Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2020 | |
Document And Entity Information | |
Entity Registrant Name | Silo Pharma, Inc. |
Entity Central Index Key | 0001514183 |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Document Type | S-1/A |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Incorporation, State or Country Code | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 1,128,389 | $ 111,752 |
Equity investments, at cost | 200 | 9,394 |
Notes receivable, net | 23,500 | 200,000 |
Prepaid expenses and other current assets | 241,091 | 16,333 |
Inventory | 33,484 | 156,366 |
Total Current Assets | 1,426,664 | 493,845 |
Total Assets | 1,426,664 | 493,845 |
CURRENT LIABILITIES: | ||
Convertible note payable, net of discount | 61,875 | |
Accounts payable and accrued expenses | 127,069 | 54,862 |
Note payable - current portion | 14,654 | |
Total Current Liabilities | 141,723 | 116,737 |
LONG TERM LIABILITIES: | ||
Note payable - long-term portion | 4,246 | |
Total Long Term Liabilities | 4,246 | |
Total Liabilities | 145,969 | 116,737 |
Commitment and Contingencies (see Note 11) | ||
Redeemable Series A, Convertible Preferred stock, $0.0001 par value, 1,000,000 shares designated; None and 4,000 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively ($100 per share redemption value) | 400,000 | |
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Common stock, $0.0001 par value, 500,000,000 shares authorized; 85,141,956 and 23,604,207 shares issued and outstanding at December 31, 2020 and 2019, respectively | 8,514 | 2,361 |
Additional paid-in capital | 7,034,502 | 2,630,551 |
Accumulated deficit | (5,762,321) | (2,655,804) |
Total Stockholders’ Equity (Deficit) | 1,280,695 | (22,892) |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 1,426,664 | $ 493,845 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Redeemable Series A, Convertible Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable Series A, Convertible Preferred stock, shares designated | 1,000,000 | 1,000,000 |
Redeemable Series A, Convertible Preferred stock, shares issued | 4,000 | |
Redeemable Series A, Convertible Preferred stock, shares outstanding | 4,000 | |
Redeemable Series A, Convertible Preferred stock,100 per share redemption and liquidation value (in Dollars per share) | $ 100 | $ 100 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 85,141,956 | 23,604,207 |
Common stock, shares outstanding | 85,141,956 | 23,604,207 |
Series B Convertible Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,000 | 2,000 |
Preferred stock shares issued | 115 | 115 |
Preferred stock shares outstanding | 115 | 115 |
Preferred stock redemption price per share (in Dollars per share) | $ 1,000 | $ 1,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
SALES | $ 40,923 | $ 40,569 |
COST OF SALES | 176,126 | 27,387 |
GROSS PROFIT (LOSS) | (135,203) | 13,182 |
OPERATING EXPENSES: | ||
Compensation expense | 755,993 | 319,587 |
Professional fees | 1,276,562 | 431,015 |
Product development | 62,550 | 63,465 |
Research and development | 26,250 | |
Insurance expense | 30,191 | 26,565 |
Bad debt (recovery), net | 165,376 | (13,500) |
Selling, general and administrative expenses | 120,842 | 87,013 |
Impairment Loss | 29,440 | |
Total operating expenses | 2,437,764 | 943,585 |
LOSS FROM OPERATIONS | (2,572,967) | (930,403) |
OTHER INCOME (EXPENSE): | ||
Interest income | 11,543 | 12,196 |
Other income | 3,000 | |
Interest expense | (269,043) | (62,739) |
Interest expense - related party | (224) | (189) |
Foreign exchange loss | (2,950) | |
Loss on debt extinguishment, net | (197,682) | |
Net realized gain on equity investments (non-controlled/non-affiliated investments) | 138,032 | |
Net unrealized loss on equity investments (non-controlled/non-affiliated investments) | (9,194) | (170,191) |
Total other expense, net | (464,550) | (82,891) |
NET LOSS | (3,037,517) | (1,013,294) |
Deemed dividend | (69,000) | |
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS | $ (3,106,517) | $ (1,013,294) |
NET LOSS PER COMMON SHARE: | ||
Basic and diluted (in Dollars per share) | $ (0.05) | $ (0.04) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic and diluted (in Shares) | 65,954,691 | 23,468,522 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Series B Preferred Stock | Total |
Balance at Dec. 31, 2018 | $ 2,342 | $ 2,047,610 | $ (1,642,510) | $ 407,442 | |
Balance, (in Shares) at Dec. 31, 2018 | 23,417,540 | ||||
Series B preferred stock issued for cash, net of costs | 110,000 | 110,000 | |||
Series B preferred stock issued for cash, net of costs (in Shares) | 115 | ||||
Common stock issued for services | $ 10 | 34,990 | 35,000 | ||
Common stock issued for services (in Shares) | 100,000 | ||||
Common stock issued for due diligence fee | $ 9 | 41,991 | 42,000 | ||
Common stock issued for due diligence fee (in Shares) | 86,667 | ||||
Accretion of stock options for services | 142,960 | 142,960 | |||
Warrants issued in connection with convertible debt | 253,000 | 253,000 | |||
Net loss | (1,013,294) | (1,013,294) | |||
Balance at Dec. 31, 2019 | $ 2,361 | 2,630,551 | (2,655,804) | (22,892) | |
Balance (in Shares) at Dec. 31, 2019 | 23,604,207 | 115 | |||
Common Stock issued for cash, net of offering cost | $ 3,775 | 2,111,958 | 2,115,733 | ||
Common Stock issued for cash, net of offering cost (in Shares) | 37,758,116 | ||||
Common Stock issued for future services | $ 859 | 686,036 | 686,895 | ||
Common Stock issued for future services (in Shares) | 8,586,184 | ||||
Preferred Shares Exchanged for Common Stock | $ 144 | (144) | |||
Preferred Shares Exchanged for Common Stock (in Shares) | 1,437,500 | (115) | |||
Common Stock issued in connection with employment agreement | $ 763 | 609,713 | 610,476 | ||
Common Stock issued in connection with employment agreement (in Shares) | 7,630,949 | ||||
Common Stock issued for Exchange of Notes | $ 412 | 527,588 | 528,000 | ||
Common Stock issued for Exchange of Notes (in Shares) | 4,125,000 | ||||
Common Stock issued for conversion of Redeemable Series A Preferred stock | $ 200 | 399,800 | 400,000 | ||
Common Stock issued for conversion of Redeemable Series A Preferred stock (in Shares) | 2,000,000 | ||||
Deemed dividend on Preferred Stock Exchange | 69,000 | (69,000) | |||
Net loss | (3,037,517) | (3,037,517) | |||
Balance at Dec. 31, 2020 | $ 8,514 | $ 7,034,502 | $ (5,762,321) | $ 1,280,695 | |
Balance (in Shares) at Dec. 31, 2020 | 85,141,956 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows | 12 Months Ended | |
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,037,517) | $ (1,013,294) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Bad debt expense, net | 165,376 | |
Impairment loss | 29,440 | |
Stock-based compensation | 610,476 | 177,960 |
Amortization of debt discount to interest expense | 268,125 | 61,875 |
Inventory write-down | 137,947 | |
Net realized gain on equity investments | (138,032) | |
Net unrealized loss on equity investments | 9,194 | 170,191 |
Loss from debt extinguishment | 197,682 | |
Change in operating assets and liabilities: | ||
(Increase) in inventory | (15,065) | (129,393) |
(Increase) decrease in prepaid expenses and other current assets | (144,663) | 17,698 |
Increase in accounts payable and accrued expenses | 72,525 | 29,231 |
NET CASH USED IN OPERATING ACTIVITIES | (1,156,996) | (794,324) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of equity investments | 191,938 | |
Purchase of equity investment | (5,197) | |
Collection on notes receivable | 39,000 | |
NET CASH PROVIDED BY INVESTING ACTIVITIES | 39,000 | 186,741 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from note payable - related party | 35,000 | 25,000 |
Proceeds from note payable | 18,900 | |
Repayment of note payable - related party | (35,000) | (25,000) |
Net proceeds from convertible debt | 295,000 | |
Repayment of insurance finance loan | (22,344) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,134,633 | 382,656 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: | 1,016,637 | (224,927) |
CASH AND CASH EQUIVALENTS - beginning of year | 111,752 | 336,679 |
CASH AND CASH EQUIVALENTS - end of year | 1,128,389 | 111,752 |
Cash paid during the period for: | ||
Interest | 224 | |
Income taxes | ||
Non-Cash investing and financing activities: | ||
Common stock issued for prepaid services | 686,895 | |
Common stock issued for acquisition of intangible assets and prepaid expenses | 300,000 | |
Common Stock issued for Exchange of Notes | 528,000 | |
Common stock issued for due diligence fee and related increase in debt discount | 42,000 | |
Warrants issued in connection with convertible debt and related increase in debt discount | 253,000 | |
Common Stock issued for conversion of Redeemable Series A Preferred stock | $ 400,000 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BUSINESS | NOTE 1 – ORGANIZATION AND BUSINESS Silo Pharma, Inc. (formerly Uppercut Brands, Inc.) (the "Company") was incorporated in the State of New York on July 13, 2010. On December 3, 2012, the Company changed its state of incorporation from New York to Delaware. On September 29, 2018, the Company entered into an Asset Purchase Agreement ("APA") with Blind Faith Concepts Holdings, Inc. a Nevada corporation (the "Seller") whereby the Company completed the acquisition of 100% of the assets of "NFID" from the Seller. The Company is a developmental stage biopharmaceutical company focused on merging traditional therapeutics with psychedelic research. In addition to the Company's primary focus on psychedelic research, the Company has been engaged in the development of the streetwear apparel brand, NFID, which stands for "No Found Identification." On October 4, 2013, the Company filed a Form N-54A and elected to become a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). In addition, the Company previously elected to be treated for federal income tax purpose as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended, (the "Code"). Through September 29, 2018, the Company met the definition of an investment company in accordance with the guidance under Accounting Standards Codification ("ASC") Topic 946 " Financial Services – Investment Companies On May 21, 2019, the Company amended its articles of incorporation with the State of Delaware to change the Company's name to Uppercut Brands, Inc. On September 24, 2020, the Company amended its articles of incorporation with the State of Delaware to change the Company's name to Silo Pharma, Inc. On April 8, 2020, the Company incorporated a new wholly owned subsidiary, Silo Pharma Inc., in the State of Florida. The Company has also secured the domain name www.silopharma.com. The Company has been exploring opportunities to expand the Company's business by seeking to acquire and/or develop intellectual property or technology rights from leading universities and researchers to treat rare diseases, including the use of psychedelic drugs, such as psilocybin, and the potential benefits they may have in certain cases involving depression, mental health issues and neurological disorders. In July 2020, through the Company's newly formed subsidiary, the Company entered into a commercial evaluation license and option agreement with University of Maryland, Baltimore ("UMB") (see Note 11). The option was extended and exercised. On February 12, 2021, the Company entered into a Master License Agreement with UMB (see Note 12). The Company plans to actively pursue the acquisition and/or development of intellectual property or technology rights to treat rare diseases, and to ultimately expand the Company's business to focus on this new line of business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation The Company's consolidated financial statements include the financial statements of its wholly-owned subsidiary, Silo Pharma, Inc. All inter-company balances and transactions have been eliminated in consolidation. Going Concern These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company had a net loss and cash used in operations of $3,037,517 and $1,156,996 for the year ended December 31, 2020. Additionally, the Company had an accumulated deficit of $5,762,321 at December 31, 2020, and has generated minimal revenues from NFID business. These factors raise substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. The Company is seeking to raise additional capital through additional debt and/or equity financings to fund its operations in the future. If the Company is unable to raise additional capital or secure additional lending in the near future to fund its business plan, management expects that the Company will need to curtail its operations. Between April 9, 2020 to April 18, 2020, the Company received gross proceeds of $75,644 and a subscription receivable of $2,000 (collected in July 2020) or $0.01 per share from the sale of an aggregate of 7,764,366 shares of the Company's common stock. Additionally, on April 28, 2020, the Company received gross proceeds of $2,399,500, before deducting placement agent and other offering expenses of $361,410, from the sale of an aggregate of 29,993,750 shares of the Company's common stock at a price of approximately $0.08 per share (see Note 8). Additionally, on February 9, 2021, the Company entered into securities purchase agreements with various investors for the sale of an aggregate of 4,276 shares of the Company's newly designated Series C Preferred Stock and warrants to purchase up to 14,253,323 shares of the Company's common stock for gross proceeds of approximately $4,276,000, before deducting placement agent and other offering expenses. The closing of the offering occurred on February 12, 2021 (See Note 12). These consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. Significant estimates during the years ended December 31, 2020 and 2019 include the collectability of notes receivable and related accrued interest receivable, the valuation of the Company's equity investments, amortization period and valuation of intangibles, estimates for obsolete and slow-moving inventory, assumptions used in assessing impairment of long-term assets, valuation allowances for deferred tax assets, the fair value of warrants issued with debt, and the fair value of shares issued for services and in settlements. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company's accounts at these institutions are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000 or by the Securities Investor Protection Corporation up to $250,000. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits. At December 31, 2020, the Company had cash in excess of FDIC limits of approximately $880,000 and at December 31, 2019, the Company had no cash in excess of FDIC limits. Notes Receivable The Company recognizes an allowance for losses on notes receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current note receivable aging, and expected future write-offs, as well as an assessment of specific identifiable accounts considered at risk or uncollectible. The expense associated with the allowance for doubtful accounts is recognized as general and administrative expense. Prepaid Expenses Prepaid expenses and other current assets of $241,091 and $16,333 at December 31, 2020 and 2019, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses may include prepayments in cash and equity instruments for consulting, public relations and business advisory services, and legal fees which are being amortized over the terms of their respective agreements. Inventory Inventory, consisting of raw materials and finished goods, are stated at the lower of cost and net realizable value utilizing the first-in, first-out method. A reserve is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected net realizable value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the cost and the net realizable value. These reserves shall be recorded based on estimates and included in cost of sales. The Company shall make an analysis of its inventory for any slow-moving inventory. Consequently, the Company recorded an inventory write-down of $137,947 and $0 during the years ended December 31, 2020 and 2019, respectively, which was included in cost of sales as reflected in the accompanying consolidated statements of operations. No allowance was required at December 31, 2020 and 2019. Equity Investments, at Cost Equity investments, at cost comprised mainly of non-marketable capital stock and stock warrants, are recorded at cost, as adjusted for other than temporary impairment write-downs and are evaluated for impairment periodically. Prior to September 29, 2018, equity investments, at cost were recorded at fair value, represented as cost, plus or minus unrealized appreciation or depreciation. The fair value of equity investments, at cost that had no ready market were determined in good faith by the board of directors, based upon the financial condition and operating performance of the underlying investee companies as well as general market trends for businesses in the same industry. At December 31, 2020 and 2019, equity investments, at cost of $200 and $9,394, respectively, comprised mainly of non-marketable capital stock, are recorded at cost, as adjusted for other than temporary impairment write-downs and are evaluated for impairment periodically. Intangible Assets Intangible assets are carried at cost less accumulated amortization, computed using the straight-line method over the estimated useful lives. Intangible assets consisted of a brand ambassador agreement which were being amortized over a period of one year and trademarks which were recorded at cost and have an indefinite useful life and were not amortized. For the year ended December 31, 2020 and 2019, the Company recorded an impairment loss of $0 and $29,440, respectively, related to the impairment of trademarks. Management determined that there was a significant adverse change in the extent or manner in which these long-lived assets were being used. Impairment of Long-lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value. Net Realized Gain or Loss and Net Change in Unrealized Appreciation or Depreciation of Equity Investments, at Fair Value Realized gain or loss is recognized when an investment is disposed of and is computed as the difference between the Company's cost basis and the net proceeds received from such disposition. Realized gains and losses on investment transactions are determined by specific identification. Net change in unrealized appreciation or depreciation is computed as the difference between the fair value of the investment and the cost basis of such investment, including any reversal of previously recorded unrealized appreciation/depreciation when gains or losses are realized. Fair value measurements and fair value of financial instruments The Company follows ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1- Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2- Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3- Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company analyzes all financial instruments with features of both liabilities and equity under the FASB's accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts reported in the consolidated balance sheets for cash, inventory, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair market value based on the short-term maturity of these instruments. Revenue Recognition The Company applies ASC Topic 606, Revenue from Contracts with Customers The Company records interest and dividend income on an accrual basis to the extent that the Company expects to collect such amounts. Product sales are recognized when the product is shipped to the customer and title is transferred and are recorded net of any discounts or allowances. Cost of Sales The primary components of cost of sales include the cost of the product, production costs, warehouse storage costs and shipping fees. Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – "Compensation – Stock Compensation Improvements to Employee Share-Based Payment Income Taxes Deferred income tax assets and liabilities arise from temporary differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company follows the provisions of FASB ASC 740-10, "Uncertainty in Income Taxes". Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a "more-likely-than-not" threshold. The Company does not believe it has any uncertain tax positions as of December 31, 2020 and 2019 that would require either recognition or disclosure in the accompanying financial statements. Research and development In accordance with ASC 730-10, "Research and Development-Overall," Net Loss per Common Share Basic loss per share is computed by dividing net loss allocable to common shareholders by the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income available to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period using the as-if converted method. Potentially dilutive securities which included convertible preferred shares and stock options are excluded from the computation of diluted shares outstanding if they would have an anti-dilutive impact on the Company's net losses. The following potentially dilutive shares have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive for the years ended December 31, 2020 and 2019: December 31, December 31, Series A convertible preferred stock - 2,000,000 Series B convertible preferred stock - 575,000 Convertible notes - 1,650,000 Stock options 300,000 300,000 Warrants - 2,225,000 Leases In February 2016, the FASB issued ASU 2016-02, " Leases (Topic 842)" Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The pronouncement requires a modified retrospective method of adoption and is effective on January 1, 2019, with early adoption permitted. For the Company's administrative office lease, the Company analyzed if it would be required to record a lease liability and a right of use asset on its consolidated balance sheets at fair value upon adoption of ASU 2016-02. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. New Accounting Pronouncements Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 3 – INVENTORY At December 31, 2020 and 2019, inventory, including jackets, t-shirts, sweatshirts, hats and fabric, consisted of the following: December 31, December 31, Raw materials $ 1,425 $ 41,231 Finished goods 32,059 115,135 Inventory $ 33,484 $ 156,366 The Company recorded an inventory write-down of $137,947 and $0 during the years ended December 31, 2020 and 2019, respectively, which was included in cost of sales as reflected in the accompanying consolidated statements of operations. On December 18, 2020, the Company entered into a Release Agreement with a vendor whereby the Company agreed to transfer $6,182 of inventory to settle accounts payable of $6,500 resulting in a gain of $318 which was included in loss on debt extinguishment, net as reflected in the accompanying consolidated statements of operations during the year ended December 31, 2020. |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
NOTES RECEIVABLE | NOTE 4 – NOTES RECEIVABLE On September 28, 2018, the Company and a seller (the "Seller") executed a two-year promissory note receivable agreement with a principal balance of $200,000 of which $100,000 was funded to the Seller in September 2018 and the remaining $100,000 was funded in October 2018. The terms of the promissory note include an interest rate of 6% and the Company shall be repaid in interest only payments on a quarterly basis, until the maturity date of September 27, 2020, at which time the full principal and any interest payments will be due to the Company. At the time the promissory note receivable agreement was executed, the Company also executed a Security Interest and Pledge Agreement with the borrower. Pursuant to the Security Interest and Pledge Agreement, the borrower has pledged all of the assets of its company as security for the performance of the note obligations. On November 2, 2018, the Company and Seller entered into a promissory note agreement ("Promissory Note Agreement") with a principal balance of $50,000. Pursuant to the Promissory Note, the $50,000 note was a deposit and credit towards the acquisition of the assets of Lust for Life Group such as inventory, trademarks and logos. Pursuant to the Promissory Note Agreement, since the purchase did not close within 30 days from the note date, the note receivable became immediately due. Through the date of default, the outstanding principal balance bore interest at an annual interest rate of 10% payable on a monthly basis. Upon default, the interest rate increased to 18% per annum. As of December 31, 2018, the Company determined that this note receivable was doubtful and accordingly, recorded an allowance for doubtful account and bad debt expense of $50,000. In December 2019, pursuant to Claim Purchase Agreements, the Company sold its notes receivable and related interest receivable balances in the aggregate amount of $277,305 to an investor. Pursuant to the Claim Purchase Agreements, the investor shall pay the Company the purchase price of $277,305 on the earlier of the payment of six-monthly installments or upon the liquidation of settlement securities of the Seller pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, whichever occurs first. The first installment shall be made following entry and full effectuation of a court order approving the settlement of the claim which occurred on March 6, 2020 in the United States district court for the District of Maryland Northern Division. Additionally, on January 6, 2020, the Company and the Seller entered into a Settlement Agreement related to notes receivable. In lieu of the Company seeking default and foreclosure against the Seller pursuant to the Note agreements, the Company received 10,420 shares of the Seller's convertible Series B preferred stock. Since these Series B preferred shares have limited marketability, no value was placed on these shares. Between April 2020 and December 2020, the Company collected an aggregate of $30,000 on the notes receivable balance. During the year ended December 31, 2020, the Company recorded a total allowance for doubtful account and bad debt expense of $174,376 (consisting of the principal balance of $146,500 and interest receivable of $27,876) due to slow collection of the installment payments pursuant to the agreement. On March 10, 2021, the Company collected $23,500 related to this note receivable. During year 2020 and 2019, the Company recorded $9,000 and $13,500, respectively, to bad debt recovery for cash payment received on an older note receivable that was previously written off prior to 2019. At December 31, 2020 and 2019, notes receivable, net, consisted of the following: December 31, December 31, Principal amounts of notes receivable $ 250,000 $ 250,000 Collections on notes receivables (30,000 ) - Less: allowance for doubtful accounts (196,500 ) (50,000 ) Notes receivable, net $ 23,500 $ 200,00 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS In connection with an Asset Purchase Agreement dated September 29, 2018, the Company valued the three trademarks acquired at their historical cost of $29,440 which approximated fair market value. The Company valued the Brand Ambassador Agreement at $105,295 using the estimated fair value of required social media posts by the artist/singer Max Schneider. During year 2018, based on management's impairment analysis, the Company wrote off the remaining unamortized carrying value of its intangible asset related to the brand ambassador agreement and recorded an impairment loss of $87,745. Management determined that there was a significant adverse change in the extent or manner in which this long-lived asset was being used. For the year ended December 31, 2019, the Company recorded an impairment loss of $29,440 related to the impairment of its trademarks. Management determined that there was a significant adverse change in the extent or manner in which its trademarks were being used. Trademarks were treated as indefinite long-lived assets and therefore were not amortized. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 6 – CONVERTIBLE NOTES PAYABLE In October 2019, the Company entered into Securities Purchase Agreements (the "Purchase Agreements") with accredited investors. Pursuant to the terms of the Purchase Agreements, the Company issued and sold to investors convertible promissory notes in the aggregate principal amount of $330,000 (the "Notes") and warrants to purchase up to 1,650,000 shares of the Company's common stock (the "Warrants"). The Company received net proceeds of $295,000, net of original issue discount of $30,000 and fees of $5,000. The Notes are due and payable in October 2020. Prior to an event of default, no interest shall accrue on these Notes. At any time after the issuance date, until the Notes are no longer outstanding, the Notes were convertible, in whole or in part, into shares of the Company's common stock at the option of the holder, at any time and from time to time. In accordance with the Purchase Agreements and the Notes the conversion price (the "Conversion Price") was equal to $0.20, subject to adjustment. The Company may prepay the Notes at any time prior to its six-month anniversary, subject to pre-payment charges as detailed in the Notes. Upon every conversion, the Company would deliver an additional $1,250 worth of shares (as calculated by the Conversion Price in effect on the conversion notice being honored) to cover the holder's expenses and deposit fees associated with each notice of conversion. The Purchase Agreements and Notes contain customary representations, warranties and covenants, including certain restrictions on the Company's ability to sell, lease or otherwise dispose of any significant portion of its assets. The investors were also entitled to acquire, upon the terms applicable to such purchase rights, the aggregate purchase rights that the holders could have acquired if the holders had held the number of shares of common stock acquirable upon complete conversion of the Notes. The investor also had the right of first refusal with respect to any future equity (or debt with an equity component) offering conducted by the Company until the 12-month anniversary of the closing. The Purchase Agreements and the Notes also provided for certain events of default, including, among other things, payment defaults, breaches of representations and warranties, bankruptcy or insolvency proceedings, and delinquency in periodic report filings with the Securities and Exchange Commission. Upon the occurrence of an event of default, the investor's may declare the outstanding obligations due and payable at significant applicable default rates and take such other actions as set forth in the Notes. The Company would issue to each investor at the closing, that number of shares of its common stock equal to 14% of the aggregate amount paid by the investor for the Notes purchased, priced at the closing price of the Company's common stock on the day prior to the closing, as a due diligence fee. In connection with due diligence fee, during 2019, the Company issued 86,667 shares of its common stock to the investors. These shares were valued at $42,000 using the closing price of the Company's common stock on the day prior to the closing which ranged from $0.35 to $0.60 per share, and the amount was recorded as a debt discount and an increase in equity. The Warrants were exercisable at any time on or after the date of the issuance and entitles the investors to purchase shares of the Company's common stock for a period of five years from the initial date the warrants become exercisable. Under the terms of the Warrant, the holders are entitled to exercise the Warrant to purchase up to 1,650,000 shares of the Company's common stock at an exercise price of $0.20, subject to customary adjustments as detailed in the Warrant. This Note and related Warrants included a down-round provision under which the Note conversion price and warrant exercise price could be affected on a full-ratchet basis by future equity offerings undertaken by the Company. In connection with the issuance of the Note and Warrants, the Company determined that the terms of the Notes and Warrants contain terms that are fixed monetary amounts at inception and accordingly, were not considered derivatives. The fair value of the Warrants was determined using the Binomial valuation model. In connection with the issuance of the Warrants, on the measurement date, the relative fair value of the Warrants and the beneficial conversion feature of $253,000 was recorded as a debt discount and an increase in paid-in capital. During the year ended December 31, 2019, the fair value of the warrants was estimated using the Binomial valuation model with the following assumptions: 2019 Dividend rate — % Term (in years) 5.00 years Volatility 158.6 % Risk—free interest rate 1.48% to 1.66 % On April 15, 2020, the Company entered into Exchange Agreements with the holders of the Notes. Pursuant to these Exchange Agreements, the holders agreed to exchange the Notes in the aggregate principal amount of $330,000 and 1,650,000 Warrants for an aggregate of 4,125,000 shares of the Company's common stock at a price of $0.08 per share. After the exchanges, there are no convertible notes outstanding. The Company issued 4,125,000 shares of common stock which was more than the shares that would have been issued at the original conversion price of $0.20 per share or 1,650,000 shares of common stock, an excess of 2,475,000 shares of common stock. The excess shares were valued at a price of $0.08 per share. Consequently, the Company recorded a loss on debt extinguishment of $198,000 during the year ended December 31, 2020. For the year ended December 31, 2020 and 2019, interest expense related to convertible notes and warrants amounted to $268,125 and $61,875, respectively, which consisted of amortization of debt discount. At December 31, 2020 and 2019, convertible notes payable consisted of the following: December 31, December 31, Principal amount $ - $ 330,000 Less: unamortized debt discount - (268,125 ) Convertible notes payable, net $ - $ 61,875 |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE | NOTE 7 - NOTE PAYABLE Note payable- related party On September 16, 2019, the Company entered into a promissory note agreement with the Company's Chief Executive Officer in the amount of $25,000. The note accrued interest at a rate of 6% per annum, was unsecured, and all principal and interest amounts outstanding was repaid in November 2019. For the years ended December 31, 2020 and 2019, interest expense related to this note amounted to $0 and $189, respectively. On March 11, 2020, the Company entered into a promissory note agreement with the Company's Chief Executive Officer in the amount of $15,000. The Note accrued interest at a rate of 6% per annum, was unsecured, and all principal and interest amounts outstanding was due on April 10, 2020. In April 2020, this note and related accrued interest of $126 was repaid. At December 31, 2020, notes payable – related party amounted to $0. For the years ended December 31, 2020 and 2019, interest expense related to this note amounted to $126 and $0, respectively. On April 1, 2020, the Company entered into a promissory note agreement with a company owned by the Company's Chief Executive Officer in the amount of $20,000. The note accrued interest at a rate of 6% per annum, was unsecured, and all principal and interest amounts outstanding was due on September 30, 2020. On April 30, 2020, the Company repaid this note payable – related party and all interest due thereon. For the years ended December 31, 2020 and 2019, interest expense related to this note amounted to $99 and $0, respectively. Note payable- unrelated party Paycheck Protection Program Funding On April 30, 2020, the Company received federal funding in the amount of $18,900 through the Paycheck Protection Program (the "PPP"). PPP funds have certain restrictions on use of the funding proceeds, and generally must be repaid within two years at 1% interest. The PPP loan may, under certain circumstances, be forgiven. There shall be no payment due by the Company during the nine months period beginning on the date of this note ("Deferral Period"). Commencing one month after the expiration of the Deferral Period, the Company shall pay the lender monthly payments of principal and interest, each in equal amount required to fully amortize by the maturity date. If a payment on this note is more than ten days late, the lender shall charge a late fee of up to 5% of the unpaid portion of the regularly scheduled payment. As of December 31, 2020, the principal balance of this note amounted to $18,900 and accrued interest of $80. During the year ended December 31, 2020 and 2019, the Company recognized $80 and $0 of interest expense, respectively. As of As of Principal amount $ 18,900 $ - Less: current portion (14,654 ) - Note payable - long term portion $ 4,246 $ - Minimum principal payments under note payable to unrelated parties at December 31, 2020 are as follows: Year ended December 31, 2021 $ 14,654 Year ended December 31, 2022 4,246 Total principal payments $ 18,900 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 8 – STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock The Company has authorized the issuance of 5,000,000 shares of preferred stock, $0.0001 par value. The Company's board of directors is authorized at any time, and from time to time, to provide for the issuance of shares of preferred stock in one or more series, and to determine the designations, preferences, limitations and relative or other rights of the preferred stock or any series thereof. In April 2013, 1,000,000 shares were designated as Series A Convertible Preferred Stock and in November 2019, 2,000 shares were designated as Series B Convertible Preferred Stock. Series A redeemable convertible preferred stock In April 2013, pursuant to a Series A Preferred Stock Purchase Agreement (the "Preferred Stock Agreement"), the Company issued 4,000 shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock") for $400,000. Holders of Series A Preferred Stock vote together with holders of common Stock on an as-converted basis. Each share of Series A Preferred Stock was currently convertible into 500 shares of common stock at the option of the holder (subject to a 9.99% beneficial ownership limitation) based on a conversion formula (the stated value, currently $100, divided by the conversion rate, currently $0.20). The conversion rate may be adjusted upon the occurrence of stock dividends or stock splits or subsequent equity sales at a price lower than the current conversion rate. Each share had a $100 liquidation value. The holders of Series A Preferred Stock were entitled to receive dividends on an as-converted basis if paid on common stock. The Series A Convertible Preferred Stock was redeemable at the option of the holder upon the occurrence of certain "triggering events." In case of a triggering event, the holder had the right to redeem each share held for cash (currently $100/share) or impose a dividend rate on all of the outstanding preferred stock at 6% per annum thereafter. A triggering event occurs if the Company fails to deliver certificates representing conversion shares, fails to pay the amount due pursuant to a buy-in, fails to have available a sufficient number of authorized shares, fails to observe any covenant in the Certificate of Designation unless cured within 30 calendar days, shall be party to a Change in Control Transaction (as defined in the Certificate of Designation of the Series A Convertible Preferred Stock), sustains a bankruptcy event, fails to list or quote its common stock for more than 20 trading days in a twelve-month period, sustains any monetary judgment, writ or similar final process filed against the Company for more than $100,000 and such judgment writ or similar final process shall remain unvacated, unbonded or unstayed for a period of 45 calendar days, or fails to comply with the Asset Coverage (as defined in the Certificate of Designation of the Series A Convertible Preferred Stock requirement. Because certain of these "triggering events" were outside the control of the Company, the Series A Preferred Stock was classified within the temporary equity section of the accompanying balance sheets. The Series A Preferred Stock has forced conversion rights where the Company may force the conversion of the Series A Preferred Stock if certain conditions are met. Additionally, the Company may elect to redeem some or all of the outstanding Series A Preferred Stock for the stated value (currently $100/share) provided that proper notice is provided to the holders and that a number of conditions have been met. The Company believes the carrying amount reported in the balance sheets for the Series A Preferred Stock of $400,000 approximates the fair market value of such preferred stock based on the short-term maturity of these instruments which also equals the redemption value reflected as on the balance sheets as of December 31, 2019. On March 31, 2017, the Board approved the amendment and restatement of the Certificate of Designation of the Series A Convertible Preferred Stock in order to expressly ensure that holders of the Company's Series A Preferred Stock have the right to elect at least two directors at all times, have priority over any other class as to distribution of assets and payments of dividends, and have equal voting rights with every other outstanding voting stock. On May 11, 2017, the Company filed the amendment and restatement with the State of Delaware. Conversion of Series A Preferred Stock into common shares On August 3, 2020, at the request of the investor, the Company converted 4,000 Series A Preferred Stock into 2,000,000 shares of common stock. After such conversion, the Company reclassified the $400,000 redemption value of the Series A Preferred Stock to additional paid in capital. Accordingly, there are no shares of Series A Preferred Stock issued and outstanding as of December 31, 2020. Series B convertible preferred stock In November 2019, the Company filed a Certificate of Designation of the Rights, Preferences, Privileges and Restrictions ("Certificate of Designation") to designate a series of preferred stock, the Series B Convertible Preferred Stock, with the Secretary of State of the State of Delaware. The Certificate of Designation established 2,000 shares of the Series B Preferred Stock, par value $0.0001, having such designations, preferences, and rights as determined by the Company's board of directors in its sole discretion, in accordance with the Company's Certificate of Incorporation and Amended and Restated Bylaws. The Certificate of Designations provides that the Series B Convertible Preferred Stock shall have no right to vote on any matters on which the common shareholders are permitted to vote. However, as long as any shares of Series B Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation senior to, or otherwise pari passu with, the Series B Preferred Stock, (c) amend its Certificate of Incorporation or other charter documents in any manner that adversely affects any rights of the holders, (d) increase the number of authorized shares of Series B Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing. The Series B Convertible Preferred Stock ranks senior with respect to dividends and right of liquidation to the Company's common stock and junior with respect to dividends and right of liquidation to all existing and future indebtedness of the Company and existing and outstanding preferred stock of the Company. Each share of Series B Preferred Stock shall have a stated value of $1,000 (the "Stated Value"). Except for stock dividends or distributions for which adjustments are to be made pursuant to the certificate of designation, holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series B Preferred Stock equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends actually paid on shares of the Company's common stock when, as and if such dividends are paid on shares of the common stock. No other dividends shall be paid on shares of Series B Preferred Stock. The Holder of Series B Preferred stock shall have the right from time to time, and at any time after the original issue date, to convert all or any part of the outstanding Series B Preferred Stock into the Company's common stock. The conversion price (the "Conversion Price") shall equal $0.20 per share (subject to equitable adjustments by the Company relating to the Company's securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). If, at any time while the Series B Preferred Stock is outstanding, the Company sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any common stock or common stock equivalents entitling any person to acquire shares of common stock at an effective price per share that is lower than the then Conversion Price (such lower price, the "Base Conversion Price" and such issuances, collectively, a "Dilutive Issuance"), then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Conversion Price shall be reduced to equal the Base Conversion Price. In addition, if at any time the Company grants, issues or sells any common stock equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of common stock (the "Purchase Rights"), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of common stock acquirable upon complete conversion of such Holder's Series B Preferred Stock. On November 29, 2019, the Company entered into Series B Preferred Stock Purchase Agreements with accredited investors whereby the investors agreed to purchase an aggregate of 115 unregistered shares of the Company's Series B Preferred stock for $115,000, or $1,000 per share. In November 2019, the Company received the cash proceeds of $110,000, net of fees of $5,000 which was charged to additional paid in capital. In connection with the sale of Series B Preferred Stock, the Company issued 575,000 warrants to purchase 575,000 common shares at an exercise price of $0.20 per share, subject to adjustment on terms similar to the Series B preferred shares. In connection with the issuance of these Series B Preferred Stock warrants, the Company determined that the terms of the Series B Preferred Stock and related warrants contain terms that were fixed monetary amounts at inception and accordingly, were not considered derivatives. On April 15, 2020, the Company entered into Exchange Agreements with the holders of its Series B Preferred Stock, which shares of Series B Preferred Stock were originally issued in November 2019. Pursuant to the Exchange Agreements, the holders agreed to exchange their 115 shares of Series B Preferred Stock with a stated value of $115,000 and 575,000 warrants issued in connection with the Series B Preferred Stock for an aggregate of 1,437,500 shares of the Company's common stock at a price of $0.08 per share. After the exchanges, there are no shares of the Company's Series B Preferred Stock outstanding. The Company issued 1,437,500 shares of common stock which was more than the shares that would have been issued at the original conversion price of $0.20 per share or 575,000 shares of common stock, an excess of 862,500 shares of common stock. The excess shares were valued at a price of $0.08 per share. Consequently, in connection with this share exchange, the Company recorded a deemed dividend on this extinguishment of $69,000 during the year ended December 31, 2020. Common stock Sale of common stock Between April 9, 2020 to April 18, 2020, the Company entered into subscription agreements with certain accredited investors pursuant to which it issued an aggregate of 7,764,366 shares of the Company's common stock for proceeds of $75,644, and subscription receivable of $2,000 or $0.01 per share, for a total of $77,644. The Company collected the subscription receivable of $2,000 on July 6, 2020. On April 28, 2020, the Company entered into securities purchase agreements (collectively, the "April Purchase Agreements") with certain institutions and accredited investors for the sale of an aggregate 29,993,750 shares of the Company's common stock at a price of $0.08 per share for gross proceeds of $2,399,500, before deducting placement agent fees of $242,950 and other offering expenses of $118,460 (the "Private Placement") for total net proceeds of $2,038,090. The April Purchase Agreements contains customary representations, warranties and covenants of the parties, and the closing was subject to customary closing conditions. The April Purchase Agreements also provides that until the six month anniversary of the date of the April Purchase Agreements, in the event of a subsequent financing (except for certain exempt issuances as provided in the April Purchase Agreements) by the Company, each investor that invested over $100,000 pursuant to the April Purchase Agreements will have the right to participate in such subsequent financing up to an amount equal to 50% of the subsequent financing on the same terms, conditions and price provided for in the subsequent financing. In connection with the Private Placement, the Company entered into separate Registration Rights Agreements with the investors, pursuant to which the Company agreed to undertake to file a registration statement to register the resale of the shares underlying the Registrable Securities (as defined therein) within 30 calendar days following the closing date, and to maintain the effectiveness of the registration statement until all of such shares of common stock have been sold or are otherwise able to be sold pursuant to Rule 144. If the Company fails to file the registration statement or have it declared effective by the dates set forth above, amongst other things, the Company is obligated to pay the investors liquidated damages in the amount of 1% of their subscription amount, per month, until such events are satisfied, subject to a cap of 6%. In conjunction with the Private Placement, all officers and directors of the Company have entered into lock-up agreements pursuant to which they have agreed not to sell their shares of common stock or common stock equivalents in the Company until the twelve-month anniversary of the closing date. Common stock issued for due diligence fee In connection with convertible notes (see Note 6), during 2019, the Company issued 86,667 shares of its common stock to the investors as payment for due diligence fees. These shares were valued at $42,000 using the closing price of the Company's common stock on the day prior to the closing which ranged from $0.35 to $0.60 per share, and the amount was recorded as a debt discount and an increase in equity. Common stock issued for services On January 22, 2019, the Company entered into a consulting agreement with a consultant in connection with the Company's marketing and branding of its NFID products. The agreement ended on December 31, 2019. For services rendered, the Company paid the consultant an initial payment of $25,000 and, beginning on April 1, 2019, the Company paid the consultant $5,000 per month through December 2019. Additionally, the Company issued 100,000 shares of common stock of the Company to the consultant on a quarterly basis in tranches of 25,000 shares per quarter, commencing on March 31, 2019, and continuing on to the last day of each subsequent quarter in the year 2019. These shares were valued on the January 22, 2019 grant date at $35,000, or $0.35 per common share, based on recent common share sales which shall be amortized over the vesting period. For the year ended December 31, 2019, the Company recorded stock-based professional fees of $35,000. Through December 31, 2019, the Company issued 100,000 shares of its common stock to the consultant. Common stock issued for future services On April 17, 2020, the Company entered into one-year advisory agreements with certain accredited investors pursuant to which it agreed to issue an aggregate of 5,117,343 shares of the Company's common stock to the advisors for advisory services to be rendered. These shares were valued at $409,387, or $0.08 per common share, based on contemporaneous common share sales which are being amortized over the term of the agreements. On April 17, 2020, the Company entered into a six-month consulting agreement with an accredited investor pursuant to which it agreed to issue an aggregate of 3,468,841 shares of the Company's common stock to the consultant for consulting services to be rendered. These shares were valued at $277,508, or $0.08 per common share, based on contemporaneous common share sales which is being amortized over the term of the agreement. During the year ended December 31, 2020, the Company recognized stock-based consulting of $578,924 with a remaining prepaid expense included in prepaid expenses and other current assets of $107,970 at December 31, 2020 to be amortized over the remaining service period. Common stock issued for employment agreement On April 17, 2020, the Company entered into an Employment Agreement with the Company's Chief Executive Officer ("CEO") pursuant to which CEO will continue to serve as Chief Executive Officer and Chief Financial Officer of the Company. In connection with this employment agreement, the CEO was granted 7,630,949 shares of the Company's common stock. These shares were valued at $610,476, or $0.08 per common share, based on contemporaneous common share sales. During the year ended December 31, 2020, the Company recognized stock-based compensation of $610,476. Common stock issued for conversion of Series A and B Preferred Stock On August 3, 2020, at the request of the investor, the Company converted 4,000 Series A Preferred Stock into 2,000,000 shares of common stock. After such conversion, the Company reclassed the $400,000 redemption value of the Series A Preferred Stock to additional paid in capital. On April 15, 2020, the Company entered into Exchange Agreements with the holders of its Series B Preferred Stock whereby the holders agreed to exchange their 115 shares of Series B Preferred Stock with a stated value of $115,000 and 575,000 warrants issued in connection with the Series B Preferred Stock for an aggregate of 1,437,500 shares of the Company's common stock at a price of $0.08 per share. In connection with this share exchange, the Company recorded a deemed dividend on this extinguishment of $69,000 during the year ended December 31, 2020. Common stock issued for exchange of notes On April 15, 2020, the Company entered into Exchange Agreements with the holders of certain convertible promissory notes (see Note 6). Pursuant to these Exchange Agreements, the holders agreed to exchange their convertible promissory notes of $330,000 and 1,650,000 warrants issued in connection with this debt for an aggregate of 4,125,000 shares of the Company's common stock at a price of $0.08 per share. Consequently, the Company recorded a loss on debt extinguishment of $198,000 during the year ended December 31, 2020. Stock options Pursuant to a six-month employment agreement with the Company's Chief Executive Officer (the "Executive") dated April 15, 2019 (the "Effective Date"), the Company agreed to grant to Executive a five-year option to purchase up to 200,000 shares of the Company's common stock at an exercise price equal to par value of the Company's common stock, or $0.0001 per share, of which 100,000 vested on April 15, 2019 and 100,000 vested on July 15, 2019. On October 15, 2019, the Company granted to this same Executive another five-year option to purchase 100,000 shares of the Company's common stock at an exercise price equal to par value of the Company's common stock, or $0.0001 per share. Should the Company terminate this employment agreement, the right to purchase shares shall cease as of the date of termination. Pursuant to a six-month employment agreement dated April 15, 2019 (the "Effective Date"), the Company agreed that an executive officer of the Company will be granted a five-year option to purchase up to 100,000 shares of the Company's common stock at an exercise price equal to par value of the Company's common stock, or $0.0001 per share, of which 50,000 vested on April 15, 2019 and 50,000 vested on July 15, 2019. Should the Company terminate this agreement, the right to purchase shares shall cease as of the date of termination. This employment was terminated in October 2019 and accordingly, the 100,000 stock options were forfeited. The options were valued at the grant date using a Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 2.37%, expected dividend yield of 0%, expected option term of 5 years using the simplified method and expected volatility ranging from 74% to 158.6% based on comparable and calculated volatility. The aggregate grant date fair value of these awards amounted to $142,960 as of December 31, 2019. For the year ended December 31, 2019, the Company recorded $142,960 of compensation expense related these stock options. Total unrecognized compensation expense related to stock options at December 31, 2019 amounted to $0. Stock option activities for the year ended December 31, 2020 and 2019 are summarized as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding, December 31, 2018 - - Granted 400,000 0.0001 Granted Forfeited (100,000 ) (0.0001 ) Balance Outstanding, December 31, 2019 300,000 0.0001 4.5 104,970 Granted - - Forfeited - - Balance Outstanding, December 31, 2020 300,000 $ 0.0001 3.5 $ 127,290 Exercisable, December 31, 2020 300,000 $ 0.0001 3.5 $ 127,290 Warrants In October 2019, in connection with the convertible notes Securities Purchase Agreements with accredited investors (see Note 6), the Company issued five-year warrants to purchase up to 1,650,000 shares of the Company's common stock at an exercise price of $0.20 per share. In connection with the sale of Series B Preferred Stock as discussed above, the Company issued 575,000 warrants to purchase 575,000 common shares at an exercise price of $0.20 per share, subject to adjustment on terms similar to the Series B preferred shares. On April 15, 2020, the Company entered into Exchange Agreements with the holders of convertible promissory notes (see Note 5). Pursuant to these Exchange Agreements, the noteholders agreed to exchange their convertible promissory notes of $330,000 and 1,650,000 warrants issued in connection with this debt for an aggregate of 4,125,000 shares of the Company's common stock at a price of $0.08 per share. After the exchanges, there are no convertible notes outstanding. The Company issued 4,125,000 shares of common stock which was more than the shares that would have been issued at the original conversion price of $0.20 per share or 1,650,000 shares of common stock, an excess of 2,475,000 shares of common stock. The excess shares were valued at a price of $0.08 per share. Consequently, the Company recorded a loss on debt extinguishment of $198,000 during the year ended December 31, 2020. Warrant activities for the year ended December 31, 2020 and 2019 are summarized as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding, December 31, 2018 - - Granted 2,225,000 0.20 Forfeited - - Balance Outstanding, December 31, 2019 2,225,000 0.20 4.8 333,750 Granted - - - Forfeited (2,225,000 ) 0.20 Balance Outstanding, December 31, 2020 - $ - - $ - Exercisable, December 31, 2020 - $ - - $ - |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 - INCOME TAXES Through March 31, 2017, the Company elected to be treated as a RIC under Subchapter M of the Code and operated in a manner so as to qualify for the tax treatment applicable to RICs. Since March 31, 2017, the Company failed a diversification test since the Company's investment in one stock accounted for over 25% of the Company's total assets. This discrepancy was not caused by the acquisition of any security. The failure was not a result of willful neglect. As of December 31, 2017, the Company had not cured its failure to retain its status as a RIC and the Company does not intend to retain its RIC status. Accordingly, since 2017, the Company did not qualify as a RIC and is subject to income taxes at corporate tax rates. The loss of the Company's status as a RIC did not have any impact on the Company's financial position or results of operations. The Company evaluates tax positions taken or expected to be taken in the course of preparing its tax returns to determine whether the tax positions are "more-likely-than-not" to be sustained by the applicable tax authority. Tax positions not deemed to meet the "more-likely-than-not" threshold are reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. As of December 31, 2020 and 2019, the Company had not recorded a liability for any unrecognized tax positions. Taxable income (loss) generally differs from the change in net income (loss) for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as unrealized gains or losses are not included in taxable income (loss) until they are realized. Effective in 2017, the Company accounts for income taxes pursuant to ASC 740 "Accounting for Income Taxes" that requires the recognition of deferred tax assets and liabilities for the differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards. Additionally, the accounting standards require the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Realization of deferred tax assets, including those related to the net operating loss carry forwards for income tax purposes as compared to financial statement purposes, are dependent upon future taxable income and timing of reversals of future taxable differences along with any other positive and negative evidence during the periods in which those temporary differences become deductible or are utilized. The deferred tax assets at December 31, 2020 and 2019 consist of net operating and capital loss carryforwards. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of the attainment of future taxable income and capital gains. The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the years ended December 31, 2020 and 2019 was as follows: Year Ended Year Ended December 31, December 31, Income tax benefit at U.S. statutory rate $ (637,879 ) $ (212,792 ) Income tax benefit – state (197,439 ) (65,864 ) Permanent differences 457,798 103,132 True up - 59,266 Change in valuation allowance 377,520 116,258 Total provision for income tax $ - $ - The Company's approximate net deferred tax asset as of December 31, 2020 and 2019 was as follows: December 31, December 31, Deferred Tax Asset: Net operating loss carryforward $ 868,338 $ 490,819 Net capital loss carryforward 123,932 123,932 Total deferred tax asset before valuation allowance 992,271 614,751 Valuation allowance (992,271 ) (614,751 ) Net deferred tax asset $ - $ - At December 31, 2020, the Company had a net capital loss carryforward of approximately $450,663, which can be used to offset future capital gains for a period of four years. Due to the loss of its RIC status in 2017, any net tax operating losses generated as a RIC cannot be used to offset any future taxable income. As of December 31, 2020, the Company had an aggregate estimated net operating loss carryforwards of approximately $3,157,594 for income taxes. These net operating loss carries forwards may be available to reduce future years' taxable income. The 2017 carryforward will expire, if not utilized, through 2037. The 2020, 2019, and 2018 carryforwards shall be carried over indefinitely, subject to annual usage limits. Management believes that it appears more likely than not that the Company will not realize these tax benefits due to the Company's continuing losses for income taxes purposes. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset benefit related to the U.S. net operating loss and capital loss carry forwards to reduce the asset to zero. Management will review this valuation allowance periodically and will make adjustments as necessary. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 10 – CONCENTRATIONS Customer concentration For the year ended December 31, 2020, no customer accounted for over 10% of total sales. For the year ended December 31, 2019, one customer accounted for approximately 98.6% of total sales and consisted of the sales of its inventory of shoes. The Company does not expect any sales from this customer in the future and is no longer selling shoes. A reduction in sales from this customer will have a material adverse effect on the Company's results of operations and financial condition. Vendor concentrations Generally, the Company purchases substantially all of its raw materials and inventory from two suppliers. The loss of these suppliers may have a material adverse effect on the Company's results of operations and financial condition. However, the Company believes that, if necessary, alternate vendors could supply similar products in adequate quantities to avoid material disruptions to operations. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 – COMMITMENTS AND CONTINGENCIES Employment Agreement On April 17, 2020, the Company entered into an Employment Agreement with the Company's CEO pursuant to which CEO will continue to serve as Chief Executive Officer and Chief Financial Officer of the Company. The term of the agreement will continue for a period of one year from the date of execution and automatically renews for successive one-year periods at the end of each term until either party delivers written notice of their intent not to review at least six months prior to the expiration of the then effective term. Pursuant to the terms of the agreement, CEO's base salary was increased to $120,000, and the CEO shall continue be entitled to earn a bonus, subject to the sole discretion of the Company's Board. On January 18, 2021, the Company entered into an amendment (the "Amendment") to the CEO's employment agreement dated April 17, 2020, effective as of January 1, 2021, pursuant to which the CEO's base salary was increased from $120,000 per year to $180,000 per year. In addition, CEO was granted 7,630,949 vested shares of the Company's common stock in April 2020 (see Note 8). The agreement may be terminated by either the Company or CEO at any time and for any reason upon 60 days prior written notice. Upon termination of the agreement, CEO shall be entitled to (i) any equity award that has vested prior to the termination date, (ii) reimbursement of expenses incurred on or prior to such termination date and (iii) such employee benefits to which CEO may be entitled as of the termination date (collectively, the "Accrued Amounts"). The agreement shall also terminate upon CEO's death or the Company may terminate CEO's employment upon his disability (as defined in the agreement). Upon the termination of CEO's employment for death or disability, CEO shall be entitled to receive the Accrued Amounts. The agreement also contains covenants prohibiting CEO from disclosing confidential information with respect to the Company. Commercial Evaluation License and Option Agreement with the University of Baltimore, Maryland Recently, management has been exploring opportunities to expand its business by seeking to acquire and/or develop intellectual property or technology rights from leading universities and researchers. Effective as of July 15, 2020, through the Company's subsidiary, Silo Pharma Inc. (see Note 1), the Company entered into a commercial evaluation license and option agreement with UMB pursuant to which UMB has granted the Company an exclusive, non-sublicensable, non-transferable license to with respect to the exploration of the potential use of central nervous system-homing peptides in vivo and their use for the investigation and treatment of multiple sclerosis and other neuroinflammatory pathology. In addition, UMB granted the Company an exclusive, option to negotiate and obtain an exclusive, sublicensable, royalty-bearing license to with respect to the subject technology. This agreement shall be effective on the effective date and shall expire six months from July 15, 2020 unless sooner terminated. Both parties may terminate this agreement within thirty days by giving a written notice. Pursuant to the agreement, the Company paid the license fee of $10,000 to UMB in July 2020 pursuant to this agreement which was recorded in professional fees during the year ended December 31, 2020 since the Company could not conclude that such costs would be recoverable for this early-stage venture. The option was extended and exercised on January 13, 2021. On February 12, 2021, the Company entered into a Master License Agreement with UMB (see Note 12). Sponsored Study Agreement On November 1, 2020, the Company a entered into an investigator-sponsored study agreement (the "Study Agreement") with Maastricht University of the Netherlands. The research project is a clinical study to examine the effects of repeated low doses of psilocybin and LSD on cognitive and emotional dysfunctions in Parkinson's disease and to understand its mechanism of action. The Study Agreement shall terminate on October 31, 2024, unless earlier terminated pursuant to the terms thereof. The Company shall pay a total fee of 433,885 Euros ($507,602 USD) exclusive of value added tax with payment schedule as follows: Payment 1 86,777 Euros ($101,520 USD) Upon signing the Study Agreement and was paid in December 2020 2 86,777 Euros ($101,520 USD) Obtained approval from ethical committee 3 86,777 Euros ($101,520 USD) Data collection has commenced 4 130,166 Euros ($152,281 USD) First half of the participants are tested 5 43,885 Euros ($50,760 USD) Completion of data collection and delivery of final report In December 2020, the Company paid the first payment which was recorded to prepaid expense and other current assets to be amortized over the four-year term. The Company recognized amortization expense of $26,250 during the year ended December 31, 2020. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS Employment Agreement On January 18, 2021, the Company entered into an amendment to the CEO's employment agreement dated April 17, 2020, effective as of January 1, 2021, pursuant to which the CEO's base salary was increased from $120,000 per year to $180,000 per year (see Note 11). 2020 Omnibus Equity Incentive Plan On January 18, 2021, the board of directors of the Company approved the Silo Pharma, Inc. 2020 Omnibus Equity Incentive Plan (the "Plan") to incentivize employees, officers, directors and consultants of the Company and its affiliates. The number of shares of common stock that are reserved and available for issuance under the Plan shall be equal to 8.5 million shares provided that with respect to exempt awards as defined in the Plan, shall not count against such share limit. The Plan provides for the grant, from time to time, at the discretion of the Board or a committee thereof, of cash, stock options, including incentive stock options and nonqualified stock options, restricted stock, dividend equivalents, restricted stock units, stock appreciation units and other stock or cash-based awards. The Plan shall terminate on the tenth anniversary of the date of adoption by the Board of Directors. Subject to certain restrictions, the Board of Directors may amend or terminate the Plan at any time and for any reason. An amendment of the Plan shall be subject to the approval of the Company's stockholders only to the extent required by applicable laws, rules or regulations. On March 10, 2021, the stockholders of the Company approved the Plan. Patent License Agreement On January 5, 2021, the Company entered into a Patent License Agreement (the "Agreement") by and among the Company and Silo Pharma, Inc., a Florida corporation (a wholly owned subsidiary of the Company) (collectively, the "Licensor") and AIkido Pharma Inc. ("AIkido") pursuant to which the Licensor granted AIkido an exclusive, worldwide (the "Territory"), sublicensable, royalty-bearing license to certain provisional patent applications owned by Licensor directed to the use of psilocybin in cancer treatment, and any patents issuing therefrom, including all continuations, continuations-in-part, divisions, extensions, substitutions, reissues, re-examinations, and any applications and all patents issuing from any applications and patents that claim domestic benefit or foreign priority to the provisional patent applications (the "Licensed Patents"). The license is for "Field of Use" of "treatment of cancer and symptoms caused by cancer, including but not limited to pain, nausea, neuroinflammation, brain and neural dysfunction, depression, seizures, confusion, dizziness, numbness/tingling, dysfunction of the senses and all other symptoms that are caused by cancer of any type." In addition, pursuant to the Agreement, if the Licensor exercises the option granted to it pursuant to its Commercial Evaluation License and Option Agreement with UMB, effective as of July 15, 2020, the Licensor shall grant AIkido a non-exclusive sublicense to certain UMB patent rights in the field of neuroinflammatory diseases occurring in patients diagnosed with cancer. Pursuant to the Agreement, AIkido shall pay the Licensor, among other things, (i) a one-time non-refundable cash payment of $500,000 and (ii) royalty payments equal to 2% of Net Sales (as defined in the Agreement) in the Field of Use in the Territory. In addition, AIkido issued the Licensor 500 shares of its newly designated Series M Convertible Preferred Stock. Under the Agreement, the Company is required to prepare file, prosecute, and maintain the licensed patents. Unless earlier terminated, the term of the license to the Licensed Patents will continue until the expiration or abandonment of all issued patents and filed patent applications within the Licensed Patents. The Company may terminate the Agreement upon 30 day written notice if AIkido fails to pay any amounts due and payable to the Company or if AIkido or any of its affiliates brings a patent challenge against the Company, assists others in bringing a legal or administrative challenge to the validity, scope, or enforceability of or opposes any of the Licensed Patents ("Patent Challenge") against the Company (except as required under a court order or subpoena). AIkido may terminate the Agreement at any time without cause, and without incurring any additional penalty, (i) by providing at least 30 days' prior written notice and paying the Company all amounts due to it through such termination effective date. Either party may terminate the Agreement for material breaches that have failed to be cured within 60 days after receiving written notice. The Company collected the non-refundable cash payment of $500,000 on January 5, 2021 which will be recorded in deferred revenues to be recognized as revenues over the term of the license. With respect to a vote of AIkido's stockholders to approve a reverse split of its common stock no later than December 31, 2021 only ("Reverse Stock Split Vote"), each share of the Series M Convertible Preferred Stock shall be entitled to such number of votes equal to 20,000 shares of AIkido's common stock. In addition, each share of the Series M Convertible Preferred Stock shall be convertible, at any time after the earlier of (i) the date that the Reverse Stock Split Vote is approved by AIkido's stockholders and (ii) December 31, 2021, at the option of the holder, into such number of shares of AIkido's common stock determined by dividing the Stated Value by the Conversion Price. "Stated Value" means $1,000. "Conversion Price" means $0.80, subject to adjustment. The Company valued the 500 Series M Convertible Preferred stock which is equivalent into AIkido's 625,000 shares of common stock at a fair value of $0.85 per common share or $531,250 based quoted trading price of AIkido's common stock on the date of grant. The Company shall record equity investment of $531,250 and deferred revenue of $531,250 to be recognized as revenues over the term of the license. The Agreement also grants AIkido a contingent right ("Contingent Right to License the UMB Patent Rights"), to negotiate with the Company, to obtain a nonexclusive sublicense in the field of cancer and treating cancer, including neuroinflammatory diseases occurring in any patient diagnosed with cancer (the "Field"), in the event the Company exercises its option to enter into a license with UMB, pursuant to a Commercial Evaluation License and Option Agreement between the Company and UMB. The Contingent Right to License the UMB Patent Rights shall be to the full extent permitted by and on terms and conditions required by UMB for a term consistent with the term of patent and technology licenses that UMB normally grants. In the event that the Company exercises its option and executes a license with UMB to the UMB Patent Rights, within 40 days after the execution of such UMB License, for consideration to be agreed upon and paid by AIkido, which consideration shall in no event exceed 110% of any fee payable by the Company to UMB for the right to sublicense the UMB Patent Rights. The Company shall grant AIkido a nonexclusive sublicense in the United States to the UMB Patent Rights in the Field, subject to the terms of any UMB License Licensor obtains, including any royalty obligations on sublicensees required under any such sublicense. The option was exercised on January 13, 2021. Accordingly, on February 12, 2021, the Company entered into a binding letter of intent with AIkido pursuant to which the Company agreed to grant AIkido a worldwide, exclusive sublicense of the Company's licensed patents under the UMB License Agreement (see below). Sponsored Study Agreement On January 5, 2021, the Company entered into an investigator-sponsored study agreement (the "Sponsored Study Agreement") with the University of Maryland, Baltimore. The research project is a clinical study to examine a novel peptide-guided drug delivery approach for the treatment of multiple sclerosis ("MS"). More specifically, the study is designed to evaluate (1) whether MS-1-displaying liposomes can effectively deliver dexamethasone to the CNS and (2) whether MS-1-displaying liposomes are superior to plain liposomes, also known as free drug, in inhibiting the relapses and progression of experimental autoimmune encephalomyelitis (EAE). Pursuant to the Agreement, the research shall commence on March 1, 2021 and will continue until substantial completion, subject to renewal upon mutual written consent of the parties. The total cost under the Sponsored Study Agreement shall not exceed $81,474 which is payable in two equal installments of $40,737 upon execution of this agreement and $40,737 upon completion of this project with an estimated project timeline of nine months. The Company paid $40,737 on January 13, 2021. Master License Agreement On February 12, 2021 (the "Effective Date"), the Company entered into a master license agreement (the "UMB License Agreement") with UMB pursuant to which UMB granted the Company an exclusive, worldwide, sublicensable, royalty-bearing license to certain intellectual property (i) to make, have made, use, sell, offer to sell, and import certain licensed products and (ii) to use the invention titled, "Central nervous system-homing peptides in vivo and their use for the investigation and treatment of multiple sclerosis and other neuroinflammatory pathology" and UMB's confidential information to develop and perform certain licensed processes for the therapeutic treatment of neuroinflammatory disease. Pursuant to the UMB License Agreement, the Company shall pay UMB (i) a license fee (ii) certain event-based milestone payments, (iii) royalty payments depending on net revenues, and (iv) a tiered percentage of sublicense income. The Company shall pay to UMB a license fee of $75,000, payable as follows: (a) $25,000 shall be due within 30 days following the Effective Date; and (b) $50,000 shall be due on or before the first anniversary of the Effective Date. The license fee is non-refundable, and is not creditable against any other fee, royalty, or payment. The Company shall be responsible for payment of all patent expenses in connection with preparing, filing, prosecution and maintenance of patents or patent applications relating to the patent rights. The Company paid the $25,000 license fee on February 17, 2021. Additionally, the Company agreed to pay certain royalty payments as follows: (i) 3% on sales of Licensed Products during the applicable calendar year for sales less than $50,000,000; and (ii) 5% on sales of Licensed Products during the applicable calendar year for sales greater than $50,000,000; and Furthermore, the Company agrees to pay UMB minimum royalty payments, as follows: Payment Year $ - Prior to First Commercial Sale $ - Year of First Commercial Sale $ 25,000 First calendar year following the First Commercial Sale $ 25,000 Second calendar year following the First Commercial Sale $ 100,000 Third calendar year following the First Commercial Sale Furthermore, the Company agrees to pay milestone payments, as follows: Payment Milestone $ 50,000 Filing of an Investigational New Drug (or any foreign equivalent) for a Licensed Product $ 100,000 Dosing of first patient in a Phase 1 Clinical Trial of a Licensed Product $ 250,000 Dosing of first patient in a Phase 2 Clinical Trial of a Licensed Product $ 500,000 Receipt of New Drug Application ("NDA") (or foreign equivalent) approval for a Licensed Product $ 1,000,000 Achievement of First Commercial Sale of Licensed Product The Company shall pay to UMB a percentage of all sublicense income which is receivable by Company or Company affiliates as follows: (a) 25% of sublicense income which is receivable with respect to any sublicense that is executed before the filing of an NDA (or foreign equivalent) for the first licensed product; and (b) 15% of sublicense income which is receivable with respect to any sublicense that is executed after the filing of an NDA (or foreign equivalent) for the first licensed product. The UMB License Agreement will remain in effect until the later of: (a) the last patent covered under the UMB License Agreement expires, (b) the expiration of data protection, new chemical entity, orphan drug exclusivity, regulatory exclusivity, or other legally enforceable market exclusivity, if applicable, or (c) 10 years after the first commercial sale of a licensed product in that country, unless earlier terminated in accordance with the provisions of the UMB License Agreement. The term of the UMB License Agreement shall expire 15 years after the effective date in which (a) there were never any Patent Rights, (b) there was never any data protection, new chemical entity, orphan drug exclusivity, regulatory exclusivity, or other legally enforceable market exclusivity or (c) there was never a First commercial sale of a licensed product. Binding Letter of Intent to Grant Sublicense On February 12, 2021, the Company entered into a binding letter of intent (the "Letter of Intent") with AIkido Pharma, Inc. pursuant to which the Company agreed to grant AIkido a worldwide, exclusive sublicense of the Company's licensed patents under the UMB License Agreement for use in the therapeutic treatment of neuroinflammatory disease in cancer patients (the "AIkido Sublicense"). Pursuant to the Letter of Intent, AIkido shall pay the Company (i) a one-time license fee of $50,000 and (ii) the same royalty payments that the Company is subject to under the UMB License Agreement. The parties have agreed to use their best efforts to complete the Sublicense arrangement as soon as reasonably possible. The terms and conditions of the Sublicense are subject to compliance with the terms and conditions of the UMB License Agreement, including, but not limited to, the provisions regarding the granting of sublicenses set forth in the UMB License Agreement. Certificate of Designation of Series C Convertible Preferred Stock On January 9, 2021, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the "Certificate of Designations") with the Delaware Secretary of State, designating 4,280 shares of preferred stock as Series C Convertible Preferred Stock. Designation Dividends . Liquidation Voting Rights Conversion Exercisability . Series C Convertible Preferred Stock Financing On February 9, 2021 (the "Effectiveness Date"), the Company entered into securities purchase agreements (collectively, the "Series C Purchase Agreements") with certain institutional and accredited investors for the sale of an aggregate of 4,276 shares of the Company's Series C Convertible Preferred Stock and warrants (the "February Warrants") to purchase up to 14,253,323 shares (the "February Warrant Shares") of the Company's common stock for gross proceeds of approximately $4,276,000, before deducting total placement agent and other offering expenses of $456,130 which are offset against the proceeds in additional paid in capital. The offering closed on February 12, 2021. Accordingly, the Company shall recognize total deemed dividend of $1,403,997 for the beneficial conversion feature in connection with the issuance of these Series C Convertible Preferred Stock. The February Warrants are exercisable for a period of five years from the date of issuance at an exercise price of $0.30 per share. If, after a period of 180 days after the date of issuance of the February Warrants, a registration statement covering the resale of the February Warrant Shares is not effective, the holders may exercise the February Warrants by means of a cashless exercise. The Series C Convertible Preferred Stock and the February Warrants each contain a beneficial ownership limitation that restricts each of the investor's ability to exercise the February Warrants and convert the Series C Convertible Preferred Stock such that the number of shares of the Company common stock held by each of them and their affiliates after such conversion or exercise does not exceed 4.99% (or, at the election of the Investor, 9.99%) of the Company's then issued and outstanding shares of common stock. The Series C Purchase Agreement also provides that until the 18 month anniversary of the Effectiveness Date, in the event of a subsequent financing (except for certain exempt issuances as provided in the Series C Purchase Agreement) by the Company, each investor will have the right to participate in such subsequent financing up to an amount equal to the investor's proportionate share of the subsequent financing based on such investor's participation in this offering on the same terms, conditions and price provided for in the subsequent financing up to an amount equal to 50% of the subsequent financing. In addition, pursuant to the Series C Purchase Agreement, the Company has agreed that neither it nor its subsidiaries will enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents to file any registration statement other than as contemplated pursuant to the Registration Rights Agreement (as defined herein) for a period of 90 days from the Effectiveness Date. Furthermore, subject to certain exceptions, the Company is prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of common stock or common stock equivalents involving a Variable Rate Transaction (as defined in the Series C Purchase Agreement). In connection with the offering, the Company entered into separate Registration Rights Agreements with the investors pursuant to which the Company agreed to undertake to file a registration statement (the "Registration Statement") to register the resale of the Registrable Securities (as defined therein) within ten calendar days following the Effectiveness Date. The Company shall use its best efforts to cause the Registration Statement covering the Registrable Securities to be declared effective no later than the 60 th th In addition, pursuant to the terms of the offering, the Company agreed to issue Bradley Woods & Co, Ltd. and Katalyst Securities LLC warrants (the "Placement Agent Warrants") to purchase up to an aggregate of 2,850,664 shares of common stock, or 10% of the shares of common stock issuable upon conversion of the Series C Preferred Stock and February Warrant Shares sold in the offering. The Placement Agent Warrants are exercisable for a period of five years from the closing date of the offering at an exercise price of $0.35 per share, subject to adjustment. The net proceeds of the offering are expected to be used for working capital purposes and to further execute on the Company's existing business. Note Receivable On March 10, 2021, the Company collected $23,500 in connection with a note receivable (see Note 4). Increase in Authorized Shares On March 10, 2021, the Company filed an amendment to its Certificate of Incorporation with the Secretary of State of Delaware to increase the authorized number of shares of common stock of the Company from 10 0,000,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The Company's consolidated financial statements include the financial statements of its wholly-owned subsidiary, Silo Pharma, Inc. All inter-company balances and transactions have been eliminated in consolidation. |
Going Concern | Going Concern These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company had a net loss and cash used in operations of $3,037,517 and $1,156,996 for the year ended December 31, 2020. Additionally, the Company had an accumulated deficit of $5,762,321 at December 31, 2020, and has generated minimal revenues from NFID business. These factors raise substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. The Company is seeking to raise additional capital through additional debt and/or equity financings to fund its operations in the future. If the Company is unable to raise additional capital or secure additional lending in the near future to fund its business plan, management expects that the Company will need to curtail its operations. Between April 9, 2020 to April 18, 2020, the Company received gross proceeds of $75,644 and a subscription receivable of $2,000 (collected in July 2020) or $0.01 per share from the sale of an aggregate of 7,764,366 shares of the Company's common stock. Additionally, on April 28, 2020, the Company received gross proceeds of $2,399,500, before deducting placement agent and other offering expenses of $361,410, from the sale of an aggregate of 29,993,750 shares of the Company's common stock at a price of approximately $0.08 per share (see Note 8). Additionally, on February 9, 2021, the Company entered into securities purchase agreements with various investors for the sale of an aggregate of 4,276 shares of the Company's newly designated Series C Preferred Stock and warrants to purchase up to 14,253,323 shares of the Company's common stock for gross proceeds of approximately $4,276,000, before deducting placement agent and other offering expenses. The closing of the offering occurred on February 12, 2021 (See Note 12). These consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. Significant estimates during the years ended December 31, 2020 and 2019 include the collectability of notes receivable and related accrued interest receivable, the valuation of the Company's equity investments, amortization period and valuation of intangibles, estimates for obsolete and slow-moving inventory, assumptions used in assessing impairment of long-term assets, valuation allowances for deferred tax assets, the fair value of warrants issued with debt, and the fair value of shares issued for services and in settlements. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company's accounts at these institutions are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000 or by the Securities Investor Protection Corporation up to $250,000. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits. At December 31, 2020, the Company had cash in excess of FDIC limits of approximately $880,000 and at December 31, 2019, the Company had no cash in excess of FDIC limits. |
Notes Receivable | Notes Receivable The Company recognizes an allowance for losses on notes receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current note receivable aging, and expected future write-offs, as well as an assessment of specific identifiable accounts considered at risk or uncollectible. The expense associated with the allowance for doubtful accounts is recognized as general and administrative expense. |
Prepaid Expenses | Prepaid Expenses Prepaid expenses and other current assets of $241,091 and $16,333 at December 31, 2020 and 2019, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses may include prepayments in cash and equity instruments for consulting, public relations and business advisory services, and legal fees which are being amortized over the terms of their respective agreements. |
Inventory | Inventory Inventory, consisting of raw materials and finished goods, are stated at the lower of cost and net realizable value utilizing the first-in, first-out method. A reserve is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected net realizable value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the cost and the net realizable value. These reserves shall be recorded based on estimates and included in cost of sales. The Company shall make an analysis of its inventory for any slow-moving inventory. Consequently, the Company recorded an inventory write-down of $137,947 and $0 during the years ended December 31, 2020 and 2019, respectively, which was included in cost of sales as reflected in the accompanying consolidated statements of operations. No allowance was required at December 31, 2020 and 2019. |
Equity Investments, at Cost | Equity Investments, at Cost Equity investments, at cost comprised mainly of non-marketable capital stock and stock warrants, are recorded at cost, as adjusted for other than temporary impairment write-downs and are evaluated for impairment periodically. Prior to September 29, 2018, equity investments, at cost were recorded at fair value, represented as cost, plus or minus unrealized appreciation or depreciation. The fair value of equity investments, at cost that had no ready market were determined in good faith by the board of directors, based upon the financial condition and operating performance of the underlying investee companies as well as general market trends for businesses in the same industry. At December 31, 2020 and 2019, equity investments, at cost of $200 and $9,394, respectively, comprised mainly of non-marketable capital stock, are recorded at cost, as adjusted for other than temporary impairment write-downs and are evaluated for impairment periodically. |
Intangible Assets | Intangible Assets Intangible assets are carried at cost less accumulated amortization, computed using the straight-line method over the estimated useful lives. Intangible assets consisted of a brand ambassador agreement which were being amortized over a period of one year and trademarks which were recorded at cost and have an indefinite useful life and were not amortized. For the year ended December 31, 2020 and 2019, the Company recorded an impairment loss of $0 and $29,440, respectively, related to the impairment of trademarks. Management determined that there was a significant adverse change in the extent or manner in which these long-lived assets were being used. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value. |
Net Realized Gain or Loss and Net Change in Unrealized Appreciation or Depreciation of Equity Investments, at Fair Value | Net Realized Gain or Loss and Net Change in Unrealized Appreciation or Depreciation of Equity Investments, at Fair Value Realized gain or loss is recognized when an investment is disposed of and is computed as the difference between the Company's cost basis and the net proceeds received from such disposition. Realized gains and losses on investment transactions are determined by specific identification. Net change in unrealized appreciation or depreciation is computed as the difference between the fair value of the investment and the cost basis of such investment, including any reversal of previously recorded unrealized appreciation/depreciation when gains or losses are realized. |
Fair value measurements and fair value of financial instruments | Fair value measurements and fair value of financial instruments The Company follows ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1- Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2- Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3- Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company analyzes all financial instruments with features of both liabilities and equity under the FASB's accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts reported in the consolidated balance sheets for cash, inventory, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair market value based on the short-term maturity of these instruments. |
Revenue Recognition | Revenue Recognition The Company applies ASC Topic 606, Revenue from Contracts with Customers The Company records interest and dividend income on an accrual basis to the extent that the Company expects to collect such amounts. Product sales are recognized when the product is shipped to the customer and title is transferred and are recorded net of any discounts or allowances. |
Cost of Sales | Cost of Sales The primary components of cost of sales include the cost of the product, production costs, warehouse storage costs and shipping fees. |
Stock-based compensation | Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – "Compensation – Stock Compensation Improvements to Employee Share-Based Payment |
Income Taxes | Income Taxes Deferred income tax assets and liabilities arise from temporary differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company follows the provisions of FASB ASC 740-10, "Uncertainty in Income Taxes". Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a "more-likely-than-not" threshold. The Company does not believe it has any uncertain tax positions as of December 31, 2020 and 2019 that would require either recognition or disclosure in the accompanying financial statements. |
Research and development | Research and development In accordance with ASC 730-10, "Research and Development-Overall," |
Net Loss per Common Share | Net Loss per Common Share Basic loss per share is computed by dividing net loss allocable to common shareholders by the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income available to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period using the as-if converted method. Potentially dilutive securities which included convertible preferred shares and stock options are excluded from the computation of diluted shares outstanding if they would have an anti-dilutive impact on the Company's net losses. The following potentially dilutive shares have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive for the years ended December 31, 2020 and 2019: December 31, December 31, Series A convertible preferred stock - 2,000,000 Series B convertible preferred stock - 575,000 Convertible notes - 1,650,000 Stock options 300,000 300,000 Warrants - 2,225,000 |
Leases | Leases In February 2016, the FASB issued ASU 2016-02, " Leases (Topic 842)" Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The pronouncement requires a modified retrospective method of adoption and is effective on January 1, 2019, with early adoption permitted. For the Company's administrative office lease, the Company analyzed if it would be required to record a lease liability and a right of use asset on its consolidated balance sheets at fair value upon adoption of ASU 2016-02. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. |
New Accounting Pronouncements | New Accounting Pronouncements Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of anti-dilutive net loss per share | December 31, December 31, Series A convertible preferred stock - 2,000,000 Series B convertible preferred stock - 575,000 Convertible notes - 1,650,000 Stock options 300,000 300,000 Warrants - 2,225,000 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory, including jackets, t-shirts, sweatshirts, hats and fabric | December 31, December 31, Raw materials $ 1,425 $ 41,231 Finished goods 32,059 115,135 Inventory $ 33,484 $ 156,366 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of notes receivable | December 31, December 31, Principal amounts of notes receivable $ 250,000 $ 250,000 Collections on notes receivables (30,000 ) - Less: allowance for doubtful accounts (196,500 ) (50,000 ) Notes receivable, net $ 23,500 $ 200,000 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Convertible Notes Payable [Abstract] | |
Schedule of fair value of the warrants was estimated using the Binomial valuation model | 2019 Dividend rate — % Term (in years) 5.00 years Volatility 158.6 % Risk—free interest rate 1.48% to 1.66 % |
Schedule of convertible notes payable | December 31, December 31, Principal amount $ - $ 330,000 Less: unamortized debt discount - (268,125 ) Convertible notes payable, net $ - $ 61,875 |
Note Payable (Tables)
Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of interest expense | As of As of Principal amount $ 18,900 $ - Less: current portion (14,654 ) - Note payable - long term portion $ 4,246 $ - |
Schedule of minimum principal payments under note payable unrelated parties | Year ended December 31, 2021 $ 14,654 Year ended December 31, 2022 4,246 Total principal payments $ 18,900 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock options activities | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding, December 31, 2018 - - Granted 400,000 0.0001 Granted Forfeited (100,000 ) (0.0001 ) Balance Outstanding, December 31, 2019 300,000 0.0001 4.5 104,970 Granted - - Forfeited - - Balance Outstanding, December 31, 2020 300,000 $ 0.0001 3.5 $ 127,290 Exercisable, December 31, 2020 300,000 $ 0.0001 3.5 $ 127,290 |
Schedule of warrant activities | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding, December 31, 2018 - - Granted 2,225,000 0.20 Forfeited - - Balance Outstanding, December 31, 2019 2,225,000 0.20 4.8 333,750 Granted - - - Forfeited (2,225,000 ) 0.20 Balance Outstanding, December 31, 2020 - $ - - $ - Exercisable, December 31, 2020 - $ - - $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective statutory rate and provision for income taxes | Year Ended Year Ended December 31, December 31, Income tax benefit at U.S. statutory rate $ (637,879 ) $ (212,792 ) Income tax benefit – state (197,439 ) (65,864 ) Permanent differences 457,798 103,132 True up - 59,266 Change in valuation allowance 377,520 116,258 Total provision for income tax $ - $ - |
Schedule of net deferred tax asset | December 31, December 31, Deferred Tax Asset: Net operating loss carryforward $ 868,338 $ 490,819 Net capital loss carryforward 123,932 123,932 Total deferred tax asset before valuation allowance 992,271 614,751 Valuation allowance (992,271 ) (614,751 ) Net deferred tax asset $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of exclusive of value added tax with payment | Payment 1 86,777 Euros ($101,520 USD) Upon signing the Study Agreement and was paid in December 2020 2 86,777 Euros ($101,520 USD) Obtained approval from ethical committee 3 86,777 Euros ($101,520 USD) Data collection has commenced 4 130,166 Euros ($152,281 USD) First half of the participants are tested 5 43,885 Euros ($50,760 USD) Completion of data collection and delivery of final report |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Schedule of agrees to pay UMB minimum royalty payments | Payment Year $ - Prior to First Commercial Sale $ - Year of First Commercial Sale $ 25,000 First calendar year following the First Commercial Sale $ 25,000 Second calendar year following the First Commercial Sale $ 100,000 Third calendar year following the First Commercial Sale |
Schedule of agrees to pay milestone payments | Payment Milestone $ 50,000 Filing of an Investigational New Drug (or any foreign equivalent) for a Licensed Product $ 100,000 Dosing of first patient in a Phase 1 Clinical Trial of a Licensed Product $ 250,000 Dosing of first patient in a Phase 2 Clinical Trial of a Licensed Product $ 500,000 Receipt of New Drug Application ("NDA") (or foreign equivalent) approval for a Licensed Product $ 1,000,000 Achievement of First Commercial Sale of Licensed Product |
Organization and Business (Deta
Organization and Business (Details) | Sep. 29, 2018 |
Organization and Business (Textual) | |
Percentage of acquisition | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Series A convertible preferred stock [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of anti-dilutive net loss per share [Line Items] | ||
Anti-dilutive net loss per share | 2,000,000 | |
Series B Convertible Preferred Stock [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of anti-dilutive net loss per share [Line Items] | ||
Anti-dilutive net loss per share | 575,000 | |
Warrants [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of anti-dilutive net loss per share [Line Items] | ||
Anti-dilutive net loss per share | 2,225,000 | |
Convertible notes [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of anti-dilutive net loss per share [Line Items] | ||
Anti-dilutive net loss per share | 1,650,000 | |
Stock options [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of anti-dilutive net loss per share [Line Items] | ||
Anti-dilutive net loss per share | 300,000 | 300,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) - USD ($) | Feb. 09, 2021 | Apr. 18, 2020 | Apr. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Summary of Significant Accounting Policies (Textual) | |||||
Net loss | $ (3,037,517) | $ (1,013,294) | |||
Cash used in operations | (1,156,996) | (794,324) | |||
Accumulated deficit | (5,762,321) | (2,655,804) | |||
Gross proceeds issued | $ 75,644 | $ 2,399,500 | |||
Subscription receivable | $ 2,000 | ||||
Share price | $ 0.01 | $ 0.08 | |||
Number of shares issued | 7,764,366 | 29,993,750 | |||
Placement agent and other offering expenses | $ 361,410 | ||||
Federal deposit insurance corporation | 250,000 | ||||
Securities investor protection corporation | 250,000 | ||||
FDIC cash limits | 880,000 | ||||
Prepaid expenses and other current assets | 241,091 | 16,333 | |||
Inventory write-down | 137,947 | 0 | |||
Equity investments cost | $ 200 | 9,394 | |||
Intangible assets amortization period | 1 year | ||||
Impairment loss | $ 0 | 29,440 | |||
Research and development cost | $ 26,250 | $ 0 | |||
Subsequent Event [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Gross proceeds issued | $ 4,276,000 | ||||
Aggregate shares | 4,276 | ||||
Warrants to purchase shares | 14,253,323 |
Inventory (Details)
Inventory (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of inventory, including jackets, t-shirts, sweatshirts, hats and fabric [Abstract] | ||
Raw materials | $ 1,425 | $ 41,231 |
Finished goods | 32,059 | 115,135 |
Inventory | $ 33,484 | $ 156,366 |
Inventory (Details Textual)
Inventory (Details Textual) - USD ($) | Dec. 18, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory (Textual) | |||
Inventory write-down | $ 137,947 | $ 0 | |
Transfer amount | $ 6,182 | ||
Inventory to settle accounts payable | 6,500 | ||
Income loss | $ 318 |
Notes Receivable (Details)
Notes Receivable (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of notes receivable [Abstract] | ||
Principal amounts of notes receivable | $ 250,000 | $ 250,000 |
Collections on notes receivables | (30,000) | |
Less: allowance for doubtful accounts | (196,500) | (50,000) |
Notes receivable, net | $ 23,500 | $ 200,000 |
Notes Receivable (Details Textu
Notes Receivable (Details Textual) - USD ($) | Jan. 06, 2020 | Nov. 02, 2018 | Oct. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 10, 2021 | Apr. 30, 2020 | Dec. 31, 2018 | Sep. 28, 2018 |
Notes Receivable (Textual) | |||||||||
Principal balance | $ 23,500 | $ 200,000 | |||||||
Debt instrument terms in days, description | 30 days | ||||||||
Notes receivable purchase price | $ 30,000 | ||||||||
Bad debt recovery | 9,000 | 13,500 | |||||||
Subsequent Event [Member] | |||||||||
Notes Receivable (Textual) | |||||||||
Notes receivable | $ 23,500 | ||||||||
Promissory Note Receivable Agreement [Member] | |||||||||
Notes Receivable (Textual) | |||||||||
Principal balance | $ 50,000 | $ 200,000 | |||||||
Notes receivable | $ 100,000 | ||||||||
Remaining balance of promissory note receivable | $ 100,000 | ||||||||
Interest rate | 6.00% | ||||||||
Deposit and credit towards the acquisition of the assets | $ 50,000 | ||||||||
Allowance for doubtful account and bad debt | $ 50,000 | ||||||||
Promissory Note Receivable Agreement [Member] | Maximum [Member] | |||||||||
Notes Receivable (Textual) | |||||||||
Interest rate | 18.00% | ||||||||
Promissory Note Receivable Agreement [Member] | Minimum [Member] | |||||||||
Notes Receivable (Textual) | |||||||||
Interest rate | 10.00% | ||||||||
Purchase Agreement [Member] | |||||||||
Notes Receivable (Textual) | |||||||||
Principal balance | 146,500 | ||||||||
Allowance for doubtful account and bad debt | 174,376 | ||||||||
Notes receivable and related interest receivable aggregate balances | 277,305 | ||||||||
Notes receivable purchase price | 30,000 | $ 277,305 | |||||||
Convertible Series B preferred stock (in Shares) | 10,420 | ||||||||
Interest receivable | $ 27,876 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 29, 2018 | |
Intangible Assets (Details) [Line Items] | |||
Impairment loss | $ 29,440 | $ 87,745 | |
Brand Ambassador Agreement [Member] | |||
Intangible Assets (Details) [Line Items] | |||
Historical cost | $ 105,295 | ||
Trademarks [Member] | |||
Intangible Assets (Details) [Line Items] | |||
Historical cost | $ 29,440 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Convertible Notes Payable (Details) - Schedule of fair value of the warrants was estimated using the Binomial valuation model [Line Items] | |
Dividend rate | |
Term (in years) | 5 years |
Volatility | 158.60% |
Minimum [Member] | |
Convertible Notes Payable (Details) - Schedule of fair value of the warrants was estimated using the Binomial valuation model [Line Items] | |
Risk—free interest rate | 1.48% |
Maximum [Member] | |
Convertible Notes Payable (Details) - Schedule of fair value of the warrants was estimated using the Binomial valuation model [Line Items] | |
Risk—free interest rate | 1.66% |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details 2) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of convertible notes payable [Abstract] | ||
Principal amount | $ 330,000 | |
Less: unamortized debt discount | (268,125) | |
Convertible notes payable, net | $ 61,875 |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Apr. 15, 2020 | Oct. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible Notes Payable (Textual) | ||||
Warrants purchase to shares | 1,650,000 | |||
Common stock warrants exercise price | $ 0.20 | |||
Additional expenses and deposit fees | $ 1,250 | |||
Convertible notes payable, description | The Company entered into Exchange Agreements with the holders of the Notes. Pursuant to these Exchange Agreements, the holders agreed to exchange the Notes in the aggregate principal amount of $330,000 and 1,650,000 Warrants for an aggregate of 4,125,000 shares of the Company's common stock at a price of $0.08 per share. After the exchanges, there are no convertible notes outstanding. The Company issued 4,125,000 shares of common stock which was more than the shares that would have been issued at the original conversion price of $0.20 per share or 1,650,000 shares of common stock, an excess of 2,475,000 shares of common stock. The excess shares were valued at a price of $0.08 per share. Consequently, the Company recorded a loss on debt extinguishment of $198,000 during the year ended December 31, 2020. | The Company would issue to each investor at the closing, that number of shares of its common stock equal to 14% of the aggregate amount paid by the investor for the Notes purchased, priced at the closing price of the Company’s common stock on the day prior to the closing, as a due diligence fee. In connection with due diligence fee, during 2019, the Company issued 86,667 shares of its common stock to the investors. These shares were valued at $42,000 using the closing price of the Company’s common stock on the day prior to the closing which ranged from $0.35 to $0.60 per share, and the amount was recorded as a debt discount and an increase in equity. | ||
Warrants of beneficial conversion feature | $ 253,000 | |||
Amortization of debt discount premium | $ 268,125 | $ 61,875 | ||
Purchase Agreements [Member] | ||||
Convertible Notes Payable (Textual) | ||||
Issued and sale of convertible promissory aggregate principal amount | $ 330,000 | |||
Warrants purchase to shares | 1,650,000 | |||
Net proceeds | $ 295,000 | |||
Net of origination issue discount | 30,000 | |||
Net of origination fees | $ 5,000 | |||
Common stock warrants exercise price | $ 0.20 |
Note Payable (Details)
Note Payable (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of interest expense [Abstract] | ||
Principal amount | $ 18,900 | |
Less: current portion | (14,654) | |
Note payable - long term portion | $ 4,246 |
Note Payable (Details 1)
Note Payable (Details 1) | Dec. 31, 2020USD ($) |
Schedule of minimum principal payments under note payable unrelated parties [Abstract] | |
Year ended December 31, 2021 | $ 14,654 |
Year ended December 31, 2022 | 4,246 |
Total principal payments | $ 18,900 |
Note Payable (Details Textual)
Note Payable (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 02, 2020 | Mar. 11, 2020 | Sep. 16, 2019 | |
Note Payable (Textual) | ||||||
Accrued interest | $ 80 | |||||
Interest expense, related party | 224 | $ 189 | ||||
Principal amount | 18,900 | |||||
Interest expense | 80 | 0 | ||||
Paycheck Protection Program [Member] | ||||||
Note Payable (Textual) | ||||||
Interest-bearing unsecured | 5.00% | |||||
Principal amount | $ 18,900 | |||||
Interest rate | 1.00% | |||||
Promissory Note Agreement [Member] | ||||||
Note Payable (Textual) | ||||||
Notes payable, related parties | 0 | |||||
Accrued interest | $ 126 | |||||
Promissory Note Agreement [Member] | Chief Executive Officer [Member] | ||||||
Note Payable (Textual) | ||||||
Notes payable, related parties | $ 20,000 | $ 15,000 | $ 25,000 | |||
Interest-bearing unsecured | 6.00% | 6.00% | 6.00% | |||
Interest expense, related party | 0 | 189 | ||||
Promissory Note Agreement One[Member] | Chief Executive Officer [Member] | ||||||
Note Payable (Textual) | ||||||
Interest expense, related party | 126 | 0 | ||||
Promissory Note Agreement Two [Member] | Chief Executive Officer [Member] | ||||||
Note Payable (Textual) | ||||||
Interest expense, related party | $ 99 | $ 0 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) (Details) - Options Held [Member] | 12 Months Ended | ||||
Dec. 31, 2020$ / shares | Dec. 31, 2020EUR (€)shares | Dec. 31, 2019$ / shares | Dec. 31, 2019EUR (€)shares | Dec. 31, 2020EUR (€)shares | |
Stockholders’ Equity (Deficit) (Details) - Schedule of stock options activities [Line Items] | |||||
Number of Options, balance beginning | shares | 300,000 | ||||
Weighted Average Exercise Price, balance beginning | $ / shares | $ 0.0001 | ||||
Number of Options, Granted | shares | 400,000 | ||||
Weighted Average Exercise Price, Granted | $ / shares | 0.0001 | ||||
Number of Options, Granted Forfeited | shares | (100,000) | ||||
Weighted Average Exercise Price, Granted Forfeited | $ / shares | (0.0001) | ||||
Number of Options, balance ending | shares | 300,000 | 300,000 | |||
Weighted Average Exercise Price, balance ending | $ / shares | 0.0001 | $ 0.0001 | |||
Weighted Average Remaining Contractual Term (Years), balance ending | 3 years 6 months | 4 years 6 months | |||
Aggregate Intrinsic Value, balance ending | € | € 127,290 | € 104,970 | |||
Number of Options, Exercisable | shares | 300,000 | ||||
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.0001 | ||||
Weighted Average Remaining Contractual Term (Years), Exercisable | 3 years 6 months | ||||
Aggregate Intrinsic Value, Exercisable | € | € 127,290 |
Stockholders_ Equity (Deficit_3
Stockholders’ Equity (Deficit) (Details 1) - Warrant [Member] | 12 Months Ended | ||
Dec. 31, 2020$ / sharesshares | Dec. 31, 2019EUR (€)$ / sharesshares | Dec. 31, 2020EUR (€)shares | |
Class of Warrant or Right [Line Items] | |||
Number of Options, balance beginning | shares | 2,225,000 | ||
Weighted Average Exercise Price, balance beginning | $ / shares | $ 0.20 | ||
Number of Options, Granted | shares | 2,225,000 | ||
Weighted Average Exercise Price, Granted | $ / shares | $ 0.20 | ||
Number of Options, Forfeited | shares | (2,225,000) | ||
Weighted Average Exercise Price, Forfeited | $ / shares | $ 0.20 | ||
Number of Options, balance ending | shares | 2,225,000 | ||
Weighted Average Exercise Price, balance ending | $ / shares | $ 0.20 | ||
Weighted Average Remaining Contractual Term (Years), balance ending | 4 years 292 days | ||
Aggregate Intrinsic Value, balance ending | € | $ 333,750 | ||
Number of Options, Exercisable | shares | |||
Weighted Average Exercise Price, Exercisable | $ / shares | |||
Aggregate Intrinsic Value, Exercisable | € |
Stockholders_ Equity (Deficit_4
Stockholders’ Equity (Deficit) (Details Textual) | Aug. 03, 2020EUR (€)shares | Apr. 18, 2020EUR (€) | Apr. 28, 2020EUR (€) | Apr. 17, 2020EUR (€) | Apr. 15, 2020$ / shares | Apr. 15, 2020EUR (€)shares | Nov. 30, 2019$ / shares | Nov. 30, 2019EUR (€) | Oct. 31, 2019$ / sharesshares | Jan. 22, 2019EUR (€) | Apr. 30, 2013$ / shares | Dec. 31, 2020EUR (€)shares | Dec. 31, 2019EUR (€) | Dec. 31, 2020$ / shares | Dec. 31, 2020EUR (€)shares | Nov. 30, 2020$ / shares | Jul. 06, 2020EUR (€) | Apr. 28, 2020$ / shares | Apr. 28, 2020EUR (€)shares | Apr. 18, 2020$ / shares | Apr. 18, 2020EUR (€)shares | Apr. 17, 2020$ / sharesshares | Dec. 31, 2019$ / shares | Dec. 31, 2019EUR (€)shares | Nov. 30, 2019EUR (€)shares | Nov. 29, 2019$ / sharesshares | Apr. 30, 2013EUR (€)shares |
Stockholders’ Equity (Deficit) (Textual) | |||||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | shares | 5,000,000 | 5,000,000 | |||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||
Preferred stock value | |||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ / shares | 0.30 | ||||||||||||||||||||||||||
Proceeds from issuance of series B preferred stock | € 110,000 | ||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | shares | 85,141,956 | 23,604,207 | |||||||||||||||||||||||||
Proceeds from issuance of common stock | 2,115,733 | ||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | 0.0001 | 0.0001 | |||||||||||||||||||||||||
Investor invested amount | € 100,000 | ||||||||||||||||||||||||||
Investor invested percentage | 50.00% | ||||||||||||||||||||||||||
Common stock issued for due diligence fee description | These shares were valued at $42,000 using the closing price of the Company’s common stock on the day prior to the closing which ranged from $0.35 to $0.60 per share, and the amount was recorded as a debt discount and an increase in equity. | ||||||||||||||||||||||||||
Amortization of prepaid stock-based expense | € 578,924 | ||||||||||||||||||||||||||
Prepaid expense | € 107,970 | ||||||||||||||||||||||||||
Convertible promissory notes, description | The Company entered into Exchange Agreements with the holders of the Notes. Pursuant to these Exchange Agreements, the holders agreed to exchange the Notes in the aggregate principal amount of $330,000 and 1,650,000 Warrants for an aggregate of 4,125,000 shares of the Company's common stock at a price of $0.08 per share. After the exchanges, there are no convertible notes outstanding. The Company issued 4,125,000 shares of common stock which was more than the shares that would have been issued at the original conversion price of $0.20 per share or 1,650,000 shares of common stock, an excess of 2,475,000 shares of common stock. The excess shares were valued at a price of $0.08 per share. Consequently, the Company recorded a loss on debt extinguishment of $198,000 during the year ended December 31, 2020. | The Company would issue to each investor at the closing, that number of shares of its common stock equal to 14% of the aggregate amount paid by the investor for the Notes purchased, priced at the closing price of the Company’s common stock on the day prior to the closing, as a due diligence fee. In connection with due diligence fee, during 2019, the Company issued 86,667 shares of its common stock to the investors. These shares were valued at $42,000 using the closing price of the Company’s common stock on the day prior to the closing which ranged from $0.35 to $0.60 per share, and the amount was recorded as a debt discount and an increase in equity. | |||||||||||||||||||||||||
Convertible long term notes payable | € 330,000 | ||||||||||||||||||||||||||
Warrants issued (in Shares) | shares | 1,650,000 | ||||||||||||||||||||||||||
Aggregate number of common stock (in Shares) | shares | 4,125,000 | ||||||||||||||||||||||||||
Preferred stock stated value (in Dollars per share) | $ / shares | $ 0.08 | ||||||||||||||||||||||||||
Loss on debt extinguishment | € 198,000 | ||||||||||||||||||||||||||
Issued five-year warrants to purchase (in Shares) | shares | 1,650,000 | ||||||||||||||||||||||||||
Issued five-year warrants to purchase price per share (in Dollars per share) | $ / shares | $ 0.20 | ||||||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Textual) | |||||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | shares | 2,000 | 2,000 | 2,000 | 115,000 | 2,000 | ||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | 0.0001 | 0.0001 | $ 1,000 | |||||||||||||||||||||||
Preferred stock, shares issued (in Shares) | shares | 115 | 115 | 115 | ||||||||||||||||||||||||
Preferred stock, redemption per share (in Dollars per share) | $ / shares | 1,000 | $ 1,000 | |||||||||||||||||||||||||
Preferred stock stated value (in Dollars per share) | $ / shares | 1,000 | ||||||||||||||||||||||||||
Description of preferred stock conversion | the Company entered into Exchange Agreements with the holders of its Series B Preferred Stock whereby the holders agreed to exchange their 115 shares of Series B Preferred Stock with a stated value of $115,000 and 575,000 warrants issued in connection with the Series B Preferred Stock for an aggregate of 1,437,500 shares of the Company’s common stock at a price of $0.08 per share. In connection with this share exchange, the Company recorded a deemed dividend on this extinguishment of $69,000 during the year ended December 31, 2020. | ||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ / shares | $ 0.20 | $ 0.20 | |||||||||||||||||||||||||
Proceeds from issuance of series B preferred stock | € 110,000 | ||||||||||||||||||||||||||
Net of conversion fees | € 5,000 | ||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | shares | 575,000 | 575,000 | |||||||||||||||||||||||||
Convertible promissory notes, description | After such conversion, the Company reclassed the $400,000 redemption value of the Series A Preferred Stock to additional paid in capital. | ||||||||||||||||||||||||||
Aggregate number of common stock (in Shares) | shares | |||||||||||||||||||||||||||
Issued five-year warrants to purchase (in Shares) | shares | 575,000 | ||||||||||||||||||||||||||
Issued five-year warrants to purchase price per share (in Dollars per share) | $ / shares | $ 0.20 | ||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Textual) | |||||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | shares | 1,000,000 | ||||||||||||||||||||||||||
Preferred stock, shares issued (in Shares) | shares | 4,000 | 4,000 | |||||||||||||||||||||||||
Preferred stock value | € 400,000 | € 400,000 | € 400,000 | ||||||||||||||||||||||||
Convertible into shares of common stock (in Shares) | shares | 2,000,000 | 500 | |||||||||||||||||||||||||
Percentage of beneficial ownership limitation | 9.99% | ||||||||||||||||||||||||||
Preferred stock liquidation value | € 100 | ||||||||||||||||||||||||||
Preferred stock, redemption per share (in Dollars per share) | $ / shares | $ 0.20 | ||||||||||||||||||||||||||
Preferred stock stated value (in Dollars per share) | $ / shares | $ 100 | ||||||||||||||||||||||||||
Description of preferred stock conversion | Series A Convertible Preferred Stock was redeemable at the option of the holder upon the occurrence of certain “triggering events.” In case of a triggering event, the holder had the right to redeem each share held for cash (currently $100/share) or impose a dividend rate on all of the outstanding preferred stock at 6% per annum thereafter. A triggering event occurs if the Company fails to deliver certificates representing conversion shares, fails to pay the amount due pursuant to a buy-in, fails to have available a sufficient number of authorized shares, fails to observe any covenant in the Certificate of Designation unless cured within 30 calendar days, shall be party to a Change in Control Transaction (as defined in the Certificate of Designation of the Series A Convertible Preferred Stock), sustains a bankruptcy event, fails to list or quote its common stock for more than 20 trading days in a twelve-month period, sustains any monetary judgment, writ or similar final process filed against the Company for more than $100,000 and such judgment writ or similar final process shall remain unvacated, unbonded or unstayed for a period of 45 calendar days, or fails to comply with the Asset Coverage (as defined in the Certificate of Designation of the Series A Convertible Preferred Stock requirement. | ||||||||||||||||||||||||||
Description of preferred stock outstanding | The Series A Preferred Stock has forced conversion rights where the Company may force the conversion of the Series A Preferred Stock if certain conditions are met. Additionally, the Company may elect to redeem some or all of the outstanding Series A Preferred Stock for the stated value (currently $100/share) provided that proper notice is provided to the holders and that a number of conditions have been met. | ||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Textual) | |||||||||||||||||||||||||||
Aggregate number of common stock (in Shares) | shares | 7,630,949 | ||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Textual) | |||||||||||||||||||||||||||
Preferred stock, shares issued (in Shares) | shares | 575,000 | ||||||||||||||||||||||||||
Subscription Agreements [Member] | |||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Textual) | |||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ / shares | $ 0.01 | ||||||||||||||||||||||||||
Shares of its common stock (in Shares) | shares | 7,764,366 | ||||||||||||||||||||||||||
Proceeds from issuance of common stock | € 75,644 | ||||||||||||||||||||||||||
Subscription receivable | € 2,000 | € 2,000 | |||||||||||||||||||||||||
Total subscription receivable value | € 77,644 | ||||||||||||||||||||||||||
Employment Agreement [Member] | |||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Textual) | |||||||||||||||||||||||||||
Shares of its common stock (in Shares) | shares | 7,630,949 | ||||||||||||||||||||||||||
Proceeds from issuance of common stock | € 610,476 | € 610,476 | |||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.08 | ||||||||||||||||||||||||||
Advisory Agreements [Member] | |||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Textual) | |||||||||||||||||||||||||||
Shares of its common stock (in Shares) | shares | 5,117,343 | ||||||||||||||||||||||||||
Proceeds from issuance of common stock | 409,387 | ||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.08 | ||||||||||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Textual) | |||||||||||||||||||||||||||
Shares of its common stock (in Shares) | shares | 3,468,841 | ||||||||||||||||||||||||||
Proceeds from issuance of common stock | € 277,508 | ||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.08 | ||||||||||||||||||||||||||
Initial payment | € 25,000 | ||||||||||||||||||||||||||
Common stock service, description | Additionally, the Company issued 100,000 shares of common stock of the Company to the consultant on a quarterly basis in tranches of 25,000 shares per quarter, commencing on March 31, 2019, and continuing on to the last day of each subsequent quarter in the year 2019. These shares were valued on the January 22, 2019 grant date at $35,000, or $0.35 per common share, based on recent common share sales which shall be amortized over the vesting period. For the year ended December 31, 2019, the Company recorded stock-based professional fees of $35,000. Through December 31, 2019, the Company issued 100,000 shares of its common stock to the consultant. | ||||||||||||||||||||||||||
Securities Purchase Agreements [Member] | |||||||||||||||||||||||||||
Stockholders’ Equity (Deficit) (Textual) | |||||||||||||||||||||||||||
Shares of its common stock (in Shares) | shares | 29,993,750 | ||||||||||||||||||||||||||
Proceeds from issuance of common stock | € 2,399,500 | ||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.08 | ||||||||||||||||||||||||||
Placement agent fees | € 242,950 | ||||||||||||||||||||||||||
Other offering expenses | € 118,460 | ||||||||||||||||||||||||||
Total net proceeds | € 2,038,090 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of effective statutory rate and provision for income taxes [Abstract] | ||
Income tax benefit at U.S. statutory rate | $ (637,879) | $ (212,792) |
Income tax benefit – state | (197,439) | (65,864) |
Permanent differences | 457,798 | 103,132 |
True up | 59,266 | |
Change in valuation allowance | 377,520 | 116,258 |
Total provision for income tax |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of net deferred tax asset [Abstract] | ||
Net operating loss carryforward | $ 868,338 | $ 490,819 |
Net capital loss carryforward | 123,932 | 123,932 |
Total deferred tax asset before valuation allowance | 992,271 | 614,751 |
Valuation allowance | (992,271) | (614,751) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - EUR (€) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2017 | |
Income Taxes (Textual) | |||
Total assets, percentage | 25.00% | ||
Net capital loss carryforward | € 450,663 | ||
Future capital gains period | 4 years | ||
Aggregate estimated net operating loss | € 3,157,594 | ||
Description of Income Tax Description | The 2017 carryforward will expire, if not utilized, through 2037. The 2020, 2019, and 2018 carryforwards shall be carried over indefinitely, subject to annual usage limits | ||
Valuation allowance on deferred tax asset benefit, description | Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset benefit related to the U.S. net operating loss and capital loss carry forwards to reduce the asset to zero. |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Concentrations (Textual) | ||
Percentage of total sales | 10.00% | 98.60% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($) | Dec. 31, 2020EUR (€) | |
Payment Two [Member] | ||
Registration Payment Arrangement [Line Items] | ||
Payment | $ | $ 101,520 | |
Payment description | Obtained approval from ethical committee | Obtained approval from ethical committee |
Payment Two [Member] | Europe [Member] | ||
Registration Payment Arrangement [Line Items] | ||
Payment | € | € 86,777 | |
Payment Three [Member] | ||
Registration Payment Arrangement [Line Items] | ||
Payment | $ | $ 101,520 | |
Payment description | Data collection has commenced | Data collection has commenced |
Payment Three [Member] | Europe [Member] | ||
Registration Payment Arrangement [Line Items] | ||
Payment | € | € 86,777 | |
Payment Four [Member] | ||
Registration Payment Arrangement [Line Items] | ||
Payment | $ | $ 152,281 | |
Payment description | First half of the participants are tested | First half of the participants are tested |
Payment Four [Member] | Europe [Member] | ||
Registration Payment Arrangement [Line Items] | ||
Payment | € | € 130,166 | |
Payment Five [Member] | ||
Registration Payment Arrangement [Line Items] | ||
Payment | $ | $ 50,760 | |
Payment description | Completion of data collection and delivery of final report | Completion of data collection and delivery of final report |
Payment Five [Member] | Europe [Member] | ||
Registration Payment Arrangement [Line Items] | ||
Payment | € | € 43,885 | |
Payment One [Member] | ||
Registration Payment Arrangement [Line Items] | ||
Payment | $ | $ 101,520 | |
Payment description | Upon signing the Study Agreement and was paid in December 2020 | Upon signing the Study Agreement and was paid in December 2020 |
Payment One [Member] | Europe [Member] | ||
Registration Payment Arrangement [Line Items] | ||
Payment | € | € 86,777 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) - USD ($) | Nov. 01, 2020 | Jul. 31, 2020 | Apr. 17, 2020 | Dec. 31, 2020 | Jan. 18, 2021 | Apr. 30, 2020 |
Commitments and Contingencies (Textual) | ||||||
Agreement term | 1 year | |||||
Salary was increased | $ 120,000 | |||||
Common stock shares | 7,630,949 | |||||
License fee | $ 10,000 | |||||
Amortized over period, description | In December 2020, the Company paid the first payment which was recorded to prepaid expense and other current assets to be amortized over the four-year term. | |||||
Amortization expense | $ 26,250 | |||||
Europe [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Total fee | $ 433,885 | |||||
Minimum [Member] | Subsequent Event [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Salary was increased | $ 120,000 | |||||
Maximum [Member] | Subsequent Event [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Salary was increased | $ 180,000 |
Subsequent Events (Details)
Subsequent Events (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Payment Two [Member] | |
Subsequent Events (Details) - Schedule of agrees to pay UMB minimum royalty payments [Line Items] | |
Payment | |
Year | Year of First Commercial Sale |
Payment Three [Member] | |
Subsequent Events (Details) - Schedule of agrees to pay UMB minimum royalty payments [Line Items] | |
Payment | $ 25,000 |
Year | First calendar year following the First Commercial Sale |
Payment Four [Member] | |
Subsequent Events (Details) - Schedule of agrees to pay UMB minimum royalty payments [Line Items] | |
Payment | $ 25,000 |
Year | Second calendar year following the First Commercial Sale |
Payment Five [Member] | |
Subsequent Events (Details) - Schedule of agrees to pay UMB minimum royalty payments [Line Items] | |
Payment | $ 100,000 |
Year | Third calendar year following the First Commercial Sale |
Payment One [Member] | |
Subsequent Events (Details) - Schedule of agrees to pay UMB minimum royalty payments [Line Items] | |
Payment | |
Year | Prior to First Commercial Sale |
Subsequent Events (Details 1)
Subsequent Events (Details 1) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Payment Two [Member] | |
Subsequent Events (Details) - Schedule of agrees to pay milestone payments [Line Items] | |
Payment | $ 100,000 |
Milestone | Dosing of first patient in a Phase 1 Clinical Trial of a Licensed Product |
Payment Three [Member] | |
Subsequent Events (Details) - Schedule of agrees to pay milestone payments [Line Items] | |
Payment | $ 250,000 |
Milestone | Dosing of first patient in a Phase 2 Clinical Trial of a Licensed Product |
Payment Four [Member] | |
Subsequent Events (Details) - Schedule of agrees to pay milestone payments [Line Items] | |
Payment | $ 500,000 |
Milestone | Receipt of New Drug Application ("NDA") (or foreign equivalent) approval for a Licensed Product |
Payment Five [Member] | |
Subsequent Events (Details) - Schedule of agrees to pay milestone payments [Line Items] | |
Payment | $ 1,000,000 |
Milestone | Achievement of First Commercial Sale of Licensed Product |
Payment One [Member] | |
Subsequent Events (Details) - Schedule of agrees to pay milestone payments [Line Items] | |
Payment | $ 50,000 |
Milestone | Filing of an Investigational New Drug (or any foreign equivalent) for a Licensed Product |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Mar. 10, 2021 | Feb. 12, 2021 | Feb. 09, 2021 | Jan. 13, 2021 | Jan. 09, 2021 | Jan. 05, 2021 | Jul. 15, 2020 | Feb. 17, 2021 | Jan. 18, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Apr. 17, 2020 | Dec. 31, 2019 | Nov. 30, 2019 |
Subsequent Events (Textual) | ||||||||||||||
Salary was increased | $ 120,000 | |||||||||||||
Non refundable cash payment | $ 500,000 | |||||||||||||
Royalty payments percentage | 2.00% | |||||||||||||
Non-refundable cash payment | $ 500,000 | |||||||||||||
Number of votes | With respect to a vote of AIkido's stockholders to approve a reverse split of its common stock no later than December 31, 2021 only ("Reverse Stock Split Vote"), each share of the Series M Convertible Preferred Stock shall be entitled to such number of votes equal to 20,000 shares of AIkido's common stock. In addition, each share of the Series M Convertible Preferred Stock shall be convertible, at any time after the earlier of (i) the date that the Reverse Stock Split Vote is approved by AIkido's stockholders and (ii) December 31, 2021, at the option of the holder, into such number of shares of AIkido's common stock determined by dividing the Stated Value by the Conversion Price. "Stated Value" means $1,000. "Conversion Price" means $0.80, subject to adjustment. The Company valued the 500 Series M Convertible Preferred stock which is equivalent into AIkido's 625,000 shares of common stock at a fair value of $0.85 per common share or $531,250 based quoted trading price of AIkido's common stock on the date of grant. The Company shall record equity investment of $531,250 and deferred revenue of $531,250 to be recognized as revenues over the term of the license. | |||||||||||||
Exceed percentage | 110.00% | |||||||||||||
License term | 10 years | |||||||||||||
Agreement expire, term | 15 years | |||||||||||||
Conversion price | $ 0.30 | |||||||||||||
Exercisability description | A holder of Series C Convertible Preferred Stock may not convert any portion of the Series C Convertible Preferred Stock to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would own more than 4.99% (or, upon election by a holder prior to issuance, 9.99%) of the outstanding shares of common stock after conversion, which beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%. | |||||||||||||
Exercise price | $ 0.30 | |||||||||||||
Financing amount, percentage | 50.00% | |||||||||||||
Subscription amount, percentage | 1.00% | |||||||||||||
Aggregate of shares | 2,850,664 | |||||||||||||
Common stock percentage | 10.00% | |||||||||||||
Exercise price increasing | $ 0.35 | |||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||||||||||
Forecast [Member] | ||||||||||||||
Subsequent Events (Textual) | ||||||||||||||
Collected amount | $ 23,500 | |||||||||||||
Minimum [Member] | ||||||||||||||
Subsequent Events (Textual) | ||||||||||||||
Sales of licensed product, percentage | 3.00% | |||||||||||||
sales | $ 50,000,000 | |||||||||||||
Sublicense income percentage | 25.00% | |||||||||||||
Conversion percentage | 4.99% | |||||||||||||
Maximum [Member] | ||||||||||||||
Subsequent Events (Textual) | ||||||||||||||
Sales of licensed product, percentage | 5.00% | |||||||||||||
sales | $ 50,000,000 | |||||||||||||
Sublicense income percentage | 15.00% | |||||||||||||
Conversion percentage | 9.99% | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Subsequent Events (Textual) | ||||||||||||||
Common stock available for issuance shares | 85 | |||||||||||||
Shares issued | 4,276 | |||||||||||||
Sponsored study agreement | $ 81,474 | |||||||||||||
Company paid | $ 40,737 | $ 25,000 | ||||||||||||
License fee | $ 75,000 | |||||||||||||
License fee due | 25,000 | |||||||||||||
Due amount | 50,000 | |||||||||||||
One-time license fee | $ 50,000 | |||||||||||||
Designating shares | 4,280 | |||||||||||||
Convertible preferred stock financing description | The Company entered into securities purchase agreements (collectively, the "Series C Purchase Agreements") with certain institutional and accredited investors for the sale of an aggregate of 4,276 shares of the Company's Series C Convertible Preferred Stock and warrants (the "February Warrants") to purchase up to 14,253,323 shares (the "February Warrant Shares") of the Company's common stock for gross proceeds of approximately $4,276,000, before deducting total placement agent and other offering expenses of $456,130 which are offset against the proceeds in additional paid in capital. The offering closed on February 12, 2021. Accordingly, the Company shall recognize total deemed dividend of $1,403,997 for the beneficial conversion feature in connection with the issuance of these Series C Convertible Preferred Stock. | |||||||||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||||||||
Subsequent Events (Textual) | ||||||||||||||
Salary was increased | $ 120,000 | |||||||||||||
Common stock, shares authorized | 100,000,000 | |||||||||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||||||||
Subsequent Events (Textual) | ||||||||||||||
Salary was increased | $ 180,000 | |||||||||||||
Common stock, shares authorized | 500,000,000 | |||||||||||||
Series C Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||
Subsequent Events (Textual) | ||||||||||||||
Designating shares | 4,280 | |||||||||||||
Preferred stock par value | $ 0.0001 | |||||||||||||
Preferred stock shares stated value | $ 1,000 | |||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Subsequent Events (Textual) | ||||||||||||||
Conversion price | $ 0.20 | $ 0.20 | ||||||||||||
Licensor [Member] | ||||||||||||||
Subsequent Events (Textual) | ||||||||||||||
Shares issued | 500 | |||||||||||||
Installments Two [Member] | Subsequent Event [Member] | ||||||||||||||
Subsequent Events (Textual) | ||||||||||||||
Installments | 40,737 | |||||||||||||
Installments one [Member] | Subsequent Event [Member] | ||||||||||||||
Subsequent Events (Textual) | ||||||||||||||
Installments | $ 40,737 |