Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 10, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | SILO PHARMA, INC | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 98,671,970 | ||
Entity Public Float | $ 24,839,624 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001514183 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-54872 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-3046338 | ||
Entity Address, Address Line One | 560 Sylvan Avenue | ||
Entity Address, Address Line Two | Suite 3160 | ||
Entity Address, City or Town | Englewood Cliffs | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07632 | ||
City Area Code | (718) | ||
Local Phone Number | 400-9031 | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 106 | ||
Auditor Name | Salberg & Company, P.A. | ||
Auditor Location | Boca Raton, Florida |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 9,837,001 | $ 1,128,389 |
Equity investments | 419,995 | 200 |
Notes receivable, net | 23,500 | |
Prepaid expenses and other current assets - current | 145,324 | 241,091 |
Assets of discontinued operations | 33,484 | |
Total Current Assets | 10,402,320 | 1,426,664 |
Note receivable - non-current, including interest receivable of $1,210 | 61,210 | |
Prepaid expenses - non-current | 26,659 | |
Total Assets | 10,490,189 | 1,426,664 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 417,937 | 127,069 |
Note payable - current portion | 14,654 | |
Deferred revenue - current portion | 72,102 | |
Total Current Liabilities | 490,039 | 141,723 |
LONG TERM LIABILITIES: | ||
Deferred revenue - long-term portion | 937,884 | |
Note payable - long-term portion | 4,246 | |
Total Long Term Liabilities | 937,884 | 4,246 |
Total Liabilities | 1,427,923 | 145,969 |
Commitment and Contingencies (see Note 10) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, value | ||
Common stock, $0.0001 par value, 500,000,000 shares authorized; 98,636,970 and 85,141,956 shares issued and outstanding at December 31, 2021 and 2020, respectively | 9,864 | 8,514 |
Additional paid-in capital | 12,314,979 | 7,034,502 |
Accumulated deficit | (3,262,577) | (5,762,321) |
Total Stockholders’ Equity | 9,062,266 | 1,280,695 |
Total Liabilities and Stockholders’ Equity | 10,490,189 | 1,426,664 |
Series B Convertible Preferred Stock | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, value | ||
Total Stockholders’ Equity | ||
Series C Convertible Preferred Stock | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, value | ||
Total Stockholders’ Equity |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Interest receivable (in Dollars) | $ 1,210 | |
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 | 98,636,970 | 85,141,956 |
Common stock, shares outstanding | 98,636,970 | 85,141,956 |
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 | ||
Preferred stock, shares outstanding | ||
Preferred stock redemption price per share (in Dollars per share) | $ 1,000 | $ 1,000 |
Series C Convertible Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 4,280 | 4,280 |
Preferred stock, shares issued | 227 | |
Preferred stock, shares outstanding | 227 | |
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, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
LICENSE FEE REVENUES: | $ 71,264 | |
COST OF REVENUES | 5,004 | |
GROSS PROFIT | 66,260 | |
OPERATING EXPENSES: | ||
Compensation expense | 395,123 | 755,993 |
Professional fees | 1,598,367 | 1,173,717 |
Research and development | 693,910 | 26,250 |
Insurance expense | 108,750 | 30,191 |
Bad debt (recovery) expense, net | (148,500) | 165,376 |
Selling, general and administrative expenses | 162,953 | 50,192 |
Total operating expenses | 2,810,603 | 2,201,719 |
OPERATING LOSS FROM CONTINUING OPERATIONS | (2,744,343) | (2,201,719) |
OTHER INCOME (EXPENSE): | ||
Interest income | 1,210 | 11,543 |
Other income | 3,000 | |
Gain on forgiveness of PPP note payable | 19,082 | |
Interest expense | (3,036) | (269,043) |
Interest expense - related party | (224) | |
Foreign exchange loss | (2,950) | |
Loss on debt extinguishment | (197,682) | |
Net realized gain on equity investments | 6,660,483 | |
Net unrealized gain (loss) on equity investments | 248,588 | (9,194) |
Total other income (expense) | 6,926,327 | (464,550) |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | 4,181,984 | (2,666,269) |
Provision for income taxes | (24,876) | |
INCOME (LOSS) FROM CONTINUING OPERATIONS | 4,157,108 | (2,666,269) |
DISCONTINUED OPERATIONS: | ||
Gain from sale of assets of discontinued operations, net of tax | 1,553 | |
Loss from discontinued operations, net of tax | (254,920) | (371,248) |
LOSS FROM DISCONTINUED OPERATIONS | (253,367) | (371,248) |
NET INCOME (LOSS) | 3,903,741 | (3,037,517) |
Deemed dividend | (1,403,997) | (69,000) |
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS | $ 2,499,744 | $ (3,106,517) |
NET INCOME (LOSS) PER COMMON SHARE: | ||
Continuing operations - basic (in Dollars per share) | $ 0.04 | $ (0.05) |
Continuing operations - diluted (in Dollars per share) | 0.04 | (0.05) |
Discontinued operations - basic and diluted (in Dollars per share) | $ 0 | $ (0.01) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic (in Shares) | 94,865,761 | 65,954,691 |
Diluted (in Shares) | 95,922,218 | 65,954,691 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity - USD ($) | Series B Preferred Stock | Series C Preferred Stock | Common Stock | Additional Paid In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 2,361 | $ 2,630,551 | $ (2,655,804) | $ (22,892) | ||
Balance (in Shares) at Dec. 31, 2019 | 115 | 23,604,207 | ||||
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) | (115) | 1,437,500 | ||||
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 income (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 | |||||
Series C preferred stock issued for cash, net of offering cost | 3,794,102 | 3,794,102 | ||||
Series C preferred stock issued for cash, net of offering cost (in Shares) | 4,276 | |||||
Deemed dividend upon issuance of preferred stock | 1,403,997 | (1,403,997) | ||||
Common stock warrants granted for services | 83,728 | 83,728 | ||||
Issuance of common stock for conversion of preferred stock | $ 1,350 | (1,350) | ||||
Issuance of common stock for conversion of preferred stock (in Shares) | (4,049) | 13,495,014 | ||||
Net income (loss) | 3,903,741 | 3,903,741 | ||||
Balance at Dec. 31, 2021 | $ 9,864 | $ 12,314,979 | $ (3,262,577) | $ 9,062,266 | ||
Balance (in Shares) at Dec. 31, 2021 | 227 | 98,636,970 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 3,903,741 | $ (3,037,517) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Bad debt (recovery) expense | (148,500) | 165,376 |
Stock-based compensation | 83,728 | 610,476 |
Amortization of debt discount to interest expense | 268,125 | |
Amortization of prepaid stock-based expense | 107,970 | 578,924 |
Inventory write-down | 137,947 | |
Net realized gain on equity investments | (6,660,483) | |
Net unrealized (gain) loss on equity investments | (248,588) | 9,194 |
Gain on forgiveness of PPP note payable and accrued interest | (19,082) | |
Gain from disposal of assets from discontinued operations | (1,553) | |
Loss from debt extinguishment | 197,682 | |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (38,862) | (144,663) |
Assets of discontinued operations | (24,963) | (15,065) |
Interest receivable | (1,210) | |
Accounts payable and accrued expenses | 291,050 | 72,525 |
Deferred revenue | 478,736 | |
NET CASH USED IN OPERATING ACTIVITIES | (2,278,016) | (1,156,996) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net proceeds from sale of equity investments | 7,020,526 | |
Collection on note receivable written off prior to 2019 | 7,500 | |
Collection on note receivable | 164,500 | 39,000 |
NET CASH PROVIDED BY INVESTING ACTIVITIES | 7,192,526 | 39,000 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from note payable - related party | 35,000 | |
Proceeds from note payable | 18,900 | |
Repayment of note payable - related party | (35,000) | |
Net proceeds from sale of common stock | 2,115,733 | |
Net proceeds from sale of preferred stock | 3,794,102 | |
Advance from a related party | 2,366 | |
Repayment of advance from a related party | (2,366) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 3,794,102 | 2,134,633 |
NET INCREASE IN CASH: | 8,708,612 | 1,016,637 |
CASH AND CASH EQUIVALENTS - beginning of year | 1,128,389 | 111,752 |
CASH AND CASH EQUIVALENTS - end of year | 9,837,001 | 1,128,389 |
Supplemental Disclosure of Cash Flow Information: | ||
Interest paid | ||
Taxes paid | ||
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 Exchange of Notes | 528,000 | |
Common stock issued for conversion of Redeemable Series A Preferred Stock | 400,000 | |
Increase in equity investments recorded as deferred revenue pursuant to a patent license agreement | 531,250 | |
Note receivable issued in connection with asset purchase agreement | $ 60,000 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Business [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 under the name Gold Swap, Inc. On January 24, 2013, the Company changed its state of incorporation from New York to Delaware. The Company is a developmental stage biopharmaceutical company focused on merging traditional therapeutics with psychedelic research. The Company seeks 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. The Company is focused on merging traditional therapeutics with psychedelic research for people suffering from indications such as depression, post-traumatic stress disorder (“PTSD”), Alzheimer’s, Parkinson’s, and other rare neurological disorders. The Company’s mission is to identify assets to license and fund the research which the Company’s believes will be transformative to the well-being of patients and the health care industry. The Company was engaged in the development of a streetwear apparel brand, NFID (see below). 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 RIC in accordance with the guidance under Accounting Standards Codification (“ASC”) Topic 946 “Financial Services – Investment Companies”. On September 29, 2018, the Company filed Form N-54C, Notification of Withdrawal of Election to be Subject to Section 55 through 65 of the 1940 Act, as the Company changed the nature of its business so as to cease to be a business development company (see Note 2 – Basis of Presentation On May 21, 2019, the Company filed an amendment to its Certificate of Incorporation with the State of Delaware to change its name from Point Capital, Inc. to Uppercut Brands, Inc. thereafter, on September 24, 2020, the Company filed an amendment to its Certificate of Incorporation with the State of Delaware to change its name from Uppercut Brands, Inc. 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 On September 30, 2021, the Company entered into and closed on an Asset Purchase Agreement (“Asset Purchase Agreement) with NFID, LLC, a Florida limited liability company (“Buyer”), whereby the Buyer purchased from the Company certain assets, properties, and rights in connection with the Company’s NFID trademark name, logos, domain, and apparel clothing and accessories for a purchase price of $60,000 in the form of a promissory note amounting to $60,000. The promissory note bears 8% interest per annum and matures on October 1, 2023. Accordingly, the results of operations of this component, for all periods presented, are separately reported as “discontinued operations” on the accompanying consolidated statements of operations (see Note 4). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), the instructions to Form 10-K, and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for financial information. The Company’s consolidated financial statements include financial statements for Silo Pharma, Inc and its inactive wholly-owned subsidiary with the same name as the parent entity, Silo Pharma, Inc, as of December 31, 2021 and during the years ended December 31, 2021 and 2020. All intercompany transactions and balances have been eliminated. In accordance with, ASC 205-20 “Discontinued Operations” establishes that the disposal or abandonment of a component of an entity or a group of components of an entity should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. As a result, the NFID, LLC component’s results of operations have been classified as discontinued operations on a retrospective basis for all periods presented. Accordingly, the results of operations of this component, for all periods, are separately reported as “discontinued operations” on the consolidated statements of operations. Liquidity As reflected in the accompanying consolidated financial statements, the Company generated a net income of $3,903,741 and used cash in operations of $2,278,016, for the year ended December 31, 2021. Additionally, the Company has an accumulated deficit of $3,262,577 at December 31, 2021. During the year ended December 31, 2021, the Company has received gross proceeds of $7,020,526 from the sale of equity investments. As of December 31, 2021, the Company had working capital of $9,912,281. These events served to mitigate the conditions that historically raised substantial doubt about the Company’s ability to continue as a going concern. The Company believes the proceeds received during the year ended December 31, 2021 will provide sufficient cash flows to meet its obligations for a minimum of twelve months from the date of this filing. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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 events. Accordingly, the actual results could differ significantly from estimates. Significant estimates during the years ended December 31, 2021 and 2020 include the collectability of notes receivable, the valuation of equity investments, estimates for obsolete and slow-moving inventory, estimates of the deemed dividend, valuation allowances for deferred tax assets, the fair value of warrants issued with debt and for services, 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 and by the Securities Investor Protection Corporation (“SIPC”) 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, 2021 and 2020, the Company had cash in excess of FDIC and SIPC limits of approximately $9,100,000 and $880,000, respectively. 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 and Other Current Assets Prepaid expenses and other current assets - current of $145,324 and $241,091 at December 31, 2021 and 2020, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses and other current assets – non-current of $26,659 and $0 at December 31, 2021 and 2020, respectively, consist primarily of costs paid for license fees and future services which will occur after a year. Prepaid expenses may include prepayments in cash and equity instruments for consulting, business advisory, legal services, license fees, research and development fees, and insurance which are being amortized over the terms of their respective agreements. 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 carrying value and the net proceeds received from such disposition. Realized gains and losses on investment transactions are determined by specific identification. Net unrealized appreciation or depreciation is computed as the difference between the fair value of the investment and the cost basis of such investment. Net unrealized gains or losses for equity investments are recognized in operations as the difference between the carrying value at the beginning of the period and the fair value at the end of the period. Equity Investments, at Cost Equity investments, at cost are 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. Revenue Recognition The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company records interest and dividend income on an accrual basis to the extent that the Company expects to collect such amounts. For the license and royalty income, revenue is recognized when the Company satisfies the performance obligation based on the related license agreement. Payments received from the licensee that are related to future periods are recorded as deferred revenue to be recognized as revenues over the term of the related license agreement (see Note 10). Product sales were recognized when the NFID products were shipped to the customer and title was transferred and were recorded net of any discounts or allowances which are separately reported as “discontinued operations” on the consolidated statements of operations. Cost of Revenues The primary components of cost of revenues on license fees included the cost of the license fees. Payments made to the licensor that are related to future periods are recorded as prepaid expense to be amortized over the term of the related license agreement (see Note 10). The primary components of cost of revenues on NFID apparel include the cost of the product, production costs, warehouse storage costs and shipping fees which are separately reported as “discontinued operations” on the consolidated statements of operations. Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation – Stock Compensation”, which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures as they occur as permitted under Accounting Standards Update (“ASU”) 2016-09 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 Financial Accounting Standards Board (“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, 2021 and 2020 that would require either recognition or disclosure in the accompanying consolidated financial statements. The Company recognized income tax expense of $24,876 and $0 for the years ended December 31, 2021 and 2020 (see Note 8). Research and Development In accordance with ASC 730-10, “Research and Development-Overall,” research and development costs are expensed when incurred. During the years ended December 31, 2021 and 2020, research and development costs were $693,910 and $26,250, respectively. Net Income (Loss) per Common Share Basic net income (loss) per share is computed by dividing net income (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 include 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 income or (loss). The following are the potentially dilutive shares for the years ended December 31, 2021 and 2020: December 31, December 31, Series C convertible preferred stock 756,667 — Stock options 300,000 300,000 Warrants 17,353,987 — 18,410,654 300,000 The following table presents a reconciliation of basic and diluted net loss per share: For the Years Ended 2021 2020 Income (loss) per common share — basic: Income (loss) from continuing operations $ 4,157,108 $ (2,666,269 ) Loss from discontinued operations (253,367 ) (371,248 ) Net income (loss) $ 3,903,741 $ (3,037,517 ) Weighted average common shares outstanding — basic 94,865,761 65,954,691 Net income (loss) per common share – basic: From continuing operations $ 0.04 $ (0.05 ) From discontinued operations $ (0.00 ) $ (0.01 ) Income (loss) per common share — diluted: Income (loss) from continuing operations $ 4,157,108 $ (2,666,269 ) Add: interest expense, net (3,036 ) — Numerator for loss from continuing operations per common share — diluted 4,154,072 (2,666,269 ) Numerator for loss from discontinuing operations per common share — diluted (253,367 ) (371,248 ) Net loss per common share – diluted $ 3,900,705 $ (3,037,517 ) Weighted average common shares outstanding — basic 94,865,761 65,954,691 Effect of dilutive securities: Options 299,790 — Preferred shares 756,667 — Weighted average common shares outstanding – diluted 95,922,218 65,954,691 Net loss per common share – diluted: From continuing operations $ 0.04 $ (0.05 ) From discontinued operations $ (0.00 ) $ (0.01 ) Leases The Company accounts for its leases using the method prescribed by ASC 842 – Lease Accounting Operating lease ROU assets represents the right to use the leased asset for the lease term. Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06— Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and edging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) Debt with Conversion and Other Options 1. Add a disclosure objective 2. Add information about events or conditions that occur during the reporting period that cause conversion contingencies to be met or conversion terms to be significantly changed 3. Add information on which party controls the conversion rights 4. Align disclosure requirements for contingently convertible instruments with disclosure requirements for other convertible instruments 5. Require that existing fair value disclosures in Topic 825, Financial Instruments, be provided at the individual convertible instrument level rather than in the aggregate. Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, amendments in ASU 2020-06 added disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital. The amendments in ASU 2020-06 are effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of its annual fiscal year and are allowed to adopt the guidance through either a modified retrospective method of transition or a fully retrospective method of transition. In applying the modified retrospective method, entities should apply the guidance to transactions outstanding as of the beginning of the fiscal year in which the amendments are adopted. Transactions that were settled (or expired) during prior reporting periods are unaffected. The cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. If an entity elects the fully retrospective method of transition, the cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings in the first comparative period presented. The Company is evaluating the impact of the revised guidance and believes that it will not have a significant impact on its consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the impact of the revised guidance and believes that it will not have a significant impact on its consolidated financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company’s consolidated financial statements. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | NOTE 3 – FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS FASB ASC 820 - Fair Value Measurements and Disclosures, 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. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on December 31, 2021. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). 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, 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. Equity Investments at Fair Value The Company accounted for certain equity investments at fair value using level 1, level 2 and level 3 valuations. Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2021 and 2020: At December 31, 2021 At December 31, 2020 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Equity investments consisting of common stock, at fair value $ 419,995 $ — $ — $ — — $ — The following table summarizes activity in the Company’s equity investments, at fair value for the periods presented: December 31, December 31, Balance, beginning of the year $ — $ — Additions 531,250 — Sales (359,843 ) — Unrealized gain 248,588 — Balance, end of the year $ 419,995 $ — At December 31, 2021, equity investments, at fair value consisted of common equity securities of two entities, Home Bistro, Inc and Aikido Pharma, Inc. (see Note 10). Equity investments are carried at fair value with unrealized gains or losses which is recorded as net unrealized gain (loss) on equity investments in the accompanying consolidated statement of operations. Realized gains and losses are determined on a specific identification basis which is recorded as net realized gain (loss) on equity investments in the accompanying consolidated statement of operations. The Company reviews equity investments, at fair value for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. For the year ended December 31, 2021, we recorded a net realized gain on equity investments of $6,660,483 primarily attributed to a gain from the sale of the Company’s equity investment in DatChat, Inc. of $6,657,120 and Aikido Pharma, Inc. of $3,363. DatChat, Inc. was a cost basis investment carried at $200 at December 31, 2020 (see below). The Company paid a commission on the sale of DatChat, Inc. totaling $578,880 which was netted with the proceeds. ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding equity instruments. Equity Investments at Cost At December 31, 2021 and 2020, equity investments, at cost of $0 and $200, respectively, 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. |
Disposal of the Discontinued Op
Disposal of the Discontinued Operations of the Nfid Business | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISPOSAL OF THE DISCONTINUED OPERATIONS OF THE NFID BUSINESS | NOTE 4 – DISPOSAL OF THE DISCONTINUED OPERATIONS OF THE NFID BUSINESS On September 30, 2021, the Company entered into and closed on an Asset Purchase Agreement (see Note 1) with NFID, LLC, an unrelated party, a Florida limited liability company, whereby the Company sold certain assets, properties, and rights in connection with its NFID trademark name, logos, domain, and apparel clothing and accessories for a purchase price of $60,000 in the form of a promissory note for the same amount (“Note”). The Note bears 8% interest per annum and matures on October 1, 2023. As of December 31, 2021, the Note had principal balance of $60,000 and accrued interest receivable of $1,210 for a total outstanding receivable balance of $61,210. ASC 205-20 “Discontinued Operations” establishes that the disposal or abandonment of a component of an entity or a group of components of an entity should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. As a result, the component’s results of operations have been classified as discontinued operations on a retrospective basis for all periods presented. Accordingly, the results of operations of this component, for all periods, are separately reported as “discontinued operations” in the accompanying consolidated statements of operations. As of December 31, 2021 and 2020, assets of discontinued operations amounted $0 and $33,484, respectively, which primarily consisted of NFID inventory. The following table set forth the selected financial data of the Company’s gain from sale of the NFID business on September 30, 2021: September 30, Assets: Current assets: Inventory, net $ 58,447 Total assets $ 58,447 Liabilities: Current liabilities: Total liabilities $ — Net asset of NFID business disposed $ 58,447 Consideration in the form of a note receivable (60,000 ) Gain from sale of NFID business $ (1,553 ) The summarized operating result of discontinued operations of the NFID Business included in the Company’s consolidated statements of operations for the years ended December 31, 2021 and 2020 is as follows: For the Year Ended December 31, 2021 2020 Product sales, net $ 119,405 $ 40,923 Cost of sales 103,824 182,426 Gross profit (loss) 15,581 (141,503 ) Total operating and other non-operating expenses (270,501 ) (229,745 ) Gain from sale of NFID business 1,533 — Loss from discontinued operations $ (253,367 ) $ (371,248 ) |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
NOTES RECEIVABLE | NOTE 5 – NOTES RECEIVABLE On September 28, 2018, the Company and Blind Faith Concepts Holdings, Inc. (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 promissory note accrued interest at a rate of 6% per annum, and the Company was 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 was 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 which the borrower pledged all of the assets of its company as security for the performance of the note obligations. On November 2, 2018, the Company and Blind Faith Concepts Holdings, Inc. (the “Debtor”) entered into a promissory note agreement for the sale of a promissory note with a principal balance of $50,000 (“Note”). The Note bore an interest rate of 10% per annum and 18% per annum in the event of default, payable on a monthly basis. The terms of the Note also provides for the principal balance of $50,000 to be used by the Debtor for an asset purchase transaction (“Transaction”) which is not related to the Company and for the Transaction to close within thirty days from the issuance date of the Note otherwise the Note becomes immediately due. In December 2018, the Company determined that the Note was not collectible and accordingly recorded an allowance for doubtful account and bad debt expense of $50,000. On December 20, 2019, the Company and a third party entity (“Purchaser”) entered into two separate claim purchase agreements (“Purchase Agreements”), whereby the Company sold and the Purchaser assumed the promissory notes: (i) dated September 28, 2018 with a principal balance of $200,000 and related accrued interest and: (ii) dated November 2, 2018 with a principal balance of $50,000 and related accrued interest (discussed above) (collectively as “Notes”), for an aggregate purchase price of $277,305. Pursuant to the Purchase Agreements, the purchase price is payable on the earlier of the payment of six-monthly installments or upon the liquidation of the Blind Faith Concepts Holdings, Inc settlement securities pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended. During the year ended December 31, 2020, the Company collected an aggregate amount of $30,000 of the Notes. During the year ended December 31, 2020, the Company recorded an allowance for doubtful account and bad debt expense of $146,500 related to the principal balance of the Notes and wrote off $27,876 of the accrued interest receivable related to the Notes, for a total bad debt expense of $174,376, due to slow collection of the installment payments. During the years ended December 31, 2020, the Company recorded an aggregate bad debt expense in the amount of $174,376 and recovered an aggregate of $9,000 bad debt previously written off during the periods between 2018 to 2020, resulting in net bad debt expense of $165,376 recorded in the accompanying consolidated statement of operations. During the years ended December 31, 2021, the Company recovered $148,500 of the bad debt that was previously written off during the periods between 2018 to 2020, recorded as bad debt recovery in the accompanying consolidated statement of operations. On June 7, 2021, the Company and the investor, entered into a settlement agreement whereby both parties agreed to settle the remaining balance of this note receivable which was previously written off in year 2020 for a total settlement amount of $196,000 to be paid as follows; (i) an initial payment of $46,000 upon execution of the settlement agreement and (ii) $10,000 per month for fifteen months. During the year ended, $148,500 was collected under this settlement agreement and $47,500 remains collectible under this settlement agreement and such amount has been fully reserved as of December 31, 2021. On September 30, 2021, the Company executed a note receivable agreement with NFID, LLC in connection with an Asset Purchase Agreement (see Note 4). The promissory note bears 8% interest per annum and matures on October 1, 2023. The outstanding principal and accrued interest shall be due and payable on maturity. As of December 31, 2021, this note receivable had outstanding principal receivable of $60,000 and accrued interest receivable of $1,210 for a total receivable balance of $61,210 which is reflected in the accompanying consolidated balance sheet as note receivable – non-current. As of December 31, 2021 and 2020, notes receivable, net, consisted of the following: December 31, December 31, Principal amounts of notes receivable at beginning of the year $ 220,000 $ 250,000 Additional notes receivable in 2021 60,000 — Collections on notes receivables (148,500 ) (30,000 ) Less: allowance for doubtful accounts (71,500 ) (196,500 ) Total Notes receivable, net 60,000 23,500 Less: notes receivable, net – current portion — (23,500 ) Notes receivable – non-current $ 60,000 $ — |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE | NOTE 6 - NOTE PAYABLE 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 had certain restrictions on use of the funding proceeds, and generally must be repaid within two years and accrued interest at a rate of 1% per annum. The PPP loan may, under circumstances, be forgiven. No payment was 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 was to 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 was more than ten days late, the lender would 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 $174. In April 2021, the Company was notified by the Small Business Administration that the principal and accrued interest under the PPP loan has been forgiven in full. Accordingly, during the year ended December 31, 2021, the Company recorded a total gain on forgiveness of PPP note payable of $19,082 which consisted of the principal balance of $18,900 and accrued interest of $182. As od December 31, 2021, the PPP note had no outstanding balance. During the years ended December 31, 2021 and 2020, the Company recognized $54 and $80 of interest expense, respectively. At December 31, 2021 and 2020, notes payable consisted of the following: December 31, December 31, Principal amount $ — $ 18,900 Less: current portion — (14,654 ) Note payable - long term portion $ — $ 4,246 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7 – STOCKHOLDERS’ EQUITY Shares Authorized 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. 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 100,000,000 shares to 500,000,000 shares. Preferred Stock In April 2013, 1,000,000 shares of preferred stock were designated as Series A Convertible Preferred Stock, and in November 2019, 2,000 shares of preferred stock were designated as Series B Convertible Preferred Stock. On February 9, 2021, 4,280 shares of preferred stock were designated as Series C Convertible Preferred Stock. Conversion of Series A Redeemable 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, 2021 and 2020. Conversion of Series B Convertible Preferred Stock into Common Shares 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. Accordingly, there are no shares of Series B Preferred Stock issued and outstanding as of December 31, 2021 and 2020. Series C Convertible Preferred Stock On February 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 ● Forced 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 placement agent and other offering expenses of $481,898 which are offset against the proceeds in additional paid in capital. The offering closed on February 12, 2021. Accordingly, the Company recognized a 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 the 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 below) 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 (“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 in the Registration Rights Agreement) within ten calendar days following the Effectiveness Date. The Company agreed to 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 issued 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 Placement Agent Warrants were valued at the grant date using a Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 0.50%, expected dividend yield of 0%, expected term of 5 years using the simplified method and expected volatility of $169% based on comparable and calculated volatility. The aggregate grant date fair value of these Placement Agent Warrants amounted to approximately $1,106,000 and was recorded against the proceeds with no net effect on the consolidated financials. 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. Conversion of Series C Convertible Preferred Stock On April 12, 2021, the Company notified holders of its Series C Convertible Preferred Stock of its election to force the conversion to its Series C Convertible Preferred Stock into shares of the Company’s common stock pursuant to the Certificate of Designations unless such conversion would cause the holder to exceed its beneficial ownership limitation pursuant to the Certificate of Designations. On April 14, 2021, the Company converted 4,049 Series C Convertible Preferred Stock into 13,495,014 shares of common stock. As of December 31, 2021, there were 227 shares of the Company’s Series C Convertible Preferred Stock issued and outstanding. 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 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 years ended December 31, 2021 and 2020, the Company recognized stock-based consulting fees of $107,970 and $578,924, respectively, with a remaining prepaid expense included in prepaid expenses and other current assets of $0 and $107,970 at December 31, 2021 and 2020, respectively. 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. 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 On January 18, 2021, the Company’s board of directors (“Board”) 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. 8,500,000 shares of common stock are reserved and available for issuance under the Plan, provided that certain 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. Subject to certain restrictions, the Board 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 Plan was approved by the stockholders. Stock option activities for the years ended December 31, 2021 and 2020 are summarized as follows: Number Weighted Weighted Aggregate Balance Outstanding, December 31, 2019 300,000 $ 0.0001 4.5 $ 104,970 Granted/Issued/ Forfeited — — — — Balance Outstanding, December 31, 2020 300,000 0.0001 3.5 127,290 Granted/Issued/ Forfeited — — — — Balance Outstanding, December 31, 2021 300,000 $ 0.0001 2.5 $ 42,870 Exercisable, December 31, 2021 300,000 $ 0.0001 2.5 $ 42,870 Warrants Warrant activities for the years ended December 31, 2021 and 2020 are summarized as follows: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Balance Outstanding, December 31, 2019 2,225,000 $ 0.20 4.80 $ 337,750 Forfeited (2,225,000 ) 0.20 — — Balance Outstanding, December 31, 2020 — — — — Granted 17,353,987 0.31 4.12 — Balance Outstanding, December 31, 2021 17,353,987 $ 0.31 4.12 $ — Exercisable, December 31, 2021 17,353,987 $ 0.31 4.12 $ — 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. On January 18, 2021, the Company granted warrants to purchase up to 250,000 shares of the Company’s common stock in exchange for legal services rendered. The warrants have a term of five years from the date of grant and are exercisable at an exercise price of $0.20 per share. The warrants were valued on the grant date at approximately $0.33 per warrant for a total of $83,728 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.35 per share (based on the quoted trading price on the date of grant), volatility of 169%, expected term of five year, and a risk-free interest rate of 0.46%. During the year ended December 31, 2021, the Company recorded stock-based compensation of $83,728. On February 9, 2021, the Company entered into pursuant to securities purchase agreements with certain investors pursuant to which it sold warrants to purchase up to 14,253,323 shares of the Company’s common stock and 4,276 shares of the Company’s 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, subject to adjustment. 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. In addition, pursuant to the terms of the offering, the Company issued the Placement Agent Warrants to purchase up to an aggregate of 2,850,664 shares of common stock to its placement agents, 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 (see Series C Convertible Preferred Stock Financing above). Such warrants issued to various investors and to the placement agents were recorded as additional paid in capital with an offsetting debit applied against additional paid in capital, thus these warrants have no further accounting effect within the equity section. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 - INCOME TAXES The Company maintains deferred tax assets and liabilities that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The deferred tax assets on December 31, 2021 and 2020 consist of net operating loss carry-forwards. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of the attainment of future taxable income. As of December 31, 2021 and 2020, the Company had not recorded a liability for any unrecognized tax positions. 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, 2021 and 2020 was as follows: Year Ended Year Ended December 31, December 31, Income tax (benefit) liability at U.S. statutory rate of 21% $ 819,786 $ (637,879 ) Income tax (benefit) liability – state 253,743 (197,439 ) Permanent differences (20,893 ) 457,798 Change in valuation allowance (1,027,760 ) 377,520 Total provision for income tax $ 24,876 $ — The Company’s approximate net deferred tax asset as of December 31, 2021 and 2020 was as follows: December 31, December 31, Net operating loss carryforward $ 1,647,335 $ 868,338 Net capital loss carryforward (1,707,701 ) 123,932 Total deferred tax asset (liability) before valuation allowance (60,366 ) 992,271 Valuation allowance 35,490 (992,271 ) Provision for income tax 24,876 — Net deferred tax asset $ — $ — At December 31, 2021, the Company had a capital gain of $6,660,483 which offset the prior year net capital loss carryforward $450,663 for a capital gain of $6,209,820. Due to the loss of its Regulated Investment Company (“RIC”) tax 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, 2021, the Company had an aggregate estimated net operating loss carryforwards of approximately $5,990,308 for income taxes. These net operating loss carries forwards may be available to reduce future years’ taxable income. The net loss carryforward up until 2017 in the amount of $470,204, will expire in 2037. Net loss carryforwards in the amount of $5,520,104 from 2018 onwards can 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, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 9 – CONCENTRATIONS Customer Concentration For the years ended December 30, 2021 and 2020, no customer accounted for over 10% of total revenues from apparel sales included in discontinued operations. Vendor Concentrations For the year ended December 31, 2021, one licensor accounted for 100% of the Company’s vendor license agreements (see Note 10) related to the Company’s biopharmaceutical operation. For the year ended December 31, 2020, the Company did not have any licensor. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES Employment Agreement On April 17, 2020, the Company entered into an employment agreement (“Employment Agreement”) with Eric Weisblum to serve as Chief Executive Officer and Chief Financial Officer of the Company. The term of the Employment Agreement will continue for a period of one year from the date of execution date thereof 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. The Employment Agreement provided for a base salary of $120,000 and 7,630,949 of vested shares of the Company’s common stock in April 2020. In addition, Mr. Weisblum shall be eligible to earn a bonus, subject to the sole discretion of the Company’s Board of Directors (“Board”). The Employment Agreement may be terminated by either the Company or Mr. Weisblum at any time and for any reason upon 60 days prior written notice. Upon termination of the Employment Agreement, Mr. Weisblum 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 he may be entitled as of the termination date (collectively, the “Accrued Amounts”). Mr. Weisblum employment may also be terminated by the Company at any time, with cause, death or disability (as defined in the Employment Agreement) . On January 18, 2021, the Company and Mr. Weisblum entered into the first amendment (the “Amendment”) to the Employment Agreement, effective as of January 1, 2021. Pursuant to the Amendment Mr. Weisblum’s base salary was increased from $120,000 per year to $180,000 per year and all the terms and provisions of the Employment Agreement shall remain in full force and effect. License Agreements between the Company and Vendors University of Maryland, Baltimore - License Agreement for Development and Use of Central Nervous System-Homing Peptides Commercial Evaluation License and Option Agreement with the University of Maryland, Baltimore Effective as of July 15, 2020, the Company, through its wholly-owned subsidiary, Silo Pharma, Inc. (see Note 1) and University of Maryland, Baltimore (“UMB”), entered into a commercial evaluation license and option agreement (“License Agreement”), granting 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. The License Agreement also granted the Company an exclusive option to negotiate and obtain an exclusive, sublicensable, royalty-bearing license (“Exclusive Option”) to with respect to the subject technology. The License Agreement had a term of six months from the effective date however if the Company exercises the Exclusive Option, the License Agreement shall expire at the end of the negotiation period (as defined in the License Agreement) or upon execution of a master license agreement, whichever occurs first. The Company exercised its Exclusive Option on January 13, 2021 and entered into a Master License Agreement on February 12, 2021. Both parties may terminate this agreement within thirty days by giving a written notice. In July 2020, the Company paid a license fee of $10,000 to UMB pursuant to the License 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. Master License Agreement with the University of Maryland, Baltimore As disclosed above, effective as of February 12, 2021, the Company and University of Maryland, Baltimore (“UMB”), entered into the Master License Agreement (“Master License Agreement”) which grants 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. The Master License Agreement will remain in effect on a Licensed Product-by-Licensed Product basis and country-by-country basis until the later of: (a) the last patent covered under the Master 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 Master License Agreement. The term of the Master License Agreement shall expire 15 years after the Master License Agreement 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. The Company may assign, sublicense, grant, or otherwise convey any rights or obligations under the Master License Agreement to a Company affiliate, without obtaining prior written consent from UMB provided that it meets the terms defined in the Master License Agreement. The Company may grant sublicenses of some or all of the rights granted by the Master License Agreement, provided that there is no uncured default or breach of any material term or condition under the Master License Agreement, by Company, at the time of the grant, and that the grant complies with the terms and conditions of the Master License Agreement. The Company shall be and shall remain responsible for the performance by each of the Company’s sublicensee. Any sublicense shall be consistent with and subject to the terms and conditions of the Master License Agreement and shall incorporate terms and conditions sufficient to enable Company to comply with the Master License Agreement. The Company or Company affiliates shall pay to UMB a percentage of all income received from its sublicensee as follows: (i) 25% of the Company’s 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 the Company’s 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. Pursuant to the Master License Agreement, the Company shall pay UMB; (i) a license fee, (ii) certain event-based milestone payments (see below for payment terms), (iii) royalty payments depending on net revenues (see below for payment terms), 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 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 $25,000 license fee on February 17, 2021 which was recorded as prepaid expense and is being amortized over the 15-year term. The Company recognized amortization expense of $4,375 during the year ended December 31, 2021. At December 31, 2021, prepaid expense and other current assets – current amounted $5,000 and prepaid expense – non-current amounts $15,625 as reflected in the accompanying consolidated balance sheets. Milestone Payment Terms: Milestone Payment Filing of an Investigational New Drug (or any foreign equivalent) for a Licensed Product $ 50,000 Dosing of first patient in a Phase 1 Clinical Trial of a Licensed Product $ 100,000 Dosing of first patient in a Phase 2 Clinical Trial of a Licensed Product $ 250,000 Receipt of New Drug Application (“NDA”) (or foreign equivalent) approval for a Licensed Product $ 500,000 Achievement of First Commercial Sale of Licensed Product $ 1,000,000 Royalty Payments Terms: (i) 3% on sales of licensed products (as defined in the Master License Agreement) 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 (iii) a minimum annual royalty payments, as follows: Years Minimum Annual Royalty Prior to First Commercial Sale $ N/A Year of First Commercial Sale $ N/A First calendar year following the First Commercial Sale $ 25,000 Second calendar year following the First Commercial Sale $ 25,000 Third calendar year following the First Commercial Sale $ 100,000 In April 2021, in connection with the Company’s Sublicense Agreement with Aikido Pharma Inc. (see below - Patent License Agreement with Aikido Pharma Inc. University of Maryland, Baltimore - License Agreement for Development and Use of Joint-Homing Peptides Commercial Evaluation License and Option Agreement with the University of Maryland, Baltimore Effective as of February 26, 2021, the Company, through its wholly-subsidiary, Silo Pharma, Inc., and University of Maryland, Baltimore (“UMB”), entered into a commercial evaluation license and option agreement (“License Agreement”), which granted the Company an exclusive, non-sublicensable, non-transferable license to with respect to the exploration of the potential use of joint-homing peptides for use in the investigation and treatment of arthritogenic processes. The License Agreement also granted the Company an exclusive option to negotiate and obtain an exclusive, sublicensable, royalty-bearing license (“Exclusive Option”) to with respect to the subject technology. The License Agreement had a term of six months from the effective date. Both parties could have terminated the License Agreement within thirty days by giving a written notice. On July 6, 2021, the Company entered into a First Amendment Agreement (“Amended License Agreement”) with UMB to extend the term of the original License Agreement by an additional six months such that the Amended License Agreement was effective until February 25, 2022 however, if the Company exercises the Exclusive Option, the License Agreement shall expire at the end of the negotiation period (as defined in the License Agreement) or upon execution of a master license agreement, whichever occurs first. The Company paid a license fee of $10,000 to UMB in March 2021 pursuant to the License Agreement which was recorded in professional fees during the year ended December 31, 2021, since the Company could not conclude that such costs would be recoverable for this early-stage venture. Subsequent to December 31, 2021, the Company and UMB entered into a Second Amendment Agreement (see Note 11). License Agreements between the Company and Customer Customer Patent License Agreement with Aikido Pharma Inc. On January 5, 2021, the Company and its subsidiary Silo Pharma, Inc., a Florida corporation, entered into a patent license agreement (“License Agreement”) (collectively, the “Licensor”) and Aikido Pharma Inc. (“Aikido” or the “Customer”), as amended on April 12, 2021, pursuant to which the Licensor granted Aikido an exclusive, worldwide (“Territory”), sublicensable, royalty-bearing license to certain intellectual property: (i) to make, have made, use, provide, import, export, lease, distribute, sell, offer for sale, develop and advertise certain licensed products and (ii) to develop and perform certain licensed processes for the treatment of cancer and symptoms caused by cancer (“Field of Use”). The License Agreement also provided that, if the Licensor exercised the option granted to it pursuant to its commercial evaluation license and option agreement with UMB, effective as of July 15, 2020, it would grant Aikido a non-exclusive sublicense (“Right”) to certain UMB patent rights in the field of neuroinflammatory diseases occurring in patients diagnosed with cancer (“Field”). Pursuant to the License Agreement, Aikido agreed to 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 License Agreement) in the Field of Use in the Territory. In addition, Aikido agreed to issue the Licensor 500 shares of Aikido’s newly designated Series M Convertible Preferred Stock which were to be converted into an aggregate of 625,000 shares of the Aikido’s common stock. On April 12, 2021, the Company entered into an amendment to the License Agreement (“Amended License Agreement”) with Aikido dated January 5, 2021 whereby Aikido issued an aggregate of 625,000 restricted shares of Aikido’s common stock instead of the 500 shares of the Series M Convertible Preferred Stock. Pursuant to the License 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 License 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 was recorded as deferred revenue to be recognized as revenues over the 15 year term of the License Agreement. 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. Prior to the April 12, 2021 issuance of the common stock in lieu of the Series M Convertible Preferred Stock as discussed above, the Company valued the 500 Series M Convertible Preferred stock which was 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 recorded an equity investment of $531,250 (see Note 3) and deferred revenue of $531,250 to be recognized as revenues over the term of the license. Accordingly, the Company recorded a total deferred revenue of $1,031,250 ($500,000 cash received and $531,250 value of equity securities received) to be recognized as revenues over the 15-year term. The Company recognized revenue of $68,750 during the year ended December 31, 2021. At December 31, 2021, deferred revenue – current portion amounted $68,750 and deferred revenue – long-term portion amounted $893,750 as reflected in the accompanying consolidated balance sheets. The Right 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 April 6, 2021, the Company entered into the Sublicense Agreement with Aikido pursuant to which it granted Aikido a worldwide exclusive sublicense to its licensed patents under the Master License Agreement. Customer Sublicense Agreement with Aikido Pharma Inc. On April 6, 2021 (the “Sublicense Agreement Effective Date”), the Company entered into the Sublicense Agreement with Aikido pursuant to which the Company granted Aikido an exclusive worldwide sublicense to (i) make, have made, use, sell, offer to sell and import the Licensed Products (as defined below) and (ii) in connection therewith to (A) use an invention known as “Central nervous system-homing peptides in vivo and their use for the investigation and treatment of multiple sclerosis and other neuroinflammatory pathology” which was sublicensed to the Company pursuant to the Master License Agreement and (B) practice certain patent rights (“Patent Rights”) for the therapeutic treatment of neuroinflammatory disease in cancer patients. “Licensed Products” means any product, service, or process, the development, making, use, offer for sale, sale, importation, or providing of which: (i) is covered by one or more claims of the Patent Rights; or (ii) contains, comprises, utilizes, incorporates, or is derived from the Invention or any technology disclosed in the Patent Rights. Pursuant to the Sublicense Agreement, Aikido agreed to pay the Company (i) an upfront license fee of $50,000, (ii) the same sales-based royalty payments that the Company is subject to under the Master License Agreement and (iii) total milestone payments of up to $1.9 million. The Sublicense Agreement shall continue on a Licensed Product-by-Licensed Product and country-by-country basis until the later of (i) the date of expiration of the last to expire claim of the Patent Rights covering such Licensed Product in such country, (ii) the expiration of data protection, new chemical entity, orphan drug exclusivity, regulatory exclusivity or other legally enforceable market exclusivity, if applicable and (iii) 10 years after the first commercial sale of a Licensed Product in that country, unless terminated earlier pursuant to the terms of the Sublicense Agreement. Furthermore, the Sublicense Agreement shall expire 15 years after the Sublicense Agreement Effective Date with respect to any country in which (i) there were never any Patent Rights, (ii) there was never any data protection, new chemical entity, orphan drug exclusivity, regulatory exclusivity or other legally enforceable market exclusivity with respect to a Licensed Product and (ii) there was never a commercial sale of a Licensed Product, unless such agreement is earlier terminated pursuant to its terms. The Company collected the upfront license fee of $50,000 in April 2021. The Company recognized revenue of $2,514 during the year ended December 31, 2021. At December 31, 2021, deferred revenue – current portion amounted $3,352 and deferred revenue – long-term portion amounted $44,134 as reflected in the accompanying consolidated balance sheets. Sponsored Study and Research Agreements between the Company and Vendors Investigator-Sponsored Study Agreement with Maastricht University of the Netherlands On November 1, 2020, the Company entered into an investigator-sponsored study agreement (“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 lysergic acid diethylamide 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 to be amortized over the four-year term and 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 of $101,520 which was recorded to prepaid expense and other current assets – current of which approximately $22,318 was amortized in fiscal 2020. In September 2021, the Company notified Maastricht University of Netherlands for an early termination of this agreement. Maastricht University of Netherlands has not reached the second phase which is to obtain approval from ethical committee. The Company has no further obligation after the termination. During the year ended December 31, 2021, the Company amortized the remaining prepaid expense of $79,202. Investigator-Sponsored Study Agreement with University of Maryland, Baltimore On January 5, 2021, the Company entered into an investigator-sponsored study agreement (“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. Pursuant to the Sponsored Study 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 the Sponsored Study Agreement and $40,737 upon completion of the project with an estimated project timeline of nine months. The Company paid $40,737 on January 13, 2021 which was recorded in prepaid expense to be amortized over the nine-month period. Currently, the project has not been completed due to the delays cause by the Covid-19 pandemic. During the year ended December 31, 2021, the Company fully amortized the prepaid expense of $40,737. Sponsored Research Agreement with The Regents of the University of California On June 1, 2021 (the “Effective Date”), the Company entered into a sponsored research agreement (the “Sponsored Research Agreement”) with The Regents of the University of California, on behalf of its San Francisco Campus (“UCSF”) pursuant to which UCSF shall conduct a study to examine psilocybin’s effect on inflammatory activity in humans to accelerate its implementation as a potential treatment for Parkinson’s Disease, chronic pain, and bipolar disorder. Pursuant to the Agreement, the Company shall pay UCSF a total fee of $342,850 to conduct the research over the two-year period. The Agreement shall be effective for a period of two years from the Effective Date, subject to renewal or earlier termination as set forth in the Sponsored Research Agreement. The Company paid the first payment of $40,000 pursuant to the payment schedule on the Sponsored Research Agreement on June 15, 2021, second payment of $40,000 on September 9, 2021 and $20,570 on November 18, 2021 which were recorded to prepaid expense and other current assets – current to be amortized over the two-year period. During the year ended December 31, 2021, the Company amortized $92,855 of the prepaid expense leaving a prepaid asset of $7,715 at December 31, 2021. Sponsored Research Agreement with University of Maryland, Baltimore On July 6, 2021, the Company and University of Maryland, Baltimore (“UMB”) entered into a sponsored research agreement (“July 2021 Sponsored Research Agreement”) pursuant to which UMB shall evaluate the pharmacokinetics of dexamethasone delivered to arthritic rats via liposome. The research pursuant to the July 2021 Sponsored Research Agreement shall commence on September 1, 2021 and will continue until the substantial completion thereof, subject to renewal upon written consent of the parties. The July 2021 Sponsored Research Agreement may be terminated by either party upon 30 days’ prior written notice to the other party. In addition, if either party commits any material breach of or defaults with respect to any terms or conditions of the July 2021 Sponsored Research Agreement and fails to remedy such default or breach within 10 business days after written notice from the other party, the party giving notice may terminate the July 2021 Sponsored Research Agreement as of the date of receipt of such notice by the other party. If the Company terminates the July 2021 Sponsored Research Agreement for any reason other than an uncured material breach by UMB, the Company shall relinquish any and all rights it may have in the Results (as defined in the July 2021 Sponsored Research Agreement) to UMB. In addition, if the July 2021 Sponsored Research Agreement is terminated early, the Company, among other things, will pay all costs incurred and accrued by UMB as of the date of termination. Pursuant to the terms of the July 2021 Sponsored Research Agreement, UMB granted the Company an option (the “Option”) to negotiate and obtain an exclusive license to any UMB Arising IP (as defined in the July 2021 Sponsored Research Agreement) and UMB’s rights in any Joint Arising IP (as defined in the July 2021 Sponsored Research Agreement) (collectively, the “UMB IP”). The Company may exercise the Option by giving UMB written notice within 60 days after it receives notice from UMB of the UMB IP. Pursuant to the July 2021 Sponsored Research Agreement, the Company shall pay UMB the fees below: Payment 1 $ 92,095 Upon execution of the July 2021 Sponsored Research Agreement 2 $ 92,095 Six months after the start of project work as outlined in the July 2021 Sponsored Research Agreement 3 $ 92,095 Upon completion of the project work as outlined in the July 2021 Sponsored Research Agreement The Company paid the first payment of $92,095 on September 1, 2021 which was recorded to prepaid expense and other current assets – current to be amortized over the estimated project timeline of twelve months. During the year ended December 31, 2021, the Company fully amortized the prepaid expense of $92,095. Sponsored Research Agreement with Columbia University On October 1, 2021, the Company entered into a sponsored research agreement with Columbia University pursuant to which the Company has been granted an option to license certain assets currently under development, including Alzheimer’s disease. The term of the option will commence on the effective date of this agreement and will expire upon the earlier of (i) 90 days after the date of the Company’s receipt of a final research report for each specific research proposal as defined in the agreement or (ii) termination of the research. If the Company elects to exercise the option, both parties will commence negotiation of a license agreement and will execute a license agreement no later than 3 months after the dated of the exercise of the option. Columbia University and the Company will work towards developing a therapeutic treatment for patients suffering from Alzheimer’s disease to post-traumatic stress disorder. During a one-year period from the date of this agreement, the Company shall pay a total of $1,436,082 to Columbia University for the support of the research according to the payment schedule as follows: (i) 30% at signing, (ii) 30% at four and half months after the start of the project, (iii) 30% at nine months after the start of the project and, (iv)10% at completion of the project. The Company paid the first payment of $430,825 in November 2021 which was recorded to prepaid expense and other current assets – current to be amortized over the estimated project timeline of twelve months. During the year ended December 31, 2021, the Company amortized $359,021 of the prepaid expense. As of December 31, 2021, prepaid expense related to the sponsored research agreement was $71,804. Joint Venture Agreement with Zylö Therapeutics, Inc. On April 22, 2021 (“Effective Date”), the Company entered into a Joint Venture Agreement (“JV Agreement”) with Zylö Therapeutics, Inc. (“ZTI”) pursuant to which the parties agreed to form a joint venture entity, to be named Ketamine Joint Venture, LLC (“Joint Venture”), to, among other things, focus on the clinical development of ketamine using ZTI’s Z-pod™ technology (“Venture”). Pursuant to the JV Agreement, the Company shall act as the manager (“Manager”) of the Joint Venture. The Joint Venture shall terminate if the development program does not meet certain specifications and milestones as set forth in the JV Agreement within 30 days of the date set forth in the JV Agreement. Notwithstanding the foregoing, the Manager may, in its sole discretion, terminate the Joint Venture at any time. Pursuant to the terms of the JV Agreement, (A) the Company shall contribute (1) $225,000 and (2) its expertise and the expertise of its science advisory board and (B) ZTI shall contribute (1) certain rights to certain of its patented technology as set forth in the JV Agreement, (2) a license to the know-how and trade secrets with respect to its Z-pod™ technology for the loading and release of ketamine, (3) ketamine to be used for clinical purposes, (4) reasonable use of its facilities and permits and (5) its expertise and know-how. Pursuant to the JV Agreement, 51% of the interest in the Joint Venture shall initially be owned by the Company and 49% of the interest in the Joint Venture shall initially be owned by ZTI, subject to adjustment in the event of additional contributions by either party. Notwithstanding the foregoing, in no event shall either party own more than 60% of the interest in the Joint Venture. As of December 31, 2021 and as of the current date of this report, the joint venture entity has not been formed yet. Furthermore, pursuant to the terms of the JV Agreement, ZTI shall grant the Joint Venture a sublicense pursuant to its license agreement (the “License Agreement”) with Albert Einstein College of Medicine dated November 27, 2017, in the event that the Company or a third party makes a request indicating that the patented technology (the “Patented Technology”) licensed to ZTI pursuant to the License Agreement is needed to advance the development of the Joint Venture or it is contemplated or determined that the Patented Technology will be sold. Furthermore, pursuant to the JV Agreement, ZTI granted the Company an exclusive option to enter into a separate joint venture for the clinical development of psilocybin using ZTI’s Z-pod™ technology on the same terms and conditions set forth in the JV Agreement, which option shall expire 24 months after the JV Effective Date. Amended Service Agreement On September 10, 2021 (“Effective Date”), the Company entered into an Amendment Agreement (“Amended Service Agreement”) to a certain service agreement dated on September 8, 2020 w |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS On January 27, 2022, the Company and Dr. James Kuo entered into an employment agreement (“Kuo Employment Agreement”) for Dr. Kuo to serve as the Vice President of Research & Development. The Kuo Employment Agreement shall be effective as of the date of the agreement and shall automatically renew for a period of one year at every anniversary of the effective date, with the same terms and conditions, unless either party provides written notice of its intention not to extend the term of the Kuo Employment Agreement at least thirty days’ prior to the applicable renewal date. Dr. Kuo shall be paid an annual base salary of $30,000. For each twelve-month period of his employment, Dr. Kuo shall be entitled to a bonus whereby amount and terms shall be in the sole and absolute discretion of the Board of Directors (“Board”) and shall be payable at the Company’s sole option in stock or in cash. In addition, an aggregate of 800,000 incentive stock options was granted to Dr. Kou, at an exercise price equal to the closing price of the Company’s common stock on the date of grant (“ISOs”) as follows: (i) 300,000 ISOs (“Initial Options”), issued under the Company’s 2020 Equity Incentive Plan (“2020 Plan”) which vest immediately, and (ii) an additional 500,000 ISOs (“Additional Options”), issued under the 2020 Plan which shall vest ratably over two successive equal quarterly installments over the subsequent one year period as follows: 250,000 ISOs shall vest at 9 months, and 12 months following the effective date of the Kuo Employment Agreement, which underlying Additional Options shall be exercisable immediately upon the applicable vesting date. On January 28, 2022, the Company and University of Maryland, Baltimore (“UMB”) entered into a second amendment to the commercial evaluation and license agreement dated February 26, 2021 (“Second Amendment”) (see Note 10 - University of Maryland, Baltimore - License Agreement for Development and Use of Joint-Homing Peptides On March 11, 2022, the Company held its special meeting of stockholders (“Special Meeting”). A total of 53,859,947 shares of common stock constituting a quorum were represented in person or by valid proxies at the Special Meeting. The final results for of the matter submitted to a vote of stockholders at the Special Meeting, as set forth in the Definitive Proxy Statement, filed with the Securities and Exchange Commission on February 14, 2022, is as follows: Proposal 1. At the Special Meeting, the stockholders approved granting discretionary authority to the Company’s Board of Directors to amend the Company’s Certificate of Incorporation to effect one or more consolidations of the Company’s issued and outstanding shares of common stock, pursuant to which the shares of common stock would be combined and reclassified into one share of common stock at a ratio within the range from 1-for-5 up to 1-for-50 (the “Reverse Stock Split”), provided that, (X) that the Company shall not effect Reverse Stock Splits that, in the aggregate, exceeds 1-for-50, and (Y) any Reverse Stock Split is completed no later than the first anniversary of the record date of the Special Meeting, or February 8, 2023. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), the instructions to Form 10-K, and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for financial information. The Company’s consolidated financial statements include financial statements for Silo Pharma, Inc and its inactive wholly-owned subsidiary with the same name as the parent entity, Silo Pharma, Inc, as of December 31, 2021 and during the years ended December 31, 2021 and 2020. All intercompany transactions and balances have been eliminated. In accordance with, ASC 205-20 “Discontinued Operations” establishes that the disposal or abandonment of a component of an entity or a group of components of an entity should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. As a result, the NFID, LLC component’s results of operations have been classified as discontinued operations on a retrospective basis for all periods presented. Accordingly, the results of operations of this component, for all periods, are separately reported as “discontinued operations” on the consolidated statements of operations. |
Liquidity | Liquidity As reflected in the accompanying consolidated financial statements, the Company generated a net income of $3,903,741 and used cash in operations of $2,278,016, for the year ended December 31, 2021. Additionally, the Company has an accumulated deficit of $3,262,577 at December 31, 2021. During the year ended December 31, 2021, the Company has received gross proceeds of $7,020,526 from the sale of equity investments. As of December 31, 2021, the Company had working capital of $9,912,281. These events served to mitigate the conditions that historically raised substantial doubt about the Company’s ability to continue as a going concern. The Company believes the proceeds received during the year ended December 31, 2021 will provide sufficient cash flows to meet its obligations for a minimum of twelve months from the date of this filing. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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 events. Accordingly, the actual results could differ significantly from estimates. Significant estimates during the years ended December 31, 2021 and 2020 include the collectability of notes receivable, the valuation of equity investments, estimates for obsolete and slow-moving inventory, estimates of the deemed dividend, valuation allowances for deferred tax assets, the fair value of warrants issued with debt and for services, 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 and by the Securities Investor Protection Corporation (“SIPC”) 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, 2021 and 2020, the Company had cash in excess of FDIC and SIPC limits of approximately $9,100,000 and $880,000, respectively. |
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 and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets - current of $145,324 and $241,091 at December 31, 2021 and 2020, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses and other current assets – non-current of $26,659 and $0 at December 31, 2021 and 2020, respectively, consist primarily of costs paid for license fees and future services which will occur after a year. Prepaid expenses may include prepayments in cash and equity instruments for consulting, business advisory, legal services, license fees, research and development fees, and insurance which are being amortized over the terms of their respective agreements. |
Equity Investments, at Fair Value | 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 carrying value and the net proceeds received from such disposition. Realized gains and losses on investment transactions are determined by specific identification. Net unrealized appreciation or depreciation is computed as the difference between the fair value of the investment and the cost basis of such investment. Net unrealized gains or losses for equity investments are recognized in operations as the difference between the carrying value at the beginning of the period and the fair value at the end of the period. |
Equity Investments, at Cost | Equity Investments, at Cost Equity investments, at cost are 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. |
Revenue Recognition | Revenue Recognition The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company records interest and dividend income on an accrual basis to the extent that the Company expects to collect such amounts. For the license and royalty income, revenue is recognized when the Company satisfies the performance obligation based on the related license agreement. Payments received from the licensee that are related to future periods are recorded as deferred revenue to be recognized as revenues over the term of the related license agreement (see Note 10). Product sales were recognized when the NFID products were shipped to the customer and title was transferred and were recorded net of any discounts or allowances which are separately reported as “discontinued operations” on the consolidated statements of operations. |
Cost of Revenues | Cost of Revenues The primary components of cost of revenues on license fees included the cost of the license fees. Payments made to the licensor that are related to future periods are recorded as prepaid expense to be amortized over the term of the related license agreement (see Note 10). The primary components of cost of revenues on NFID apparel include the cost of the product, production costs, warehouse storage costs and shipping fees which are separately reported as “discontinued operations” on the consolidated statements of operations. |
Stock-based Compensation | Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation – Stock Compensation”, which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures as they occur as permitted under Accounting Standards Update (“ASU”) 2016-09 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 Financial Accounting Standards Board (“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, 2021 and 2020 that would require either recognition or disclosure in the accompanying consolidated financial statements. The Company recognized income tax expense of $24,876 and $0 for the years ended December 31, 2021 and 2020 (see Note 8). |
Research and development | Research and Development In accordance with ASC 730-10, “Research and Development-Overall,” research and development costs are expensed when incurred. During the years ended December 31, 2021 and 2020, research and development costs were $693,910 and $26,250, respectively. |
Net Loss per Common Share | Net Income (Loss) per Common Share Basic net income (loss) per share is computed by dividing net income (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 include 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 income or (loss). The following are the potentially dilutive shares for the years ended December 31, 2021 and 2020: December 31, December 31, Series C convertible preferred stock 756,667 — Stock options 300,000 300,000 Warrants 17,353,987 — 18,410,654 300,000 The following table presents a reconciliation of basic and diluted net loss per share: For the Years Ended 2021 2020 Income (loss) per common share — basic: Income (loss) from continuing operations $ 4,157,108 $ (2,666,269 ) Loss from discontinued operations (253,367 ) (371,248 ) Net income (loss) $ 3,903,741 $ (3,037,517 ) Weighted average common shares outstanding — basic 94,865,761 65,954,691 Net income (loss) per common share – basic: From continuing operations $ 0.04 $ (0.05 ) From discontinued operations $ (0.00 ) $ (0.01 ) Income (loss) per common share — diluted: Income (loss) from continuing operations $ 4,157,108 $ (2,666,269 ) Add: interest expense, net (3,036 ) — Numerator for loss from continuing operations per common share — diluted 4,154,072 (2,666,269 ) Numerator for loss from discontinuing operations per common share — diluted (253,367 ) (371,248 ) Net loss per common share – diluted $ 3,900,705 $ (3,037,517 ) Weighted average common shares outstanding — basic 94,865,761 65,954,691 Effect of dilutive securities: Options 299,790 — Preferred shares 756,667 — Weighted average common shares outstanding – diluted 95,922,218 65,954,691 Net loss per common share – diluted: From continuing operations $ 0.04 $ (0.05 ) From discontinued operations $ (0.00 ) $ (0.01 ) |
Leases | Leases The Company accounts for its leases using the method prescribed by ASC 842 – Lease Accounting Operating lease ROU assets represents the right to use the leased asset for the lease term. Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations. |
New Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06— Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and edging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) Debt with Conversion and Other Options 1. Add a disclosure objective 2. Add information about events or conditions that occur during the reporting period that cause conversion contingencies to be met or conversion terms to be significantly changed 3. Add information on which party controls the conversion rights 4. Align disclosure requirements for contingently convertible instruments with disclosure requirements for other convertible instruments 5. Require that existing fair value disclosures in Topic 825, Financial Instruments, be provided at the individual convertible instrument level rather than in the aggregate. Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, amendments in ASU 2020-06 added disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital. The amendments in ASU 2020-06 are effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of its annual fiscal year and are allowed to adopt the guidance through either a modified retrospective method of transition or a fully retrospective method of transition. In applying the modified retrospective method, entities should apply the guidance to transactions outstanding as of the beginning of the fiscal year in which the amendments are adopted. Transactions that were settled (or expired) during prior reporting periods are unaffected. The cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. If an entity elects the fully retrospective method of transition, the cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings in the first comparative period presented. The Company is evaluating the impact of the revised guidance and believes that it will not have a significant impact on its consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the impact of the revised guidance and believes that it will not have a significant impact on its consolidated financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company’s consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of anti-dilutive net loss per share | December 31, December 31, Series C convertible preferred stock 756,667 — Stock options 300,000 300,000 Warrants 17,353,987 — 18,410,654 300,000 |
Schedule of reconciliation of basic and diluted net loss per share | For the Years Ended 2021 2020 Income (loss) per common share — basic: Income (loss) from continuing operations $ 4,157,108 $ (2,666,269 ) Loss from discontinued operations (253,367 ) (371,248 ) Net income (loss) $ 3,903,741 $ (3,037,517 ) Weighted average common shares outstanding — basic 94,865,761 65,954,691 Net income (loss) per common share – basic: From continuing operations $ 0.04 $ (0.05 ) From discontinued operations $ (0.00 ) $ (0.01 ) Income (loss) per common share — diluted: Income (loss) from continuing operations $ 4,157,108 $ (2,666,269 ) Add: interest expense, net (3,036 ) — Numerator for loss from continuing operations per common share — diluted 4,154,072 (2,666,269 ) Numerator for loss from discontinuing operations per common share — diluted (253,367 ) (371,248 ) Net loss per common share – diluted $ 3,900,705 $ (3,037,517 ) Weighted average common shares outstanding — basic 94,865,761 65,954,691 Effect of dilutive securities: Options 299,790 — Preferred shares 756,667 — Weighted average common shares outstanding – diluted 95,922,218 65,954,691 Net loss per common share – diluted: From continuing operations $ 0.04 $ (0.05 ) From discontinued operations $ (0.00 ) $ (0.01 ) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value | At December 31, 2021 At December 31, 2020 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Equity investments consisting of common stock, at fair value $ 419,995 $ — $ — $ — — $ — |
Schedule of activity in the company’s equity investments, at fair value | December 31, December 31, Balance, beginning of the year $ — $ — Additions 531,250 — Sales (359,843 ) — Unrealized gain 248,588 — Balance, end of the year $ 419,995 $ — |
Disposal of the Discontinued _2
Disposal of the Discontinued Operations of the Nfid Business (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of financial data of the company’s gain from sale of the NFID business | September 30, Assets: Current assets: Inventory, net $ 58,447 Total assets $ 58,447 Liabilities: Current liabilities: Total liabilities $ — Net asset of NFID business disposed $ 58,447 Consideration in the form of a note receivable (60,000 ) Gain from sale of NFID business $ (1,553 ) |
Schedule of operating result of discontinued operations of the NFID business | For the Year Ended December 31, 2021 2020 Product sales, net $ 119,405 $ 40,923 Cost of sales 103,824 182,426 Gross profit (loss) 15,581 (141,503 ) Total operating and other non-operating expenses (270,501 ) (229,745 ) Gain from sale of NFID business 1,533 — Loss from discontinued operations $ (253,367 ) $ (371,248 ) |
Notes Receivable (Tables)
Notes Receivable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Schedule of notes receivable | December 31, December 31, Principal amounts of notes receivable at beginning of the year $ 220,000 $ 250,000 Additional notes receivable in 2021 60,000 — Collections on notes receivables (148,500 ) (30,000 ) Less: allowance for doubtful accounts (71,500 ) (196,500 ) Total Notes receivable, net 60,000 23,500 Less: notes receivable, net – current portion — (23,500 ) Notes receivable – non-current $ 60,000 $ — |
Note Payable (Tables)
Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of interest expense | December 31, December 31, Principal amount $ — $ 18,900 Less: current portion — (14,654 ) Note payable - long term portion $ — $ 4,246 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock options activities | Number Weighted Weighted Aggregate Balance Outstanding, December 31, 2019 300,000 $ 0.0001 4.5 $ 104,970 Granted/Issued/ Forfeited — — — — Balance Outstanding, December 31, 2020 300,000 0.0001 3.5 127,290 Granted/Issued/ Forfeited — — — — Balance Outstanding, December 31, 2021 300,000 $ 0.0001 2.5 $ 42,870 Exercisable, December 31, 2021 300,000 $ 0.0001 2.5 $ 42,870 |
Schedule of warrant activities | Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Balance Outstanding, December 31, 2019 2,225,000 $ 0.20 4.80 $ 337,750 Forfeited (2,225,000 ) 0.20 — — Balance Outstanding, December 31, 2020 — — — — Granted 17,353,987 0.31 4.12 — Balance Outstanding, December 31, 2021 17,353,987 $ 0.31 4.12 $ — Exercisable, December 31, 2021 17,353,987 $ 0.31 4.12 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective statutory rate and the provision for income taxes | Year Ended Year Ended December 31, December 31, Income tax (benefit) liability at U.S. statutory rate of 21% $ 819,786 $ (637,879 ) Income tax (benefit) liability – state 253,743 (197,439 ) Permanent differences (20,893 ) 457,798 Change in valuation allowance (1,027,760 ) 377,520 Total provision for income tax $ 24,876 $ — |
Schedule of deferred tax asset | December 31, December 31, Net operating loss carryforward $ 1,647,335 $ 868,338 Net capital loss carryforward (1,707,701 ) 123,932 Total deferred tax asset (liability) before valuation allowance (60,366 ) 992,271 Valuation allowance 35,490 (992,271 ) Provision for income tax 24,876 — Net deferred tax asset $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of milestone payments | Milestone Payment Filing of an Investigational New Drug (or any foreign equivalent) for a Licensed Product $ 50,000 Dosing of first patient in a Phase 1 Clinical Trial of a Licensed Product $ 100,000 Dosing of first patient in a Phase 2 Clinical Trial of a Licensed Product $ 250,000 Receipt of New Drug Application (“NDA”) (or foreign equivalent) approval for a Licensed Product $ 500,000 Achievement of First Commercial Sale of Licensed Product $ 1,000,000 |
Schedule of UMB minimum royalty payments | Years Minimum Annual Royalty Prior to First Commercial Sale $ N/A Year of First Commercial Sale $ N/A First calendar year following the First Commercial Sale $ 25,000 Second calendar year following the First Commercial Sale $ 25,000 Third calendar year following the First Commercial Sale $ 100,000 |
Schedule of exclusive of value added tax to be amortized | 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 |
Schedule of shall pay UMB | Payment 1 $ 92,095 Upon execution of the July 2021 Sponsored Research Agreement 2 $ 92,095 Six months after the start of project work as outlined in the July 2021 Sponsored Research Agreement 3 $ 92,095 Upon completion of the project work as outlined in the July 2021 Sponsored Research Agreement |
Organization and Business (Deta
Organization and Business (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Business [Line items] | |
Asset purchase agreement, description | the Company entered into and closed on an Asset Purchase Agreement (“Asset Purchase Agreement) with NFID, LLC, a Florida limited liability company (“Buyer”), whereby the Buyer purchased from the Company certain assets, properties, and rights in connection with the Company’s NFID trademark name, logos, domain, and apparel clothing and accessories for a purchase price of $60,000 in the form of a promissory note amounting to $60,000. The promissory note bears 8% interest per annum and matures on October 1, 2023. Accordingly, the results of operations of this component, for all periods presented, are separately reported as “discontinued operations” on the accompanying consolidated statements of operations (see Note 4). |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Net loss | $ 3,903,741 | |
Cash in operations | 2,278,016 | |
Accumulated deficit | (3,262,577) | $ (5,762,321) |
Gross proceeds issued | 7,020,526 | |
Working capital | $ 9,912,281 | |
Aggregate shares (in Shares) | 12 | |
Federal deposit insurance corporation | $ 250,000 | |
Securities investor protection corporation | 250,000 | |
FDIC cash limits | 9,100,000 | 880,000 |
Prepaid expenses and other current assets | 145,324 | 241,091 |
Inventory write-down | 26,659 | 0 |
Income tax expense | 24,876 | 0 |
Research and development cost | $ 693,910 | $ 26,250 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of anti-dilutive net loss per share - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) - Schedule of anti-dilutive net loss per share [Line Items] | ||
Anti-dilutive net loss per share | 18,410,654 | 300,000 |
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 |
Warrant [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of anti-dilutive net loss per share [Line Items] | ||
Anti-dilutive net loss per share | 17,353,987 | |
Series C 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 | 756,667 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of basic and diluted net loss per share - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income (loss) per common share — basic: | ||
Income (loss) from continuing operations | $ 4,157,108 | $ (2,666,269) |
Loss from discontinued operations | (253,367) | (371,248) |
Net income (loss) | $ 3,903,741 | $ (3,037,517) |
Weighted average common shares outstanding — basic (in Shares) | 94,865,761 | 65,954,691 |
Net income (loss) per common share – basic: | ||
From continuing operations (in Dollars per share) | $ 0.04 | $ (0.05) |
From discontinued operations (in Dollars per share) | $ 0 | $ (0.01) |
Income (loss) per common share — diluted: | ||
Income (loss) from continuing operations | $ 4,157,108 | $ (2,666,269) |
Add: interest expense, net | (3,036) | |
Numerator for loss from continuing operations per common share — diluted | 4,154,072 | (2,666,269) |
Numerator for loss from discontinuing operations per common share — diluted | (253,367) | (371,248) |
Net loss per common share – diluted | $ 3,900,705 | $ (3,037,517) |
Weighted average common shares outstanding — basic (in Shares) | 94,865,761 | 65,954,691 |
Effect of dilutive securities: | ||
Options (in Shares) | 299,790 | |
Preferred shares (in Shares) | 756,667 | |
Weighted average common shares outstanding – diluted (in Shares) | 95,922,218 | 65,954,691 |
Net loss per common share – diluted: | ||
From continuing operations (in Dollars per share) | $ 0.04 | $ (0.05) |
From discontinued operations (in Dollars per share) | $ 0 | $ (0.01) |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments and Fair Value Measurements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value of Financial Instruments and Fair Value Measurements (Details) [Line Items] | ||
Net realized gain | $ 6,660,483 | |
Equity investments cost | 0 | $ 200 |
DatChat, Inc. [Member] | ||
Fair Value of Financial Instruments and Fair Value Measurements (Details) [Line Items] | ||
Net realized gain | 6,657,120 | |
Basic investment cost | 200 | |
Commission on sales | 578,880 | |
Aikido Pharma, Inc. [Member] | ||
Fair Value of Financial Instruments and Fair Value Measurements (Details) [Line Items] | ||
Net realized gain | $ 3,363 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments and Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 [Member] | ||
Fair Value of Financial Instruments and Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value [Line Items] | ||
Equity investments consisting of common stock, at fair value | $ 419,995 | |
Level 2 [Member] | ||
Fair Value of Financial Instruments and Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value [Line Items] | ||
Equity investments consisting of common stock, at fair value | ||
Level 3 [Member] | ||
Fair Value of Financial Instruments and Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value [Line Items] | ||
Equity investments consisting of common stock, at fair value |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments and Fair Value Measurements (Details) - Schedule of activity in the company’s equity investments, at fair value - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of activity in the company’s equity investments, at fair value [Abstract] | ||
Balance, beginning of the year | ||
Additions | 531,250 | |
Sales | (359,843) | |
Unrealized gain | 248,588 | |
Balance, end of the year | $ 419,995 |
Disposal of the Discontinued _3
Disposal of the Discontinued Operations of the Nfid Business (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Purchase price | $ 60,000 | ||
Bearing interest rate percentage | 8.00% | ||
Maturity date | Oct. 1, 2023 | ||
Principal balance | $ 60,000 | ||
Accrued interest receivable | 1,210 | ||
Total outstanding balance receivable | 61,210 | ||
Assets of discontinued operations | $ 0 | $ 33,484 |
Disposal of the Discontinued _4
Disposal of the Discontinued Operations of the Nfid Business (Details) - Schedule of financial data of the company’s gain from sale of the NFID business | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Current assets: | |
Inventory, net | $ 58,447 |
Total assets | 58,447 |
Current liabilities: | |
Total liabilities | |
Net asset of NFID business disposed | 58,447 |
Consideration in the form of a note receivable | (60,000) |
Gain from sale of NFID business | $ (1,553) |
Disposal of the Discontinued _5
Disposal of the Discontinued Operations of the Nfid Business (Details) - Schedule of operating result of discontinued operations of the NFID business - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of operating result of discontinued operations of the NFID business [Abstract] | ||
Product sales, net | $ 119,405 | $ 40,923 |
Cost of sales | 103,824 | 182,426 |
Gross profit (loss) | 15,581 | (141,503) |
Total operating and other non-operating expenses | (270,501) | (229,745) |
Gain from sale of NFID business | 1,533 | |
Loss from discontinued operations | $ (253,367) | $ (371,248) |
Notes Receivable (Details)
Notes Receivable (Details) - USD ($) | Oct. 01, 2023 | Jun. 07, 2021 | Nov. 02, 2018 | Oct. 31, 2018 | Sep. 28, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | Sep. 30, 2018 |
Notes Receivable (Details) [Line Items] | |||||||||
Principal balance | $ 174,376 | ||||||||
Maturity date | Sep. 27, 2020 | ||||||||
Bad debt recovery | $ 148,500 | 9,000 | |||||||
Net bad debt expense | 165,376 | ||||||||
Bad debt recovery cash payment, description | On June 7, 2021, the Company and the investor, entered into a settlement agreement whereby both parties agreed to settle the remaining balance of this note receivable which was previously written off in year 2020 for a total settlement amount of $196,000 to be paid as follows; (i) an initial payment of $46,000 upon execution of the settlement agreement and (ii) $10,000 per month for fifteen months. | ||||||||
Collected settlement agreement | 148,500 | ||||||||
Remains collectible settlement agreement | 47,500 | ||||||||
Note receivable non-current amounted | 60,000 | ||||||||
Accrued interest receivable | 1,210 | ||||||||
Total receivable | 61,210 | ||||||||
Purchase Agreement [Member] | |||||||||
Notes Receivable (Details) [Line Items] | |||||||||
Principal balance | $ 50,000 | $ 200,000 | 146,500 | ||||||
Allowance for doubtful account and bad debt | 174,376 | ||||||||
Aggregate purchase price | 277,305 | ||||||||
Notes receivable purchase price | 30,000 | ||||||||
Interest receivable | $ 27,876 | ||||||||
Promissory Note Receivable Agreement [Member] | |||||||||
Notes Receivable (Details) [Line Items] | |||||||||
Principal balance | $ 50,000 | $ 200,000 | $ 50,000 | $ 100,000 | |||||
Remaining balance of promissory note receivable | $ 100,000 | ||||||||
Accrued interest rate | 6.00% | ||||||||
Allowance for doubtful account and bad debt | $ 50,000 | ||||||||
Promissory Note Receivable Agreement [Member] | Minimum [Member] | |||||||||
Notes Receivable (Details) [Line Items] | |||||||||
Accrued interest rate | 10.00% | ||||||||
Promissory Note Receivable Agreement [Member] | Maximum [Member] | |||||||||
Notes Receivable (Details) [Line Items] | |||||||||
Accrued interest rate | 18.00% | ||||||||
Forecast [Member] | |||||||||
Notes Receivable (Details) [Line Items] | |||||||||
Promissory note interest | 8.00% |
Notes Receivable (Details) - Sc
Notes Receivable (Details) - Schedule of notes receivable - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of notes receivable [Abstract] | ||
Principal amounts of notes receivable at beginning of the year | $ 220,000 | $ 250,000 |
Additional notes receivable in 2021 | 60,000 | |
Collections on notes receivables | (148,500) | (30,000) |
Less: allowance for doubtful accounts | (71,500) | (196,500) |
Total Notes receivable, net | 60,000 | 23,500 |
Less: notes receivable, net – current portion | (23,500) | |
Notes receivable – non-current | $ 60,000 |
Note Payable (Details)
Note Payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Note Payable (Details) [Line Items] | |||
Interest expense | $ 54 | $ 80 | |
Paycheck Protection Program [Member] | |||
Note Payable (Details) [Line Items] | |||
Received amount | $ 18,900 | ||
Interest rate | 1.00% | ||
Interest-bearing unsecured | 5.00% | ||
Principal amount | 18,900 | 18,900 | |
Accrued interest | 182 | $ 174 | |
Note payable | $ 19,082 |
Note Payable (Details) - Schedu
Note Payable (Details) - Schedule of interest expense - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of interest expense [Abstract] | ||
Principal amount | $ 18,900 | |
Less: current portion | (14,654) | |
Note payable - long term portion | $ 4,246 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | Apr. 14, 2021 | Feb. 09, 2021 | Aug. 03, 2020 | Apr. 18, 2020 | Apr. 15, 2020 | Jan. 18, 2021 | Apr. 28, 2020 | Apr. 17, 2020 | Apr. 15, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 10, 2021 | Jul. 06, 2020 | Nov. 30, 2019 | Apr. 30, 2013 |
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Authorized shares of preferred stock | 5,000,000 | 5,000,000 | |||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||
Converted preferred stock | 4,049 | 4,000 | |||||||||||||
Convertible common stock | 13,495,014 | 2,000,000 | 8,500,000 | ||||||||||||
Redemption value | $ 400,000 | ||||||||||||||
Exchange agreements, description | 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. Accordingly, there are no shares of Series B Preferred Stock issued and outstanding as of December 31, 2021 and 2020. | ||||||||||||||
Preferred stock conversion, description | 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. | ||||||||||||||
Warrants term | 5 years | ||||||||||||||
Exercise price | $ 0.3 | ||||||||||||||
Warrants period date | 180 days | ||||||||||||||
Subsequent financing, percentage | 50.00% | ||||||||||||||
Obligation percentage | 1.00% | ||||||||||||||
Placement agent warrants, description | pursuant to the terms of the offering, the Company issued 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. | ||||||||||||||
Risk free interest rate | 0.50% | ||||||||||||||
Expected dividend yield | 0.00% | ||||||||||||||
Expected term | 5 years | ||||||||||||||
Expected volatility | 169.00% | ||||||||||||||
Aggregate grant date fair value of placement agent warrants | $ 1,106,000 | ||||||||||||||
Shares of common stock | 12 | ||||||||||||||
Proceeds from issuance of common stock | $ 2,115,733 | ||||||||||||||
Subscription receivable | $ 2,000 | ||||||||||||||
Total Subscription Receivable Value | $ 77,644 | ||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||
Investor invested amount | $ 100,000 | ||||||||||||||
Subsequent financing, percentage | 50.00% | ||||||||||||||
Liquidity damage, description | 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%. | ||||||||||||||
Amortization of prepaid stock-based expense | $ 107,970 | $ 578,924 | |||||||||||||
Prepaid expenses and other current assets | 0 | 107,970 | |||||||||||||
Preferred stock value | |||||||||||||||
Deemed dividend | 69,000 | ||||||||||||||
Loss on debt extinguishment | (197,682) | ||||||||||||||
Convertible long term notes payables | $ 330,000 | ||||||||||||||
Warrants issued | 1,650,000 | ||||||||||||||
Aggregate number of common stock | 4,125,000 | ||||||||||||||
Preferred stock stated value | $ 0.08 | ||||||||||||||
Stock-based compensation | $ 83,728 | ||||||||||||||
Purchase agreement, description | the Company entered into pursuant to securities purchase agreements with certain investors pursuant to which it sold warrants to purchase up to 14,253,323 shares of the Company’s common stock and 4,276 shares of the Company’s 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, subject to adjustment. 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. In addition, pursuant to the terms of the offering, the Company issued the Placement Agent Warrants to purchase up to an aggregate of 2,850,664 shares of common stock to its placement agents, 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 (see Series C Convertible Preferred Stock Financing above). Such warrants issued to various investors and to the placement agents were recorded as additional paid in capital with an offsetting debit applied against additional paid in capital, thus these warrants have no further accounting effect within the equity section. | ||||||||||||||
Subscription Agreements [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Conversion price per share | $ 0.01 | ||||||||||||||
Shares of common stock | 7,764,366 | ||||||||||||||
Proceeds from issuance of common stock | $ 75,644 | ||||||||||||||
Subscription receivable | $ 2,000 | ||||||||||||||
Securities Purchase Agreements [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Shares of common stock | 29,993,750 | ||||||||||||||
Proceeds from issuance of common stock | $ 2,399,500 | ||||||||||||||
Common stock, par value | $ 0.08 | ||||||||||||||
Placement agent fees | $ 242,950 | ||||||||||||||
Other offering expenses | 118,460 | ||||||||||||||
Total net proceeds | $ 2,038,090 | ||||||||||||||
Advisory Agreements [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Shares of common stock | 5,117,343 | ||||||||||||||
Proceeds from issuance of common stock | $ 409,387 | ||||||||||||||
Common stock, par value | $ 0.08 | ||||||||||||||
Consulting Agreement [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Shares of common stock | 3,468,841 | ||||||||||||||
Proceeds from issuance of common stock | $ 277,508 | ||||||||||||||
Common stock, par value | $ 0.08 | ||||||||||||||
Employment Agreement [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Shares of common stock | 7,630,949 | ||||||||||||||
Proceeds from issuance of common stock | $ 610,476 | 610,476 | |||||||||||||
Common stock, par value | $ 0.08 | ||||||||||||||
Exchange Agreements [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Convertible promissory notes, description | the Company entered into Exchange Agreements with the holders of certain convertible promissory notes. 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 | ||||||||||||||
Loss on debt extinguishment | $ 198,000 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Authorized number of shares | 100,000,000 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Authorized number of shares | 500,000,000 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Warrants term | 5 years | ||||||||||||||
Exercise price | $ 0.2 | ||||||||||||||
Convertible promissory notes, description | 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. | ||||||||||||||
Loss on debt extinguishment | $ 198,000 | ||||||||||||||
Purchase of warrants shares | 250,000 | ||||||||||||||
Warrant, description | The warrants were valued on the grant date at approximately $0.33 per warrant for a total of $83,728 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.35 per share (based on the quoted trading price on the date of grant), volatility of 169%, expected term of five year, and a risk-free interest rate of 0.46%. | ||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Authorized shares of preferred stock | 1,000,000 | ||||||||||||||
Preferred stock, shares issued | 4,000 | ||||||||||||||
Convertible into shares of common stock | 2,000,000 | ||||||||||||||
Preferred stock value | $ 400,000 | ||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Authorized shares of preferred stock | 2,000 | 2,000 | 2,000 | ||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred stock conversion, description | 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. | ||||||||||||||
Preferred stock, shares issued | |||||||||||||||
Preferred stock value | |||||||||||||||
Aggregate number of common stock | |||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Authorized shares of preferred stock | 4,280 | 4,280 | 4,280 | ||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred stock, shares issued | 227 | ||||||||||||||
Preferred stock value | |||||||||||||||
Aggregate number of common stock | |||||||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Authorized shares of preferred stock | 4,280 | 4,280 | |||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||
Convertible preferred stock stated value | 1,000 | ||||||||||||||
Preferred stock outstanding, 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 the Company’s common stock after conversion, which beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%. | ||||||||||||||
Preferred stock, shares outstanding | 227 | ||||||||||||||
Series C Conversion Price [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Conversion price per share | $ 0.3 | ||||||||||||||
Series C Purchase Agreements [Member] | |||||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||||
Preferred stock conversion, 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 placement agent and other offering expenses of $481,898 which are offset against the proceeds in additional paid in capital. The offering closed on February 12, 2021. Accordingly, the Company recognized a total deemed dividend of $1,403,997 for the beneficial conversion feature in connection with the issuance of these Series C Convertible Preferred Stock. |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of stock options activities - Stock Options [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders’ Equity (Details) - Schedule of stock options activities [Line Items] | ||
Number of Options, balance beginning | 300,000 | 300,000 |
Weighted Average Exercise Price, balance beginning | $ 0.0001 | $ 0.0001 |
Weighted Average Remaining Contractual Term (Years), balance beginning | 4 years 6 months | |
Aggregate Intrinsic Value, balance beginning | $ 127,290 | $ 104,970 |
Number of Options, Granted/Issued/ Forfeited | ||
Weighted Average Exercise Price, Granted/Issued/ Forfeited | ||
Weighted Average Remaining Contractual Term (Years), Granted/Issued/ Forfeited | ||
Aggregate Intrinsic Value, Granted/Issued/ Forfeited | ||
Number of Options, balance ending | 300,000 | 300,000 |
Weighted Average Exercise Price, balance ending | $ 0.0001 | $ 0.0001 |
Weighted Average Remaining Contractual Term (Years), balance ending | 2 years 6 months | 3 years 6 months |
Aggregate Intrinsic Value, balance ending | $ 42,870 | $ 127,290 |
Number of Options, Exercisable, | 300,000 | |
Weighted Average Exercise Price, Exercisable | $ 0.0001 | |
Weighted Average Remaining Contractual Term (Years), Exercisable | 2 years 6 months | |
Aggregate Intrinsic Value, Exercisable | $ 42,870 |
Stockholders_ Equity (Detail_2
Stockholders’ Equity (Details) - Schedule of warrant activities - Warrants [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Number of Warrants, beginning balance | 2,225,000 | |
Weighted Average Exercise Price, beginning balance | $ 0.2 | |
Weighted Average Remaining Contractual Term (Years), beginning balance | 4 years 9 months 18 days | |
Aggregate Intrinsic Value, beginning balance | $ 337,750 | |
Number of Warrants, Forfeited | (2,225,000) | |
Weighted Average Exercise Price, Forfeited | $ 0.2 | |
Weighted Average Remaining Contractual Term (Years), Forfeited | ||
Aggregate Intrinsic Value, Forfeited | ||
Number of Warrants, ending balance | 17,353,987 | |
Weighted Average Exercise Price, ending balance | $ 0.31 | |
Weighted Average Remaining Contractual Term (Years), ending balance | 4 years 1 month 13 days | |
Aggregate Intrinsic Value, ending balance | ||
Number of Warrants, Exercisable | 17,353,987 | |
Weighted Average Exercise Price, Exercisable | $ 0.31 | |
Weighted Average Remaining Contractual Term (Years), Exercisable | 4 years 1 month 13 days | |
Aggregate Intrinsic Value, Exercisable | ||
Number of Warrants, Granted | 17,353,987 | |
Weighted Average Exercise Price, Granted | $ 0.31 | |
Weighted Average Remaining Contractual Term (Years), Granted | 4 years 1 month 13 days | |
Aggregate Intrinsic Value, Granted |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Company had a capital | $ 6,660,483 |
Net capital loss carryforward | 450,663 |
GainLossOnSaleOfCapitalLeasesNet | 6,209,820 |
Aggregate estimated net operating loss | $ 5,990,308 |
Description of Income Tax Description | The net loss carryforward up until 2017 in the amount of $470,204, will expire in 2037. Net loss carryforwards in the amount of $5,520,104 from 2018 onwards can be carried over indefinitely, subject to annual usage limits. |
Valuation allowance on deferred tax asset benefit, description | Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset benefit related to the U.S. net operating loss and capital loss carry forwards to reduce the asset to zero. |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of effective statutory rate and the provision for income taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of effective statutory rate and the provision for income taxes [Abstract] | ||
Income tax (benefit) liability at U.S. statutory rate of 21% | $ 819,786 | $ (637,879) |
Income tax (benefit) liability – state | 253,743 | (197,439) |
Permanent differences | (20,893) | 457,798 |
Change in valuation allowance | (1,027,760) | 377,520 |
Total provision for income tax | $ 24,876 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of deferred tax asset - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of deferred tax asset [Abstract] | ||
Net operating loss carryforward | $ 1,647,335 | $ 868,338 |
Net capital loss carryforward | (1,707,701) | 123,932 |
Total deferred tax asset (liability) before valuation allowance | (60,366) | 992,271 |
Valuation allowance | 35,490 | (992,271) |
Provision for income tax | 24,876 | |
Net deferred tax asset |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Concentrations (Details) [Line Items] | ||
Concentration risk percentage | 10.00% | 10.00% |
One Licensee [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk percentage | 100.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Sep. 01, 2021USD ($) | Jul. 06, 2021USD ($) | Jun. 02, 2021USD ($) | Apr. 12, 2021shares | Jan. 05, 2021USD ($) | Apr. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Jul. 31, 2020USD ($) | Apr. 17, 2020 | Dec. 31, 2021USD ($)shares | Dec. 31, 2021EUR (€) |
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Employment agreement, description | The Employment Agreement provided for a base salary of $120,000 and 7,630,949 of vested shares of the Company’s common stock in April 2020. In addition, Mr. Weisblum shall be eligible to earn a bonus, subject to the sole discretion of the Company’s Board of Directors (“Board”). | ||||||||||
License fee | $ 10,000 | $ 10,000 | |||||||||
Commercial sale term | 10 years | ||||||||||
License agreement expire | 15 years | ||||||||||
Sublicense income, description | The Company or Company affiliates shall pay to UMB a percentage of all income received from its sublicensee as follows: (i) 25% of the Company’s 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 the Company’s 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. | ||||||||||
License agreement, description | the Company shall pay UMB; (i) a license fee, (ii) certain event-based milestone payments (see below for payment terms), (iii) royalty payments depending on net revenues (see below for payment terms), 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 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 $25,000 license fee on February 17, 2021 which was recorded as prepaid expense and is being amortized over the 15-year term. The Company recognized amortization expense of $4,375 during the year ended December 31, 2021. At December 31, 2021, prepaid expense and other current assets – current amounted $5,000 and prepaid expense – non-current amounts $15,625 as reflected in the accompanying consolidated balance sheets. | ||||||||||
Royalty payments, description | (i)3% on sales of licensed products (as defined in the Master License Agreement) during the applicable calendar year for sales less than $50,000,000; and | ||||||||||
Recognized amortization expenses | $ 92,095 | ||||||||||
Payment of sponsored research amount | 838 | ||||||||||
Prepaid expenses | 11,034 | ||||||||||
Non-refundable cash payment | $ 500,000 | $ 500,000 | |||||||||
Net sale percentage | 2.00% | ||||||||||
Licensor share (in Shares) | shares | 500 | 500 | |||||||||
Aggregate of converted shares (in Shares) | shares | 625,000 | 625,000 | |||||||||
Revenue term | 15 years | 15 years | |||||||||
Number of voting shares (in Shares) | shares | 20,000 | ||||||||||
Reverse stock split vote, description | (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.Prior to the April 12, 2021 issuance of the common stock in lieu of the Series M Convertible Preferred Stock as discussed above, the Company valued the 500 Series M Convertible Preferred stock which was 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 recorded an equity investment of $531,250 (see Note 3) and deferred revenue of $531,250 to be recognized as revenues over the term of the license. | ||||||||||
Deferred revenue | $ 1,031,250 | ||||||||||
Cash received | 500,000 | ||||||||||
Securities received | 531,250 | ||||||||||
Recognized revenues | 68,750 | ||||||||||
Deferred revenue – current portion | 68,750 | ||||||||||
Revenue long term portion amounts | $ 893,750 | ||||||||||
Consideration fee payable percentage | 110.00% | ||||||||||
Upfront license fees | $ 50,000 | $ 50,000 | |||||||||
First commercial sale | 10 years | ||||||||||
Agreement shall expire | 15 years | ||||||||||
Recognized revenues | $ 2,514 | ||||||||||
Deferred revenue long-term | 44,134 | ||||||||||
Total fee | 507,602 | € 433,885 | |||||||||
Payment, description | the Company paid the first payment of $101,520 which was recorded to prepaid expense and other current assets – current of which approximately $22,318 was amortized in fiscal 2020. In September 2021, the Company notified Maastricht University of Netherlands for an early termination of this agreement. Maastricht University of Netherlands has not reached the second phase which is to obtain approval from ethical committee. The Company has no further obligation after the termination. During the year ended December 31, 2021, the Company amortized the remaining prepaid expense of $79,202. | ||||||||||
Sponsored study agreement, description | 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 the Sponsored Study Agreement and $40,737 upon completion of the project with an estimated project timeline of nine months. The Company paid $40,737 on January 13, 2021 which was recorded in prepaid expense to be amortized over the nine-month period. Currently, the project has not been completed due to the delays cause by the Covid-19 pandemic. During the year ended December 31, 2021, the Company fully amortized the prepaid expense of $40,737. | ||||||||||
Sublicense amount paid | $ 342,850 | ||||||||||
Sponsored research agreement, description | The Company paid the first payment of $40,000 pursuant to the payment schedule on the Sponsored Research Agreement on June 15, 2021, second payment of $40,000 on September 9, 2021 and $20,570 on November 18, 2021 which were recorded to prepaid expense and other current assets – current to be amortized over the two-year period. During the year ended December 31, 2021, the Company amortized $92,855 of the prepaid expense leaving a prepaid asset of $7,715 at December 31, 2021.Sponsored Research Agreement with University of Maryland, Baltimore On July 6, 2021, the Company and University of Maryland, Baltimore (“UMB”) entered into a sponsored research agreement (“July 2021 Sponsored Research Agreement”) pursuant to which UMB shall evaluate the pharmacokinetics of dexamethasone delivered to arthritic rats via liposome. The research pursuant to the July 2021 Sponsored Research Agreement shall commence on September 1, 2021 and will continue until the substantial completion thereof, subject to renewal upon written consent of the parties. The July 2021 Sponsored Research Agreement may be terminated by either party upon 30 days’ prior written notice to the other party. In addition, if either party commits any material breach of or defaults with respect to any terms or conditions of the July 2021 Sponsored Research Agreement and fails to remedy such default or breach within 10 business days after written notice from the other party, the party giving notice may terminate the July 2021 Sponsored Research Agreement as of the date of receipt of such notice by the other party. If the Company terminates the July 2021 Sponsored Research Agreement for any reason other than an uncured material breach by UMB, the Company shall relinquish any and all rights it may have in the Results (as defined in the July 2021 Sponsored Research Agreement) to UMB. In addition, if the July 2021 Sponsored Research Agreement is terminated early, the Company, among other things, will pay all costs incurred and accrued by UMB as of the date of termination. Pursuant to the terms of the July 2021 Sponsored Research Agreement, UMB granted the Company an option (the “Option”) to negotiate and obtain an exclusive license to any UMB Arising IP (as defined in the July 2021 Sponsored Research Agreement) and UMB’s rights in any Joint Arising IP (as defined in the July 2021 Sponsored Research Agreement) (collectively, the “UMB IP”). The Company may exercise the Option by giving UMB written notice within 60 days after it receives notice from UMB of the UMB IP. Pursuant to the July 2021 Sponsored Research Agreement, the Company shall pay UMB the fees below: Payment 1 $ 92,095 Upon execution of the July 2021 Sponsored Research Agreement 2 $ 92,095 Six months after the start of project work as outlined in the July 2021 Sponsored Research Agreement 3 $ 92,095 Upon completion of the project work as outlined in the July 2021 Sponsored Research Agreement The Company paid the first payment of $92,095 on September 1, 2021 which was recorded to prepaid expense and other current assets – current to be amortized over the estimated project timeline of twelve months. During the year ended December 31, 2021, the Company fully amortized the prepaid expense of $92,095. Sponsored Research Agreement with Columbia University On October 1, 2021, the Company entered into a sponsored research agreement with Columbia University pursuant to which the Company has been granted an option to license certain assets currently under development, including Alzheimer’s disease. The term of the option will commence on the effective date of this agreement and will expire upon the earlier of (i) 90 days after the date of the Company’s receipt of a final research report for each specific research proposal as defined in the agreement or (ii) termination of the research. If the Company elects to exercise the option, both parties will commence negotiation of a license agreement and will execute a license agreement no later than 3 months after the dated of the exercise of the option. Columbia University and the Company will work towards developing a therapeutic treatment for patients suffering from Alzheimer’s disease to post-traumatic stress disorder. During a one-year period from the date of this agreement, the Company shall pay a total of $1,436,082 to Columbia University for the support of the research according to the payment schedule as follows: (i) 30% at signing, (ii) 30% at four and half months after the start of the project, (iii) 30% at nine months after the start of the project and, (iv)10% at completion of the project. The Company paid the first payment of $430,825 in November 2021 which was recorded to prepaid expense and other current assets – current to be amortized over the estimated project timeline of twelve months. During the year ended December 31, 2021, the Company amortized $359,021 of the prepaid expense | ||||||||||
Prepaid expense leaving a prepaid asset | $ 241,091 | 145,324 | |||||||||
Company paid cash | $ 92,095 | 5,000 | |||||||||
Payment of university | $ 5,000 | ||||||||||
Columbia University [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Sponsored research agreement, description | If the Company elects to exercise the option, both parties will commence negotiation of a license agreement and will execute a license agreement no later than 3 months after the dated of the exercise of the option. Columbia University and the Company will work towards developing a therapeutic treatment for patients suffering from Alzheimer’s disease to post-traumatic stress disorder. During a one-year period from the date of this agreement, the Company shall pay a total of $1,436,082 to Columbia University for the support of the research according to the payment schedule as follows: (i) 30% at signing, (ii) 30% at four and half months after the start of the project, (iii) 30% at nine months after the start of the project and, (iv)10% at completion of the project. The Company paid the first payment of $430,825 in November 2021 which was recorded to prepaid expense and other current assets – current to be amortized over the estimated project timeline of twelve months. During the year ended December 31, 2021, the Company amortized $359,021 of the prepaid expense. As of December 31, 2021, prepaid expense related to the sponsored research agreement was $71,804. | ||||||||||
Prepaid expense leaving a prepaid asset | $ 7,715 | ||||||||||
Master License Agreement [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Upfront license fees | 1,900,000 | ||||||||||
Sublicense Agreement [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Deferred revenue – current portion | $ 3,352 | ||||||||||
JV Agreement [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Pursuant terms, description | (A) the Company shall contribute (1) $225,000 and (2) its expertise and the expertise of its science advisory board and (B) ZTI shall contribute (1) certain rights to certain of its patented technology as set forth in the JV Agreement, (2) a license to the know-how and trade secrets with respect to its Z-pod™ technology for the loading and release of ketamine, (3) ketamine to be used for clinical purposes, (4) reasonable use of its facilities and permits and (5) its expertise and know-how. Pursuant to the JV Agreement, 51% of the interest in the Joint Venture shall initially be owned by the Company and 49% of the interest in the Joint Venture shall initially be owned by ZTI, subject to adjustment in the event of additional contributions by either party. Notwithstanding the foregoing, in no event shall either party own more than 60% of the interest in the Joint Venture. | ||||||||||
Sublicense Agreement [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Sublicense income, percentage | 25.00% | ||||||||||
Sublicense agreement amount paid | $ 12,500 | ||||||||||
Recognized amortization expenses | $ 628 | ||||||||||
Minimum [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Salary was increased | 120,000 | ||||||||||
Maximum [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Salary was increased | $ 180,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of milestone payments | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Payment One [Member] | |
Commitments and Contingencies (Details) - Schedule of milestone payments [Line Items] | |
Milestone | Filing of an Investigational New Drug (or any foreign equivalent) for a Licensed Product |
Payment | $ 50,000 |
Payment Two [Member] | |
Commitments and Contingencies (Details) - Schedule of milestone payments [Line Items] | |
Milestone | Dosing of first patient in a Phase 1 Clinical Trial of a Licensed Product |
Payment | $ 100,000 |
Payment Three [Member] | |
Commitments and Contingencies (Details) - Schedule of milestone payments [Line Items] | |
Milestone | Dosing of first patient in a Phase 2 Clinical Trial of a Licensed Product |
Payment | $ 250,000 |
Payment Four [Member] | |
Commitments and Contingencies (Details) - Schedule of milestone payments [Line Items] | |
Milestone | Receipt of New Drug Application (“NDA”) (or foreign equivalent) approval for a Licensed Product |
Payment | $ 500,000 |
Payment Five [Member] | |
Commitments and Contingencies (Details) - Schedule of milestone payments [Line Items] | |
Milestone | Achievement of First Commercial Sale of Licensed Product |
Payment | $ 1,000,000 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of UMB minimum royalty payments | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Payment One [Member] | |
Commitments and Contingencies (Details) - Schedule of UMB minimum royalty payments [Line Items] | |
Year | Prior to First Commercial Sale |
Payment | |
Payment Two [Member] | |
Commitments and Contingencies (Details) - Schedule of UMB minimum royalty payments [Line Items] | |
Year | Year of First Commercial Sale |
Payment | |
Payment Three [Member] | |
Commitments and Contingencies (Details) - Schedule of UMB minimum royalty payments [Line Items] | |
Year | First calendar year following the First Commercial Sale |
Payment | $ 25,000 |
Payment Four [Member] | |
Commitments and Contingencies (Details) - Schedule of UMB minimum royalty payments [Line Items] | |
Year | Second calendar year following the First Commercial Sale |
Payment | $ 25,000 |
Payment Five [Member] | |
Commitments and Contingencies (Details) - Schedule of UMB minimum royalty payments [Line Items] | |
Year | Third calendar year following the First Commercial Sale |
Payment | $ 100,000 |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of exclusive of value added tax to be amortized | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | |
Payment One [Member] | ||
Commitments and Contingencies (Details) - Schedule of exclusive of value added tax to be amortized [Line Items] | ||
Payment | $ 101,520 | € 86,777 |
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 Two [Member] | ||
Commitments and Contingencies (Details) - Schedule of exclusive of value added tax to be amortized [Line Items] | ||
Payment | $ 101,520 | € 86,777 |
Payment description | Obtained approval from ethical committee | Obtained approval from ethical committee |
Payment Three [Member] | ||
Commitments and Contingencies (Details) - Schedule of exclusive of value added tax to be amortized [Line Items] | ||
Payment | $ 101,520 | € 86,777 |
Payment description | Data collection has commenced | Data collection has commenced |
Payment Four [Member] | ||
Commitments and Contingencies (Details) - Schedule of exclusive of value added tax to be amortized [Line Items] | ||
Payment | $ 152,281 | € 130,166 |
Payment description | First half of the participants are tested | First half of the participants are tested |
Payment Five [Member] | ||
Commitments and Contingencies (Details) - Schedule of exclusive of value added tax to be amortized [Line Items] | ||
Payment | $ 50,760 | € 43,885 |
Payment description | Completion of data collection and delivery of final report | Completion of data collection and delivery of final report |
Commitments and Contingencies_6
Commitments and Contingencies (Details) - Schedule of shall pay UMB | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Payment One [Member] | |
Commitments and Contingencies (Details) - Schedule of shall pay UMB [Line Items] | |
Payment | $ 92,095 |
Payment description | Upon execution of the July 2021 Sponsored Research Agreement |
Payment Two [Member] | |
Commitments and Contingencies (Details) - Schedule of shall pay UMB [Line Items] | |
Payment | $ 92,095 |
Payment description | Six months after the start of project work as outlined in the July 2021 Sponsored Research Agreement |
Payment Three [Member] | |
Commitments and Contingencies (Details) - Schedule of shall pay UMB [Line Items] | |
Payment | $ 92,095 |
Payment description | Upon completion of the project work as outlined in the July 2021 Sponsored Research Agreement |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - shares | Mar. 11, 2022 | Jan. 27, 2022 |
Subsequent Events (Details) [Line Items] | ||
Total shares of common stock | 53,859,947 | |
Reverse stock split | pursuant to which the shares of common stock would be combined and reclassified into one share of common stock at a ratio within the range from 1-for-5 up to 1-for-50 (the “Reverse Stock Split”), provided that, (X) that the Company shall not effect Reverse Stock Splits that, in the aggregate, exceeds 1-for-50, and (Y) any Reverse Stock Split is completed no later than the first anniversary of the record date of the Special Meeting, or February 8, 2023. | |
Kuo Employment Agreement [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Annual salary amount | $30,000 | |
Subsequent event, description | the Company and Dr. James Kuo entered into an employment agreement (“Kuo Employment Agreement”) for Dr. Kuo to serve as the Vice President of Research & Development. The Kuo Employment Agreement shall be effective as of the date of the agreement and shall automatically renew for a period of one year at every anniversary of the effective date, with the same terms and conditions, unless either party provides written notice of its intention not to extend the term of the Kuo Employment Agreement at least thirty days’ prior to the applicable renewal date. Dr. Kuo shall be paid an annual base salary of $30,000. For each twelve-month period of his employment, Dr. Kuo shall be entitled to a bonus whereby amount and terms shall be in the sole and absolute discretion of the Board of Directors (“Board”) and shall be payable at the Company’s sole option in stock or in cash. In addition, an aggregate of 800,000 incentive stock options was granted to Dr. Kou, at an exercise price equal to the closing price of the Company’s common stock on the date of grant (“ISOs”) as follows: (i) 300,000 ISOs (“Initial Options”), issued under the Company’s 2020 Equity Incentive Plan (“2020 Plan”) which vest immediately, and (ii) an additional 500,000 ISOs (“Additional Options”), issued under the 2020 Plan which shall vest ratably over two successive equal quarterly installments over the subsequent one year period as follows: 250,000 ISOs shall vest at 9 months, and 12 months following the effective date of the Kuo Employment Agreement, which underlying Additional Options shall be exercisable immediately upon the applicable vesting date.On January 28, 2022, the Company and University of Maryland, Baltimore (“UMB”) entered into a second amendment to the commercial evaluation and license agreement dated February 26, 2021 (“Second Amendment”) (see Note 10 - University of Maryland, Baltimore - License Agreement for Development and Use of Joint-Homing Peptides). The Second Amendment to extend the term of the original license agreement until December 31, 2022. |