trial of a Product or Process by March 1 st (xvii) The Company shall initiate a Phase II clinical trial of a Product or Process within thirteen (13) years from Effective Date. (xviii) The Company shall initiate Phase III clinical trial of a Product or Process within sixteen (16) years from Effective Date. Additionally, as amended by the Eighth Amendment to the License Agreement on March 14, 2022, which replaces the prior post-sales due diligence requirements in their entirety, the License Agreement requires that the Company satisfy the following requirements post-sales of Products (“MGH License Milestones”), by certain dates. Post-Sales Diligence Requirements: (i) The Company shall itself or through an Affiliate or Sublicensee make a First Commercial Sale within the following countries and regions in the License Territory within eighteen (18) years after the Effective Date of this Agreement: US and Europe and China or Japan. (ii) Following the First Commercial Sale in any country in the License Territory, Company shall itself or through its Affiliates and/or Sublicensees use commercially reasonable efforts to continue to make Sales in such country without any elapsed time period of one (1) year or more in which such Sales do not occur due to lack such efforts by Company. In consideration of the update to the diligence milestones, the Company shall pay the following Annual Minimum Royalty payments: (i) Prior to the First Commercial Sale, the Company shall pay to Hospital a non-refundable annual license fee of ten thousand dollars ($ 10,000 (ii) Following the First Commercial Sale, Company shall pay Hospital a non-refundable annual minimum royalty in the amount of one hundred thousand dollars United States Dollars ($ 100,000 The License Agreement also requires VI to pay to MGH a 1 The License Agreement additionally requires VI to pay to MGH a $1.0 million “success payment” within 60 days after the first achievement of total net sales of Product or Process equal to or to exceed $100,000,000 in any calendar year and $4,000,000 within 60 days after the first achievement of total net sales of Product or Process equal or exceed $250,000,000 in any calendar year. The Company is also required to reimburse MGH’s expenses in connection with the preparation, filing, prosecution and maintenance of all Patent Rights. The License Agreement expires on the later of (i) the date on which all issued patents and filed patent applications within the Patent Rights have expired (November 2033) or have been abandoned, and (ii) one year after the last sale for which a royalty is due under the License Agreement. The License Agreement also grants MGH the right to terminate the License Agreement if VI fails to make any payment due under the License Agreement or defaults in the performance of any of its other obligations under the License Agreement, subject to certain notice and rights to cure set forth therein. MGH may also terminate the License Agreement immediately upon written notice to VI if VI: (i) shall make an assignment for the benefit of creditors; or (ii) or shall have a petition in bankruptcy filed for or against it that is not dismissed within 60 days of filing. As of the date of this filing, this License Agreement remains active and the Company has not received any termination notice from MGH. VI may terminate the License Agreement prior to its expiration by giving 90 days’ advance written notice to MGH, and upon such termination shall, subject to the terms of the License Agreement, immediately cease all use and sales of Products and Processes. The Company incurred costs to MGH of $ 17,698 102,180 3,860 101,180 During the years ended December 31, 2021, and 2020, there have not been any sales of Product or Process under this License Agreement. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6– COMMITMENTS AND CONTINGENCIES Legal Matters The Company is not aware of any material, existing or pending legal proceedings against our Company, nor is the Company involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. MGH License Agreement As discussed in Note 5, the Company executed a License Agreement with MGH. The License Agreement also requires VI to pay to MGH a 1 The License Agreement additionally requires VI to pay to MGH a $ 1.0 Consulting Agreement On June 21, 2019, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with C&H Capital, Inc. (the “Consultant”). The Company engaged the Consultant to render consulting services to facilitate long range strategic investor relations planning and other related services. The initial term of the Consulting Agreement is for one year (the “Initial Term”) and the Company agreed to pay the Consultant $ 3,500 0 21,000 14,000 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 7 – STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock The Company has 20,000,000 0.001 Series A Preferred Stock On December 19, 2017, the Company amended its articles of incorporation by filing a certificate of designation with the Secretary of State of Florida therein designating a class of preferred stock as Series A Preferred Stock, $ 0.001 3,000,000 Each holder of shares of Series A Preferred Stock shall be entitled to the number of votes equal to the number of votes held by the number of shares of common stock into which such share of Series A Preferred Stock could be converted, and except as otherwise required by applicable law, shall have the voting rights and power equal to the voting rights and powers of the common stock. 1.67 Each share of Series A Preferred Stock is convertible into shares of common stock at a conversion Rate of 2:1 (the “Series A Conversion Rate”). The Series A Conversion Rate shall be adjusted for stock splits, stock combinations, stock dividends or similar recapitalizations. Pursuant to the Articles of Incorporation, the shares of Series A Preferred Stock automatically converted into 6,000,000 As of December 31, 2021, and 2020, there were - 0 3,000,000 Series B Preferred Stock On December 19, 2017, the Company amended the articles of incorporation by filing a certificate of designation with the Secretary of State of Florida therein designating a class of preferred stock as Series B Preferred Stock, $ 0.001 4,440,000 Each holder of shares of Series B Preferred Stock shall be entitled to the number of votes equal to the number of votes held by the number of shares of common stock into which such share of Series B Preferred Stock could be converted, and except as otherwise required by applicable law, shall have the voting rights and power equal to the voting rights and powers of the common stock. 0.83 The holder of Series B Preferred Stock may elect at any time to convert such sharers into common stock of the Company. Each share of Series B Preferred Stock is convertible into shares of common stock at a conversion rate of 1:1 (the “Series B Conversion Rate”). The Series B Conversion Rate shall be adjusted for stock splits, stock combinations, stock dividends or similar recapitalizations. Pursuant to the Articles of Incorporation, the shares of Series B Preferred Stock automatically converted into 4,440,000 As of December 31, 2021, and 2020, there were - 0 4,440,000 Common Stock The Company has 300,000,000 0.001 During the year ended December 31, 2021, the Company sold 2,240,000 0.25 560,000 24,000 19,747,283 17,483,283 Common Stock to be issued On February 12, 2021, the Company recorded 6,000,000 shares of common stock to be issued to the holders of Series A Preferred Stock, pursuant to the automatic conversion feature of the Series A Certificate of Designation, whereby, the Series A shares are to automatically convert on the one-year anniversary of the Company filing its Registration Statement on Form 10. The Form 10 Registration Statement was filed with the SEC on February 12, 2020. On February 12, 2021, the Company recorded 4,440,000 shares of common stock to be issued to the holders of Series B Preferred Stock, pursuant to the automatic conversion feature of the Series B Certificate of Designation, whereby, the Series B shares are to automatically convert on the one-year anniversary of the Company filing its Registration Statement on Form 10. The Form 10 Registration Statement was filed with the SEC on February 12, 2020. As of December 31, 2021, and 2020, there were 11,067,281 651,281 6,000,000 4,440,000 597,281 1.85 30,000 621,281 30,000 Stock Options The following table summarizes activities related to stock options of the Company for the years ended December 31, 2021, and 2020: SCHEDULE OF STOCK OPTIONS ACTIVITY Number of Options Weighted- Weighted- Aggregate Intrinsic Outstanding at January 1, 2020 2,450,000 $ 0.57 8.20 $ - Forfeited (550,000 ) $ 0.25 7.94 $ - Outstanding at December 31, 2020 1,900,000 $ 0.66 6.83 $ - Outstanding at December 31, 2021 1,900,000 $ 0.66 5.83 $ - Exercisable at December 31, 2021 1,883,333 $ 0.67 5.82 $ - The Company did no 550,000 options to purchase common stock were forfeited. The Company recorded stock compensation expense of $ 4,326 and $ 14,781 for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, 16,667 options to purchase shares of common stock remain unvested and $ 1,163 of stock compensation expense remains unrecognized and is being expensed over a weighted average period of .5 years from the date of the grant. Warrants The following table summarizes activities related to warrants of the Company for the years ended December 31, 2021, and 2020: SCHEDULE OF WARRANTS ACTIVITY Number of Warrants Weighted Average Exercise Price Per Share Weighted Average Remining Life (Years) Outstanding and exercisable at January 1, 2020 4,146,725 $ 0.53 2.50 Outstanding an exercisable at December 31, 2020 4,146,725 $ 0.53 1.50 Expired (86,725 ) 1.85 Outstanding and exercisable at December 31, 2021 4,060,000 $ 0.53 0.50 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. At December 31, 2021, the Company had a net operating loss (“NOL”) carryforward of approximately $ 12,176,000 . NOLs generated prior to 2018, will expire during the years 2033 to 2039 . NOLs generated after 2018 have an indefinite period of use but are subject to annual limitations. Realization of any portion of the NOL at December 31, 2021, is not considered more likely than not by management given the uncertainty in generating taxable income Therefore, a valuation allowance has been established for the full tax amount, which as of December 31, 2021, was $ 2,557,055 . The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. A reconciliation of the Company’s effective tax rate to statutory rates for the years ended December 31, 2021, and 2020, is as follows: SCHEDULE OF VALUATION ALLOWANCE 2021 2020 Year Ended December 31, 2021 2020 Pre-tax loss $ (26,871 ) $ (765,844 ) U.S. federal corporate income tax rate 21 % 21 % Expected U.S. income tax credit (49,743 ) (160,827 ) Permanent differences 906 3,104 Change in valuation allowance 48,836 157,723 Tax expense $ - $ - The Company had deferred tax assets as follows: SCHEDULE OF DEFERRED TAX ASSETS 2021 2020 Year Ended December 31, 2021 2020 Tax loss carryforward $ 2,557,055 $ 2,508,219 Valuation allowance (2,557,055 ) (2,508,219 ) Net deferred tax assets $ - $ - The Company’s NOL carryforwards may be significantly limited under the Internal Revenue Code (“IRC”). NOL carryforwards are limited under Section 382 when there is a significant ownership change as defined in the IRC. During the year ended December 31, 2017, and previous years, the Company may have experienced such ownership changes, which could pose limitations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS On January 1, 2022, the Company entered into a consulting agreement (the “Consulting Agreement”) with Frances Toneguzzo, Ph.D., the Company’s former CEO. Pursuant to the one-year term of the Consulting Agreement in exchange for services in leading the research and development teams and laboratory work, the consultant will receive $ 5,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The consolidated financial statements of the Company include the consolidated accounts of VLS and VI, its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates for the years ended December 31, 2021, and 2020, include useful life of property and equipment (prior to disposal, ss Notes 3 and 9) and intangible assets, valuation allowance for deferred tax asset and non-cash equity transactions and stock-based compensation. |
Cash | Cash The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. The Company held no |
Intangible Assets | Intangible Assets Costs for intangible assets are accounted for through the capitalization of those costs incurred in connection with developing or obtaining such assets. Capitalized costs are included in intangible assets in the consolidated balance sheets. The Company’s intangible assets consist of costs incurred in connection with securing an Exclusive Patent License Agreement with The General Hospital Corporation, d/b/a Massachusetts General Hospital (“MGH”), as amended (the “License Agreement”). These costs are being amortized over the term of the License Agreement which is based on the remaining life of the related patents being licensed. |
Long-Lived Assets | Long-Lived Assets The Company recognizes impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying values. Management has reviewed the Company’s long-lived assets for the years ended December 31, 2021 and 2020, no such impairments were identified. |
Equity Method Investment | Equity Method Investment The Company accounts for investments in which the Company owns more than 20 Investments—Equity Method and Joint Ventures The amount of the adjustment is included in the determination of net income by the investor, and such amount reflects adjustments similar to those made in preparing consolidated statements including adjustments to eliminate intercompany gains and losses, and to amortize, if appropriate, any difference between investor cost and underlying equity in net assets of the investee at the date of investment. The investment of an investor is also adjusted to reflect the investor’s share of changes in the investee’s capital. Dividends received from an investee reduce the carrying amount of the investment. A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has occurred which is other than temporary, and which should be recognized even though the decrease in value is in excess of what would otherwise be recognized by application of the equity method. In accordance with ASC 323-10-35-20 through 35-22, the investor ordinarily shall discontinue applying the equity method if the investment (and net advances) is reduced to zero and shall not provide for additional losses unless the investor has guaranteed obligations of the investee or is otherwise committed to provide further financial support for the investee. An investor shall, however, provide for additional losses if the imminent return to profitable operations by an investee appears to be assured. For example, a material, nonrecurring loss of an isolated nature may reduce an investment below zero even though the underlying profitable operating pattern of an investee is unimpaired. If the investee subsequently reports net income, the investor shall resume applying the equity method only after its share of that net income equals the share of net losses not recognized during the period the equity method was suspended. Equity and cost method investments are classified as investments. The Company periodically evaluates its equity and cost method investments for impairment due to declines considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded as an impairment loss in the accompanying consolidated statements of operations. The Company’s equity method investment consisted of equity owned in Athens Encapsulation Inc. (“AEI”), a Company controlled by former directors of the Company which was given to the Company as part of an investment and restructuring agreement entered into in May 2019. In January 2021, the Company sold its equity investment in AEI, back to AEI for $ 100,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 825, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2021 and 2020. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued liabilities, payables with related parties, approximate their fair values because of the short maturity of these instruments. |
Revenue Recognition | Revenue Recognition Revenue recognition is accounted for under ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) and all the related amendments. The core principle of ASC 606 requires that an entity 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. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company’s contracts with customers are generally on a contract and work order basis and represent obligations that are satisfied at a point in time, as defined in the new guidance, generally upon delivery or has services are provided. Accordingly, revenue for each sale is recognized when the Company has completed its performance obligations. Any costs incurred before this point in time, are recorded as assets to be expensed during the period the related revenue is recognized. During the years ended December 31, 2021, and 2020, the Company did not have any revenue. |
Stock-based Compensation | Stock-based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation, |
Research and Development | Research and Development Costs and expenses that can be clearly identified as research and development are charged to expense as incurred. For the years ended December 31, 2021, and 2020, the Company recorded $ 17,698 102,180 |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. Deferred tax assets and liabilities are recognized to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. Interest and penalties are classified as a component of interest and other expenses. To date, the Company has not been assessed, nor paid, any interest or penalties. Uncertain tax positions are measured and recorded by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company reports earnings (loss) per share in accordance with ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net loss by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. As of December 31, 2021, and 2020, the Company’s dilutive securities are convertible into 17,027,281 17,138,006 SCHEDULE OF ANTIDILUTIVE SECURITIES OF EARNINGS PER SHARE December 31, 2021 December 31, 2020 Common stock to be issued 11,067,281 651,281 Convertible preferred stock - 10,440,000 Stock options 1,900,000 1,900,000 Warrants to purchase common stock 4,060,725 4,146,725 17,027,281 17,138,006 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements for the years ended December 31, 2021, and 2020. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ANTIDILUTIVE SECURITIES OF EARNINGS PER SHARE | SCHEDULE OF ANTIDILUTIVE SECURITIES OF EARNINGS PER SHARE December 31, 2021 December 31, 2020 Common stock to be issued 11,067,281 651,281 Convertible preferred stock - 10,440,000 Stock options 1,900,000 1,900,000 Warrants to purchase common stock 4,060,725 4,146,725 17,027,281 17,138,006 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | The Company’s intangible assets consisted of the following at December 31, 2021, and 2020: SCHEDULE OF INTANGIBLE ASSETS December 31, 2021 December 31, 2020 Licensed patents $ 492,514 $ 492,514 Accumulated Amortization (120,994 ) (89,665 ) Balance $ 371,520 $ 402,849 |
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS | Future expected amortization of intangible assets is as follows: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS Fiscal year ending December 31, 2022 $ 31,299 2023 31,299 2024 31,299 2025 31,299 2026 31,299 Thereafter 215,025 Balance $ 371,520 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTIONS ACTIVITY | The following table summarizes activities related to stock options of the Company for the years ended December 31, 2021, and 2020: SCHEDULE OF STOCK OPTIONS ACTIVITY Number of Options Weighted- Weighted- Aggregate Intrinsic Outstanding at January 1, 2020 2,450,000 $ 0.57 8.20 $ - Forfeited (550,000 ) $ 0.25 7.94 $ - Outstanding at December 31, 2020 1,900,000 $ 0.66 6.83 $ - Outstanding at December 31, 2021 1,900,000 $ 0.66 5.83 $ - Exercisable at December 31, 2021 1,883,333 $ 0.67 5.82 $ - |
SCHEDULE OF WARRANTS ACTIVITY | The following table summarizes activities related to warrants of the Company for the years ended December 31, 2021, and 2020: SCHEDULE OF WARRANTS ACTIVITY Number of Warrants Weighted Average Exercise Price Per Share Weighted Average Remining Life (Years) Outstanding and exercisable at January 1, 2020 4,146,725 $ 0.53 2.50 Outstanding an exercisable at December 31, 2020 4,146,725 $ 0.53 1.50 Expired (86,725 ) 1.85 Outstanding and exercisable at December 31, 2021 4,060,000 $ 0.53 0.50 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF VALUATION ALLOWANCE | A reconciliation of the Company’s effective tax rate to statutory rates for the years ended December 31, 2021, and 2020, is as follows: SCHEDULE OF VALUATION ALLOWANCE 2021 2020 Year Ended December 31, 2021 2020 Pre-tax loss $ (26,871 ) $ (765,844 ) U.S. federal corporate income tax rate 21 % 21 % Expected U.S. income tax credit (49,743 ) (160,827 ) Permanent differences 906 3,104 Change in valuation allowance 48,836 157,723 Tax expense $ - $ - |
SCHEDULE OF DEFERRED TAX ASSETS | The Company had deferred tax assets as follows: SCHEDULE OF DEFERRED TAX ASSETS 2021 2020 Year Ended December 31, 2021 2020 Tax loss carryforward $ 2,557,055 $ 2,508,219 Valuation allowance (2,557,055 ) (2,508,219 ) Net deferred tax assets $ - $ - |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) - $ / shares | Sep. 13, 2017 | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Reverse stock split | On September 13, 2017, the Company changed its name to Vicapsys Life Sciences, Inc., effected a 1-for-100 reverse stock split of its outstanding common stock, increased the Company’s authorized capital stock to 300,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of “blank check” preferred stock, par value $0.001 per share. | ||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
GOING CONCERN AND MANAGEMENT__2
GOING CONCERN AND MANAGEMENT’S PLANS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ 236,871 | $ 765,844 |
Working capital | 493,171 | |
Accumulated deficit | 14,129,625 | $ 13,892,754 |
Additional funds raised | $ 560,000 |
SCHEDULE OF ANTIDILUTIVE SECURI
SCHEDULE OF ANTIDILUTIVE SECURITIES OF EARNINGS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 17,027,281 | 17,138,006 |
Common Stock To Be Issued [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 11,067,281 | 651,281 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 10,440,000 | |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 1,900,000 | 1,900,000 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 4,060,725 | 4,146,725 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
cash equivalents | $ 0 | $ 0 |
Equity method investment, ownership percentage | 20.00% | |
Proceeds from sale of equity method investments | $ 100,000 | |
Research and development expenses | $ 17,698 | $ 102,180 |
Antidilutive securities | 17,027,281 | 17,138,006 |
Athens Encapsulation Inc [Member] | ||
Proceeds from sale of equity method investments | $ 100,000 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Licensed patents | $ 492,514 | $ 492,514 |
Accumulated Amortization | (120,994) | (89,665) |
Balance | $ 371,520 | $ 402,849 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 31,299 | |
2023 | 31,299 | |
2024 | 31,299 | |
2025 | 31,299 | |
2026 | 31,299 | |
Thereafter | 215,025 | |
Balance | $ 371,520 | $ 402,849 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - License Agreement [Member] - Massachusetts General Hospital [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Intangible assets remaining amortized period | 16 years | |
Amortization of Intangible Assets | $ 31,329 | $ 31,424 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Mar. 14, 2022 | Jun. 21, 2019 | Dec. 22, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 30, 2022 |
Related Party Transaction [Line Items] | ||||||
Accounts payable | $ 112,860 | $ 236,180 | ||||
Professional fees | 191,881 | 330,380 | ||||
Accrued salaries | 115,312 | 115,312 | ||||
Proceeds from sale of equity method investment | 100,000 | |||||
Research and development expenses | 17,698 | 102,180 | ||||
Massachusetts General Hospital [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts payable | 3,860 | 101,180 | ||||
Research and development expenses | 17,698 | 102,180 | ||||
Forecast [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Annual license fee | $ 10,000 | |||||
Royalty expense | $ 100,000 | |||||
Federico Pier [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts payable | 60,000 | 75,000 | ||||
Professional fees | 90,000 | |||||
Jeff Wright [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts payable | 40,000 | 45,000 | ||||
Professional fees | 60,000 | 60,000 | ||||
Former CEO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Incurred salaries | 0 | 172,354 | ||||
CEO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accrued salaries | 115,312 | 115,312 | ||||
Consulting Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 0 | 18,000 | ||||
Accounts payable | 9,000 | $ 9,000 | ||||
License Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Royalty rate on sales | 1.00% | |||||
Related parties, description | The License Agreement additionally requires VI to pay to MGH a $1.0 million “success payment” within 60 days after the first achievement of total net sales of Product or Process equal to or to exceed $100,000,000 in any calendar year and $4,000,000 within 60 days after the first achievement of total net sales of Product or Process equal or exceed $250,000,000 in any calendar year. The Company is also required to reimburse MGH’s expenses in connection with the preparation, filing, prosecution and maintenance of all Patent Rights. | |||||
License Agreement [Member] | Massachusetts General Hospital [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payment to related party | $ 1,000,000 | |||||
Initial Term [Member] | Consultant [Member] | Consulting Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payment to related party | $ 3,000 | |||||
Fees increasing | 6,000 | |||||
Fundraising amount | $ 5,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Jun. 21, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Professional fees | $ 191,881 | $ 330,380 | |
Accounts payable | $ 487,792 | 501,732 | |
License Agreement [Member] | Massachusetts General Hospital [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Percentage for royalty | 1.00% | ||
License agreement, description | The License Agreement additionally requires VI to pay to MGH a $1.0 million “success payment” within 60 days after the first achievement of total net sales of Product or Process equal or exceeding $100,000,000 in any calendar year and $4,000,000 within 60 days after the first achievement of total net sales of Product or Process equal to or exceeding $250,000,000 in any calendar year. The Company is also required to reimburse MGH’s expenses in connection with the preparation, filing, prosecution and maintenance of all Patent Rights. No expense reimbursements were paid to MGH during the year ended December 31, 2021 and 2020. | ||
Payment for related party | $ 1,000,000 | ||
Consulting Agreement [Member] | C and H Capital, Inc [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Payment for related party | $ 3,500 | ||
Professional fees | 0 | 21,000 | |
Accounts payable | $ 14,000 | $ 14,000 |
SCHEDULE OF STOCK OPTIONS ACTIV
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Number of Options, Outstanding, balance | 1,900,000 | 2,450,000 |
Weighted-Average Exercise Price per Share, Outstanding, Beginning | $ 0.66 | $ 0.57 |
Weighted-Average Remaining Life (Years), Outstanding, Beginning | 8 years 2 months 12 days | |
Number of Option, Aggregate Intrinsic Value - Beginning | ||
Number of Options, Forfeited | (550,000) | |
Weighted-Average Exercise Price per Share, Forfeited | $ 0.25 | |
Weighted-Average Remaining Life (Years), Forfeited | 7 years 11 months 8 days | |
Number of Options, Forfeited - Aggregate Intrinsic Value | ||
Weighted-Average Remaining Life (Years), Outstanding, Ending | 5 years 9 months 29 days | 6 years 9 months 29 days |
Number of Options, Outstanding, balance | 1,900,000 | 1,900,000 |
Weighted-Average Exercise Price per Share, Outstanding, Ending | $ 0.66 | $ 0.66 |
Number of Option, Aggregate Intrinsic Value - Ending | ||
Number of Options, Exercisable | 1,883,333 | |
Weighted-Average Exercise Price per Share, Exercisable | $ 0.67 | |
Weighted-Average Remaining Life (Years), Exercisable | 5 years 9 months 25 days | |
Exercisable, Aggregate Intrinsic Value |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Number of Options, Outstanding and Execisable, Beginning | 4,146,725 | 4,146,725 |
Weighted-Average Exercise Price per Share, Outstanding and Exercisable, Beginnig | $ 0.53 | $ 0.53 |
Weighted-Average Remaining Life (Years), Outstanding | 2 years 6 months | |
Weighted-Average Remaining Life (Years), Outstanding | 1 year 6 months | |
Number option, Expired | (86,725) | |
Weighted Average Exercise Price Per Share, Expired | $ 1.85 | |
Number of Options, Outstanding and Execisable, Ending | 4,060,000 | 4,146,725 |
Weighted-Average Exercise Price per Share, Outstanding and Exercisable, Ending | $ 0.53 | $ 0.53 |
Weighted-Average Remaining Life (Years), Outstanding | 6 months |
STOCKHOLDERS_ EQUITY (DEFICIT_2
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | Feb. 12, 2021 | Dec. 19, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 13, 2017 |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, shares outstanding | 19,747,283 | 17,483,283 | |||
Number of common stock to be issued | 11,067,281 | 651,281 | |||
Options to purchase common stock were forfeited | 550,000 | ||||
Equity Option [Member] | |||||
Class of Stock [Line Items] | |||||
Options to purchase common stock were forfeited | 0 | 550,000 | |||
Stock compensation expense | $ 4,326 | $ 14,781 | |||
Options to purchase shares of common stock remain unvested | 16,667 | ||||
Unrecognized stock compensation expense | $ 1,163 | ||||
Weighted average period for recognition | 6 months | ||||
Stock Issuance And Release Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
Number of common stock to be issued | 621,281 | ||||
Shares issued for conversion | 597,281 | ||||
Shares issued price per share | $ 1.85 | ||||
Stock Issuance And Release Agreement [Member] | Two Initial Shareholders [Member] | |||||
Class of Stock [Line Items] | |||||
Number of common stock to be issued | 30,000 | ||||
Stock Issuance And Release Agreement [Member] | Two Shareholders [Member] | |||||
Class of Stock [Line Items] | |||||
Number of common stock to be issued | 30,000 | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock issued for common stock to be issued, shares | 24,000 | ||||
Number of common stock to be issued | 2,240,000 | ||||
Private Placement [Member] | |||||
Class of Stock [Line Items] | |||||
Numbe of common stock sold | 2,240,000 | ||||
Sale of stock price per share | $ 0.25 | ||||
Consideration received on sale of stock | $ 560,000 | ||||
Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 | 3,000,000 | ||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock voting rights | Each holder of shares of Series A Preferred Stock shall be entitled to the number of votes equal to the number of votes held by the number of shares of common stock into which such share of Series A Preferred Stock could be converted, and except as otherwise required by applicable law, shall have the voting rights and power equal to the voting rights and powers of the common stock. | ||||
Preferred stock conversion price per share | $ 1.67 | ||||
Preferred stock conversion, description | Each share of Series A Preferred Stock is convertible into shares of common stock at a conversion Rate of 2:1 (the “Series A Conversion Rate”). The Series A Conversion Rate shall be adjusted for stock splits, stock combinations, stock dividends or similar recapitalizations. | ||||
Number of common stock to be issued | 6,000,000 | ||||
Preferred stock, shares issued | 0 | 3,000,000 | |||
Preferred stock, shares outstanding | 0 | 3,000,000 | |||
Number of common stock to be issued | 6,000,000 | ||||
Shares issued for conversion | 6,000,000 | ||||
Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 4,440,000 | 4,440,000 | 4,440,000 | ||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock voting rights | Each holder of shares of Series B Preferred Stock shall be entitled to the number of votes equal to the number of votes held by the number of shares of common stock into which such share of Series B Preferred Stock could be converted, and except as otherwise required by applicable law, shall have the voting rights and power equal to the voting rights and powers of the common stock. | ||||
Preferred stock conversion price per share | $ 0.83 | ||||
Preferred stock conversion, description | The holder of Series B Preferred Stock may elect at any time to convert such sharers into common stock of the Company. Each share of Series B Preferred Stock is convertible into shares of common stock at a conversion rate of 1:1 (the “Series B Conversion Rate”). The Series B Conversion Rate shall be adjusted for stock splits, stock combinations, stock dividends or similar recapitalizations. | ||||
Number of common stock to be issued | 4,440,000 | ||||
Preferred stock, shares issued | 0 | 4,440,000 | |||
Preferred stock, shares outstanding | 0 | 4,440,000 | |||
Number of common stock to be issued | 4,440,000 | ||||
Shares issued for conversion | 4,440,000 |
SCHEDULE OF VALUATION ALLOWANCE
SCHEDULE OF VALUATION ALLOWANCE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Pre-tax loss | $ (26,871) | $ (765,844) |
U.S. federal corporate income tax rate | 21.00% | 21.00% |
Expected U.S. income tax credit | $ (49,743) | $ (160,827) |
Permanent differences | 906 | 3,104 |
Change in valuation allowance | 48,836 | 157,723 |
Tax expense |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Tax loss carryforward | $ 2,557,055 | $ 2,508,219 |
Valuation allowance | (2,557,055) | (2,508,219) |
Net deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward | $ 12,176,000 |
Net operating loss carryforward expiration period | 2033 to 2039 |
Valuation allowance | $ 2,557,055 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Jan. 01, 2022USD ($) |
Subsequent Event [Member] | Consultant [Member] | Consulting Agreement [Member] | |
Subsequent Event [Line Items] | |
Consultancy agreement amount | $ 5,000 |