Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Oct. 28, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55413 | |
Entity Registrant Name | Cell Source, Inc. | |
Entity Central Index Key | 0001569340 | |
Entity Tax Identification Number | 32-0379665 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 57 West 57th Street | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | (646) | |
Local Phone Number | 416-7896 | |
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 | 35,252,389 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 131,999 | $ 93,095 |
Prepaid expenses | 121,236 | 203,750 |
Other current assets | 23,574 | 16,922 |
Total Assets | 276,809 | 313,767 |
Current Liabilities: | ||
Accounts payable | 332,859 | 223,041 |
Accrued expenses | 918,568 | 1,097,021 |
Accrued expenses - related party | 72,000 | 72,000 |
Accrued interest | 523,972 | 532,960 |
Accrued interest - related parties | 882,345 | 649,265 |
Accrued compensation | 778,043 | 766,102 |
Notes payable | 759,912 | 759,912 |
Notes payable - related parties | 150,000 | 150,000 |
Convertible notes payable, net of debt discount of $12,756 and $71,124 as of March 31, 2022 and December 31, 2021, respectively | 612,207 | 1,834,446 |
Convertible notes payable - related parties, net of debt discount of $108,126 and $0 as of March 31, 2022 and December 31, 2021, respectively | 4,616,874 | 3,725,000 |
Advances payable | 135,000 | 135,000 |
Advances payable - related party | 100,000 | 100,000 |
Financing liability | 27,926 | |
Accrued dividend payable | 392,146 | 67,229 |
Total Liabilities | 10,273,926 | 10,139,902 |
Commitments and contingencies (Note 8) | ||
Stockholders’ Deficiency: | ||
Common Stock, $0.001 par value, 200,000,000 shares authorized; 34,437,076 and 34,360,546 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 34,437 | 34,361 |
Additional paid-in capital | 22,437,652 | 21,316,318 |
Accumulated deficit | (32,471,003) | (31,178,428) |
Total Stockholders’ Deficiency | (9,997,117) | (9,826,135) |
Total Liabilities and Stockholders’ Deficiency | 276,809 | 313,767 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders’ Deficiency: | ||
Preferred stock, value | 1,342 | 1,342 |
Series C Convertible Preferred Stock [Member] | ||
Stockholders’ Deficiency: | ||
Preferred stock, value | $ 455 | $ 272 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock par or stated value, per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock par or stated value, per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 34,437,076 | 34,360,546 |
Common stock, shares outstanding | 34,437,076 | 34,360,546 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, shares designated | 1,335,000 | 1,335,000 |
Preferred stock, shares outstanding | 1,342,195 | 1,342,195 |
Preferred stock, shares issued | 1,342,195 | 1,342,195 |
Preferred stock liquidation preference value | $ 10,289,854 | $ 10,066,463 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, shares designated | 500,000 | 500,000 |
Preferred stock, shares outstanding | 455,443 | 272,021 |
Preferred stock, shares issued | 455,443 | 272,021 |
Preferred stock liquidation preference value | $ 3,584,578 | $ 2,107,388 |
Convertible Notes Payable [Member] | ||
Debt discount | 12,756 | 71,124 |
Convertible Notes Payable Related Parties [Member] | ||
Debt discount | $ 108,126 | $ 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Expenses: | ||
Research and development | $ 464,505 | $ 235,764 |
Research and development - related party | 14,500 | 35,475 |
General and administrative | 573,667 | 850,117 |
Total Operating Expenses | 1,052,672 | 1,121,356 |
Loss From Operations | (1,052,672) | (1,121,356) |
Other (Expense) Income: | ||
Interest expense | (48,412) | (256,383) |
Interest expense - related parties | (118,353) | (24,504) |
Amortization of debt discount | (66,537) | (122,763) |
Amortization of debt discount - related party | (6,601) | |
Gain on forgiveness of accrued interest | 49,983 | |
Loss on extinguishment of notes payable | (49,718) | |
Total Other Expense | (239,903) | (403,385) |
Net Loss | (1,292,575) | (1,524,741) |
Dividend attributable to Series A and Series C preferred stockholders | (324,917) | (223,391) |
Net Loss Applicable to Common Stockholders | $ (1,617,492) | $ (1,748,132) |
Net Loss Per Common Share - Basic and Diluted | $ (0.05) | $ (0.05) |
Weighted Average Common Shares Outstanding - Basic and Diluted | 34,400,181 | 32,556,476 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficiency (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Balance, January 1, 2021 | $ (9,826,135) | $ (7,947,382) |
Conversion of convertible notes payable and accrued interest into Series C Convertible Preferred Stock and common stock | 1,433,095 | |
Series A Convertible Preferred Stock dividends: Accrual of earned dividends | (324,917) | (223,391) |
Issuance of warrants in connection with issuance of convertible notes payable | 8,043 | 196,966 |
Warrants | 5,372 | 31,276 |
Net loss | (1,292,575) | (1,524,741) |
Balance, March 31, 2021 | (9,997,117) | (9,038,794) |
Issuance of common stock pursuant to cashless warrant exercise | ||
Issuance of warrants in connection with exchange of convertible notes payable | 139,728 | |
Warrants issued in satisfaction of accrued interest | 82,350 | |
Stock-based compensation: | ||
Options | 206,400 | |
Common Stock [Member] | ||
Balance, January 1, 2021 | $ 34,361 | $ 32,538 |
Balance, shares | 34,360,546 | 32,538,411 |
Conversion of convertible notes payable and accrued interest into Series C Convertible Preferred Stock and common stock | $ 76 | |
Conversion of convertible notes payable and notes payable and accrued interest into Series C Convertible Preferred Stock and common stock, shares | 76,530 | |
Series A Convertible Preferred Stock dividends: Accrual of earned dividends | ||
Issuance of warrants in connection with issuance of convertible notes payable | ||
Warrants | ||
Net loss | ||
Balance, March 31, 2021 | $ 34,437 | $ 32,663 |
Balance, shares | 34,437,076 | 32,663,482 |
Issuance of common stock pursuant to cashless warrant exercise | $ 125 | |
Issuance of common stock pursuant to cashless warrant exercise, shares | 125,071 | |
Issuance of warrants in connection with exchange of convertible notes payable | ||
Warrants issued in satisfaction of accrued interest | ||
Stock-based compensation: | ||
Options | ||
Additional Paid-in Capital [Member] | ||
Balance, January 1, 2021 | $ 21,316,318 | 17,724,731 |
Conversion of convertible notes payable and accrued interest into Series C Convertible Preferred Stock and common stock | 1,432,836 | |
Series A Convertible Preferred Stock dividends: Accrual of earned dividends | (324,917) | (223,391) |
Issuance of warrants in connection with issuance of convertible notes payable | 8,043 | 196,966 |
Warrants | 5,372 | 31,276 |
Net loss | ||
Balance, March 31, 2021 | 22,437,652 | 18,157,935 |
Issuance of common stock pursuant to cashless warrant exercise | (125) | |
Issuance of warrants in connection with exchange of convertible notes payable | 139,728 | |
Warrants issued in satisfaction of accrued interest | 82,350 | |
Stock-based compensation: | ||
Options | 206,400 | |
Retained Earnings [Member] | ||
Balance, January 1, 2021 | (31,178,428) | (25,705,993) |
Conversion of convertible notes payable and accrued interest into Series C Convertible Preferred Stock and common stock | ||
Series A Convertible Preferred Stock dividends: Accrual of earned dividends | ||
Issuance of warrants in connection with issuance of convertible notes payable | ||
Warrants | ||
Net loss | (1,292,575) | (1,524,741) |
Balance, March 31, 2021 | (32,471,003) | (27,230,734) |
Issuance of common stock pursuant to cashless warrant exercise | ||
Issuance of warrants in connection with exchange of convertible notes payable | ||
Warrants issued in satisfaction of accrued interest | ||
Stock-based compensation: | ||
Options | ||
Series A Convertible Preferred Stock [Member] | Preferred Stock [Member] | ||
Balance, January 1, 2021 | $ 1,342 | $ 1,342 |
Balance, shares | 1,342,195 | 1,342,195 |
Conversion of convertible notes payable and accrued interest into Series C Convertible Preferred Stock and common stock | ||
Series A Convertible Preferred Stock dividends: Accrual of earned dividends | ||
Issuance of warrants in connection with issuance of convertible notes payable | ||
Warrants | ||
Net loss | ||
Balance, March 31, 2021 | $ 1,342 | $ 1,342 |
Balance, shares | 1,342,195 | 1,342,195 |
Issuance of common stock pursuant to cashless warrant exercise | ||
Issuance of warrants in connection with exchange of convertible notes payable | ||
Warrants issued in satisfaction of accrued interest | ||
Stock-based compensation: | ||
Options | ||
Series C Convertible Preferred Stock [Member] | Preferred Stock [Member] | ||
Balance, January 1, 2021 | $ 272 | |
Balance, shares | 272,021 | |
Conversion of convertible notes payable and accrued interest into Series C Convertible Preferred Stock and common stock | $ 183 | |
Conversion of convertible notes payable and notes payable and accrued interest into Series C Convertible Preferred Stock and common stock, shares | 183,422 | |
Series A Convertible Preferred Stock dividends: Accrual of earned dividends | ||
Issuance of warrants in connection with issuance of convertible notes payable | ||
Warrants | ||
Net loss | ||
Balance, March 31, 2021 | $ 455 | |
Balance, shares | 455,443 | |
Issuance of common stock pursuant to cashless warrant exercise | ||
Issuance of warrants in connection with exchange of convertible notes payable | ||
Warrants issued in satisfaction of accrued interest | ||
Stock-based compensation: | ||
Options |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (1,292,575) | $ (1,524,741) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 73,138 | 122,763 |
Gain on forgiveness of accrued interest | (49,983) | |
Loss on extinguishment of notes payable | 49,718 | |
Non-cash interest expense - warrants | 33,609 | 180,991 |
Stock-based compensation: | ||
Options | 206,400 | |
Warrants | 4,960 | 31,372 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 82,514 | 3,907 |
Other current assets | (6,652) | (12,399) |
Accounts payable | 109,818 | (40,670) |
Accrued expenses | (178,453) | (53,903) |
Accrued expenses - related parties | (122,500) | |
Accrued interest | (80,157) | 99,174 |
Accrued interest - related parties | 213,275 | 740 |
Accrued compensation | 12,353 | (5,150) |
Net Cash Used In Operating Activities | (1,028,170) | (1,114,281) |
Cash Flows From Financing Activities: | ||
Proceeds from issuance of convertible notes payable | 95,000 | 1,197,250 |
Proceeds from issuance of convertible notes payable - related party | 1,000,000 | |
Repayment of notes payable | (100,000) | |
Repayment of convertible notes payable | (125,000) | |
Repayment of financing liability | (27,926) | |
Net Cash Provided By Financing Activities | 1,067,074 | 972,250 |
Net Increase (Decrease) In Cash | 38,904 | (142,031) |
Cash - Beginning of Period | 93,095 | 245,119 |
Cash - End of Period | 131,999 | 103,088 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest | ||
Income taxes | 30,515 | |
Non-cash investing and financing activities: | ||
Issuance of common stock pursuant to cashless warrant exercise | 125 | |
Accrued interest converted into notes payable | 41,950 | |
Issuance of warrants in connection with the issuance of notes payable | 8,043 | 196,966 |
Accrual of warrant obligations in connection with issuance of notes payable | 114,727 | |
Issuance of warrants in satisfaction of accrued interest | 82,350 | |
Accrual of earned preferred stock dividends | (324,917) | (223,391) |
Conversion of convertible notes payable and accrued interest into Series C Preferred Stock and common stock | $ 1,433,095 |
Business Organization, Nature o
Business Organization, Nature of Operations, Risks and Uncertainties and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization, Nature of Operations, Risks and Uncertainties and Basis of Presentation | Note 1 - Business Organization, Nature of Operations, Risks and Uncertainties and Basis of Presentation Organization and Operations Cell Source, Inc. (“Cell Source”, “CSI” or the “Company”) is a Nevada corporation formed on June 6, 2012 that is the parent company of Cell Source Limited (“CSL”), a wholly owned subsidiary which was founded in Israel in 2011 in order to commercialize a suite of inventions relating to certain cancer treatments. The Company is a biotechnology company focused on developing cell therapy treatments based on the management of immune tolerance. The Company’s lead prospective product is its patented Veto Cell immune system management technology, which is an immune tolerance biotechnology that enables the selective blocking of immune responses. CSL’s Veto Cell immune system management technology is based on technologies patented, owned, and licensed to CSL by Yeda Research and Development Company Limited, an Israeli corporation (“Yeda”) (see Note 8, Commitments and Contingencies Risks and Uncertainties The novel coronavirus (“COVID-19”) pandemic continues to impact global economic conditions. The Company is closely monitoring the outbreak of COVID-19 and its impact on the Company’s operations, financial position, cash flows and its industry in general. The Company considered the impact of COVID-19 on its business and operational assumptions and estimates, and determined there were no material adverse impacts on the Company’s condensed consolidated results of operations and financial position as of March 31, 2022. Similarly, the economic uncertainty caused by the COVID-19 pandemic has made and may continue to make it difficult for the Company to forecast operating results, including the timing and ability of the Company to initiate and/or complete current and/or future preclinical studies and/or clinical trials, disrupt the Company’s regulatory activities, and/or have other adverse effects on the Company’s clinical development. The duration and extent of the impact from the COVID-19 pandemic depend on future developments that cannot be accurately predicted at this time, and if the Company is not able to respond to and manage the impact of such events effectively, the Company’s business may be harmed. There can be no assurance that precautionary measures, whether adopted by the Company or imposed by others, will be effective, and such measures could negatively affect the Company’s condensed consolidated financial condition, cash flows, and results of operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial position of the Company as of March 31, 2022 and the condensed consolidated results of its operations and cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results for the full year ending December 31, 2022 or any other period. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2021 and for the year then ended which were included in the Company’s Annual Report on Form 10-K that was filed with the Securities and Exchange Commission (“SEC”) on April 15, 2022. |
Going Concern and Management Pl
Going Concern and Management Plans | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management Plans | Note 2 - Going Concern and Management Plans During the three months ended March 31, 2022, the Company had not generated any revenues, had a net loss of approximately $ 1,293,000 and had used cash in operations of approximately $ 1,028,000 . As of March 31, 2022, the Company had a working capital deficiency of approximately $ 9,997,000 and an accumulated deficit of approximately $ 32,471,000 . As of March 31, 2022 and through the date of this filing, notes payable with principal amounts totaling $ 1,554,912 and $ 1,408,000 were past due and are classified as current liabilities on the condensed consolidated balance sheet as of March 31, 2022. The Company will continue to incur net operating losses to fund operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for at least one year Subsequent Events 150,000 The Company is currently funding its operations on a month-to-month basis. While there can be no assurance that it will be successful, the Company is in active negotiations to raise additional capital. The Company’s primary sources of operating funds since inception have been equity and debt financings. Management’s plans include continued efforts to raise additional capital through debt and equity financings. There is no assurance that these funds will be sufficient to enable the Company to fully complete its development activities or attain profitable operations. If the Company is unable to obtain such additional financing on a timely basis or, notwithstanding any request the Company may make, if the Company’s debt holders do not agree to convert their notes into equity or extend the maturity dates of their notes, the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations and liquidate. The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies Since the date of the Annual Report on Form 10-K for the year ended December 31, 2021, there have been no material changes to the Company’s significant accounting policies. Loss Per Share The Company computes basic net loss per share by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share includes the dilution that would occur upon the exercise or conversion of all dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. The common stock equivalents associated with the following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: Schedule of Weighted Average Dilutive Common Shares Anti-Dilutive March 31, 2022 2021 Options 6,182,004 6,182,004 Warrants 11,964,079 8,966,388 Convertible notes [1] [2] 3,074,310 1,708,020 Convertible preferred stock 17,976,380 13,421,950 Total 39,196,773 30,278,362 [1] Convertible notes are assumed to be converted at the rate of $ 0.75 , which is the conversion price as of March 31, 2022 and 2021. However, such conversion rates are subject to adjustment under certain circumstances, which may result in the issuance of common shares greater than the amount indicated. [2] Excludes shares of common stock underlying convertible notes that are expected to become convertible into shares of Series B Convertible Preferred Stock since such stock had not been designated by the Company as of March 31, 2022 and 2021. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Note 4 - Fair Value The following table provides a summary of the changes in fair value, including net transfers in and/or out, of all Level 3 liabilities measured at fair value on a recurring basis using unobservable inputs during the three months ended March 31, 2022 and 2021: Schedule of Changes in Fair Value of Liabilities Measured at Fair Value on a Recurring Basis Accrued Accrued Interest Compensation Total Balance - January 1, 2022 $ 402,344 $ 61,306 $ 463,650 Change in fair value 33,609 (412 ) 33,197 Accrual of warrant obligation 114,727 - 114,727 Issuance of warrants - - - Balance - March 31, 2022 $ 550,680 $ 60,894 $ 611,574 Accrued Accrued Interest Compensation Total Balance - January 1, 2021 $ 539,836 $ 84,953 $ 624,789 Change in fair value 41,607 97 41,704 Issuance of warrants (82,350 ) - (82,350 ) Balance - March 31, 2021 $ 499,093 $ 85,050 $ 584,143 Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The Company’s Level 3 liabilities shown in the above table consist of accrued obligations to issue warrants and common stock. In applying the Black-Scholes option pricing model utilized in the valuation of Level 3 liabilities, the Company used the following approximate assumptions: Schedule of Assumptions Used for Valuation of Level 3 Liabilities For the Three Months Ended March 31, 2022 2021 Risk-free interest rate 2.42 2.44 0.64 0.92 % Expected term (years) 4.00 5.00 4.00 5.00 Expected volatility 90 % 90 % Expected dividends 0.00 % 0.00 % The expected term used is the contractual life of the instrument being valued. Since the Company’s stock does not have significant trading volume, the Company is utilizing an expected volatility based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. As of March 31, 2022 and December 31, 2021, the Company had an obligation to issue 154,495 52,528 See Note 6, Stockholders’ Deficiency – Common Stock and Stock Warrants |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 5 – Notes Payable As of March 31, 2022 and through the date of this filing, notes and convertible notes payable with principal amounts totaling $ 1,554,912 and $ 1,408,000 were past due and are classified as current liabilities on the condensed consolidated balance sheet as of March 31, 2022. Such notes continue to accrue interest and all relevant penalties have been accrued as of March 31, 2022. Of such past due notes payable, a holder of a note with principal amount of $ 250,000 issued a notice of default. See Note 8, Commitments and Contingencies – Litigation During the three months ended March 31, 2022 and 2021, the Company recorded interest expense of $ 166,765 280,887 73,138 122,763 1,406,317 1,182,225 Convertible Notes Payable During the three months ended March 31, 2022, the Company issued convertible notes payable in the aggregate principal amount of $ 95,000 August 2, 2022 September 22, 2022 8 7.50 five-year 56,000 1.25 8,043 In March 2022, an aggregate of $ 1,375,698 183,422 57,399 76,530 7.50 0.75 The Company analyzed the notes for a beneficial conversion feature and determined that there was none because the notes have an effective conversion price of $ 0.75 per share of underlying common stock, which exceeds the $ 0.34 per share commitment date closing market price of the common stock. Convertible Notes Payable - Related Parties On March 10, 2022, the Board of Directors of the Company appointed George Verstraete as a member of the Board. The Company and Mr. Verstraete entered into a promissory note agreement dated March 10, 2022, whereby Mr. Verstraete, at his discretion, can loan up to $ 6,000,000 to the Company. The holder has agreed to loan an aggregate of $ 2,500,000 10 % per annum and will mature twelve months from the date of issuance. Mr. Verstraete has the right, at his option, to convert the note into shares of the Company’s Series B Convertible Preferred Stock at a conversion price of $ 7.50 per share at any time after the creation and sale of the Series B Convertible Preferred Stock. Interest accruing under the note will be payable upon the maturity of the note and may be paid at the Company’s option in either cash or shares of the Company’s common stock (calculated based upon $ 0.75 per share for purposes of calculating the number of shares of common stock to be issued). For each $ 500,000 advanced under the note, Mr. Verstraete will be issued a warrant to purchase 400,000 shares of the Company’s Common Stock at an exercise price of $ 1.25 per share. Each warrant will have a five year term. As of March 31, 2022, the Company had received $ 1,000,000 under the note. In connection with the issuance, the Company accrued an obligation to issue five-year immediately vested warrants to purchase an aggregate of 800,000 shares of common stock at an exercise price $ 1.25 per share. The warrants had an issuance date relative fair value of $ 114,727 which will be amortized over the term of the notes. See Note 9, Subsequent Events - Convertible Notes Payable - Related Parties 1,000,000 |
Stockholders_ Deficiency
Stockholders’ Deficiency | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Deficiency | Note 6 – Stockholders’ Deficiency Preferred Stock Dividends During the three months ended March 31, 2022 and 2021, the Company accrued additional preferred dividends related to Series A and Series C Convertible Preferred Stock of $ 324,917 223,391 Series C Convertible Preferred Stock See Note 5, Notes Payable – Convertible Notes Payable 183,422 Common Stock See Note 5, Notes Payable – Convertible Notes Payable 76,530 Stock Warrants See Note 5, Notes Payable Stock-Based Compensation During the three months ended March 31, 2022, the Company recognized stock-based compensation expense of $ 4,960 5,372 (412) 237,772 31,372 31,276 96 206,400 no |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7 – Related Party Transactions As of March 31, 2022 and December 31, 2021, the Company was required to issue warrants to purchase an aggregate of 1,431,500 1,356,500 0.75 459,000 269,194 249,389 See Note 5, Notes Payable – Convertible Notes Payable – Related Parties |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies Yeda Research and License Agreement During the three months March 31, 2022 and 2021, the Company recorded research and development expenses of approximately $ 14,500 35,000 0 MD Anderson Sponsored Research Agreements The Company recognized $ 429,505 200,764 of research and development expenses during the and 2021, respectively, associated with services provided by The University of Texas M.D. Anderson Cancer Center (“MD Anderson”) under the two agreements with MD Anderson dated November 2018 and February 2019, respectively. 316,514 411,773 Litigation In January 2019, the holder of a promissory note in the principal amount of $ 250,000 due on March 16, 2016 instituted a collection action in the Supreme Court of the State of New York, County of New York. On June 12, 2019, the plaintiff served a motion for summary judgment through the Secretary of State which was heard on July 12, 2019 and granted. The Company contends that it was not given sufficient notice under the applicable statute and did not have an opportunity to oppose the motion. Judgment was entered in October 2019 in the amount of $ 267,680 , which includes the principal amount due under the promissory note plus additional penalties and interest. The Company brought a motion to vacate based on the jurisdictional defect of the motion in not providing the required amount of time, but that motion was denied in February 2021 without properly addressing the jurisdictional issues raised by the Company. The Company has appealed the denial and then filed a motion to Renew and Reargue the motion to vacate based on the Court’s failure to address critical issues. That motion was also denied on April 15, 2021 without addressing the Company’s arguments. The Company appealed both denials and the appeal was denied. While the Company’s motions were pending, the plaintiff has commenced steps to collect judgment. During the year ended December 31, 2021, $103,088 was released to an officer of the court and has been accounted for as partial note repayment, such that, as of March 31, 2022, there was $146,912 outstanding under the note. During the year ended December 31, 2021, a third party, on behalf of the Company, deposited the remaining unpaid judgement with the court, which will be used to resolve the underlying note. Loss contingencies considered remote are generally not disclosed, unless they involve guarantees, in which case the guarantees would be disclosed. There can be no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. Aside from the matters discussed elsewhere in this note and Note 9, Subsequent Events- Litigation |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 – Subsequent Events The Company has evaluated events that have occurred after the balance sheet and through the date the financial statements were issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed below. Convertible Notes Payable Subsequent to March 31, 2022, the Company issued convertible notes payable in the aggregate principal amount of $ 300,000 which have maturity dates ranging from October 1, 2022 through February 11, 2023 . The notes accrue interest at 8 % per annum and are convertible at any time at the option of the holder into the Company’s Series C Convertible Preferred Stock at a conversion price of $ 7.50 per share. The notes automatically convert into Series C Convertible Preferred Stock on the maturity date. In connection with the issuances, the Company issued five-year immediately vested warrants to purchase an aggregate of 240,000 shares of common stock at an exercise price $ 1.25 per share. Convertible Notes Payable - Related Parties Subsequent to March 31, 2022, 1,000,000 Additionally, subsequent to March 31, 2022, the Company and Ms. Soave entered into an agreement to amend a previously issued convertible note dated October 28, 2019 in the aggregate principal amount of up to $ 6,000,000 April 28, 2023 See Note 5, Notes Payable – Convertible Notes Payable – Related Parties Notes Payable Subsequent to March 31, 2022, the Company issued a note payable in the principal amount of $ 168,093 June 16, 2022 10% 0.75 five-year 200,000 0.75 Convertible Preferred Stock Dividends Subsequent to March 31, 2022, the Company issued 796,629 0.75 597,472 Conversion of Convertible Notes Payable Subsequent to March 31, 2022, an aggregate of $ 355,000 47,333 shares of Series C Convertible Preferred Stock at a conversion price of $ 7.50 14,014 18,684 shares of common stock at $ 0.75 Litigation In August 2022, a holder of 360,000 shares of the Company’s common stock filed a complaint against the Company, its President and legal counsel in the United States District Court, Southern District of New York, claiming unspecified damages for an alleged wrongful refusal to authorize the Company’s transfer agent to remove restrictive legends from the shares held by the shareholder. The Company has filed a motion to dismiss the complaint which is pending. The complaint against the Company’s legal counsel was dismissed by the Court and the Company’s President has not been served. Stock Options Subsequent to March 31, 2022, the Company granted five-year 750,000 1.00 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Loss Per Share | Loss Per Share The Company computes basic net loss per share by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share includes the dilution that would occur upon the exercise or conversion of all dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. The common stock equivalents associated with the following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: Schedule of Weighted Average Dilutive Common Shares Anti-Dilutive March 31, 2022 2021 Options 6,182,004 6,182,004 Warrants 11,964,079 8,966,388 Convertible notes [1] [2] 3,074,310 1,708,020 Convertible preferred stock 17,976,380 13,421,950 Total 39,196,773 30,278,362 [1] Convertible notes are assumed to be converted at the rate of $ 0.75 , which is the conversion price as of March 31, 2022 and 2021. However, such conversion rates are subject to adjustment under certain circumstances, which may result in the issuance of common shares greater than the amount indicated. [2] Excludes shares of common stock underlying convertible notes that are expected to become convertible into shares of Series B Convertible Preferred Stock since such stock had not been designated by the Company as of March 31, 2022 and 2021. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Weighted Average Dilutive Common Shares Anti-Dilutive | The common stock equivalents associated with the following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: Schedule of Weighted Average Dilutive Common Shares Anti-Dilutive March 31, 2022 2021 Options 6,182,004 6,182,004 Warrants 11,964,079 8,966,388 Convertible notes [1] [2] 3,074,310 1,708,020 Convertible preferred stock 17,976,380 13,421,950 Total 39,196,773 30,278,362 [1] Convertible notes are assumed to be converted at the rate of $ 0.75 , which is the conversion price as of March 31, 2022 and 2021. However, such conversion rates are subject to adjustment under certain circumstances, which may result in the issuance of common shares greater than the amount indicated. [2] Excludes shares of common stock underlying convertible notes that are expected to become convertible into shares of Series B Convertible Preferred Stock since such stock had not been designated by the Company as of March 31, 2022 and 2021. |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Changes in Fair Value of Liabilities Measured at Fair Value on a Recurring Basis | The following table provides a summary of the changes in fair value, including net transfers in and/or out, of all Level 3 liabilities measured at fair value on a recurring basis using unobservable inputs during the three months ended March 31, 2022 and 2021: Schedule of Changes in Fair Value of Liabilities Measured at Fair Value on a Recurring Basis Accrued Accrued Interest Compensation Total Balance - January 1, 2022 $ 402,344 $ 61,306 $ 463,650 Change in fair value 33,609 (412 ) 33,197 Accrual of warrant obligation 114,727 - 114,727 Issuance of warrants - - - Balance - March 31, 2022 $ 550,680 $ 60,894 $ 611,574 Accrued Accrued Interest Compensation Total Balance - January 1, 2021 $ 539,836 $ 84,953 $ 624,789 Change in fair value 41,607 97 41,704 Issuance of warrants (82,350 ) - (82,350 ) Balance - March 31, 2021 $ 499,093 $ 85,050 $ 584,143 |
Schedule of Assumptions Used for Valuation of Level 3 Liabilities | In applying the Black-Scholes option pricing model utilized in the valuation of Level 3 liabilities, the Company used the following approximate assumptions: Schedule of Assumptions Used for Valuation of Level 3 Liabilities For the Three Months Ended March 31, 2022 2021 Risk-free interest rate 2.42 2.44 0.64 0.92 % Expected term (years) 4.00 5.00 4.00 5.00 Expected volatility 90 % 90 % Expected dividends 0.00 % 0.00 % |
Going Concern and Management _2
Going Concern and Management Plans (Details Narrative) - USD ($) | 3 Months Ended | ||||
May 11, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Nov. 01, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||||
Net Income (Loss) Attributable to Parent | $ 1,292,575 | $ 1,524,741 | |||
Net Cash Provided by (Used in) Operating Activities | 1,028,170 | 1,114,281 | |||
[custom:WorkingCapitalSurplusDeficiency-0] | 9,997,000 | ||||
Retained Earnings (Accumulated Deficit) | 32,471,003 | $ 31,178,428 | |||
Notes Payable | 1,554,912 | ||||
Proceeds from Convertible Debt | 95,000 | $ 1,197,250 | |||
Subsequent Event [Member] | |||||
Short-Term Debt [Line Items] | |||||
Proceeds from Convertible Debt | $ 150,000 | ||||
Past Due Notes Payable [Member] | |||||
Short-Term Debt [Line Items] | |||||
Notes Payable | $ 1,408,000 | ||||
Past Due Notes Payable [Member] | Subsequent Event [Member] | |||||
Short-Term Debt [Line Items] | |||||
Notes Payable | $ 1,408,000 |
Schedule of Weighted Average Di
Schedule of Weighted Average Dilutive Common Shares Anti-Dilutive (Details) - shares | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 39,196,773 | 30,278,362 | |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 6,182,004 | 6,182,004 | |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 11,964,079 | 8,966,388 | |
Convertible Notes [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | [1],[2] | 3,074,310 | 1,708,020 |
Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 17,976,380 | 13,421,950 | |
[1]Convertible notes are assumed to be converted at the rate of $ 0.75 , which is the conversion price as of March 31, 2022 and 2021. However, such conversion rates are subject to adjustment under certain circumstances, which may result in the issuance of common shares greater than the amount indicated. |
Schedule of Weighted Average _2
Schedule of Weighted Average Dilutive Common Shares Anti-Dilutive (Details) (Parenthetical) - $ / shares | Mar. 31, 2022 | Mar. 31, 2021 |
Accounting Policies [Abstract] | ||
Conversion price per share | $ 0.75 | $ 0.75 |
Schedule of Changes in Fair Val
Schedule of Changes in Fair Value of Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning balance | $ 463,650 | $ 624,789 |
Change in fair value | 33,197 | 41,704 |
Accrual of warrant obligation | 114,727 | |
Issuance of warrants | (82,350) | |
Ending balance | 611,574 | 584,143 |
Accrued Interest [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning balance | 402,344 | 539,836 |
Change in fair value | 33,609 | 41,607 |
Accrual of warrant obligation | 114,727 | |
Issuance of warrants | (82,350) | |
Ending balance | 550,680 | 499,093 |
Accrued Compensation [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning balance | 61,306 | 84,953 |
Change in fair value | (412) | 97 |
Accrual of warrant obligation | ||
Issuance of warrants | ||
Ending balance | $ 60,894 | $ 85,050 |
Schedule of Assumptions Used fo
Schedule of Assumptions Used for Valuation of Level 3 Liabilities (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 2.42 | 0.64 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 2.44 | 0.92 |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, expected term (years) | 4 years | 4 years |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, expected term (years) | 5 years | 5 years |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 90 | 90 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0 | 0 |
Fair Value (Details Narrative)
Fair Value (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Common stock shares issued for sevice, shares | 154,495 | 154,495 |
Common stock shares issued for sevice, value | $ 52,528 | $ 52,528 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Nov. 01, 2022 | Mar. 10, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||||||
Notes Payable | $ 1,554,912 | $ 1,554,912 | ||||
Notes Payable, Current | $ 759,912 | 759,912 | $ 759,912 | |||
Debt discount | $ 66,537 | $ 122,763 | ||||
Debt instrument conversion price | $ 0.75 | $ 0.75 | $ 0.75 | |||
Conversion of shares | 76,530 | |||||
Stock issued price per share | 0.75 | $ 0.75 | ||||
Subsequent Event [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Accrued interest rate | 10% | |||||
Warrants term | 5 years | |||||
Exercise price of warrants | $ 0.75 | |||||
Convertible Notes Payable, Current | $ 168,093 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 200,000 | |||||
Common Stock [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Commitment date fair value of common stock | 0.34 | 0.34 | ||||
Series C Convertible Preferred Stock [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument conversion price | $ 0.75 | $ 0.75 | ||||
Conversion of shares | 183,422 | |||||
Series C Convertible Preferred Stock [Member] | Subsequent Event [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument conversion price | $ 7.50 | |||||
Mr Verstraete [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument conversion price | $ 7.50 | |||||
Exercise price of warrants | $ 1.25 | |||||
Convertible notes payable | $ 6,000,000 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 10% | |||||
Share Price | $ 0.75 | |||||
Convertible Notes Payable, Current | $ 1,000,000 | $ 1,000,000 | $ 500,000 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 400,000 | |||||
Mr Verstraete [Member] | Subsequent Event [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible notes payable - related parties | $ 1,000,000 | |||||
Mr Verstraete [Member] | Warrant [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Exercise price of warrants | $ 1.25 | $ 1.25 | ||||
Fair value of warrants | $ 114,727 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 800,000 | 800,000 | ||||
Holder [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible notes payable | $ 2,500,000 | |||||
Past Due Notes Payable [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes Payable | $ 1,408,000 | $ 1,408,000 | ||||
Past Due Notes Payable [Member] | Subsequent Event [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes Payable | $ 1,408,000 | |||||
Convertible Notes Payable [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument conversion price | $ 7.50 | $ 7.50 | ||||
Convertible Notes Payable [Member] | Subsequent Event [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Exercise price of warrants | $ 1.25 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 240,000 | |||||
Convertible Notes Payable [Member] | Series C Preferred Stock [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 1,375,698 | $ 1,375,698 | ||||
Accrued interest | $ 57,399 | 57,399 | ||||
Number of shares issued | 76,530 | |||||
Convertible Notes Payable [Member] | Series C Preferred Stock [Member] | Subsequent Event [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 300,000 | |||||
Accrued interest rate | 8% | |||||
Debt instrument conversion price | $ 7.50 | |||||
Convertible Notes Payable [Member] | Series C Convertible Preferred Stock [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Conversion of shares | 183,422 | |||||
Convertible Notes Payable [Member] | Note Holder [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes Payable, Current | $ 250,000 | 250,000 | ||||
Notes Payable [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Interest expense | 166,765 | $ 280,887 | ||||
Debt discount | 73,138 | $ 122,763 | ||||
Accrued interest and penalties related to notes payable | $ 1,406,317 | $ 1,406,317 | $ 1,182,225 | |||
Convertible Notes Payable On Maturity [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants to purchase common stock | 56,000 | 56,000 | ||||
Convertible Notes Payable On Maturity [Member] | Series C Preferred Stock [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 95,000 | $ 95,000 | ||||
Maturity date, beginning | Aug. 02, 2022 | |||||
Maturity date, ending | Sep. 22, 2022 | |||||
Accrued interest rate | 8% | 8% | ||||
Debt instrument conversion price | $ 7.50 | $ 7.50 | ||||
Warrants term | 5 years | 5 years | ||||
Exercise price of warrants | $ 1.25 | $ 1.25 | ||||
Fair value of warrants | $ 8,043 |
Stockholders_ Deficiency (Detai
Stockholders’ Deficiency (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Class of Stock [Line Items] | ||
Conversion of shares | 76,530 | |
Stock-based compensation expense | $ 4,960 | $ 237,772 |
Warrant expense included within stockholder's deficiency | 31,276 | |
Unrecognized share based compensation | 0 | |
Expense Related Options [Member] | ||
Class of Stock [Line Items] | ||
Stock-based compensation expense | 206,400 | |
Warrant [Member] | ||
Class of Stock [Line Items] | ||
Stock-based compensation expense | 5,372 | 31,372 |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Stock-based compensation expense | (412) | 96 |
Series A and Series C Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Additional preferred dividends | $ 324,917 | $ 223,391 |
Series C Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Conversion of shares | 183,422 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - Director [Member] - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Warrants purchase for common stock | 1,431,500 | 1,356,500 |
Loan amount | $ 459,000 | |
Accrued interest - related parties | $ 269,194 | $ 249,389 |
Warrant [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Warrant exercise price per share | $ 0.75 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Oct. 31, 2019 | Jan. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Research and development expenses | $ 464,505 | $ 235,764 | |||
Accrued research and development expenses | 918,568 | $ 1,097,021 | |||
Litigation Settlement, Amount Awarded from Other Party | $ 267,680 | ||||
Promissory Notes [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Debt Instrument, Face Amount | $ 250,000 | ||||
Debt Instrument, Maturity Date | Mar. 16, 2016 | ||||
Yeda Research and License Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Research and development expenses | 14,500 | 35,000 | |||
Accrued research and development expenses | 0 | 0 | |||
MD Anderson Sponsored Research Agreements [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Research and development expenses | 429,505 | $ 200,764 | |||
Accrued research and development expenses | $ 316,514 | $ 411,773 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | 7 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Nov. 01, 2022 | Mar. 10, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | |||||
Debt conversion price | $ 0.75 | $ 0.75 | |||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Debt conversion converted amount | $ 1,433,095 | ||||
Mr Verstraete [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt conversion price | $ 7.50 | ||||
Number of warrants issued | 400,000 | ||||
Warrants exercise price | $ 1.25 | ||||
Convertible Notes Payable, Current | $ 1,000,000 | $ 500,000 | |||
Series C Convertible Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt conversion price | $ 0.75 | ||||
Convertible Notes Payable [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt conversion price | $ 7.50 | ||||
Convertible Notes Payable [Member] | Series C Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Principal amount | $ 1,375,698 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt instrument stated percentage | 10% | ||||
Number of warrants issued | 200,000 | ||||
Warrants exercise price | $ 0.75 | ||||
Debt instrument maturity date | Jun. 16, 2022 | ||||
Convertible Notes Payable, Current | $ 168,093 | ||||
Common stock, par value | $ 0.75 | ||||
Number of years warrants vested | 5 years | ||||
Conversion of shares of common stock | 18,684 | ||||
Debt conversion converted amount | $ 355,000 | ||||
Increase in accrued interest | 14,014 | ||||
Subsequent Event [Member] | Mr Verstraete [Member] | |||||
Subsequent Event [Line Items] | |||||
Convertible notes payable - related parties | 1,000,000 | ||||
Subsequent Event [Member] | Ms. Soave [Member] | |||||
Subsequent Event [Line Items] | |||||
Principal amount | $ 6,000,000 | ||||
Debt instrument maturity date | Apr. 28, 2023 | ||||
Subsequent Event [Member] | Two Directors [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of years warrants vested | 5 years | ||||
Subsequent Event [Member] | Two Directors [Member] | Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of warrants issued | 750,000 | ||||
Warrants exercise price | $ 1 | ||||
Subsequent Event [Member] | Series A And Series C Convertible Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, par value | $ 0.75 | ||||
Conversion of shares of common stock | 796,629 | ||||
Preferred stock dividend payable | $ 597,472 | ||||
Subsequent Event [Member] | Series C Convertible Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt conversion price | $ 7.50 | ||||
Debt conversion of shares | 47,333 | ||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of warrants issued | 240,000 | ||||
Warrants exercise price | $ 1.25 | ||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | Series C Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Principal amount | $ 300,000 | ||||
Debt Instrument, Maturity Date, Description | October 1, 2022 through February 11, 2023 | ||||
Debt instrument stated percentage | 8% | ||||
Debt conversion price | $ 7.50 |