Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 09, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | 180 LIFE SCIENCES CORP | |
Trading Symbol | ATNF | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 40,460,494 | |
Amendment Flag | false | |
Entity Central Index Key | 0001690080 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38105 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 90-1890354 | |
Entity Address, Address Line One | 3000 El Camino Real Bldg. 4 | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Palo Alto | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94306 | |
City Area Code | (650) | |
Local Phone Number | 507-0669 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 3,588,639 | $ 8,224,508 |
Prepaid expenses and other current assets | 2,926,202 | 2,976,583 |
Total Current Assets | 6,514,841 | 11,201,091 |
Intangible assets, net | 1,564,860 | 1,948,913 |
In-process research and development | 12,290,516 | 12,575,780 |
Goodwill | 13,965,715 | 36,987,886 |
Total Assets | 34,335,932 | 62,713,670 |
Current Liabilities: | ||
Accounts payable | 1,015,244 | 586,611 |
Accrued expenses | 2,092,029 | 1,964,580 |
Accrued expenses - related parties | 158,467 | 18,370 |
Loans payable - current portion | 321,694 | 1,828,079 |
Loans payable - related parties | 84,756 | 81,277 |
Derivative liabilities | 1,052,807 | 15,220,367 |
Total Current Liabilities | 4,724,997 | 19,699,284 |
Loans payable – non current portion | 31,522 | 48,165 |
Deferred tax liability | 3,504,046 | 3,643,526 |
Total Liabilities | 8,260,565 | 23,390,975 |
Commitments and contingencies (Note 8) | ||
Stockholders’ Equity: | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; (see designations and shares authorized for Series A, Class C and Class K preferred stock) | ||
Class C Preferred Stock; 1 share authorized, issued and outstanding at September 30, 2022 and December 31, 2021 | ||
Class K Preferred Stock; 1 share authorized, issued and outstanding at September 30, 2022 and December 31, 2021 | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 39,246,011 and 34,035,925 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 3,924 | 3,404 |
Additional paid-in capital | 115,427,474 | 107,184,137 |
Accumulated other comprehensive (loss) income | (3,689,764) | 817,440 |
Accumulated deficit | (85,666,267) | (68,682,286) |
Total Stockholders’ Equity | 26,075,367 | 39,322,695 |
Total Liabilities and Stockholders’ Equity | $ 34,335,932 | $ 62,713,670 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, share authorized | 5,000,000 | 5,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 39,246,011 | 34,035,925 |
Common stock, shares outstanding | 39,246,011 | 34,035,925 |
Class C Preferred Stock | ||
Preferred stock, share authorized | 1 | 1 |
Preferred stock, share issued | 1 | 1 |
Preferred stock, share outstanding | 1 | 1 |
Class K Preferred Stock | ||
Preferred stock, share authorized | 1 | 1 |
Preferred stock, share issued | 1 | 1 |
Preferred stock, share outstanding | 1 | 1 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |||
Operating Expenses: | ||||||
Research and development | $ 583,177 | $ 316,473 | $ 1,688,474 | $ 689,217 | ||
Research and development - related parties | 53,347 | 298,879 | 158,401 | 1,287,583 | ||
General and administrative | 3,418,628 | 3,519,605 | 10,405,933 | 8,740,067 | ||
General and administrative - related parties | 82,519 | 5,261 | 462,081 | |||
Total Operating Expenses | 4,055,152 | 4,217,476 | 12,258,069 | 11,178,948 | ||
Loss From Operations | (4,055,152) | (4,217,476) | (12,258,069) | (11,178,948) | ||
Other (Expense) Income: | ||||||
Gain on settlement of liabilities | 472,677 | 927,698 | ||||
Other income | 12,308 | 12,308 | ||||
Interest expense | (7,348) | (5,455) | (22,117) | (130,634) | ||
Interest (expense) income – related parties | (1,536) | (14,201) | 1,495 | (42,279) | ||
Loss on extinguishment of convertible notes payable, net | (9,737) | |||||
Loss on impairment of goodwill | (18,872,850) | (18,872,850) | ||||
Change in fair value of derivative liabilities | 1,449,908 | 22,043,391 | 14,167,560 | (10,342,337) | ||
Change in fair value of accrued issuable equity | (9,405) | |||||
Offering costs allocated to warrant liabilities | (604,118) | |||||
Total Other (Expense) Income, Net | (17,431,826) | 22,508,720 | (4,725,912) | (10,198,504) | ||
(Loss) Income Before Income Taxes | (21,486,978) | 18,291,244 | (16,983,981) | (21,377,452) | ||
Income tax benefit | 5,612 | 16,587 | ||||
Net (Loss) Income | (21,486,978) | 18,296,856 | (16,983,981) | (21,360,865) | ||
Other Comprehensive (Loss) Income: | ||||||
Foreign currency translation adjustments | (1,871,072) | (530,817) | (4,507,204) | 65,018 | ||
Total Comprehensive (Loss) Income | $ (23,358,050) | $ 17,766,039 | $ (21,491,185) | $ (21,295,847) | ||
Basic and Diluted Net (Loss) Income per Common Share | ||||||
Basic (in Dollars per share) | $ (0.55) | $ 0.56 | $ (0.47) | $ (0.7) | ||
Diluted (in Dollars per share) | $ (0.55) | $ 0.23 | $ (0.47) | $ (0.7) | ||
Weighted Average Number of Common Shares Outstanding: | ||||||
Basic (in Shares) | 39,181,736 | [1] | 32,727,965 | 35,803,504 | [1] | 30,491,082 |
Diluted (in Shares) | 39,181,736 | 33,709,584 | 35,803,504 | 30,491,082 | ||
[1]This amount includes 1,085,000 of unexercised, pre-funded penny warrants. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes In Stockholders' Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total | |
Balance at Dec. 31, 2020 | $ 2,617 | $ 78,005,004 | $ 636,886 | $ (48,357,638) | $ 30,286,869 | |
Balance (in Shares) at Dec. 31, 2020 | 26,171,225 | |||||
Comprehensive income (loss): | ||||||
Shares issued upon conversion of KBL debt | $ 47 | 1,941,078 | 1,941,125 | |||
Shares issued upon conversion of KBL debt (in Shares) | 467,123 | |||||
Shares issued upon conversion of 180 debt | $ 16 | 432,367 | 432,383 | |||
Shares issued upon conversion of 180 debt (in Shares) | 158,383 | |||||
Shares issued in connection with the financing, net of financing costs | [1] | $ 256 | 10,730,814 | 10,731,070 | ||
Shares issued in connection with the financing, net of financing costs (in Shares) | [1] | 2,564,000 | ||||
Offering costs allocated to warrant liabilities | [2] | 604,118 | 604,118 | |||
Offering costs allocated to warrant liabilities (in Shares) | [2] | |||||
Warrants issued in connection with private offering, reclassified to derivative liabilities | (7,294,836) | (7,294,836) | ||||
Shares issued upon exchange of common stock equivalents | $ 96 | (96) | ||||
Shares issued upon exchange of common stock equivalents (in Shares) | 959,809 | |||||
Stock based compensation: | ||||||
Common stock | $ 20 | 925,384 | 925,404 | |||
Common stock (in Shares) | 197,790 | |||||
Stock based compensation,Options | 1,092,399 | 1,092,399 | ||||
Comprehensive income (loss): | ||||||
Net income (loss) | (16,198,585) | (16,198,585) | ||||
Other comprehensive income (loss) | 189,348 | 189,348 | ||||
Balance at Mar. 31, 2021 | $ 3,052 | 86,436,232 | 826,234 | (64,556,223) | 22,709,295 | |
Balance (in Shares) at Mar. 31, 2021 | 30,518,330 | |||||
Balance at Dec. 31, 2020 | $ 2,617 | 78,005,004 | 636,886 | (48,357,638) | 30,286,869 | |
Balance (in Shares) at Dec. 31, 2020 | 26,171,225 | |||||
Comprehensive income (loss): | ||||||
Net income (loss) | (21,360,865) | |||||
Shares issued to settle accounts payable | 1,973,250 | |||||
Balance at Sep. 30, 2021 | $ 3,399 | 106,153,999 | 701,904 | (69,718,503) | 37,140,799 | |
Balance (in Shares) at Sep. 30, 2021 | 33,968,735 | |||||
Balance at Mar. 31, 2021 | $ 3,052 | 86,436,232 | 826,234 | (64,556,223) | 22,709,295 | |
Balance (in Shares) at Mar. 31, 2021 | 30,518,330 | |||||
Stock based compensation: | ||||||
Common stock | $ 4 | 378,655 | 378,659 | |||
Common stock (in Shares) | 37,515 | |||||
Stock based compensation,Options | 344,095 | 344,095 | ||||
Comprehensive income (loss): | ||||||
Net income (loss) | (23,459,136) | (23,459,136) | ||||
Other comprehensive income (loss) | 406,487 | 406,487 | ||||
Shares issued to settle accounts payable | $ 23 | 1,973,227 | 1,973,250 | |||
Shares issued to settle accounts payable (in Shares) | 225,000 | |||||
Impact of transfer agent reconciliation | $ 28 | (28) | ||||
Impact of transfer agent reconciliation (in Shares) | 280,509 | |||||
Stock based compensation: | ||||||
Correction of an error | 363,523 | 363,523 | ||||
Balance at Jun. 30, 2021 | $ 3,106 | 89,495,704 | 1,232,721 | (88,015,359) | 2,716,172 | |
Balance (in Shares) at Jun. 30, 2021 | 31,061,354 | |||||
Comprehensive income (loss): | ||||||
Shares issued upon exchange of common stock equivalents | $ 4 | (4) | ||||
Shares issued upon exchange of common stock equivalents (in Shares) | 44,240 | |||||
Stock based compensation: | ||||||
Common stock | $ 8 | 431,988 | 431,996 | |||
Common stock (in Shares) | 71,289 | |||||
Stock based compensation,Options | 434,979 | 434,979 | ||||
Comprehensive income (loss): | ||||||
Net income (loss) | 18,296,856 | 18,296,856 | ||||
Other comprehensive income (loss) | (530,817) | (530,817) | ||||
Comprehensive loss: | ||||||
Shares issued in connection with the August 2021 Offering, net of financing costs | $ 250 | 13,879,750 | 13,880,000 | |||
Shares issued in connection with the August 2021 Offering, net of financing costs (in Shares) | 2,500,000 | |||||
Shares issued to settle convertible det and derivative liabilities with Alpha Capital | $ 15 | 1,060,485 | 1,060,500 | |||
Shares issued to settle convertible det and derivative liabilities with Alpha Capital (in Shares) | 150,000 | |||||
Shares issued in connection with the repayment of related party loans and convertible notes | $ 15 | 851,097 | 851,112 | |||
Shares issued in connection with the repayment of related party loans and convertible notes (in Shares) | 141,852 | |||||
Balance at Sep. 30, 2021 | $ 3,399 | 106,153,999 | 701,904 | (69,718,503) | 37,140,799 | |
Balance (in Shares) at Sep. 30, 2021 | 33,968,735 | |||||
Balance at Dec. 31, 2021 | $ 3,404 | 107,184,137 | 817,440 | (68,682,286) | 39,322,695 | |
Balance (in Shares) at Dec. 31, 2021 | 34,035,925 | |||||
Shares issued for professional services to directors | $ 5 | 149,713 | 149,718 | |||
Shares issued for professional services to directors (in Shares) | 51,319 | |||||
Stock based compensation | 596,467 | 596,467 | ||||
Comprehensive income (loss): | ||||||
Net income (loss) | 1,563,713 | 1,563,713 | ||||
Other comprehensive income (loss) | (728,081) | (728,081) | ||||
Balance at Mar. 31, 2022 | $ 3,409 | 107,930,317 | 89,359 | (67,118,573) | 40,904,512 | |
Balance (in Shares) at Mar. 31, 2022 | 34,087,244 | |||||
Balance at Dec. 31, 2021 | $ 3,404 | 107,184,137 | 817,440 | (68,682,286) | $ 39,322,695 | |
Balance (in Shares) at Dec. 31, 2021 | 34,035,925 | |||||
Shares issued from exercise of pre-funded warrants (in Shares) | ||||||
Comprehensive income (loss): | ||||||
Net income (loss) | $ (16,983,981) | |||||
Shares issued to settle accounts payable | ||||||
Balance at Sep. 30, 2022 | $ 3,924 | 115,427,474 | (3,689,764) | (85,666,267) | 26,075,367 | |
Balance (in Shares) at Sep. 30, 2022 | 39,246,011 | |||||
Balance at Mar. 31, 2022 | $ 3,409 | 107,930,317 | 89,359 | (67,118,573) | 40,904,512 | |
Balance (in Shares) at Mar. 31, 2022 | 34,087,244 | |||||
Shares issued for professional services to directors | $ 4 | 60,623 | 60,627 | |||
Shares issued for professional services to directors (in Shares) | 44,579 | |||||
Stock based compensation | $ 1 | 795,051 | 795,052 | |||
Stock based compensation (in Shares) | 12,000 | |||||
Comprehensive income (loss): | ||||||
Net income (loss) | 2,939,284 | 2,939,284 | ||||
Other comprehensive income (loss) | (1,908,051) | (1,908,051) | ||||
Balance at Jun. 30, 2022 | $ 3,414 | 108,785,991 | (1,818,692) | (64,179,289) | 42,791,424 | |
Balance (in Shares) at Jun. 30, 2022 | 34,143,823 | |||||
Shares issued for professional services to directors | $ 5 | 60,617 | 60,622 | |||
Shares issued for professional services to directors (in Shares) | 55,112 | |||||
Issuance of pre-funded warrants | [1] | 2,562,265 | 2,562,265 | |||
Shares issued from exercise of pre-funded warrants | [1] | $ 155 | 155 | |||
Shares issued from exercise of pre-funded warrants (in Shares) | [1] | 1,547,076 | ||||
Shares issued in connection with July 2022 Offering | [1] | $ 350 | 3,407,140 | 3,407,490 | ||
Shares issued in connection with July 2022 Offering | [1] | 3,500,000 | ||||
Stock based compensation | 611,461 | 611,461 | ||||
Comprehensive income (loss): | ||||||
Net income (loss) | (21,486,978) | (21,486,978) | ||||
Other comprehensive income (loss) | (1,871,072) | (1,871,072) | ||||
Balance at Sep. 30, 2022 | $ 3,924 | $ 115,427,474 | $ (3,689,764) | $ (85,666,267) | $ 26,075,367 | |
Balance (in Shares) at Sep. 30, 2022 | 39,246,011 | |||||
[1]Consists of $6,499,737 of gross proceeds from the July 2022 Offering; gross proceeds of $3,710,000 are related to the common shares and common warrants issued and includes $302,510 in related placement agent fees and other offering costs, and $2,789,737 in gross proceeds are in connection with the pre-funded warrants and includes $227,472 in related placement agent fees and other offering costs. At the end of the period, 1,547,076 pre-funded warrants were exercised at an exercise price of $0.0001 for proceeds of $155.[2] Consists of $11,666,200 of gross proceeds from the February 2021 PIPE offering, net of placement agent fees and other cash offering costs of $968,930. Of the $968,930 of offering costs, $364,812 was allocated to the common stock and $604,118 was allocated to the warrant liabilities and expensed immediately due to their liability classification. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows From Operating Activities | ||
Net Loss | $ (16,983,981) | $ (21,360,865) |
Stock-based compensation: | ||
Shares issued for services | 270,967 | 2,099,582 |
Amortization of stock options and restricted stock shares | 2,002,980 | 1,871,473 |
Impairment of goodwill | 18,872,850 | |
Depreciation and amortization | 71,396 | 93,139 |
Bad debt expense – related parties | 338,582 | |
Gain on settlement of liabilities | (927,698) | |
Loss on extinguishment of convertible note payable | 9,737 | |
Deferred tax benefit | (16,587) | |
Offering costs allocated to warrant liabilities | 604,118 | |
Change in fair value of derivative liabilities | (14,167,560) | 10,342,337 |
Change in fair value of accrued issuable equity | 9,405 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 36,340 | (443,531) |
Accounts payable | 428,632 | (5,458,875) |
Accounts payable – related parties | (211,048) | |
Accrued expenses | 127,449 | (799,764) |
Accrued expenses – related parties | 140,097 | (441,403) |
Accrued issuable equity | (52,500) | |
Total adjustments | 7,783,151 | 7,016,967 |
Net Cash Used In Operating Activities | (9,200,830) | (14,343,898) |
Cash Flows From Financing Activities | ||
Shares issued for cash, net of issuance costs | 26,666,200 | |
Proceeds from sale of common stock and common warrants | 6,499,737 | |
Proceeds from exercise of pre-funded warrants | 155 | |
Offering costs in connection with sale of common stock and warrants | (529,982) | (2,055,130) |
Repayment of loans payable | (1,491,986) | (306,361) |
Repayment of loans payable – related parties | (431,838) | |
Repayment of convertible debt – related parties | (10,000) | |
Net Cash Provided By Financing Activities | 4,477,924 | 23,862,871 |
Effect of Exchange Rate Changes on Cash | 87,037 | 60,283 |
Net (Decrease) Increase In Cash | (4,635,869) | 9,579,256 |
Cash - Beginning of Period | 8,224,508 | 2,108,544 |
Cash - End of Period | 3,588,639 | 11,687,800 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the period for income taxes | ||
Cash paid during the period for interest | 13,423 | 31,428 |
Non-cash investing and financing activities: | ||
Warrants issued in connection with the private offering | 7,294,836 | |
Shares issued to settle accounts payable | 1,973,250 | |
Conversion of convertible debt and accrued interest into common stock | 1,340,184 | |
Common stock issued upon exchange of notes payable and accrued interest | 1,283,496 | |
Shares and warrants issued for Alpha settlement | 1,156,177 | |
Security deposit applied to accounts payable | 7,078 | |
Exchange of common stock equivalents for common stock | $ 100 |
Business Organization and Natur
Business Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 - BUSINESS ORGANIZATION AND NATURE OF OPERATIONS 180 Life Sciences Corp., formerly known as KBL Merger Corp. IV (“180LS”, or together with its subsidiaries, the “Company”), was a blank check company organized under the laws of the State of Delaware on September 7, 2016. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On November 6, 2020 (“Closing Date”), a business combination was consummated following a special meeting of stockholders, where the stockholders of the Company considered and approved, among other matters, a proposal to adopt a Business Combination Agreement. Pursuant to the Business Combination Agreement, KBL Merger Sub, Inc. merged with 180 Life Corp. (f/k/a 180 Life Sciences Corp.) (“ 180 The Company is a clinical stage biotechnology company focused on the development of therapeutics for unmet medical needs in chronic pain, inflammation, fibrosis and other inflammatory diseases, where anti-TNF therapy will provide a clear benefit to patients, by employing innovative research, and, where appropriate, combination therapy. We have three product development platforms: ● fibrosis and anti-tumor necrosis factor (“TNF”); ● drugs which are derivatives of cannabidiol (“CBD”); and ● alpha 7 nicotinic acetylcholine receptor (“α7nAChR”). |
Going Concern and Management's
Going Concern and Management's Plans | 9 Months Ended |
Sep. 30, 2022 | |
Going Concern and Management's Plans [Abstract] | |
GOING CONCERN AND MANAGEMENT'S PLANS | NOTE 2 - GOING CONCERN AND MANAGEMENT’S PLANS The Company has not generated any revenues and has incurred significant losses since inception. For the nine months ended September 30, 2022, the Company used cash in operations of $9,200,830. As of September 30, 2022, the Company has an accumulated deficit of $85,666,267 and working capital of $1,789,844. On July 17, 2022, the Company entered into a Securities Purchase Agreement with certain purchasers, pursuant to which the Company agreed to sell an aggregate of 3,500,000 shares of common stock, pre-funded warrants to purchase up to an aggregate of 2,632,076 shares of common stock (“July 2022 Pre-Funded Warrants”), and common stock warrants to purchase up to an aggregate of 6,132,076 shares of common stock (the “July 2022 Common Warrants”), at a combined purchase price of $1.06 per share and warrant (the “July 2022 Offering”). Aggregate gross proceeds from the July 2022 Offering were $6,499,737 (see Note 9 – Stockholder’s Equity). The July 2022 Offering closed on July 20, 2022. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. The extent of COVID-19’s effect on the Company’s operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic (including any resurgences), the impact of variants of the virus that causes COVID-19, labor needs at the Company as well as in the supply chain, compliance with government or employer COVID-19 vaccine mandates and the resulting impact on available labor, and the level of social and economic restrictions imposed in the United States and abroad in an effort to curb the spread of the virus, all of which are uncertain and difficult to predict. Management has evaluated, and will continue to evaluate, the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position or results of its operations, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements (the “condensed consolidated financial statements”). The follow-up time for patient data and the statistical analysis for the Phase 2b Dupuytren’s Contracture clinical trial was delayed as a result of COVID-19, but such follow-up and statistical analyses are now complete. The Company announced the top-line data results from the Phase 2b trial on December 1, 2021 and the data was published on April 29, 2022 in a peer-reviewed journal. The Company may experience similar delays in other clinical trials due to the continued future impact of COVID-19. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. These condensed consolidated financial statements have been prepared under the assumption of a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company’s ability to continue its operations is dependent upon obtaining new financing for its ongoing operations. Future financing options available to the Company include equity financings and loans and if the Company is unable to obtain such additional financing timely, or on favorable terms, the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on its business, financial condition and results of operations, and it could ultimately be forced to discontinue its operations and liquidate. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is defined as within one year after the date that the condensed consolidated financial statements are issued. Realization of the Company’s assets may be substantially different from the carrying amounts presented in these condensed consolidated financial statements and the accompanying condensed consolidated financial statements do not include any adjustments that may become necessary, should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies as set forth in the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2021 under Note 3 - Summary of Significant Accounting Policies, except as disclosed in this note. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2022. For further information, refer to the financial statements and footnotes included in the Company’s annual financial statements for the fiscal year ended December 31, 2021, which are included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2022. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the condensed consolidated financial statements. The Company’s significant estimates and assumptions used in these condensed consolidated financial statements include, but are not limited to, the collectability of an insurance claims receivable, the fair value of financial instruments warrants, options and equity shares, the valuation of stock-based compensation, and the estimates and assumptions related to impairment analysis of goodwill and other intangible assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and may cause actual results to differ from those estimates. Foreign Currency Translation The Company’s reporting currency is the United States dollar. The functional currency of certain subsidiaries was the Canadian Dollar (“CAD”) (0.7874 CAD to 1 US dollar as of December 31, 2021) or British Pound (“GBP”) (1.1150 and 1.3510 GBP to 1 US dollar, each as of September 30, 2022 and December 31, 2021, respectively), while expense accounts are translated at the weighted average exchange rate for the period (0.7941 CAD and 0.7992 CAD to 1 US dollar for each of the three and nine months ended September 30, 2021, respectively, 1.1772 and 1.3784 GBP to 1 US dollar for each of the three months ended September 30, 2022 and 2021, respectively, and 1.2597 and 1.3847 GBP to 1 US dollar for each of the nine months ended September 30, 2022 and 2021, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income. Comprehensive income (loss) is defined as the change in equity of an entity from all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments as described above. During the three months ended September 30, 2022 and 2021, the Company recorded other comprehensive loss of ($1,871,072) and ($530,817), respectively, as a result of foreign currency translation adjustments. During the nine months ended September 30, 2022 and 2021, the Company recorded other comprehensive (loss) income of ($4,507,204) and $65,018, respectively, as a result of foreign currency translation adjustments. Foreign currency gains and losses resulting from transactions denominated in foreign currencies, including intercompany transactions, are included in results of operations. The Company recognized ($14,031) and ($14,151) of foreign currency transaction losses for the three and nine months ended September 30, 2022, respectively, and recognized ($218,834) and ($200,264) of foreign currency transaction losses for the three and nine months ended September 30, 2021, respectively. Such amounts have been classified within general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss). Impairment of Long-Lived Assets and Goodwill The Company reviews long-lived assets and certain identifiable assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. An impairment exists when the carrying value of the long-lived asset is not recoverable and exceeds its estimated fair value. Goodwill represents the difference between the purchase price and the fair value of assets and liabilities acquired in a business combination. The Company reviews goodwill yearly, or more frequently whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered, for impairment by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, it is unnecessary to perform a quantitative analysis. The Company may elect to bypass the qualitative assessment and proceed directly to performing a quantitative analysis. As of December 31, 2021, the Company elected to bypass the qualitative assessment and conducted a quantitative assessment whereby it was determined the fair value of the reporting unit (which the Company concluded was the consolidated entity), exceeded the carrying value and, accordingly, there was no impairment of goodwill. During the quarter, the market value of the Company’s single reporting unit had significantly declined and as such, the Company elected to conduct a quantitative analysis of goodwill to assess for impairment. As of September 30, 2022, the market value of the Company’s publicly traded stock was $0.67 per share; the Company determined the fair market value of its single reporting unit as of that date to be $26,102,105, which represents the value per share multiplied by 39,251,286 shares (consisting of 39,246,011 shares of common stock outstanding as of September 30, 2022 plus 5,275 special voting shares which are exchangeable into common stock for no additional consideration). The carrying amount of the reporting unit as of September 30, 2022 was $44,974,955 (total assets of $53.2 million less total liabilities of $8.2 million). As of this measurement date, the carrying value exceeded the fair market value by $18,872,850 and as such, management determined that the goodwill of the reporting unit was impaired by this amount. To recognize the impairment of goodwill, the Company recorded a loss (which appears as an expense on the income statement) for $18,872,850, which reduced the goodwill of its CannBioRex Pharmaceuticals Corp. (“CBR”) and 180 Therapeutics LP (“180T”) subsidiaries by $11,264,612 and $7,608,238, respectively. The following is a summary of goodwill activity for the nine months ended September 30, 2022 for the Company’s single reporting unit, which includes the recorded loss on goodwill impairment described above. CBR Goodwill 180T Goodwill Consolidated Goodwill Balance, December 31, 2021 $ 23,749,631 $ 13,238,255 $ 36,987,886 Currency translation (664,353 ) - (664,353 ) Balance, March 31, 2022 23,085,278 13,238,255 36,323,533 Currency translation (1,734,582 ) - (1,734,582 ) Balance, June 30, 2022 21,350,696 13,238,255 34,588,951 Currency translation (1,750,386 ) - (1,750,386 ) Balance before impairment 19,600,310 13,238,255 32,838,565 Impairment of goodwill (11,264,612 ) (7,608,238 ) (18,872,850 ) Balance, September 30, 2022 $ 8,335,698 $ 5,630,017 $ 13,965,715 The Company will continue to perform goodwill/intangible assets and In-Process Research and Development (“IPR&D”) assets impairment testing on an annual basis, or as needed if there are changes to the composition of its reporting unit. As of September 30, 2022, there have been no changes to the composition of the reporting unit. Net Income (Loss) Per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive. The following table details the net income (loss) per share calculation, reconciles between basic and diluted weighted average shares outstanding, and presents the potentially dilutive shares that are excluded from the calculation of the weighted average diluted common shares outstanding, because their inclusion would have been anti-dilutive: For the Three Months Ended For the Nine Months Ended 2022 2021 2022 2021 Numerator: Net (loss) income $ (21,486,978 ) $ 18,296,856 $ (16,983,981 ) $ (21,360,865 ) Less: decrease in fair value of dilutive warrants - 10,487,783 - - (Loss) income available to common stockholders - diluted $ (21,486,978 ) $ 7,809,073 $ (16,983,981 ) $ (21,360,865 ) Weighted average shares outstanding (denominator for basic earnings per share) 39,181,736 (1) 32,727,965 35,803,504 (1) 30,491,082 Effects of dilutive securities: Assumed exercise of stock options, treasury stock method - 182,727 - - Assumed exercise of warrants, treasury stock method - 798,892 - - Dilutive potential common shares - 981,619 - - Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method) 39,181,736 (1) 33,709,584 35,803,504 (1) 30,491,082 Basic earnings per share $ (0.55 ) $ 0.56 $ (0.47 ) $ (0.70 ) Diluted earnings per share $ (0.55 ) $ 0.23 $ (0.47 ) $ (0.70 ) (1) This amount includes 1,085,000 of unexercised, pre-funded penny warrants. The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive: For the Three Months Ended For the Nine Months Ended 2022 2021 2022 2021 Options 3,259,121 436,000 3,259,121 2,066,000 Warrants 17,285,984 (1) 8,526,250 17,285,984 (1) 11,153,908 Total potentially dilutive shares 20,545,105 8,962,250 20,545,105 13,219,908 (1) This amount excludes 1,085,000 of unexercised, pre-funded warrants, which are not considered to be anti-dilutive, as they are penny warrants. Warrant, Option and Convertible Instrument Valuation The Company has computed the fair value of warrants and options using a Black-Scholes model. The expected term used for warrants is the contractual life and the expected term used for options issued is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” option grants. The Company is utilizing an expected volatility figure 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. Subsequent Events The Company has evaluated events that have occurred after the balance sheet date but before these condensed consolidated financial statements were issued. Based upon that 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 in Note 11 - Subsequent Events. Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses consist of the following as of September 30, 2022 and December 31, 2021: September 30, December 31, 2022 2021 Insurance $ 378,009 $ 2,151,487 Research and development expense tax credit receivable 601,265 644,513 Insurance claims receivable (1) 1,836,940 - Professional fees 38,311 80,783 Value-added tax receivable 46,059 24,411 Taxes 25,618 25,634 Other - 49,755 $ 2,926,202 $ 2,976,583 (1) See Note 8 – Commitments and Contingencies – Legal Matters. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 5 – ACCRUED EXPENSES Accrued expenses consist of the following as of September 30, 2022 and December 31, 2021: September 30, December 31, 2022 2021 Consulting fees $ 402,315 $ 548,281 Professional fees 26,738 252,973 Accrued legal fees (1) 218,217 300,000 Employee and director compensation 1,236,014 725,569 Research and development fees 168,172 91,737 Interest 33,523 25,433 Other 7,050 20,587 $ 2,092,029 $ 1,964,580 (1) See Note 8 - Commitments and Contingencies, Legal Matters As of September 30, 2022 and December 31, 2021, accrued expenses - related parties were $158,467 and $18,370, respectively. See Note 10 - Related Parties for details. |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 6 - DERIVATIVE LIABILITIES The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities (except the Public SPAC Warrants as defined below, which are Level 1 derivative liabilities) that are measured at fair value on a recurring basis: Warrants Public Private SPAC SPAC PIPE Other Total Balance as of January 1, 2022 $ 8,048,850 $ 467,325 $ 6,516,300 $ 187,892 $ 15,220,367 Change in fair value of derivative liabilities (1,852,650 ) (251,250 ) (3,044,800 ) (81,414 ) (5,230,114 ) Balance as of March 31, 2022 6,196,200 216,075 3,471,500 106,478 9,990,253 Change in fair value of derivative liabilities (4,357,350 ) (185,925 ) (2,849,900 ) (94,363 ) (7,487,538 ) Balance as of June 30, 2022 1,838,850 30,150 621,600 12,115 2,502,715 Change in fair value of derivative liabilities (1,246,600 ) (10,050 ) (188,000 ) (5,258 ) (1,449,908 ) Balance as of September 30, 2022 $ 592,250 $ 20,100 $ 433,600 $ 6,857 $ 1,052,807 The fair value of the derivative liabilities as of September 30, 2022 and December 31, 2021 was estimated using the Black Scholes option pricing model, with the following assumptions used: September 30, Risk-free interest rate 4.16% - 4.24 % Expected term in years 1.84 - 3.40 Expected volatility 76.00% - 95.00 % Expected dividends 0 % Market Price $ 0.67 December 31, Risk-free interest rate 0.85% - 1.14 % Expected term in years 2.59 – 4.15 Expected volatility 98.5 % Expected dividends 0 % Market Price $ 3.90 SPAC Warrants Public SPAC Warrants Participants in KBL’s initial public offering received an aggregate of 11,500,000 warrants (“Public SPAC Warrants”). Each Public SPAC Warrant entitles the holder to purchase one-half of one share of the Company’s common stock at an exercise price of $5.75 per half share ($11.50 per whole share) until November 6, 2025, subject to adjustment. No fractional shares will be issued upon exercise of the Public SPAC Warrants. Management has determined that the Public SPAC Warrants contain a tender offer provision which could result in the Public SPAC Warrants settling for the tender offer consideration (including potentially cash) in a transaction that didn’t result in a change-in-control. This feature results in the Public SPAC Warrants being precluded from equity classification. Accordingly, the Public SPAC Warrants are classified as liabilities measured at fair value, with changes in fair value each period reported in earnings. The Public SPAC Warrants were revalued on September 30, 2022 at $592,250, which resulted in decreases of $1,246,600 and $7,456,600 in the fair value of the derivative liabilities during the three and nine months ended September 30, 2022, respectively. Private SPAC Warrants Participants in KBL’s initial private placement in connection with its initial public offering received an aggregate of 502,500 warrants (“Private SPAC Warrants”). Each Private SPAC Warrant entitles the holder to purchase one-half of one share of the Company’s common stock at an exercise price of $5.75 per half share ($11.50 per whole share) until November 6, 2025, subject to adjustment. No fractional shares will be issued upon exercise of the Private SPAC Warrants. Management has determined that the Private SPAC Warrants contain a tender offer provision which could result in the Private SPAC Warrants settling for the tender offer consideration (including potentially cash) in a transaction that didn’t result in a change-in-control. This feature (amongst others) results in the Private SPAC Warrants being precluded from equity classification. Accordingly, the Private SPAC Warrants are classified as liabilities measured at fair value, with changes in fair value each period reported in earnings. The Private SPAC Warrants were revalued on September 30, 2022 at $20,100, which resulted in decreases of $10,050 and $447,225 in the fair value of the derivative liabilities during the three and nine months ended September 30, 2022, respectively. PIPE Warrants On February 23, 2021, the Company issued five-year warrants (the “PIPE Warrants”) to purchase 2,564,000 shares of common stock at an exercise price of $5.00 per share in connection with a private placement offering. The PIPE Warrants did not meet the requirements for equity classification due to the existence of a tender offer provision that could potentially result in cash settlement of the PIPE Warrants that didn’t meet the limited exception in the case of a change-in-control. Accordingly, the PIPE Warrants are liability-classified and the Company recorded the $7,294,836 fair value of the PIPE Warrants, which was determined using the Black-Scholes option pricing model, as derivative liabilities. The PIPE Warrants were revalued on September 30, 2022 at $433,600, which resulted in decreases of $188,000 and $6,082,700 in the fair value of the derivative liabilities during the three and nine months ended September 30, 2022, respectively. Other Warrants AGP Warrant In connection with the transactions contemplated by the Company’s Business Combination Agreement (as amended, the “Business Combination Agreement”), dated as of July 25, 2019 (the “Business Combination”), on November 6, 2020, the Company became obligated to assume five-year warrants for the purchase of 63,658 shares of the Company’s common stock at an exercise price of $5.28 per share (the “Alliance Global Partners Warrant Liability” or “AGP Warrant Liability”) that had originally been issued by KBL to an investment banking firm in connection with a prior private placement. On March 12, 2021, the Company issued a warrant to Alliance Global Partners (“AGP” and the “AGP Warrant”) to purchase up to an aggregate of 63,658 shares of the Company’s common stock at a purchase price of $5.28 per share, subject to adjustment, in full satisfaction of the AGP Warrant Liability. The exercise of the AGP Warrant is limited at any given time to prevent AGP from exceeding beneficial ownership of 4.99% of the then total number of issued and outstanding shares of the Company’s common stock upon such exercise. The warrant is exercisable at any time between May 2, 2021 and May 2, 2025. The AGP Warrant did not meet the requirements for equity classification due to the existence of a tender offer provision that could potentially result in cash settlement of the AGP Warrant that did not meet the limited exception in the case of a change-in-control. Accordingly, the AGP Warrant will continue to be liability-classified. The AGP Warrant was revalued on September 30, 2022 at $6,633, which resulted in decreases of $3,762 and $137,698 in the fair value of the derivative liabilities during the three and nine months ended September 30, 2022, respectively. Alpha Warrant In connection with that certain Mutual Release and Settlement Agreement dated July 31, 2021 (agreed to on July 29, 2021) between the Company and Alpha Capital Anstalt (“Alpha” and the “Alpha Settlement Agreement”), the Company issued a three-year warrant for the purchase of 25,000 shares of the Company’s common stock at an exercise price of $7.07 per share (the “Alpha Warrant Liability” and the “Alpha Warrant”). The exercise of shares of the Alpha Warrant is limited at any given time to prevent Alpha from exceeding a beneficial ownership of 4.99% of the then total number of issued and outstanding shares of the Company’s common stock upon such exercise. The warrant is exercisable until August 2, 2024. The Alpha Warrant did not meet the requirements for equity classification due to the existence of a tender offer provision that could potentially result in cash settlement of the Alpha Warrant that did not meet the limited exception in the case of a change-in-control. Accordingly, the Alpha Warrant is liability-classified and the Company recorded the $95,677 fair value of the Alpha Warrant, which was determined using the Black-Scholes option pricing model, as a derivative liability. The Alpha Warrant was revalued on September 30, 2022 at $224, which resulted in decreases of $1,496 and $43,337 in the fair value of the derivative liabilities during the three and nine months ended September 30, 2022, respectively. Warrant Activity A summary of the warrant activity (including certain warrants granted in August 2021 and July 2022 as part of private offerings, both of which are equity-classified) during the nine months ended September 30, 2022 is presented below: Number of Weighted Weighted Intrinsic Outstanding, December 31, 2021 11,153,908 $ 9.06 4.1 $ - Issued 8,764,152 0.74 5.3 1,750,067 Exercised (1,547,076 ) 0.0001 - (1) (1,028,651 ) Cancelled - - - - Expired - - - - Outstanding, September 30, 2022 18,370,984 $ 5.77 3.8 (1) $ 721,417 Exercisable, September 30, 2022 12,238,908 $ 8.13 3.0 721,417 (1) Note that the July 2022 Pre-funded Warrants are exercisable until they are exercised in full and have no expiration date; as such, they have been excluded from this calculation. A summary of outstanding and exercisable warrants as of September 30, 2022 is presented below: Warrants Outstanding Warrants Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 5.00 2,564,000 3.4 2,564,000 $ 5.28 63,658 2.6 63,658 $ 7.07 25,000 1.8 25,000 $ 7.50 2,500,000 3.9 2,500,000 $ 11.50 6,001,250 3.1 6,001,250 $ 1.06 6,132,076 - (1) - (1) $ 0.0001 1,085,000 - (2) 1,085,000 18,370,984 3.3 (1) (2) 12,238,908 (1) Note that the July 2022 Common Warrants are exercisable for 5 years following the initial exercise date, which is six months following the closing of the July 2022 Offering, or January 20, 2023. (2) Note that the July 2022 Pre-funded Warrants are exercisable until they are exercised in full and have no expiration date; as such, they have been excluded from this calculation. |
Loans Payable
Loans Payable | 9 Months Ended |
Sep. 30, 2022 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | NOTE 7 - LOANS PAYABLE Loans Payable The following table summarizes the activity of loans payable during the nine months ended September 30, 2022: Principal Forgiveness Principal Adjustment Effect of Principal Paycheck Protection Program $ 41,312 $ - $ (41,312 ) $ - $ - $ - Bounce Back Loan Scheme 61,169 - (6,711 ) - (12,000 ) 42,458 First Assurance Funding 1,618,443 - (1,443,963 ) (14,042 )(1) - 160,438 Other loans payable 155,320 - - (5,000 )(2) - 150,320 Total loans payable $ 1,876,244 $ - $ (1,491,986 ) $ (19,042 ) $ (12,000 ) $ 353,216 Less: loans payable - current portion 1,828,079 321,694 Loans payable - noncurrent portion $ 48,165 $ 31,522 (1) Note that this amount was related to finance charges and was reclassified. (2) Note that this amount was reclassified to related party payables. During the three months ended September 30, 2022, the Company paid $481,321 and $2,692 in partial satisfaction of the First Assurance Funding loan and the Bounce Back Loan Scheme, respectively. During the nine months ended September 30, 2022, the Company paid an aggregate of $1,443,963 and $6,711 in partial satisfaction of the First Assurance Funding loan and the Bounce Back Loan Scheme, respectively, and paid $41,312 in full satisfaction of the Paycheck Protection Program loan. Loans Payable – Related Parties The below table summarizes the activities of loans payable – related parties during the nine months ended September 30, 2022 (see Note 10 – Related Parties for additional details): Principal Reclass Effect of Principal Loans payable issued between September 18, 2019 through November 4, 2020 $ 81,277 $ 5,000 $ (1,521 ) $ 84,756 Interest Expense on Loans Payable For the three months ended September 30, 2022 and 2021, the Company recognized interest expense associated with loans payable of $7,348 and $2,315, respectively, and interest expense — related parties associated with loans payable of $1,536 and $10,566, respectively. During the nine months ended September 30, 2022 and 2021, the Company recognized interest expense associated with loans payable of $22,117 and $20,498, respectively, and interest income (expense) — related parties associated with loans payable of $1,495 and ($30,898), respectively. As of September 30, 2022, the Company had accrued interest and accrued interest — related parties associated with loans payable of $32,914 and $16,676, respectively. As of December 31, 2021, the Company had accrued interest and accrued interest — related parties associated with loans payable of $24,212 and $812, respectively. See Note 10 — Related Parties for additional details. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 - COMMITMENTS AND CONTINGENCIES Litigation and Other Loss Contingencies The Company records liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company has no liabilities recorded for loss contingencies as of December 31, 2021. See Legal Matters – Action Against Former Executive of KBL Legal Matters Action Against Former Executive of KBL On September 1, 2021, the Company initiated legal action in the Chancery Court of Delaware against Dr. Marlene Krauss, the Company’s former Chief Executive Officer and director (“Dr. Krauss”) and two of her affiliated companies, KBL IV Sponsor, LLC and KBL Healthcare Management, Inc. (collectively, the “KBL Affiliates”) for, among other things, engaging in unauthorized monetary transfers of the Company’s assets, non-disclosure of financial liabilities within the Company’s Consolidated Financial Statements, issuing shares of stock without proper authorization; and improperly allowing stockholder redemptions to take place. The Company’s complaint alleges causes of action against Dr. Krauss and/or the KBL Affiliates for breach of fiduciary duties, ultra vires acts, unjust enrichment, negligence and declaratory relief, and seeks compensatory damages in excess of $11,286,570, together with interest, attorneys’ fees and costs. There can be no assurance that the Company will be successful in its legal actions. As of September 30, 2022, the Company has a legal accrual of $218,217 recorded to cover the legal expenses of the former executives of KBL. On October 5, 2021, Dr. Krauss and the KBL Affiliates filed an Answer, Counterclaims and Third-Party Complaint (the “Krauss Counterclaims”) against the Company and twelve individuals who are, or were, directors and/or officers of the Company, i.e., Marc Feldmann, Lawrence Steinman, James N. Woody, Teresa DeLuca, Frank Knuettel II, Pamela Marrone, Lawrence Gold, Donald A. McGovern, Jr., Russell T. Ray, Richard W. Barker, Shoshana Shendelman and Ozan Pamir (collectively, the “Third-Party Defendants”). On October 27, 2021, the Company and Ozan Pamir filed an Answer to the Krauss Counterclaims, and all of the other Third-Party Defendants filed a Motion to Dismiss as to the Third-Party Complaint. On January 28, 2022, in lieu of filing an opposition to the Motion to Dismiss, Dr. Krauss and the KBL Affiliates filed a Motion for leave to file amended counterclaims and third-party complaint, and to dismiss six of the current and former directors previously named, i.e., to dismiss Teresa DeLuca, Frank Knuettel II, Pamela Marrone, Russell T. Ray, Richard W. Barker and Shoshana Shendelman. The Motion was granted by stipulation and, on February 24, 2022, Dr. Krauss filed an amended Answer, Counterclaims and Third-Party Complaint (the “Amended Counterclaims”). In essence, the Amended Counterclaims allege (a) that the Company and the remaining Third-Party Defendants breached fiduciary duties to Dr. Krauss by making alleged misstatements against Dr. Krauss in SEC filings and failing to register her shares in the Company so that they could be traded, and (b) the Company breached contracts between the Company and Dr. Krauss for registration of such shares, and also failed to pay to Dr. Krauss the amounts alleged to be owing under a promissory note in the principal amount of $371,178, plus an additional $300,000 under Dr. Krauss’s resignation agreement. The Amended Counterclaims seek unspecified amounts of monetary damages, declaratory relief, equitable and injunctive relief, and attorney’s fees and costs. On March 16, 2022, Donald A. McGovern, Jr. and Lawrence Gold filed a Motion to Dismiss the Amended Counterclaims against them, and the Company and the remaining Third-Party Defendants filed an Answer to the Amended Counterclaims denying the same. On April 19, 2022, Dr. Krauss stipulated to dismiss all of her counterclaims and allegations against both Donald A. McGovern, Jr. and Lawrence Gold, thereby mooting their Motion to Dismiss the Amended Counterclaims against them. The Company and the Third-Party Defendants intend to continue to vigorously defend against all of the Amended Counterclaims, however, there can be no assurance that they will be successful in the legal defense of such Amended Counterclaims. In April 2022, Donald A. McGovern, Jr. and Lawrence Gold were dismissed from the lawsuit as parties. Discovery has not yet commenced in the case. Action Against the Company by Dr. Krauss On August 19, 2021, Dr. Krauss initiated legal action in the Chancery Court of Delaware against the Company. The original Complaint sought expedited relief and made the following two claims: (1) it alleged that the Company is obligated to advance expenses including, attorney’s fees, to Dr. Krauss for the costs of defending against the SEC and certain Subpoenas served by the SEC on Dr. Krauss; and (2) it alleged that the Company is also required to reimburse Dr. Krauss for the costs of bringing this lawsuit against the Company. On or about September 3, 2021, Dr. Krauss filed an Amended and Supplemental Complaint (the “Amended Complaint”) in this action, which added the further claims that Dr. Krauss is also allegedly entitled to advancement by the Company of her expenses, including attorney’s fees, for the costs of defending against the Third-Party Complaint in the Tyche Capital LLC action referenced below, and the costs of defending against the Company’s own Complaint against Dr. Krauss as described above. On or about September 23, 2021, the Company filed its Answer to the Amended Complaint in which the Company denied each of Dr. Krauss’ claims and further raised numerous affirmative defenses with respect thereto. On November 15, 2021, Dr. Krauss filed a Motion for Summary Adjudication as to certain of the issues in the case, which was opposed by the Company. A hearing on such Motion was held on December 7, 2021, and, on March 7, 2022, the Court issued a decision in the matter denying the Motion for Summary Adjudication in part and granting it in part. The Court then issued an Order implementing such a decision on March 29, 2022. The parties are now engaging in proceedings set forth in that implementing Order. The Court granted Dr. Krauss’s request for advancement of some of the legal fees which Dr. Krauss requested in her Motion, and the Company was required to pay a portion of those fees while it objects to the remaining portion of disputed fees. These legal fees have been accrued on the Company’s balance sheet as of September 30, 2022. On October 10, 2022, Dr. Krauss filed an Application to compel the Company to pay the full amount of fees requested by Dr. Krauss for May-July 2022, and to modify the Court’s Order. The Company has filed its Opposition thereto, but no hearing has yet been scheduled by the Court for the Application. Notwithstanding any requirement by the Court for the Company to advance attorneys’ fees to Dr. Krauss, no adjudication has yet been made as to whether Dr. Krauss will ultimately be entitled to permanently retain such advancements. The Company is seeking payment for a substantial portion of such amounts from its director and officers’ insurance policy, of which no assurance can be provided that the directors and officers insurance policy will cover such amounts. See “ Declaratory Relief Action Against the Company by AmTrust International” Action Against Tyche Capital LLC The Company commenced and filed an action against defendant Tyche Capital LLC (“Tyche”) in the Supreme Court of New York, in the County of New York, on April 15, 2021. In its Complaint, the Company alleged claims against Tyche arising out of Tyche’s breach of its written contractual obligations to the Company as set forth in a “Guarantee And Commitment Agreement” dated July 25, 2019, and a “Term Sheet For KBL Business Combination With CannBioRex” dated April 10, 2019 (collectively, the “Subject Guarantee”). The Company alleges in its Complaint that, notwithstanding demand having been made on Tyche to perform its obligations under the Subject Guarantee, Tyche has failed and refused to do so, and is currently in debt to the Company for such failure in the amount of $6,776,686, together with interest accruing thereon at the rate set forth in the Subject Guarantee. On or about May 17, 2021, Tyche responded to the Company’s Complaint by filing an Answer and Counterclaims against the Company alleging that it was the Company, rather than Tyche, that had breached the Subject Guarantee. Tyche also filed a Third-Party Complaint against six third-party defendants, including three members of the Company’s management, Sir Marc Feldmann, Dr. James Woody, and Ozan Pamir (collectively, the “Individual Company Defendants”), claiming that they allegedly breached fiduciary duties to Tyche with regards to the Subject Guarantee. In that regard, on June 25, 2021, each of the Individual Company Defendants filed a Motion to Dismiss Tyche’s Third-Party Complaint against them. On November 23, 2021, the Court granted the Company’s request to issue an Order of attachment against all of Tyche’s shares of the Company’s stock that had been held in escrow. In so doing, the Court found that the Company had demonstrated a likelihood of success on the merits of the case based on the facts alleged in the Company’s Complaint. On February 18, 2022, Tyche filed an Amended Answer, Counterclaims and Third-Party Complaint. On March 22, 2022, the Company and each of the Individual Company Defendants filed a Motion to Dismiss all of Tyche’s claims. A hearing on such Motion to Dismiss was held on August 25, 2022, and the Court granted the Motion to Dismiss entirely as to each of the Individual Company Defendants, and also as to three of the four Counterclaims brought against the Company, only leaving Tyche’s declaratory relief claim. On September 9, 2022, Tyche filed a Notice of Appeal as to the Court’s decision, which has not yet been briefed or adjudicated. On August 26, 2022, Tyche filed a Motion to vacate or modify the Company’s existing attachment Order against Tyche’s shares of the Company’s stock held in escrow. The Company has filed its Opposition thereto, and a hearing on such Motion has been set for January 5, 2023. The Company and the Individual Company Defendants intend to continue to vigorously defend against all of Tyche’s claims, however, there can be no assurance that they will be successful in the legal defense of such claims. Written discovery proceedings have commenced among the parties. Action Against Ronald Bauer & Samantha Bauer The Company and two of its wholly-owned subsidiaries, Katexco Pharmaceuticals Corp. and CannBioRex Pharmaceuticals Corp. (collectively, the “Company Plaintiffs”), initiated legal action against Ronald Bauer and Samantha Bauer, as well as two of their companies, Theseus Capital Ltd. and Astatine Capital Ltd. (collectively, the “Bauer Defendants”), in the Supreme Court of British Columbia on February 25, 2022. The Company Plaintiffs are seeking damages against the Bauer Defendants for misappropriated funds and stock shares, unauthorized stock sales, and improper travel expenses, in the combined sum of at least $4,395,000 CAD [$3,178,025 USD] plus the additional sum of $2,721,036 USD. The Bauer Defendants filed an answer to the Company Plaintiffs’ claims on May 6, 2022. There can be no assurance that the Company Plaintiffs will be successful in this legal action. Declaratory Relief Action Against the Company by AmTrust International On June 29, 2022, AmTrust International Underwriters DAC (“AmTrust”), which was the premerger directors and officers insurance policy underwriter for KBL, filed a declaratory relief action against the Company in the U.S. District Court for the Northern District of California (the “Declaratory Relief Action”) seeking declaration of AmTrust’s obligations under the directors and officers insurance policy. In the Declaratory Relief Action, AmTrust is claiming that as a result of the merger the Company is no longer the insured under the subject insurance policy, notwithstanding the fact that the fees which the Company seeks to recover from AmTrust relate to matters occurring prior to the merger. On September 20, 2022, the Company filed its Answer and Counterclaims against AmTrust for bad faith breach of AmTrust’s insurance coverage obligations to the Company under the subject directors and officers insurance policy, and seeking damages of at least $2 million in compensatory damages, together with applicable punitive damages. In addition, the Company brought a Third-Party Complaint against its excess insurance carrier, Freedom Specialty Insurance Company (“Freedom”) seeking declaratory relief that Freedom will also be required to honor its policy coverage as soon as the amount of AmTrust’s insurance coverage obligations to the Company have been exhausted. On October 25, 2022, AmTrust filed its Answer to the Company’s Counterclaims, however, Freedom’s response to the Third-Party Complaint is not yet due. As of September 30, 2022, the Company has recorded an insurance claims receivable of $1,836,940, which it believes is the net recoverable amount advanced to former directors and officers of the Company as of September 30, 2022. While the Company believes it has a strong case against AmTrust, there can be no assurance that the Company will prevail in this action. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 9 – STOCKHOLDERS’ EQUITY Common Stock Common Stock Issued for Services During the three and nine months ended September 30, 2022, the Company issued an aggregate 55,112 and 151,010, respectively, of immediately vested shares of the Company’s common stock as compensation to consultants, directors, and officers, with an aggregate issuance date fair value of $60,622 and $270,967, respectively, which was charged immediately to the condensed consolidated statement of operations for the three and nine months ended September 30, 2022. Restricted Stock Shares During the three and nine months ended September 30, 2022, the Company issued zero and 12,000 restricted shares of the Company’s common stock, or Restricted Stock Shares, as of the end of both periods as compensation to consultants with an issuance date fair value of zero and $48,600 as of the end of both periods. Per the two year consulting agreement which evidences the issuance of the 12,000 restricted shares during the nine months ended September 30, 2022, the Restricted Stock Shares are issued at the beginning of the contract term and annually and vest monthly over a period of 24 months. The Company recognized stock-based compensation expense related to the amortization of the Restricted Stock Shares of $6,075 and $20,250 for the three and nine months ended September 30, 2022. Below is a table summarizing the Restricted Stock Shares granted and outstanding as of and for the nine months ended September 30, 2022: Unvested Weighted Stock FV Price Unvested as of January 1, 2022 - $ - Granted 12,000 4.05 Vested 5,000 4.05 Unvested as of September 30, 2022 7,000 4.05 Total unrecognized expense remaining $ 28,350 Weighted-average years expected to be recognized over 1.25 - Stock Options A summary of the option activity during the nine months ended September 30, 2022 is presented below: Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Options Price Term (Years) Value Outstanding, January 1, 2022 2,741,000 4.77 9.4 70,500 Granted 518,121 1.36 - - Exercised - - - - Expired - - - - Forfeited - - - - Outstanding, September 30, 2022 3,259,121 4.23 8.8 $ - Exercisable, September 30, 2022 1,660,057 4.16 8.7 $ - For options issued during the nine months ended September 30, 2022, the assumptions used in the Black Scholes valuation method were as follows: Risk-free interest rate 2.88 % Expected term in years 5.00-5.77 Expected volatility 91.00 % Expected dividends 0 % A summary of outstanding and exercisable stock options as of September 30, 2022 is presented below: Stock Options Outstanding Stock Options Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 2.49 50,000 8.2 50,000 $ 4.43 1,580,000 8.4 983,111 $ 7.56 436,000 8.8 127,167 $ 3.95 675,000 9.2 301,042 $ 1.36 518,121 9.6 198,737 3,259,121 8.7 1,660,057 The Company recognized stock-based compensation expense of $672,083 and $2,273,947 for the three and nine months ended September 30, 2022, respectively, related to the issuance of shares to consultants and directors for services provided, as well as for the amortization of stock options and restricted stock shares. Expense of $584,237 and $1,959,919 is included within general and administrative expenses on the condensed consolidated statements of operations for the three and nine month periods, respectively, and expense of $87,846 and $314,028 is included within research and development expenses on the condensed consolidated statements of operations for the three and nine month periods, respectively. The full amount of stock-based compensation recognized for the three and nine month periods ended September 30, 2022 is considered to be related party expense. Stock-based compensation expense related to the amortization of stock options for the three and nine months ended September 30, 2021 was $434,979 and $1,871,473, respectively; these expenses were included within general and administrative expenses or research and development expenses on the condensed consolidated statement of operations for both of those periods. The full amount of stock-based compensation recognized for the three and nine month periods ended September 30, 2021, respectively, was considered to be related party expense. As of September 30, 2022, there was $4,827,266 of unrecognized stock-based compensation expense related to stock options that will be recognized over the weighted average remaining vesting period of 2.3 years, as well as $28,350 of unrecognized expense related to Restricted Stock Shares that will be recognized over the weighted average remaining vesting period of 1.3 years. July 2022 Offering On July 17, 2022, the Company entered into a Securities Purchase Agreement with certain purchasers, pursuant to which the Company agreed to sell an aggregate of 3,500,000 shares of common stock, pre-funded warrants to purchase up to an aggregate of 2,632,076 shares of common stock (“July 2022 Pre-Funded Warrants”), and common stock warrants to purchase up to an aggregate of 6,132,076 shares of common stock (the “July 2022 Common Warrants”), at a combined purchase price of $1.06 per share and warrant (the “July 2022 Offering”). Aggregate gross proceeds from the July 2022 Offering were $6,499,737. The July 2022 Offering closed on July 20, 2022. The July 2022 Pre-Funded Warrants have an exercise price equal to $0.0001, are immediately exercisable and are subject to customary anti-dilution adjustments for stock splits or dividends or other similar transactions. The exercise price of the July 2022 Pre-Funded Warrants will not be subject to adjustment as a result of subsequent equity issuances at effective prices lower than the then-current exercise price. The July 2022 Pre-Funded Warrants are exercisable until they are exercised in full. The July 2022 Pre-Funded Warrants are subject to a provision prohibiting the exercise of such July 2022 Pre-Funded Warrants to the extent that, after giving effect to such exercise, the holder of such July 2022 Pre-Funded Warrants (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 9.99% of the Company’s outstanding common stock (which may be increased or decreased, with 61 days prior written notice by the holder). Although the July 2022 Pre-Funded Warrants have a tender offer provision, the July 2022 Pre-Funded Warrants were determined to be equity-classified because they met the limited exception in the case of a change-in-control. Because the July 2022 Pre-Funded Warrants are equity-classified, the placement agent fees and offering expenses will be accounted for as a reduction of additional paid in capital. The July 2022 Common Warrants have an exercise price equal to $1.06 per share, are exercisable 6 months following the closing of the July 2022 Offering (the “Initial Exercise Date”) and are subject to customary anti-dilution adjustments for stock splits or dividends or other similar transactions. The exercise price of the July 2022 Common Warrants will not be subject to adjustment as a result of subsequent equity issuances at effective prices lower than the then-current exercise price. The July 2022 Common Warrants are exercisable for 5 years following the Initial Exercise Date. The July 2022 Common Warrants are subject to a provision prohibiting the exercise of such July 2022 Common Warrants to the extent that, after giving effect to such exercise, the holder of such July 2022 Common Warrants (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 4.99% of the Company’s outstanding common stock (which may be increased or decreased, with 61 days prior written notice by the holder). Although the July 2022 Common Warrants have a tender offer provision, the July 2022 Common Warrants were determined to be equity-classified because they met the limited exception in the case of a change-in-control. Because the July 2022 Common Warrants are equity-classified, the placement agent fees and offering expenses will be accounted for as a reduction of additional paid in capital. As of September 30, 2022, 1,547,076 of the July 2022 Pre-Funded Warrants have been exercised for a value of $155; there are 1,085,000 unexercised July 2022 Pre-Funded Warrants remaining as of the end of the period. No July 2022 Common Warrants have been exercised as of September 30, 2022. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 10 - RELATED PARTIES Accrued Expenses - Related Parties Accrued expenses - related parties was $158,467 as of September 30, 2022 and consists of $16,676 of interest accrued on loans due to a certain investor in the Company and $141,791 of accrued consulting fees for services provided by certain directors and consultants of the Company. Accrued expenses - related parties of $18,370 as of December 31, 2021, consists of interest accrued on loans and convertible notes due to certain officers and directors of the Company. Loans Payable - Related Parties Loans payable - related parties totaled $84,756 and $81,277 as of September 30, 2022 and December 31, 2021, respectively. See Note 7 - Loans Payable for more information. Research and Development Expenses - Related Parties Research and Development Expenses – Related Parties of $53,347 and $298,879 during the three months ended September 30, 2022 and 2021, respectively, and $158,401 and $1,287,583 during the nine months ended September 30, 2022 and 2021, respectively, are related to consulting and professional fees paid to current or former officers, directors or greater than 5% stockholders, or affiliates thereof. General and Administrative Expenses - Related Parties General and Administrative Expenses – Related Parties during the three months ended September 30, 2022 and 2021 were $0 and $82,519, respectively. These expenses relate to professional fees paid to current or former officers, directors or greater than 5% stockholders, or affiliates thereof. General and Administrative Expenses – Related Parties during the nine months ended September 30, 2022 and 2021 were $5,261 and $462,081, respectively. These expenses relate to professional fees paid to current or former officers, directors or greater than 5% stockholders, or affiliates thereof. Interest (Expense) Income - Related Parties During the three and nine months ended September 30, 2022, the Company recorded ($1,536) and $1,495, respectively, of interest (expense) income - related parties related to loans from greater than 5% stockholders or affiliates of the Company. During the three months and nine months ended September 30, 2021, the Company recorded $14,201 and $42,279, respectively, of interest expense - related parties, of which $3,633 and $11,380, respectively, related to interest on certain convertible notes held by officers and directors of the Company and $10,567 and $30,899, respectively, related to interest expense on loans from officers, directors greater than 5% stockholders, or affiliates thereof, of the Company. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS Oxford University Research Agreement On October 24, 2022, the Company entered into a new research agreement with Oxford University related to the license agreement signed in November 2021, whereby it was granted rights to certain patents related to the HMGB1 molecule for liver regeneration. Pursuant to this agreement, the term of the contract is for one year, beginning on January 1, 2023; the financial terms of the contract are a commitment of £125,000 per quarter, with the first payment due in April 2023. Any outstanding amounts will earn interest at a rate of 4% per annum. Directors’ Compensation On October 31, 2022, the Board of Directors of the Company approved the issuance of 129,483 shares of $0.0001 par value common stock, in lieu of cash compensation, to certain independent directors under the Company’s 2022 Omnibus Incentive Plan as consideration for services rendered during the third quarter of 2022. The shares were valued at the closing sales price on October 31, 2022, the date such issuances were approved by the Board of Directors. Exercise of July 2022 Pre-funded Warrants On November 1, 2022, the remainder, or 1,085,000, of the July 2022 Pre-Funded Warrants were exercised for a value of $109; there are no remaining outstanding July 2022 Pre-Funded Warrants. Notice of a Special Meeting of Stockholders to Effect a Reverse Stock Split On November 4, 2022, the Company filed a Pre-Schedule 14A with the SEC providing notice of a special meeting of stockholders of the Company on December 15, 2022 to approve an amendment to the Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the issued and outstanding shares common stock, par value $0.0001 per share, by a ratio of between one-for-four to one-for-twenty, inclusive, with the exact ratio to be set at a whole number to be determined by the Board of Directors or a duly authorized committee thereof in its discretion, at any time after the approval of the amendment and prior to December 15, 2023. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies as set forth in the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2021 under Note 3 - Summary of Significant Accounting Policies, except as disclosed in this note. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2022. For further information, refer to the financial statements and footnotes included in the Company’s annual financial statements for the fiscal year ended December 31, 2021, which are included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2022. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the condensed consolidated financial statements. The Company’s significant estimates and assumptions used in these condensed consolidated financial statements include, but are not limited to, the collectability of an insurance claims receivable, the fair value of financial instruments warrants, options and equity shares, the valuation of stock-based compensation, and the estimates and assumptions related to impairment analysis of goodwill and other intangible assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and may cause actual results to differ from those estimates. |
Foreign Currency Translation | Foreign Currency Translation The Company’s reporting currency is the United States dollar. The functional currency of certain subsidiaries was the Canadian Dollar (“CAD”) (0.7874 CAD to 1 US dollar as of December 31, 2021) or British Pound (“GBP”) (1.1150 and 1.3510 GBP to 1 US dollar, each as of September 30, 2022 and December 31, 2021, respectively), while expense accounts are translated at the weighted average exchange rate for the period (0.7941 CAD and 0.7992 CAD to 1 US dollar for each of the three and nine months ended September 30, 2021, respectively, 1.1772 and 1.3784 GBP to 1 US dollar for each of the three months ended September 30, 2022 and 2021, respectively, and 1.2597 and 1.3847 GBP to 1 US dollar for each of the nine months ended September 30, 2022 and 2021, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income. Comprehensive income (loss) is defined as the change in equity of an entity from all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments as described above. During the three months ended September 30, 2022 and 2021, the Company recorded other comprehensive loss of ($1,871,072) and ($530,817), respectively, as a result of foreign currency translation adjustments. During the nine months ended September 30, 2022 and 2021, the Company recorded other comprehensive (loss) income of ($4,507,204) and $65,018, respectively, as a result of foreign currency translation adjustments. Foreign currency gains and losses resulting from transactions denominated in foreign currencies, including intercompany transactions, are included in results of operations. The Company recognized ($14,031) and ($14,151) of foreign currency transaction losses for the three and nine months ended September 30, 2022, respectively, and recognized ($218,834) and ($200,264) of foreign currency transaction losses for the three and nine months ended September 30, 2021, respectively. Such amounts have been classified within general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss). |
Impairment of Long-Lived Assets and Goodwill | Impairment of Long-Lived Assets and Goodwill The Company reviews long-lived assets and certain identifiable assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. An impairment exists when the carrying value of the long-lived asset is not recoverable and exceeds its estimated fair value. Goodwill represents the difference between the purchase price and the fair value of assets and liabilities acquired in a business combination. The Company reviews goodwill yearly, or more frequently whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered, for impairment by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, it is unnecessary to perform a quantitative analysis. The Company may elect to bypass the qualitative assessment and proceed directly to performing a quantitative analysis. As of December 31, 2021, the Company elected to bypass the qualitative assessment and conducted a quantitative assessment whereby it was determined the fair value of the reporting unit (which the Company concluded was the consolidated entity), exceeded the carrying value and, accordingly, there was no impairment of goodwill. During the quarter, the market value of the Company’s single reporting unit had significantly declined and as such, the Company elected to conduct a quantitative analysis of goodwill to assess for impairment. As of September 30, 2022, the market value of the Company’s publicly traded stock was $0.67 per share; the Company determined the fair market value of its single reporting unit as of that date to be $26,102,105, which represents the value per share multiplied by 39,251,286 shares (consisting of 39,246,011 shares of common stock outstanding as of September 30, 2022 plus 5,275 special voting shares which are exchangeable into common stock for no additional consideration). The carrying amount of the reporting unit as of September 30, 2022 was $44,974,955 (total assets of $53.2 million less total liabilities of $8.2 million). As of this measurement date, the carrying value exceeded the fair market value by $18,872,850 and as such, management determined that the goodwill of the reporting unit was impaired by this amount. To recognize the impairment of goodwill, the Company recorded a loss (which appears as an expense on the income statement) for $18,872,850, which reduced the goodwill of its CannBioRex Pharmaceuticals Corp. (“CBR”) and 180 Therapeutics LP (“180T”) subsidiaries by $11,264,612 and $7,608,238, respectively. The following is a summary of goodwill activity for the nine months ended September 30, 2022 for the Company’s single reporting unit, which includes the recorded loss on goodwill impairment described above. CBR Goodwill 180T Goodwill Consolidated Goodwill Balance, December 31, 2021 $ 23,749,631 $ 13,238,255 $ 36,987,886 Currency translation (664,353 ) - (664,353 ) Balance, March 31, 2022 23,085,278 13,238,255 36,323,533 Currency translation (1,734,582 ) - (1,734,582 ) Balance, June 30, 2022 21,350,696 13,238,255 34,588,951 Currency translation (1,750,386 ) - (1,750,386 ) Balance before impairment 19,600,310 13,238,255 32,838,565 Impairment of goodwill (11,264,612 ) (7,608,238 ) (18,872,850 ) Balance, September 30, 2022 $ 8,335,698 $ 5,630,017 $ 13,965,715 The Company will continue to perform goodwill/intangible assets and In-Process Research and Development (“IPR&D”) assets impairment testing on an annual basis, or as needed if there are changes to the composition of its reporting unit. As of September 30, 2022, there have been no changes to the composition of the reporting unit. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive. The following table details the net income (loss) per share calculation, reconciles between basic and diluted weighted average shares outstanding, and presents the potentially dilutive shares that are excluded from the calculation of the weighted average diluted common shares outstanding, because their inclusion would have been anti-dilutive: For the Three Months Ended For the Nine Months Ended 2022 2021 2022 2021 Numerator: Net (loss) income $ (21,486,978 ) $ 18,296,856 $ (16,983,981 ) $ (21,360,865 ) Less: decrease in fair value of dilutive warrants - 10,487,783 - - (Loss) income available to common stockholders - diluted $ (21,486,978 ) $ 7,809,073 $ (16,983,981 ) $ (21,360,865 ) Weighted average shares outstanding (denominator for basic earnings per share) 39,181,736 (1) 32,727,965 35,803,504 (1) 30,491,082 Effects of dilutive securities: Assumed exercise of stock options, treasury stock method - 182,727 - - Assumed exercise of warrants, treasury stock method - 798,892 - - Dilutive potential common shares - 981,619 - - Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method) 39,181,736 (1) 33,709,584 35,803,504 (1) 30,491,082 Basic earnings per share $ (0.55 ) $ 0.56 $ (0.47 ) $ (0.70 ) Diluted earnings per share $ (0.55 ) $ 0.23 $ (0.47 ) $ (0.70 ) (1) This amount includes 1,085,000 of unexercised, pre-funded penny warrants. The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive: For the Three Months Ended For the Nine Months Ended 2022 2021 2022 2021 Options 3,259,121 436,000 3,259,121 2,066,000 Warrants 17,285,984 (1) 8,526,250 17,285,984 (1) 11,153,908 Total potentially dilutive shares 20,545,105 8,962,250 20,545,105 13,219,908 (1) This amount excludes 1,085,000 of unexercised, pre-funded warrants, which are not considered to be anti-dilutive, as they are penny warrants. |
Warrant, Option and Convertible Instrument Valuation | Warrant, Option and Convertible Instrument Valuation The Company has computed the fair value of warrants and options using a Black-Scholes model. The expected term used for warrants is the contractual life and the expected term used for options issued is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” option grants. The Company is utilizing an expected volatility figure 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. |
Subsequent Events | Subsequent Events The Company has evaluated events that have occurred after the balance sheet date but before these condensed consolidated financial statements were issued. Based upon that 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 in Note 11 - Subsequent Events. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of goodwill activity | CBR Goodwill 180T Goodwill Consolidated Goodwill Balance, December 31, 2021 $ 23,749,631 $ 13,238,255 $ 36,987,886 Currency translation (664,353 ) - (664,353 ) Balance, March 31, 2022 23,085,278 13,238,255 36,323,533 Currency translation (1,734,582 ) - (1,734,582 ) Balance, June 30, 2022 21,350,696 13,238,255 34,588,951 Currency translation (1,750,386 ) - (1,750,386 ) Balance before impairment 19,600,310 13,238,255 32,838,565 Impairment of goodwill (11,264,612 ) (7,608,238 ) (18,872,850 ) Balance, September 30, 2022 $ 8,335,698 $ 5,630,017 $ 13,965,715 |
Schedule of reconciles between basic and diluted weighted average shares outstanding | For the Three Months Ended For the Nine Months Ended 2022 2021 2022 2021 Numerator: Net (loss) income $ (21,486,978 ) $ 18,296,856 $ (16,983,981 ) $ (21,360,865 ) Less: decrease in fair value of dilutive warrants - 10,487,783 - - (Loss) income available to common stockholders - diluted $ (21,486,978 ) $ 7,809,073 $ (16,983,981 ) $ (21,360,865 ) Weighted average shares outstanding (denominator for basic earnings per share) 39,181,736 (1) 32,727,965 35,803,504 (1) 30,491,082 Effects of dilutive securities: Assumed exercise of stock options, treasury stock method - 182,727 - - Assumed exercise of warrants, treasury stock method - 798,892 - - Dilutive potential common shares - 981,619 - - Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method) 39,181,736 (1) 33,709,584 35,803,504 (1) 30,491,082 Basic earnings per share $ (0.55 ) $ 0.56 $ (0.47 ) $ (0.70 ) Diluted earnings per share $ (0.55 ) $ 0.23 $ (0.47 ) $ (0.70 ) |
Schedule of anti dilutive common shares | For the Three Months Ended For the Nine Months Ended 2022 2021 2022 2021 Options 3,259,121 436,000 3,259,121 2,066,000 Warrants 17,285,984 (1) 8,526,250 17,285,984 (1) 11,153,908 Total potentially dilutive shares 20,545,105 8,962,250 20,545,105 13,219,908 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of prepaid expenses | September 30, December 31, 2022 2021 Insurance $ 378,009 $ 2,151,487 Research and development expense tax credit receivable 601,265 644,513 Insurance claims receivable (1) 1,836,940 - Professional fees 38,311 80,783 Value-added tax receivable 46,059 24,411 Taxes 25,618 25,634 Other - 49,755 $ 2,926,202 $ 2,976,583 (1) See Note 8 – Commitments and Contingencies – Legal Matters. |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | September 30, December 31, 2022 2021 Consulting fees $ 402,315 $ 548,281 Professional fees 26,738 252,973 Accrued legal fees (1) 218,217 300,000 Employee and director compensation 1,236,014 725,569 Research and development fees 168,172 91,737 Interest 33,523 25,433 Other 7,050 20,587 $ 2,092,029 $ 1,964,580 (1) See Note 8 - Commitments and Contingencies, Legal Matters |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of fair value of Level 3 derivative liabilities on recurring basis | Warrants Public Private SPAC SPAC PIPE Other Total Balance as of January 1, 2022 $ 8,048,850 $ 467,325 $ 6,516,300 $ 187,892 $ 15,220,367 Change in fair value of derivative liabilities (1,852,650 ) (251,250 ) (3,044,800 ) (81,414 ) (5,230,114 ) Balance as of March 31, 2022 6,196,200 216,075 3,471,500 106,478 9,990,253 Change in fair value of derivative liabilities (4,357,350 ) (185,925 ) (2,849,900 ) (94,363 ) (7,487,538 ) Balance as of June 30, 2022 1,838,850 30,150 621,600 12,115 2,502,715 Change in fair value of derivative liabilities (1,246,600 ) (10,050 ) (188,000 ) (5,258 ) (1,449,908 ) Balance as of September 30, 2022 $ 592,250 $ 20,100 $ 433,600 $ 6,857 $ 1,052,807 |
Schedule of black scholes option pricing model | September 30, Risk-free interest rate 4.16% - 4.24 % Expected term in years 1.84 - 3.40 Expected volatility 76.00% - 95.00 % Expected dividends 0 % Market Price $ 0.67 December 31, Risk-free interest rate 0.85% - 1.14 % Expected term in years 2.59 – 4.15 Expected volatility 98.5 % Expected dividends 0 % Market Price $ 3.90 |
Schedule of warrant activity | Number of Weighted Weighted Intrinsic Outstanding, December 31, 2021 11,153,908 $ 9.06 4.1 $ - Issued 8,764,152 0.74 5.3 1,750,067 Exercised (1,547,076 ) 0.0001 - (1) (1,028,651 ) Cancelled - - - - Expired - - - - Outstanding, September 30, 2022 18,370,984 $ 5.77 3.8 (1) $ 721,417 Exercisable, September 30, 2022 12,238,908 $ 8.13 3.0 721,417 (1) Note that the July 2022 Pre-funded Warrants are exercisable until they are exercised in full and have no expiration date; as such, they have been excluded from this calculation. (1) Note that the July 2022 Common Warrants are exercisable for 5 years following the initial exercise date, which is six months following the closing of the July 2022 Offering, or January 20, 2023. (2) Note that the July 2022 Pre-funded Warrants are exercisable until they are exercised in full and have no expiration date; as such, they have been excluded from this calculation. |
Schedule of outstanding and exercisable warrants | Warrants Outstanding Warrants Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 5.00 2,564,000 3.4 2,564,000 $ 5.28 63,658 2.6 63,658 $ 7.07 25,000 1.8 25,000 $ 7.50 2,500,000 3.9 2,500,000 $ 11.50 6,001,250 3.1 6,001,250 $ 1.06 6,132,076 - (1) - (1) $ 0.0001 1,085,000 - (2) 1,085,000 18,370,984 3.3 (1) (2) 12,238,908 |
Loans Payable (Tables)
Loans Payable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Loans Payable [Abstract] | |
Schedule of activity of loans payable | Principal Forgiveness Principal Adjustment Effect of Principal Paycheck Protection Program $ 41,312 $ - $ (41,312 ) $ - $ - $ - Bounce Back Loan Scheme 61,169 - (6,711 ) - (12,000 ) 42,458 First Assurance Funding 1,618,443 - (1,443,963 ) (14,042 )(1) - 160,438 Other loans payable 155,320 - - (5,000 )(2) - 150,320 Total loans payable $ 1,876,244 $ - $ (1,491,986 ) $ (19,042 ) $ (12,000 ) $ 353,216 Less: loans payable - current portion 1,828,079 321,694 Loans payable - noncurrent portion $ 48,165 $ 31,522 |
Schedule of loans payable – related parties | Principal Reclass Effect of Principal Loans payable issued between September 18, 2019 through November 4, 2020 $ 81,277 $ 5,000 $ (1,521 ) $ 84,756 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of RSUs granted and outstanding | Unvested Weighted Stock FV Price Unvested as of January 1, 2022 - $ - Granted 12,000 4.05 Vested 5,000 4.05 Unvested as of September 30, 2022 7,000 4.05 Total unrecognized expense remaining $ 28,350 Weighted-average years expected to be recognized over 1.25 - |
Schedule of option activity | Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Options Price Term (Years) Value Outstanding, January 1, 2022 2,741,000 4.77 9.4 70,500 Granted 518,121 1.36 - - Exercised - - - - Expired - - - - Forfeited - - - - Outstanding, September 30, 2022 3,259,121 4.23 8.8 $ - Exercisable, September 30, 2022 1,660,057 4.16 8.7 $ - |
Schedule of RSUs granted and outstanding | Risk-free interest rate 2.88 % Expected term in years 5.00-5.77 Expected volatility 91.00 % Expected dividends 0 % |
Schedule of outstanding and exercisable stock options | Stock Options Outstanding Stock Options Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 2.49 50,000 8.2 50,000 $ 4.43 1,580,000 8.4 983,111 $ 7.56 436,000 8.8 127,167 $ 3.95 675,000 9.2 301,042 $ 1.36 518,121 9.6 198,737 3,259,121 8.7 1,660,057 |
Going Concern and Management'_2
Going Concern and Management's Plans (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Going Concern and Management's Plans (Details) [Line Items] | ||
Cash used in operations | $ 9,200,830 | |
Accumulated deficit | (85,666,267) | $ (68,682,286) |
Working capital | $ 1,789,844 | |
Common Stock [Member] | ||
Going Concern and Management's Plans (Details) [Line Items] | ||
Aggregate sold shares (in Shares) | 3,500,000 | |
July 2022 Common Warrants [Member] | ||
Going Concern and Management's Plans (Details) [Line Items] | ||
Aggregate purchase shares (in Shares) | 2,632,076 | |
July 2022 Common Warrants [Member] | ||
Going Concern and Management's Plans (Details) [Line Items] | ||
Aggregate purchase shares (in Shares) | 6,132,076 | |
July 2022 Offering [Member] | ||
Going Concern and Management's Plans (Details) [Line Items] | ||
Purchase price per share (in Dollars per share) | $ 1.06 | |
Aggregate gross proceeds | $ 6,499,737 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Other comprehensive (loss) income | $ (1,871,072) | $ (530,817) | $ (4,507,204) | $ 65,018 |
Foreign currency transaction gains (losses) | $ (14,031) | $ (14,151) | ||
Foreign currency transaction loss | $ (218,834) | (200,264) | ||
Price per share (in Dollars per share) | $ 0.67 | $ 0.67 | ||
Fair market value | $ 26,102,105 | $ 26,102,105 | ||
Share issued (in Shares) | 39,251,286 | 39,251,286 | ||
Common stock outstanding (in Shares) | 39,246,011 | 39,246,011 | ||
Voting shares (in Shares) | 5,275 | |||
Carrying amount | $ 44,974,955 | $ 44,974,955 | ||
Total assets | 53,200,000 | 53,200,000 | ||
Total liabilities | 8,200,000 | 8,200,000 | ||
Fair market value | $ 18,872,850 | 18,872,850 | ||
Goodwill, impairment loss | 18,872,850 | |||
Reduced goodwill | $ 7,608,238 | |||
Unexercised shares (in Shares) | 1,085,000 | |||
Pre-Funded Warrants [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Unexercised shares (in Shares) | 1,085,000 | |||
CannBioRex Pharmaceuticals Corp. [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Reduced goodwill | $ 11,264,612 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of goodwill activity - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | |
CBR Goodwill [Member] | ||||
Goodwill [Line Items] | ||||
Balance | $ 21,350,696 | $ 23,085,278 | $ 23,749,631 | $ 23,749,631 |
Currency translation | (1,750,386) | (1,734,582) | (664,353) | |
Balance before impairment | 19,600,310 | |||
Impairment of goodwill | (11,264,612) | |||
Balance | 8,335,698 | 21,350,696 | 23,085,278 | 8,335,698 |
180T Goodwill [Member] | ||||
Goodwill [Line Items] | ||||
Balance | 13,238,255 | 13,238,255 | 13,238,255 | 13,238,255 |
Currency translation | ||||
Balance before impairment | 13,238,255 | |||
Impairment of goodwill | (7,608,238) | |||
Balance | 5,630,017 | 13,238,255 | 13,238,255 | 5,630,017 |
Consolidated Goodwill [Member] | ||||
Goodwill [Line Items] | ||||
Balance | 34,588,951 | 36,323,533 | 36,987,886 | 36,987,886 |
Currency translation | (1,750,386) | (1,734,582) | (664,353) | |
Balance before impairment | 32,838,565 | |||
Impairment of goodwill | (18,872,850) | |||
Balance | $ 13,965,715 | $ 34,588,951 | $ 36,323,533 | $ 13,965,715 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of reconciles between basic and diluted weighted average shares outstanding - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |||
Schedule Of Reconciles Between Basic And Diluted Weighted Average Shares Outstanding Abstract | ||||||||||
Net (loss) income (in Dollars) | $ (21,486,978) | $ 2,939,284 | $ 1,563,713 | $ 18,296,856 | $ (23,459,136) | $ (16,198,585) | $ (16,983,981) | $ (21,360,865) | ||
Less: decrease in fair value of dilutive warrants (in Dollars) | 10,487,783 | |||||||||
(Loss) income available to common stockholders - diluted (in Dollars) | $ (21,486,978) | $ 7,809,073 | $ (16,983,981) | $ (21,360,865) | ||||||
Weighted average shares outstanding (denominator for basic earnings per share) | 39,181,736 | [1] | 32,727,965 | 35,803,504 | [1] | 30,491,082 | ||||
Assumed exercise of stock options, treasury stock method | 182,727 | |||||||||
Assumed exercise of warrants, treasury stock method | 798,892 | |||||||||
Dilutive potential common shares | 981,619 | |||||||||
Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method) | 39,181,736 | [1] | 33,709,584 | 35,803,504 | [1] | 30,491,082 | ||||
Basic earnings per share (in Dollars per share) | $ (0.55) | $ 0.56 | $ (0.47) | $ (0.7) | ||||||
Diluted earnings per share (in Dollars per share) | $ (0.55) | $ 0.23 | $ (0.47) | $ (0.7) | ||||||
[1]This amount includes 1,085,000 of unexercised, pre-funded penny warrants. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of anti dilutive common shares - shares | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Total potentially dilutive shares | 20,545,105 | 8,962,250 | 20,545,105 | 13,219,908 | ||
Options [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Options | 3,259,121 | 436,000 | 3,259,121 | 2,066,000 | ||
Warrants [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Warrants | 17,285,984 | [1] | 8,526,250 | 17,285,984 | [1] | 11,153,908 |
[1]This amount excludes 1,085,000 of unexercised, pre-funded warrants, which are not considered to be anti-dilutive, as they are penny warrants. |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | ||
Schedule Of Prepaid Expenses Abstract | |||
Insurance | $ 378,009 | $ 2,151,487 | |
Research and development expense tax credit receivable | 601,265 | 644,513 | |
Insurance claims receivable | [1] | 1,836,940 | |
Professional fees | 38,311 | 80,783 | |
Value-added tax receivable | 46,059 | 24,411 | |
Taxes | 25,618 | 25,634 | |
Other | 49,755 | ||
Total | $ 2,926,202 | $ 2,976,583 | |
[1] See Note 8 – Commitments and Contingencies – Legal Matters. |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued expenses - related parties | $ 158,467 | $ 18,370 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of accrued expenses - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | ||
Schedule Of Accrued Expenses Abstract | |||
Consulting fees | $ 402,315 | $ 548,281 | |
Professional fees | 26,738 | 252,973 | |
Accrued legal fees | [1] | 218,217 | 300,000 |
Employee and director compensation | 1,236,014 | 725,569 | |
Research and development fees | 168,172 | 91,737 | |
Interest | 33,523 | 25,433 | |
Other | 7,050 | 20,587 | |
Total | $ 2,092,029 | $ 1,964,580 | |
[1] See Note 8 - Commitments and Contingencies, Legal Matters |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Mar. 12, 2021 | Nov. 06, 2020 | Jul. 29, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Feb. 23, 2021 | |
Public SPAC Warrants [Member] | ||||||
Derivative Liabilities (Details) [Line Items] | ||||||
Warrant, description | Each Public SPAC Warrant entitles the holder to purchase one-half of one share of the Company’s common stock at an exercise price of $5.75 per half share ($11.50 per whole share) until November 6, 2025, subject to adjustment. No fractional shares will be issued upon exercise of the Public SPAC Warrants. Management has determined that the Public SPAC Warrants contain a tender offer provision which could result in the Public SPAC Warrants settling for the tender offer consideration (including potentially cash) in a transaction that didn’t result in a change-in-control. This feature results in the Public SPAC Warrants being precluded from equity classification. Accordingly, the Public SPAC Warrants are classified as liabilities measured at fair value, with changes in fair value each period reported in earnings. | |||||
Revalued warrant | $ 592,250 | $ 592,250 | ||||
Fair value of the derivative liabilities | 1,246,600 | 7,456,600 | ||||
PIPE Warrants [Member] | ||||||
Derivative Liabilities (Details) [Line Items] | ||||||
Revalued warrant | 433,600 | 433,600 | ||||
Fair value of the derivative liabilities | 188,000 | $ 6,082,700 | ||||
Purchase of shares of common stock (in Shares) | 2,564,000 | |||||
Exercise price per share (in Dollars per share) | $ 5 | |||||
Fair value of PIPE warrants | $ 7,294,836 | |||||
Initial Public Offering [Member] | Public SPAC Warrants [Member] | ||||||
Derivative Liabilities (Details) [Line Items] | ||||||
Aggregate amount (in Shares) | 11,500,000 | |||||
Private SPAC Warrants [Member] | ||||||
Derivative Liabilities (Details) [Line Items] | ||||||
Aggregate amount (in Shares) | 502,500 | |||||
Warrant, description | Each Private SPAC Warrant entitles the holder to purchase one-half of one share of the Company’s common stock at an exercise price of $5.75 per half share ($11.50 per whole share) until November 6, 2025, subject to adjustment. No fractional shares will be issued upon exercise of the Private SPAC Warrants. Management has determined that the Private SPAC Warrants contain a tender offer provision which could result in the Private SPAC Warrants settling for the tender offer consideration (including potentially cash) in a transaction that didn’t result in a change-in-control. This feature (amongst others) results in the Private SPAC Warrants being precluded from equity classification. | |||||
Revalued warrant | 20,100 | $ 20,100 | ||||
Fair value of the derivative liabilities | 10,050 | 447,225 | ||||
Alpha Warrant [Member] | ||||||
Derivative Liabilities (Details) [Line Items] | ||||||
Revalued warrant | 224 | 224 | ||||
Fair value of the derivative liabilities | 1,496 | 43,337 | ||||
Fair value of PIPE warrants | 95,677 | 95,677 | ||||
Purchase of aggregate shares (in Shares) | 25,000 | |||||
Exercise price per share (in Dollars per share) | $ 7.07 | |||||
Beneficial ownership | 4.99% | |||||
AGP Warrant [Member] | ||||||
Derivative Liabilities (Details) [Line Items] | ||||||
Revalued warrant | 6,633 | 6,633 | ||||
Fair value of the derivative liabilities | $ 3,762 | $ 137,698 | ||||
Exercise price per share (in Dollars per share) | $ 5.28 | |||||
Purchase of aggregate shares (in Shares) | 63,658 | 63,658 | ||||
Exercise price per share (in Dollars per share) | $ 5.28 | |||||
Beneficial ownership | 4.99% |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details) - Schedule of fair value of level 3 derivative liabilities on recurring basis - USD ($) | 3 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | $ 2,502,715 | $ 9,990,253 | $ 15,220,367 |
Change in fair value of derivative liabilities | (1,449,908) | (7,487,538) | (5,230,114) |
Ending balance | 1,052,807 | 2,502,715 | 9,990,253 |
Public SPAC Warrants [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | 1,838,850 | 6,196,200 | 8,048,850 |
Change in fair value of derivative liabilities | (1,246,600) | (4,357,350) | (1,852,650) |
Ending balance | 592,250 | 1,838,850 | 6,196,200 |
Private SPAC Warrants [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | 30,150 | 216,075 | 467,325 |
Change in fair value of derivative liabilities | (10,050) | (185,925) | (251,250) |
Ending balance | 20,100 | 30,150 | 216,075 |
PIPE Warrants [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | 621,600 | 3,471,500 | 6,516,300 |
Change in fair value of derivative liabilities | (188,000) | (2,849,900) | (3,044,800) |
Ending balance | 433,600 | 621,600 | 3,471,500 |
Other Warrants [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | 12,115 | 106,478 | 187,892 |
Change in fair value of derivative liabilities | (5,258) | (94,363) | (81,414) |
Ending balance | $ 6,857 | $ 12,115 | $ 106,478 |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details) - Schedule of black scholes option pricing model - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Expected volatility | 98.50% | |
Expected dividends | 0% | 0% |
Market Price (in Dollars per share) | $ 0.67 | $ 3.9 |
Minimum [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Risk-free interest rate | 4.16% | 0.85% |
Expected term in years | 1 year 10 months 2 days | 2 years 7 months 2 days |
Expected volatility | 76% | |
Maximum [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Risk-free interest rate | 4.24% | 1.14% |
Expected term in years | 3 years 4 months 24 days | 4 years 1 month 24 days |
Expected volatility | 95% |
Derivative Liabilities (Detai_4
Derivative Liabilities (Details) - Schedule of warrant activity | 9 Months Ended | |
Sep. 30, 2022 USD ($) $ / shares shares | ||
Schedule of Warrant Activity [Abstract] | ||
Number of Warrants, Outstanding | 11,153,908 | |
Weighted Average Exercise Price, Outstanding (in Dollars per share) | $ / shares | $ 9.06 | |
Weighted Average Remaining Life in Years, Outstanding | 4 years 1 month 6 days | |
Intrinsic Value, Outstanding | ||
Number of Warrants, Outstanding | 18,370,984 | |
Weighted Average Exercise Price, Outstanding (in Dollars per share) | $ / shares | $ 5.77 | |
Weighted Average Remaining Life in Years, Outstanding | 3 years 9 months 18 days | [1] |
Intrinsic Value, Outstanding | 721,417 | |
Number of Warrants, Exercisable | 12,238,908 | |
Weighted Average Exercise Price, Exercisable (in Dollars per share) | $ / shares | $ 8.13 | |
Weighted Average Remaining Life in Years, Exercisable | 3 years | |
Intrinsic Value, Exercisable (in Dollars) | $ | $ 721,417 | |
Number of Warrants, Issued | 8,764,152 | |
Weighted Average Exercise Price, Issued (in Dollars per share) | $ / shares | $ 0.74 | |
Weighted Average Remaining Life in Years, Issued | 5 years 3 months 18 days | |
Intrinsic Value, Issued (in Dollars) | $ | $ 1,750,067 | |
Number of Warrants, Exercised | (1,547,076) | |
Weighted Average Exercise Price, Exercised (in Dollars per share) | $ / shares | $ 0.0001 | |
Weighted Average Remaining Life in Years, Exercised | [1] | |
Intrinsic Value, Exercised (in Dollars) | $ | $ (1,028,651) | |
Number of Warrants, Cancelled | ||
Weighted Average Exercise Price, Cancelled (in Dollars per share) | $ / shares | ||
Number of Warrants, Expired | ||
Weighted Average Exercise Price, Expired (in Dollars per share) | $ / shares | ||
[1]Note that the July 2022 Pre-funded Warrants are exercisable until they are exercised in full and have no expiration date; as such, they have been excluded from this calculation. |
Derivative Liabilities (Detai_5
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants | 9 Months Ended | |
Sep. 30, 2022 shares | ||
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | ||
Warrants Outstanding Number of Shares | 18,370,984 | |
Warrants Exercisable Number of Shares | 12,238,908 | |
Warrants Exercisable Weighted Average Remaining Life in Years | 3 years 3 months 18 days | [1],[2] |
5.00 [Member] | ||
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | ||
Warrants Outstanding Number of Shares | 2,564,000 | |
Warrants Exercisable Number of Shares | 2,564,000 | |
Warrants Exercisable Weighted Average Remaining Life in Years | 3 years 4 months 24 days | |
5.28 [Member] | ||
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | ||
Warrants Outstanding Number of Shares | 63,658 | |
Warrants Exercisable Number of Shares | 63,658 | |
Warrants Exercisable Weighted Average Remaining Life in Years | 2 years 7 months 6 days | |
7.07 [Member] | ||
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | ||
Warrants Outstanding Number of Shares | 25,000 | |
Warrants Exercisable Number of Shares | 25,000 | |
Warrants Exercisable Weighted Average Remaining Life in Years | 1 year 9 months 18 days | |
7.50 [Member] | ||
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | ||
Warrants Outstanding Number of Shares | 2,500,000 | |
Warrants Exercisable Number of Shares | 2,500,000 | |
Warrants Exercisable Weighted Average Remaining Life in Years | 3 years 10 months 24 days | |
11.50 [Member] | ||
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | ||
Warrants Outstanding Number of Shares | 6,001,250 | |
Warrants Exercisable Number of Shares | 6,001,250 | |
Warrants Exercisable Weighted Average Remaining Life in Years | 3 years 1 month 6 days | |
1.06 [Member] | ||
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | ||
Warrants Outstanding Number of Shares | 6,132,076 | |
Warrants Exercisable Number of Shares | [1] | |
0.0001 [Member] | ||
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | ||
Warrants Outstanding Number of Shares | 1,085,000 | |
Warrants Exercisable Number of Shares | 1,085,000 | |
[1]Note that the July 2022 Common Warrants are exercisable for 5 years following the initial exercise date, which is six months following the closing of the July 2022 Offering, or January 20, 2023.[2]Note that the July 2022 Pre-funded Warrants are exercisable until they are exercised in full and have no expiration date; as such, they have been excluded from this calculation. |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Loans Payable (Details) [Line Items] | |||||
Aggregate amount paid | $ 481,321 | $ 481,321 | |||
Partial satisfaction of other loans payable | 2,692 | ||||
Interest expense — related parties | $ 14,201 | $ 42,279 | |||
Interest income expense — related parties | (1,536) | 1,495 | |||
Accrued interest | 32,914 | $ 24,212 | |||
Accrued interest - related parties | 16,676 | $ 812 | |||
Loans Payable [Member] | |||||
Loans Payable (Details) [Line Items] | |||||
Interest expense | 7,348 | 2,315 | 22,117 | 20,498 | |
Interest expense — related parties | 1,536 | $ 10,566 | |||
Interest income expense — related parties | 1,495 | $ (30,898) | |||
Bounce Back Loan Scheme [Member] | |||||
Loans Payable (Details) [Line Items] | |||||
Aggregate amount paid | 1,443,963 | 1,443,963 | |||
Partial satisfaction of other loans payable | 6,711 | ||||
Aggregate principal amount | $ 41,312 | $ 41,312 |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of activity of loans payable | 9 Months Ended | |
Sep. 30, 2022 USD ($) | ||
Loans Payable (Details) - Schedule of activity of loans payable [Line Items] | ||
Principal Balance | $ 1,876,244 | |
Forgiveness | ||
Principal Repaid in Cash | (1,491,986) | |
Adjustment | (19,042) | |
Effect of Foreign Exchange Rates | (12,000) | |
Principal Balance | 353,216 | |
Loans payable - noncurrent portion | 48,165 | |
Loans payable - noncurrent portion | 31,522 | |
Less: loans payable - current portion | 1,828,079 | |
Less: loans payable - current portion | 321,694 | |
Paycheck Protection Program [Member] | ||
Loans Payable (Details) - Schedule of activity of loans payable [Line Items] | ||
Principal Balance | 41,312 | |
Forgiveness | ||
Principal Repaid in Cash | (41,312) | |
Adjustment | ||
Effect of Foreign Exchange Rates | ||
Principal Balance | ||
Bounce Back Loan Scheme [Member] | ||
Loans Payable (Details) - Schedule of activity of loans payable [Line Items] | ||
Principal Balance | 61,169 | |
Forgiveness | ||
Principal Repaid in Cash | (6,711) | |
Adjustment | ||
Effect of Foreign Exchange Rates | (12,000) | |
Principal Balance | 42,458 | |
First Assurance Funding [Member] | ||
Loans Payable (Details) - Schedule of activity of loans payable [Line Items] | ||
Principal Balance | 1,618,443 | |
Forgiveness | ||
Principal Repaid in Cash | (1,443,963) | |
Adjustment | (14,042) | [1] |
Effect of Foreign Exchange Rates | ||
Principal Balance | 160,438 | |
Other loans payable [Member] | ||
Loans Payable (Details) - Schedule of activity of loans payable [Line Items] | ||
Principal Balance | 155,320 | |
Forgiveness | ||
Principal Repaid in Cash | ||
Adjustment | (5,000) | [2] |
Effect of Foreign Exchange Rates | ||
Principal Balance | $ 150,320 | |
[1]Note that this amount was reclassified to related party payables.[2]Note that this amount was related to finance charges and was reclassified. |
Loans Payable (Details) - Sch_2
Loans Payable (Details) - Schedule of loans payable – related parties | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Loans payable issued between | |
Principal Balance at beginning balance | $ 81,277 |
Reclass from Loans Payable | 5,000 |
Effect of Foreign Exchange Rate | (1,521) |
Principal Balance at ending balance | $ 84,756 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 9 Months Ended | |||
Feb. 24, 2022 USD ($) | Sep. 01, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 CAD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Compensatory damages | $ 11,286,570 | |||
Legal expenses | $ 218,217 | |||
Principal amount | $ 371,178 | |||
Additional amount | $ 300,000 | |||
Interest accruing | 6,776,686 | |||
Commitments combined amount | 3,178,025 | $ 4,395,000 | ||
Additional sum of amount | 2,721,036 | |||
Damage insurance policy | 2,000,000 | |||
Insurance claim | $ 1,836,940 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jul. 17, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stockholders' Equity (Details) [Line Items] | |||||
Restricted shares (in Shares) | 12,000 | ||||
Vest contract term | 24 months | ||||
Stock-based compensation expense related to amortization | $ 6,075 | $ 20,250 | |||
Stock based compensation expense | 672,083 | 2,273,947 | |||
General and administrative expenses | 584,237 | $ 434,979 | 1,959,919 | $ 1,871,473 | |
Research and development expenses | 87,846 | 314,028 | |||
Unrecognized stock based compensation expense | $ 4,827,266 | $ 4,827,266 | |||
Weighted average remaining vesting period | 2 years 3 months 18 days | ||||
Aggregate shares (in Shares) | 3,500,000 | ||||
Outstanding common stock percentage | 9.99% | ||||
Warrant shares (in Shares) | 1,547,076 | ||||
Warrants exercised | $ 155 | ||||
Warrants unexercised (in Shares) | 1,085,000 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Restricted shares issued (in Shares) | 0 | 12,000 | |||
Aggregate issuance date fair value | $ 0 | $ 48,600 | |||
Unrecognized stock based compensation expense | $ 28,350 | $ 28,350 | |||
Weighted average remaining vesting period | 1 year 3 months 18 days | ||||
Common Stock Issued For Services [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Aggregate shares (in Shares) | 55,112 | 151,010 | |||
Aggregate issuance date fair value | $ 60,622 | $ 270,967 | |||
July 2022 Pre-Funded Warrants [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Aggregate shares (in Shares) | 2,632,076 | ||||
Warrants purchase price (in Dollars per share) | $ 0.0001 | ||||
July 2022 Common Warrants [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Aggregate shares (in Shares) | 6,132,076 | ||||
Outstanding common stock percentage | 4.99% | ||||
Warrants exercise price (in Dollars per share) | $ 1.06 | $ 1.06 | |||
Common warrants exercisable term | 5 years | 5 years | |||
July 2022 Offering [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Warrants purchase price (in Dollars per share) | $ 1.06 | ||||
Aggregate gross proceeds | $ 6,499,737 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of RSUs granted and outstanding | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Schedule of RSUs granted and outstanding [Abstract] | |
Unvested Restricted Stock, Unvested Beginning | shares | |
Weighted Average Grant Date FV Price, Unvested Beginning | $ / shares | |
Unvested Restricted Stock, Granted | shares | 12,000 |
Weighted Average Grant Date FV Price, Granted | $ / shares | $ 4.05 |
Unvested Restricted Stock, Vested | shares | 5,000 |
Weighted Average Grant Date FV Price, Vested | $ / shares | $ 4.05 |
Unvested Restricted Stock, Unvested Ending | shares | 7,000 |
Weighted Average Grant Date FV Price, Unvested Ending | $ / shares | $ 4.05 |
Unvested Restricted Stock, Total unrecognized expense remaining | $ | $ 28,350 |
Unvested Restricted Stock, Weighted-average years expected to be recognized over | 1 year 3 months |
Weighted Average Grant Date FV Price, Weighted-average years expected to be recognized over |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of option activity - USD ($) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule Of Option Activity [Abstract] | |
Number of Options, Outstanding Beginning | 2,741,000 |
Weighted Average Exercise Price, Outstanding Beginning | $ 4.77 |
Weighted Average Remaining Term (Yrs), Outstanding Beginning | 9 years 4 months 24 days |
Intrinsic Value, Outstanding Beginning | $ 70,500 |
Number of Options, Granted | 518,121 |
Weighted Average Exercise Price, Granted | $ 1.36 |
Weighted Average Remaining Term (Yrs), Granted | |
Intrinsic Value, Granted | |
Number of Options, Exercised | |
Weighted Average Exercise Price, Exercised | |
Weighted Average Remaining Term (Years), Exercised | |
Intrinsic Value, Exercised | |
Number of Options, Expired | |
Weighted Average Exercise Price, Expired | |
Weighted Average Remaining Term (Years), Expired | |
Intrinsic Value, Expired | |
Number of Options, Forfeited | |
Weighted Average Exercise Price, Forfeited | |
Weighted Average Remaining Term (Years), Forfeited | |
Intrinsic Value, Forfeited | |
Number of Options, Outstanding ending | 3,259,121 |
Weighted Average Exercise Price, Outstanding ending | $ 4.23 |
Weighted Average Remaining Term (Years), Outstanding ending | 8 years 9 months 18 days |
Intrinsic Value, Outstanding ending | |
Number of Options, Exercisable ending | 1,660,057 |
Weighted Average Exercise Price, Exercisable ending | $ 4.16 |
Weighted Average Remaining Term (Years), Exercisable ending | 8 years 8 months 12 days |
Intrinsic Value, Exercisable ending |
Stockholders' Equity (Details_3
Stockholders' Equity (Details) - Schedule of estimated using the black scholes valuation method assumptions | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity (Details) - Schedule of estimated using the black scholes valuation method assumptions [Line Items] | |
Risk-free interest rate | 2.88% |
Expected volatility | 91% |
Expected dividends | 0% |
Minimum [Member] | |
Stockholders' Equity (Details) - Schedule of estimated using the black scholes valuation method assumptions [Line Items] | |
Expected term in years | 5 years |
Maximum [Member] | |
Stockholders' Equity (Details) - Schedule of estimated using the black scholes valuation method assumptions [Line Items] | |
Expected term in years | 5 years 9 months 7 days |
Stockholders' Equity (Details_4
Stockholders' Equity (Details) - Schedule of outstanding and exercisable stock options | 9 Months Ended |
Sep. 30, 2022 shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding, Number of Shares | 3,259,121 |
Stock Options Outstanding, Weighted Average Remaining Life in Years | 8 years 8 months 12 days |
Stock Options Exercisable, Number of Shares | 1,660,057 |
2.49 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding, Number of Shares | 50,000 |
Stock Options Outstanding, Weighted Average Remaining Life in Years | 8 years 2 months 12 days |
Stock Options Exercisable, Number of Shares | 50,000 |
4.43 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding, Number of Shares | 1,580,000 |
Stock Options Outstanding, Weighted Average Remaining Life in Years | 8 years 4 months 24 days |
Stock Options Exercisable, Number of Shares | 983,111 |
7.56 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding, Number of Shares | 436,000 |
Stock Options Outstanding, Weighted Average Remaining Life in Years | 8 years 9 months 18 days |
Stock Options Exercisable, Number of Shares | 127,167 |
3.95 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding, Number of Shares | 675,000 |
Stock Options Outstanding, Weighted Average Remaining Life in Years | 9 years 2 months 12 days |
Stock Options Exercisable, Number of Shares | 301,042 |
1.36 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding, Number of Shares | 518,121 |
Stock Options Outstanding, Weighted Average Remaining Life in Years | 9 years 7 months 6 days |
Stock Options Exercisable, Number of Shares | 198,737 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Parties (Details) [Line Items] | |||||
Accrued expenses - related parties | $ 158,467 | $ 158,467 | $ 18,370 | ||
Interest accrued on loan | 16,676 | 16,676 | |||
Accrued consulting fees | 141,791 | 141,791 | |||
Loans payable - related parties | 84,756 | 84,756 | $ 81,277 | ||
Research and development expenses - related parties | 53,347 | $ 298,879 | 158,401 | $ 1,287,583 | |
General and administrative expenses - related parties | 0 | 82,519 | 5,261 | 462,081 | |
Interest (expense) income – related parties | $ (1,536) | 1,495 | |||
Interest expense - related parties | 14,201 | 42,279 | |||
Related party interest expense | 3,633 | $ 11,380 | |||
interest expense on loans | $ 10,567 | $ 30,899 | |||
Related Parties [Member] | |||||
Related Parties (Details) [Line Items] | |||||
Stockholders percentage | 5% | ||||
Directors [Member] | |||||
Related Parties (Details) [Line Items] | |||||
Stockholders percentage | 5% | ||||
Officers [Member] | |||||
Related Parties (Details) [Line Items] | |||||
Stockholders percentage | 5% | ||||
Affiliates [Member] | |||||
Related Parties (Details) [Line Items] | |||||
Stockholders percentage | 5% | ||||
Officers and Director [Member] | |||||
Related Parties (Details) [Line Items] | |||||
Stockholders percentage | 5% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Nov. 01, 2022 | Oct. 31, 2022 | Oct. 24, 2022 | Dec. 15, 2022 |
Subsequent Events (Details) [Line Items] | ||||
Term agreement, description | Pursuant to this agreement, the term of the contract is for one year, beginning on January 1, 2023; the financial terms of the contract are a commitment of £125,000 per quarter, with the first payment due in April 2023. | |||
Reimbursement claim | $ 129,483 | |||
Pre-funded warrants, description | On November 1, 2022, the remainder, or 1,085,000, of the July 2022 Pre-Funded Warrants were exercised for a value of $109; there are no remaining outstanding July 2022 Pre-Funded Warrants. | |||
Reverse stock split share par value | $ 0.0001 | |||
Pre-Funded Warrants [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Excess of ownership, percentage | 4% | |||
Director [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Common stock par value | $ 0.0001 |