Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 24, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54933 | |
Entity Registrant Name | IMMUNE THERAPEUTICS, INC. | |
Entity Central Index Key | 0001559356 | |
Entity Tax Identification Number | 59-3226705 | |
Entity Incorporation, State or Country Code | FL | |
Entity Address, Address Line One | 2431 Aloma Ave | |
Entity Address, Address Line Two | Suite 124 | |
Entity Address, City or Town | Winter Park | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32792 | |
City Area Code | 888 | |
Local Phone Number | 613-8802 | |
Title of 12(b) Security | None | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 71,079,143 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 271,533 | $ 493,885 |
Investment in common stock | 2,645,000 | |
Total current assets | 271,533 | 3,138,885 |
Total assets | 271,533 | 3,138,885 |
Current Liabilities: | ||
Accounts payable | 1,431,373 | 2,184,848 |
Notes payable | 1,077,202 | 3,070,208 |
Due to related parties | 1,180,250 | 891,420 |
Accrued payroll | 2,639,619 | 3,421,176 |
Accrued liabilities | 307,518 | 239,558 |
Accrued interest | 205,201 | 564,300 |
Undocumented investor advances | 715,631 | |
Total current liabilities | 6,841,163 | 11,087,141 |
Total liabilities | 6,841,163 | 11,087,141 |
Commitments and Contingencies | ||
Stockholders’ Deficit: | ||
Common stock – par value $0.0001; 750,000,000 shares authorized; 20,353,893 and 483,714 shares issued and outstanding respectively | 2,035 | 49 |
Additional paid in capital | 373,614,147 | 371,473,810 |
Stock issuances due | 10,303 | 10,303 |
Accumulated deficit | (380,196,115) | (379,432,418) |
Total stockholders’ deficit | (6,569,630) | (7,948,256) |
Total liabilities and stockholders’ deficit | $ 271,533 | $ 3,138,885 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 20,353,893 | 483,714 |
Common stock, shares outstanding | 20,353,893 | 483,714 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating expenses | ||||
Selling, general and administrative | $ 292,117 | $ 185,284 | $ 473,733 | $ 324,016 |
Research and development expense | 3,974 | 152,667 | ||
Total operating expense | (292,117) | (189,258) | (473,733) | (476,683) |
Income (loss) from operations | (292,117) | (189,258) | (473,733) | (476,683) |
Other income (expense): | ||||
Gain on issuance of license agreement | 3,165,151 | 3,165,151 | ||
Gain on settlement of obligations | 297,579 | 108,693 | 297,579 | 108,693 |
Charge resulting from warrant modification and debt settlement | (1,011,625) | (1,011,625) | ||
Impairment loss investment in common stock | (362,250) | (2,645,000) | ||
Interest expense | (3,885) | (32,131) | (96,069) | (132,535) |
Gain on derivative liability valuation | 1,178,230 | |||
Total other expense | 2,084,970 | 76,562 | (289,964) | 1,154,388 |
Net income (loss) income | 1,792,853 | (112,696) | (763,697) | 677,705 |
Net income (loss) attributable to common stockholders | $ 1,792,853 | $ (112,696) | $ (763,697) | $ 677,705 |
Basic income (loss) income per share attributable to common stockholders | $ 2.57 | $ (0.23) | $ (1.29) | $ 1.41 |
Diluted income (loss) earnings per share attributable to common stockholders | $ 0.23 | $ (0.23) | $ (1.29) | $ 0.05 |
Basic weighted average number of shares outstanding | 696,752 | 481,906 | 590,822 | 480,115 |
Diluted weighted average number of shares outstanding | 7,804,548 | 481,906 | 590,822 | 13,874,667 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity/(Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock To Be Issued [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 48 | $ 371,341,120 | $ 10,303 | $ (383,018,452) | $ (11,666,981) |
Beginning balance, shares at Dec. 31, 2020 | 476,504 | ||||
Issuance of common stock upon conversion of notes and obligations | $ 1 | 56,479 | 56,480 | ||
Issuance of common stock upon conversion of notes and obligations, shares | 5,402 | ||||
Extinguishment of derivative liability upon conversion of debt | 76,211 | 76,211 | |||
Net income | 677,705 | 677,705 | |||
Ending balance, value at Jun. 30, 2021 | $ 49 | 371,473,810 | 10,303 | (382,340,747) | (10,856,585) |
Ending balance, shares at Jun. 30, 2021 | 481,906 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 49 | 371,473,810 | 10,303 | (379,432,418) | (7,948,256) |
Beginning balance, shares at Dec. 31, 2021 | 483,714 | ||||
Issuance of common stock upon conversion of notes and obligations | $ 726 | 479,174 | 479,900 | ||
Issuance of common stock upon conversion of notes and obligations, shares | 7,255,660 | ||||
Net income | (763,697) | (763,697) | |||
Issuance of common stock for services | $ 4 | 2,470 | 2,474 | ||
Issuance of common stock for services, shares | 49,500 | ||||
Issuance of common stock upon warrant exercise | $ 1,256 | 647,068 | 648,324 | ||
Issuance of common stock upon warrant exercise, shares | 12,565,000 | ||||
Charge resulting from warrant modification | 1,011,625 | 1,011,625 | |||
Ending balance, value at Jun. 30, 2022 | $ 2,035 | $ 373,614,147 | $ 10,303 | $ (380,196,115) | $ (6,569,630) |
Ending balance, shares at Jun. 30, 2022 | 20,353,874 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net (loss) income | $ 1,792,853 | $ (112,696) | $ (763,697) | $ 677,705 |
Adjustments to reconcile net income to net cash flows (used in) operating activities: | ||||
Gain on issuance of license agreement | (3,165,151) | (3,165,151) | ||
Gain on settlement of obligations | (297,579) | (108,693) | ||
Impairment loss on investment in common stock | 2,645,000 | |||
Charge resulting from warrant modification | 1,011,625 | 1,011,625 | ||
Change in value of derivative | (1,178,230) | |||
Amortization of debt discount | 34,789 | |||
Changes in operating assets and liabilities: | ||||
Deposits | 200 | |||
Accounts payable | (146,811) | 130,053 | ||
Accrued payroll | 4,620 | (24,834) | ||
Net due to related parties | 231,091 | |||
Accrued interest | 83,265 | 97,746 | ||
Accrued liabilities | 67,960 | 13,418 | ||
Net cash (used in) operating activities | (560,768) | (126,755) | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from undocumented investor advances | 6,369 | 140,000 | ||
Proceeds from related parties | 332,047 | |||
Net cash provided by financing activities | 338,416 | 140,000 | ||
Net increase in cash and cash equivalents | (222,352) | 13,245 | ||
Cash and cash equivalents at beginning of period | 493,885 | 9,971 | ||
Cash and cash equivalents at end of period | $ 271,533 | $ 23,216 | 271,533 | 23,216 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES: | ||||
Conversion of debt and accrued interest to common stock | 1,128,224 | 56,480 | ||
Reclassification to notes payable from accrued interest | $ 243,568 |
Company Overview
Company Overview | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company Overview | 1. Company Overview Immune Therapeutics Inc. (the “Company” or “IMUN”) is a Florida corporation trading on the OTC-Pink. The Company is a drug development and commercialization company. We identify, evaluate, and seek to acquire technologies in the medical device and drug development sectors with the intent to further develop them and move them to commercialization. Going Concern As of June 30, 2022, the Company had $ 271,533 6,569,630 763,697 677,705 Historically, the Company has relied on the funding of operations through private equity financings and management expects operating losses and negative cash flows to continue at more significant levels in the future. As the Company continues to incur losses, transition to profitability is dependent upon the successful development, approval, and commercialization of product candidates as they become available and the achievement of a level of revenues adequate to support the Company’s cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional cash. Management intends to fund future operations through additional private or public debt or equity offerings and may seek additional capital through arrangements with strategic partners or from other sources. Working capital on June 30, 2022 is not sufficient to meet the cash requirements to fund planned operations through the next twelve months without additional sources of cash. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. Management is continuing to develop strategies to re-capitalize the Company and position it for future growth. Key steps to this process include: ● Improve the condition of the balance sheet via license arrangements and capital infusions. ● Identify and acquire late-stage assets for commercialization. ● Build out operational infrastructure to generate revenue opportunities to grow shareholder value. There can be no guarantees that the Company will be successful in securing adequate capital to continue operations and in identifying and acquiring assets for future development. If the Company is unable to secure new working capital, other alternative strategies will be required. Historically, the Company has been able to acquire and develop assets, spin them out and retain both an equity stake and royalties and milestone payments. In so doing, the Company has acted as an incubator for late-stage drug development. Management believes that this strategy can continue to be successful. At this time, the Company is reviewing several opportunities which it may pursue as soon as funding is available. At present no definitive actions have been taken. There can be no guarantees that the Company will be successful in: ● Executing its restructuring plan; ● Securing adequate capital to continue operations; or ● Identifying and acquiring assets for future development. Company History Immune Therapeutics, Inc. (the “Company” or “IMUN”) was initially incorporated in Florida on December 2, 1993, as Resort Clubs International, Inc. (“Resort Clubs”). It was formed to manage and market golf course properties in resort markets throughout the United States. Galliano International Ltd. (“Galliano”) was incorporated in Delaware on May 27, 1998 and began trading in November 1999 through the filing of a 15C-211. On November 10, 2004, Galliano merged with Resort Clubs. Resort Clubs was the surviving corporation. On August 23, 2010, Resort Clubs changed its name to pH Environmental Inc. (“pH Environmental”). On April 23, 2012, pH Environmental completed a name change to TNI BioTech, Inc., and on April 24, 2012, we executed a share exchange agreement for the acquisition of all the outstanding shares of TNI BioTech IP, Inc. On September 4, 2014, a majority of our shareholders approved an amendment to our Amended and Restated Articles of Incorporation, as amended, to change our name to Immune Therapeutics, Inc. We filed our name change amendment with the Secretary of State of Florida on October 27, 2014, changing our name to Immune Therapeutics, Inc. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2021 (including the notes thereto) set forth in the Company’s Annual Report on Form 10- K for that period. Use of Estimates The preparation of the Company’s financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from such estimates. Cash, Cash Equivalents, and Short-Term Investments The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposits, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value . Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company is exposed to credit risk, subject to federal deposit insurance, in the event of a default by the financial institutions holding its cash and cash equivalents to the extent of amounts recorded on the condensed consolidated balance sheets. The cash accounts are insured by the Federal Deposit Insurance Corporation up to $ 250,000 Segment and Geographic Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment and does not segment the business for internal reporting or decision making. Fair Value of Financial Instruments In accordance with the reporting requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 825, “ Financial Instruments” Cash, cash equivalents and accounts payable are accounted for at cost which approximates fair value due to the relatively short maturity of these instruments. The carrying value of the Company’s investment in the common stock of Statera BioPharma, Inc. (“STAB”) has been measured based on the quoted per share price as reported on NASDAQ and reflects an impairment loss as of June 30, 2022. The carrying value of notes payable approximate fair value since they bear market rates of interest and other terms. None of these instruments are held for trading purposes. Research and Development Costs Research and development costs are charged to expense as incurred and are typically comprised of expenses associated with advancing the commercialization of our technologies. The Company did not incur any research and development costs during the six months ended June 30, 2022. Income Taxes The Company follows ASC Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The standard addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Topic 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of June 30, 2022 and 2021, the Company does not have a liability for unrecognized tax uncertainties. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of June 30, 2022, and 2021, the Company does not have any interest or penalties related to uncertain tax positions. Stock-Based Compensation and Issuance of Stock for Non-Cash Consideration The Company did not grant any stock-based compensation awards during the six months ended June 30, 2022 and 2021. The Company measures and recognizes compensation expense for share-based awards based on estimated fair values equaling either the market value of the shares issued, or the value of consideration received, whichever is more readily determinable. Generally, the non-cash consideration pertains to services rendered by consultants and others and has been valued at the fair value of the Company’s common stock at the date of the agreement. The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC Topic 718, “ Compensation-Stock Compensation Net Income per Share For the six-month period ended June 30, 2022, basic and diluted net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. For the three-month period ended June 30, 2022, basic net income per share is calculated by dividing the net income attributable to common shareholders by the weighted average number of common shares outstanding for the quarter using the treasury-stock method and the if-converted method. A reconciliation for the three- and six-month periods ended June 30, 2022 of the weighted average shares outstanding used in basic and diluted earnings per share computation is as follows: Schedule of Basic and Diluted Earnings per Share For the three months ended June 30, 2022 Net Income Weighted Average Per Share Basic EPS Income available to common stockholders $ 1,792,853 696,752 $ 2.57 Diluted EPS Assumed exercise of outstanding warrants 6,954,432 Assumed conversion of convertible notes 153,364 Income attributed to common stockholders 7,804,548 $ 0.23 For the six months ended June 30, 2022 Basic EPS Loss attributed to common stockholders $ (763,697 ) 590,822 $ (1.29 ) Diluted EPS (1.29 ) Recent Accounting Standards The Company has reviewed the accounting pronouncements issued by the Financial Accounting Standards Board during the six months ended June 30, 2022. In August 2020, the FASB issued ASU-2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contract in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon the adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. ASU 2020-06 will reduce the issue discount and result in less non-cash interest in the financial statements. ASU 2020-06 revises the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. The type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. ASU 2020-06 simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 23, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year. The Company has adopted ASU 2020-06 effective January 1, 2022. (See Note 4) Management does not believe there are other significant accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. |
Investment in Common Stock of S
Investment in Common Stock of Statera BioPharma, Inc. | 6 Months Ended |
Jun. 30, 2022 | |
Investment Company [Abstract] | |
Investment in Common Stock of Statera BioPharma, Inc. | Note 3. Investment in Common Stock of Statera BioPharma, Inc. In 2021, Cytocom, Inc., a former subsidiary of the Company (“Cytocom”), announced the completion of its merger with Cleveland BioLabs, Inc. (“CBLI”) which resulted in the Company’s receipt of 1,150,000 The Company evaluated the carrying value of the STAB common shares during the three-month period ended June 30, 2022 and determined that an impairment loss of $ 362,250 362,250 |
Notes payable
Notes payable | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Notes payable | 4. Notes payable During the three-month period ended June 30, 2022 the Company reported the following activity in notes and accrued interest: ● The Company assigned $ 1,775,275 264,790 2,235,000 15% ● Certain note holders utilized $ 302,000 29,503 0.05 ● Certain note holders converted $ 605,345 209,610 0.05 ● The Company issued $ 246,357 0.05 Notes outstanding as of June 30, 2022 and December 31, 2021 are as follows: Schedule of Notes Payable June 30, 2022 December 31, 2021 Promissory notes issued between December 2014 and January 2015. Lender earns interest at 10 36 $ 33,500 $ 70,000 Promissory notes issued between May 2015 and June 2016 and matured between February 2017 and November 2018 2 10 $ - 149,500 Promissory notes were issued in 2016. The notes accrue interest at 2 November 2017 and December 2017 $ 50,000 606,500 Promissory notes were issued in 2017 accrue interest at 2 January 2018 and September 2018 $ - 205,000 Promissory notes were issued in 2017 accrue interest at 2 May 2018 $ - 150,000 Promissory notes were issued in 2017 accrue interest at 2 August 2018 and September 2018 $ 36,218 116,800 Promissory notes were issued in 2017 accrue interest at 2 $ - 105,500 Promissory notes were issued in the 2018 accrue interest at 2 May 2018 and January 2019 $ - 47,975 Promissory notes were issued in 2018 accrue interest at 2 July 2018 and October 2018 1,000 5,000 5 $ - 65,000 Promissory notes were issued in 2018. The notes accrue interest at 2 August 2019 and January 2019 60,000 500,000 0.05 $ - 118,000 Promissory notes were issued in 2018. The notes accrue interest at 2 January 2019 and November 2019 $ 178,605 323,855 Promissory note was issued to a related party in the first quarter of 2019. The note accrues interest at 2 July 2019 4,600 5 $ 23,000 23,000 Promissory note was issued in the first quarter of 2019. The note accrues interest at 6 February 2020 $ 231,478 231,478 Promissory note was issued in the second quarter of 2019 accrues interest at 2 July 2019 10,000 5 $ - 10,000 Promissory note issued in October 2019 for the settlement of outstanding debt in the same amount. The note accrues interest at 15 1,875 April 30, 2021 $ 150,000 150,000 Promissory note issued in the third quarter of 2020 accrues interest at 12 August 2021 5,402 - 53,000 Promissory note accrue interest at 5 $ 174,400 697,600 Convertible promissory note accrues interest at 6% 0.05 June 2022 200,000 - Notes payable $ 1,077,201 $ 3,070,208 At June 30, 2022, the Company had $ 419,718 |
Capital Structure _ Common Stoc
Capital Structure – Common Stock and Stock Purchase Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Capital Structure – Common Stock and Stock Purchase Warrants | 5 Capital Structure – Common Stock and Stock Purchase Warrants Each holder of common stock is entitled to vote on all matters and is entitled to one vote for each share held. No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock or any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend. Stock Warrants On June 29, 2022, the Company’s board of directors approved a resolution to clarify the anti-dilution protection granted to certain note and warrant holders. In connection with this board action, the Company recognized a non-cash charge of $ 1,011,625 Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Expected term (years) 0 .63 Risk free rate 2.04 % Volatility 436 % Dividend yield - The average risk-free interest rate is based on the U.S. Treasury security rate in effect on June 29, 2022. We determined expected volatility using the historical closing stock price. The expected life was determined using the simplified method as we do not believe we have sufficient historical warrant exercise experiences on which to base the expected term. Warrant holders exercised 12,565,000 31,899 The following is a summary of outstanding common stock warrants as of June 30, 2022. Schedule of Outstanding Common Stock Warrant Expiration Date Number of Shares Exercise Price Remaining Life (years) Third Quarter 2022 1,650 $ 50 100 0.25 Fourth Quarter 2022 9,811 $ 80 290 0.50 First Quarter 2023 1,004,000 $ 0.05 40 0.75 Second Quarter 2023 2,000 $ 200 1.00 Third Quarter 2023 1,701,500 $ 0.05 100 1.25 Fourth Quarter 2023 2,249,300 $ 0.05 2 1.50 First Quarter 2024 2,460,000 $ 0.05 1.75 Third Quarter 2028 3,000 $ 70 6.25 Second Quarter 2032 28,995 $ 10 70 10 7,460,257 $ 0.05 290 Following is a summary of stock warrant activity for the six months ended June 30 2022: Schedule of Outstanding Stock Warrants Number of Shares Exercise Price Weighted Average Price Warrants as of December 31, 2021 20,057,156 $ 2 290 $ 5.21 Issued - $ - $ - Expired and forfeited (31,899 ) $ 200 $ 9.22 Exercised (12,565,000 ) $ - $ - Warrants as of June 30, 2022 7,460,257 $ 0.05 290 $ 5.52 |
Income Taxes _ Results of Opera
Income Taxes – Results of Operations | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes – Results of Operations | 6. Income Taxes – Results of Operations There was no income tax expense reflected in the results of operations for the periods ended June, 2022 and 2021 because the Company has significant net loss operating carryforwards available to offset the potential tax liabilities. Our tax rate can be affected by recurring items, such as tax rates in foreign jurisdictions and the relative amount of income we earn in jurisdictions. It may also be affected by discrete items that may occur in any given year but are not consistent from year to year. For U.S. federal purposes the corporate statutory income tax rate was 21 ASC Topic 740 requires that a valuation allowance be provided if it is more likely than not that some portion or all a deferred tax asset will not be realized. The Company’s ability to realize the benefit of its deferred tax asset will depend on the generation of future taxable income. Because the Company has yet to recognize revenue, we believe that the full valuation allowance should be provided. |
License Agreement with Forte An
License Agreement with Forte Animal Health, Inc. | 6 Months Ended |
Jun. 30, 2022 | |
License Agreement With Forte Animal Health Inc. | |
License Agreement with Forte Animal Health, Inc. | 7. License Agreement with Forte Animal Health, Inc. On July 8, 2021 the Company entered into an amended license agreement with Forte Animal Health, Inc (“Forte”). The initial license fee included the assignment of certain Company defaulted notes and other vendor and employee obligations. During the second quarter of 2022, these debtors associated with the assigned obligations completed the assignment of $ 1,775,275 264,790 1,125,086 In connection with the amended license agreement, Forte issued 2,235,000 15% |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. Subsequent Events The Company issued 50,731,896 0.05 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2021 (including the notes thereto) set forth in the Company’s Annual Report on Form 10- K for that period. |
Use of Estimates | Use of Estimates The preparation of the Company’s financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from such estimates. |
Cash, Cash Equivalents, and Short-Term Investments | Cash, Cash Equivalents, and Short-Term Investments The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposits, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value . |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company is exposed to credit risk, subject to federal deposit insurance, in the event of a default by the financial institutions holding its cash and cash equivalents to the extent of amounts recorded on the condensed consolidated balance sheets. The cash accounts are insured by the Federal Deposit Insurance Corporation up to $ 250,000 |
Segment and Geographic Information | Segment and Geographic Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment and does not segment the business for internal reporting or decision making. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments In accordance with the reporting requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 825, “ Financial Instruments” Cash, cash equivalents and accounts payable are accounted for at cost which approximates fair value due to the relatively short maturity of these instruments. The carrying value of the Company’s investment in the common stock of Statera BioPharma, Inc. (“STAB”) has been measured based on the quoted per share price as reported on NASDAQ and reflects an impairment loss as of June 30, 2022. The carrying value of notes payable approximate fair value since they bear market rates of interest and other terms. None of these instruments are held for trading purposes. |
Research and Development Costs | Research and Development Costs Research and development costs are charged to expense as incurred and are typically comprised of expenses associated with advancing the commercialization of our technologies. The Company did not incur any research and development costs during the six months ended June 30, 2022. |
Income Taxes | Income Taxes The Company follows ASC Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The standard addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Topic 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of June 30, 2022 and 2021, the Company does not have a liability for unrecognized tax uncertainties. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of June 30, 2022, and 2021, the Company does not have any interest or penalties related to uncertain tax positions. |
Stock-Based Compensation and Issuance of Stock for Non-Cash Consideration | Stock-Based Compensation and Issuance of Stock for Non-Cash Consideration The Company did not grant any stock-based compensation awards during the six months ended June 30, 2022 and 2021. The Company measures and recognizes compensation expense for share-based awards based on estimated fair values equaling either the market value of the shares issued, or the value of consideration received, whichever is more readily determinable. Generally, the non-cash consideration pertains to services rendered by consultants and others and has been valued at the fair value of the Company’s common stock at the date of the agreement. The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC Topic 718, “ Compensation-Stock Compensation |
Net Income per Share | Net Income per Share For the six-month period ended June 30, 2022, basic and diluted net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. For the three-month period ended June 30, 2022, basic net income per share is calculated by dividing the net income attributable to common shareholders by the weighted average number of common shares outstanding for the quarter using the treasury-stock method and the if-converted method. A reconciliation for the three- and six-month periods ended June 30, 2022 of the weighted average shares outstanding used in basic and diluted earnings per share computation is as follows: Schedule of Basic and Diluted Earnings per Share For the three months ended June 30, 2022 Net Income Weighted Average Per Share Basic EPS Income available to common stockholders $ 1,792,853 696,752 $ 2.57 Diluted EPS Assumed exercise of outstanding warrants 6,954,432 Assumed conversion of convertible notes 153,364 Income attributed to common stockholders 7,804,548 $ 0.23 For the six months ended June 30, 2022 Basic EPS Loss attributed to common stockholders $ (763,697 ) 590,822 $ (1.29 ) Diluted EPS (1.29 ) |
Recent Accounting Standards | Recent Accounting Standards The Company has reviewed the accounting pronouncements issued by the Financial Accounting Standards Board during the six months ended June 30, 2022. In August 2020, the FASB issued ASU-2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contract in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon the adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. ASU 2020-06 will reduce the issue discount and result in less non-cash interest in the financial statements. ASU 2020-06 revises the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. The type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. ASU 2020-06 simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 23, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year. The Company has adopted ASU 2020-06 effective January 1, 2022. (See Note 4) Management does not believe there are other significant accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Earnings per Share | Schedule of Basic and Diluted Earnings per Share For the three months ended June 30, 2022 Net Income Weighted Average Per Share Basic EPS Income available to common stockholders $ 1,792,853 696,752 $ 2.57 Diluted EPS Assumed exercise of outstanding warrants 6,954,432 Assumed conversion of convertible notes 153,364 Income attributed to common stockholders 7,804,548 $ 0.23 For the six months ended June 30, 2022 Basic EPS Loss attributed to common stockholders $ (763,697 ) 590,822 $ (1.29 ) Diluted EPS (1.29 ) |
Notes payable (Tables)
Notes payable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes outstanding as of June 30, 2022 and December 31, 2021 are as follows: Schedule of Notes Payable June 30, 2022 December 31, 2021 Promissory notes issued between December 2014 and January 2015. Lender earns interest at 10 36 $ 33,500 $ 70,000 Promissory notes issued between May 2015 and June 2016 and matured between February 2017 and November 2018 2 10 $ - 149,500 Promissory notes were issued in 2016. The notes accrue interest at 2 November 2017 and December 2017 $ 50,000 606,500 Promissory notes were issued in 2017 accrue interest at 2 January 2018 and September 2018 $ - 205,000 Promissory notes were issued in 2017 accrue interest at 2 May 2018 $ - 150,000 Promissory notes were issued in 2017 accrue interest at 2 August 2018 and September 2018 $ 36,218 116,800 Promissory notes were issued in 2017 accrue interest at 2 $ - 105,500 Promissory notes were issued in the 2018 accrue interest at 2 May 2018 and January 2019 $ - 47,975 Promissory notes were issued in 2018 accrue interest at 2 July 2018 and October 2018 1,000 5,000 5 $ - 65,000 Promissory notes were issued in 2018. The notes accrue interest at 2 August 2019 and January 2019 60,000 500,000 0.05 $ - 118,000 Promissory notes were issued in 2018. The notes accrue interest at 2 January 2019 and November 2019 $ 178,605 323,855 Promissory note was issued to a related party in the first quarter of 2019. The note accrues interest at 2 July 2019 4,600 5 $ 23,000 23,000 Promissory note was issued in the first quarter of 2019. The note accrues interest at 6 February 2020 $ 231,478 231,478 Promissory note was issued in the second quarter of 2019 accrues interest at 2 July 2019 10,000 5 $ - 10,000 Promissory note issued in October 2019 for the settlement of outstanding debt in the same amount. The note accrues interest at 15 1,875 April 30, 2021 $ 150,000 150,000 Promissory note issued in the third quarter of 2020 accrues interest at 12 August 2021 5,402 - 53,000 Promissory note accrue interest at 5 $ 174,400 697,600 Convertible promissory note accrues interest at 6% 0.05 June 2022 200,000 - Notes payable $ 1,077,201 $ 3,070,208 |
Capital Structure _ Common St_2
Capital Structure – Common Stock and Stock Purchase Warrants (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Expected term (years) 0 .63 Risk free rate 2.04 % Volatility 436 % Dividend yield - |
Schedule of Outstanding Common Stock Warrant | The following is a summary of outstanding common stock warrants as of June 30, 2022. Schedule of Outstanding Common Stock Warrant Expiration Date Number of Shares Exercise Price Remaining Life (years) Third Quarter 2022 1,650 $ 50 100 0.25 Fourth Quarter 2022 9,811 $ 80 290 0.50 First Quarter 2023 1,004,000 $ 0.05 40 0.75 Second Quarter 2023 2,000 $ 200 1.00 Third Quarter 2023 1,701,500 $ 0.05 100 1.25 Fourth Quarter 2023 2,249,300 $ 0.05 2 1.50 First Quarter 2024 2,460,000 $ 0.05 1.75 Third Quarter 2028 3,000 $ 70 6.25 Second Quarter 2032 28,995 $ 10 70 10 7,460,257 $ 0.05 290 |
Schedule of Outstanding Stock Warrants | Following is a summary of stock warrant activity for the six months ended June 30 2022: Schedule of Outstanding Stock Warrants Number of Shares Exercise Price Weighted Average Price Warrants as of December 31, 2021 20,057,156 $ 2 290 $ 5.21 Issued - $ - $ - Expired and forfeited (31,899 ) $ 200 $ 9.22 Exercised (12,565,000 ) $ - $ - Warrants as of June 30, 2022 7,460,257 $ 0.05 290 $ 5.52 |
Company Overview (Details Narra
Company Overview (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Cash | $ 271,533 | $ 271,533 | ||||
Stockholders' equity | 6,569,630 | $ 10,856,585 | 6,569,630 | $ 10,856,585 | $ 7,948,256 | $ 11,666,981 |
Net income loss | (1,792,853) | 112,696 | 763,697 | (677,705) | ||
Net income loss | $ 1,792,853 | $ (112,696) | $ (763,697) | $ 677,705 |
Schedule of Basic and Diluted E
Schedule of Basic and Diluted Earnings per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||||
Basic EPS, Income available to common stockholders | $ 1,792,853 | $ (112,696) | $ (763,697) | $ 677,705 |
Basic EPS, Weighted average common shares, basic | 696,752 | 481,906 | 590,822 | 480,115 |
Basic earnings per share | $ 2.57 | $ (0.23) | $ (1.29) | $ 1.41 |
Assumed exercise of outstanding warrants | 6,954,432 | |||
Assumed conversion of convertible notes | 153,364 | |||
Income available to common stockholders | 7,804,548 | 481,906 | 590,822 | 13,874,667 |
Diluted earnings per share | $ 0.23 | $ (0.23) | $ (1.29) | $ 0.05 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | Jun. 30, 2022 USD ($) |
Accounting Policies [Abstract] | |
Cash at federal deposit | $ 250,000 |
Investment in Common Stock of_2
Investment in Common Stock of Statera BioPharma, Inc. (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Impairment loss investment in common stock | $ 362,250 | $ 2,645,000 | |||
Cleveland BioLabs, Inc. [Member] | |||||
Stock issued, shares acquisitions | 1,150,000 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 14 Months Ended | |||||||
Oct. 31, 2019 | Sep. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2022 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2021 | Jan. 31, 2015 | |
Short-Term Debt [Line Items] | |||||||||||
Notes payable | $ 1,077,201 | $ 3,070,208 | |||||||||
Notes Payable One [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | 33,500 | 70,000 | |||||||||
Interest rate, percentage | 10% | ||||||||||
Notes Payable Two [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | 149,500 | ||||||||||
Debt instrument maturity date description | February 2017 and November 2018 | ||||||||||
Notes Payable Three [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | 50,000 | 606,500 | |||||||||
Interest rate, percentage | 2% | ||||||||||
Debt instrument maturity date description | November 2017 and December 2017 | ||||||||||
Notes Payable Four [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | 205,000 | ||||||||||
Interest rate, percentage | 2% | ||||||||||
Debt instrument maturity date description | January 2018 and September 2018 | ||||||||||
Notes Payable Five [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | 150,000 | ||||||||||
Interest rate, percentage | 2% | ||||||||||
Debt instrument maturity date description | May 2018 | ||||||||||
Notes Payable Six [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | 36,218 | 116,800 | |||||||||
Interest rate, percentage | 2% | ||||||||||
Debt instrument maturity date description | August 2018 and September 2018 | ||||||||||
Notes Payable Seven [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | 105,500 | ||||||||||
Interest rate, percentage | 2% | ||||||||||
Notes Payable Eight [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | 47,975 | ||||||||||
Interest rate, percentage | 2% | ||||||||||
Debt instrument maturity date description | May 2018 and January 2019 | ||||||||||
Notes Payable Nine [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | 65,000 | ||||||||||
Interest rate, percentage | 2% | ||||||||||
Debt instrument maturity date description | July 2018 and October 2018 | ||||||||||
Notes Payable Ten [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | 118,000 | ||||||||||
Interest rate, percentage | 2% | ||||||||||
Debt instrument maturity date description | August 2019 and January 2019 | ||||||||||
Notes Payable Eleven [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | 178,605 | 323,855 | |||||||||
Interest rate, percentage | 2% | ||||||||||
Debt instrument maturity date description | January 2019 and November 2019 | ||||||||||
Notes Payable Twelve [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | 23,000 | 23,000 | |||||||||
Interest rate, percentage | 2% | ||||||||||
Debt instrument maturity date description | July 2019 | ||||||||||
Notes Payable Thirteen [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | 231,478 | 231,478 | |||||||||
Interest rate, percentage | 6% | ||||||||||
Debt instrument maturity date description | February 2020 | ||||||||||
Notes Payable Fourteen [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | 10,000 | ||||||||||
Interest rate, percentage | 2% | ||||||||||
Debt instrument maturity date description | July 2019 | ||||||||||
Notes Payable Fifteen [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | 150,000 | 150,000 | |||||||||
Interest rate, percentage | 15% | ||||||||||
Debt instrument maturity date description | April 30, 2021 | ||||||||||
Notes Payable Sixteen [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | 53,000 | ||||||||||
Interest rate, percentage | 12% | ||||||||||
Debt instrument maturity date description | August 2021 | ||||||||||
Notes Payable Seventeen [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | $ 174,400 | 697,600 | |||||||||
Interest rate, percentage | 5% | ||||||||||
Notes Payable Eighteen [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes payable | $ 200,000 | ||||||||||
Interest rate, percentage | 6% | ||||||||||
Convertible price | $ 0.05 | ||||||||||
Debt instrument maturity date description | June 2022 |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | 14 Months Ended | ||||||
Oct. 31, 2019 | Feb. 28, 2021 | Jan. 31, 2015 | Sep. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2022 | |
Short-Term Debt [Line Items] | |||||||||||
Class of warrant or right, outstanding | 7,460,257 | ||||||||||
Minimum [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Class of warrant or right, exercise price | $ 0.05 | ||||||||||
Maximum [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Class of warrant or right, exercise price | $ 290 | ||||||||||
Notes Payable One [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Interest rate, percentage | 10% | ||||||||||
Number of installments | 36 months | ||||||||||
Notes Payable Two [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument maturity date description | February 2017 and November 2018 | ||||||||||
Notes Payable Two [Member] | Minimum [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Interest rate, percentage | 2% | ||||||||||
Notes Payable Two [Member] | Maximum [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Interest rate, percentage | 10% | ||||||||||
Notes Payable Three [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Interest rate, percentage | 2% | ||||||||||
Debt instrument maturity date description | November 2017 and December 2017 | ||||||||||
Notes Payable Four [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Interest rate, percentage | 2% | ||||||||||
Debt instrument maturity date description | January 2018 and September 2018 | ||||||||||
Notes Payable Five [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Interest rate, percentage | 2% | ||||||||||
Debt instrument maturity date description | May 2018 | ||||||||||
Notes Payable Six [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Interest rate, percentage | 2% | ||||||||||
Debt instrument maturity date description | August 2018 and September 2018 | ||||||||||
Notes Payable Seven [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Interest rate, percentage | 2% | ||||||||||
Notes Payable Eight [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Interest rate, percentage | 2% | ||||||||||
Debt instrument maturity date description | May 2018 and January 2019 | ||||||||||
Notes Payable Nine [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Interest rate, percentage | 2% | ||||||||||
Debt instrument maturity date description | July 2018 and October 2018 | ||||||||||
Class of warrant or right, exercise price | $ 5 | ||||||||||
Notes Payable Nine [Member] | Minimum [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Class of warrant or right, outstanding | 1,000 | ||||||||||
Notes Payable Nine [Member] | Maximum [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Class of warrant or right, outstanding | 5,000 | ||||||||||
Notes Payable Ten [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Interest rate, percentage | 2% | ||||||||||
Debt instrument maturity date description | August 2019 and January 2019 | ||||||||||
Class of warrant or right, exercise price | $ 0.05 | ||||||||||
Notes Payable Ten [Member] | Minimum [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Class of warrant or right, outstanding | 60,000 | ||||||||||
Notes Payable Ten [Member] | Maximum [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Class of warrant or right, outstanding | 500,000 | ||||||||||
Notes Payable Eleven [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Interest rate, percentage | 2% | ||||||||||
Debt instrument maturity date description | January 2019 and November 2019 | ||||||||||
Notes Payable Twelve [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Interest rate, percentage | 2% | ||||||||||
Debt instrument maturity date description | July 2019 | ||||||||||
Class of warrant or right, outstanding | 4,600 | ||||||||||
Class of warrant or right, exercise price | $ 5 | ||||||||||
Notes Payable Thirteen [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Interest rate, percentage | 6% | ||||||||||
Debt instrument maturity date description | February 2020 | ||||||||||
Notes Payable Fourteen [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Interest rate, percentage | 2% | ||||||||||
Debt instrument maturity date description | July 2019 | ||||||||||
Class of warrant or right, outstanding | 10,000 | ||||||||||
Class of warrant or right, exercise price | $ 5 | ||||||||||
Notes Payable Fifteen [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Interest rate, percentage | 15% | ||||||||||
Debt instrument maturity date description | April 30, 2021 | ||||||||||
Debt instrument, periodic payment | $ 1,875 | ||||||||||
Notes Payable Sixteen [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Interest rate, percentage | 12% | ||||||||||
Debt instrument maturity date description | August 2021 | ||||||||||
Debt converted shares | 5,402 | ||||||||||
Notes Payable Seventeen [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Interest rate, percentage | 5% |
Notes payable (Details Narrativ
Notes payable (Details Narrative) | 3 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Short-Term Debt [Line Items] | |
Notes payable to shareholders | $ 419,718 |
Vendor and Employee [Member] | |
Short-Term Debt [Line Items] | |
Debt instrument conversion price | $ / shares | $ 0.05 |
Debt conversion converted instrument amount | $ 246,357 |
Note Holders [Member] | |
Short-Term Debt [Line Items] | |
Interest payable | 29,503 |
Principal amount | $ 302,000 |
Warrant exercise price | $ / shares | $ 0.05 |
Note Holders One [Member] | |
Short-Term Debt [Line Items] | |
Interest payable | $ 209,610 |
Principal amount | $ 605,345 |
Debt instrument conversion price | $ / shares | $ 0.05 |
Forte Animal Health, Inc. [Member] | |
Short-Term Debt [Line Items] | |
Equity method investment, ownership percentage | 15% |
Forte Animal Health, Inc. [Member] | |
Short-Term Debt [Line Items] | |
Stock issued during period, shares | shares | 2,235,000 |
Forte Animal Health, Inc. [Member] | Amended License Agreement [Member] | |
Short-Term Debt [Line Items] | |
Notes payable related parties | $ 1,775,275 |
Interest payable | 264,790 |
Forte Animal Health, Inc. [Member] | Amended License Agreement [Member] | Vendor and Employee [Member] | |
Short-Term Debt [Line Items] | |
Interest payable | $ 1,125,086 |
Schedule of Share-based Payment
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Expected terms (in years) | 7 months 17 days |
Risk-free rate | 2.04% |
Expected volatility | 436% |
Expected dividends |
Schedule of Outstanding Common
Schedule of Outstanding Common Stock Warrant (Details) | Jun. 30, 2022 $ / shares shares |
Class of Warrant or Right [Line Items] | |
Number of Shares | shares | 7,460,257 |
Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ 0.05 |
Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ 290 |
Third Quarter 2022 [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Shares | shares | 1,650 |
Remaining Life (years) | 3 months |
Third Quarter 2022 [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ 50 |
Third Quarter 2022 [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ 100 |
Fourth Quarter 2022 [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Shares | shares | 9,811 |
Remaining Life (years) | 6 months |
Fourth Quarter 2022 [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ 80 |
Fourth Quarter 2022 [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ 290 |
First Quarter 2023 [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Shares | shares | 1,004,000 |
Remaining Life (years) | 9 months |
First Quarter 2023 [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ 0.05 |
First Quarter 2023 [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ 40 |
Second Quarter 2023 [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Shares | shares | 2,000 |
Exercise price | $ 200 |
Remaining Life (years) | 1 year |
Third Quarter 2023 [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Shares | shares | 1,701,500 |
Remaining Life (years) | 1 year 3 months |
Third Quarter 2023 [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ 0.05 |
Third Quarter 2023 [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ 100 |
Fourth Quarter 2023 [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Shares | shares | 2,249,300 |
Remaining Life (years) | 1 year 6 months |
Fourth Quarter 2023 [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ 0.05 |
Fourth Quarter 2023 [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ 2 |
First Quarter 2024 [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Shares | shares | 2,460,000 |
Exercise price | $ 0.05 |
Remaining Life (years) | 1 year 9 months |
Third Quarter 2028 [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Shares | shares | 3,000 |
Exercise price | $ 70 |
Remaining Life (years) | 6 years 3 months |
Second Quarter 2032 [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Shares | shares | 28,995 |
Remaining Life (years) | 10 years |
Second Quarter 2032 [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ 10 |
Second Quarter 2032 [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ 70 |
Schedule of Outstanding Stock W
Schedule of Outstanding Stock Warrants (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of Shares Warrants, Beginning balance | shares | 20,057,156 |
Weighted Average Price, Beginning balance | $ 5.21 |
Number of Shares Warrants, Issued | shares | |
Exercise Price, Issued | |
Weighted Average Price, Issued | |
Number of Shares Warrants, Expired and forfeited | shares | (31,899) |
Weighted Average Price, Expired and forfeited | $ 9.22 |
Number of Shares Warrants, Exercised | shares | (12,565,000) |
Exercise Price, Exercised | |
Weighted Average Price, Exercised | |
Number of Shares Warrants, Ending balance | shares | 7,460,257 |
Weighted Average Price, Ending balance | $ 5.52 |
Minimum [Member] | |
Exercise Price, Beginning balance | 2 |
Exercise Price, Ending balance | 0.05 |
Maximum [Member] | |
Exercise Price, Beginning balance | 290 |
Exercise Price, Expired and forfeited | 200 |
Exercise Price, Ending balance | $ 290 |
Capital Structure _ Common St_3
Capital Structure – Common Stock and Stock Purchase Warrants (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Charge resulting from warrant modification | $ 1,011,625 | $ 1,011,625 | ||
Warrants exercised | 12,565,000 | |||
Warrant [Member] | ||||
Warrants exercised | 12,565,000 | |||
Forfeited or cancelled | 31,899 |
Income Taxes _ Results of Ope_2
Income Taxes – Results of Operations (Details Narrative) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory income tax rate | 21% | 21% |
License Agreement with Forte _2
License Agreement with Forte Animal Health, Inc. (Details Narrative) | 3 Months Ended |
Jun. 30, 2022 USD ($) shares | |
Forte Animal Health, Inc. [Member] | |
Equity method investment, ownership percentage | 15% |
Forte Animal Health, Inc. [Member] | |
Stock issued during period, shares | shares | 2,235,000 |
Forte Animal Health, Inc. [Member] | Amended License Agreement [Member] | |
Notes payable | $ 1,775,275 |
Interest payable | 264,790 |
Forte Animal Health, Inc. [Member] | Amended License Agreement [Member] | Vendor and Employee [Member] | |
Interest payable | $ 1,125,086 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Promissory Note [Member] | Jul. 01, 2022 $ / shares shares |
Subsequent Event [Line Items] | |
Stock new issued | shares | 50,731,896 |
Convertible price | $ / shares | $ 0.05 |