Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | 180 LIFE SCIENCES CORP. | |
Trading Symbol | ATNF | |
Document Type | 10-K | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 3,746,906 | |
Entity Public Float | $ 25,377,272 | |
Amendment Flag | false | |
Entity Central Index Key | 0001690080 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | FY | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
ICFR Auditor Attestation Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Entity File Number | 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 $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Auditor Firm ID | 688 | |
Auditor Name | Marcum, LLP | |
Auditor Location | San Francisco, CA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 6,970,110 | $ 8,224,508 |
Prepaid expenses and other current assets | 1,958,280 | 2,976,583 |
Total Current Assets | 8,928,390 | 11,201,091 |
Intangible assets, net | 1,658,858 | 1,948,913 |
In-process research and development | 9,063,000 | 12,575,780 |
Goodwill | 36,987,886 | |
Total Assets | 19,650,248 | 62,713,670 |
Current Liabilities: | ||
Accounts payable | 1,801,210 | 586,611 |
Accrued expenses | 2,284,516 | 1,964,580 |
Accrued expenses - related parties | 188,159 | 18,370 |
Loans payable - current portion | 1,308,516 | 1,828,079 |
Loans payable - related parties | 81,277 | |
Derivative liabilities | 75,381 | 15,220,367 |
Total Current Liabilities | 5,657,782 | 19,699,284 |
Loans payable - noncurrent portion | 31,189 | 48,165 |
Deferred tax liability | 2,617,359 | 3,643,526 |
Total Liabilities | 8,306,330 | 23,390,975 |
Commitments and contingencies (Note 11) | ||
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 December 31, 2022 and 2021 | ||
Class K Preferred Stock; 1 share authorized, issued and outstanding at December 31, 2022 and 2021 | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,746,906 and 1,701,799 shares issued and outstanding at December 31, 2022 and 2021, respectively | 375 | 170 |
Additional paid-in capital | 121,637,611 | 107,187,371 |
Accumulated other comprehensive income | (2,885,523) | 817,440 |
Accumulated deficit | (107,408,545) | (68,682,286) |
Total Stockholders’ Equity | 11,343,918 | 39,322,695 |
Total Liabilities and Stockholders’ Equity | $ 19,650,248 | $ 62,713,670 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 3,746,906 | 1,701,799 |
Common stock, shares outstanding | 3,746,906 | 1,701,799 |
Class C Preferred Stock | ||
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Class K Preferred Stock | ||
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Expenses: | ||
Research and development | $ 2,191,834 | $ 1,000,769 |
Research and development - related parties | 240,731 | 2,947,536 |
General and administrative | 15,459,788 | 11,230,118 |
General and administrative - related parties | 5,612 | 462,580 |
Total Operating Expenses | 17,897,965 | 15,641,003 |
Loss From Operations | (17,897,965) | (15,641,003) |
Other (Expenses) Income: | ||
Gain on settlement of liabilities | 926,829 | |
Other expense | (146,822) | |
Interest expense | (26,667) | (186,208) |
Loss on extinguishment of convertible notes payable, net | (9,737) | |
Loss on goodwill impairment | (33,547,278) | |
Loss on IP R&D impairment | (3,342,084) | |
Change in fair value of derivative liabilities | 15,144,986 | (4,677,388) |
Change in fair value of accrued issuable equity | 9,405 | |
Offering costs allocated to warrant liabilities | 604,118 | |
Total Other Expense, Net | (21,771,043) | (4,706,849) |
Loss Before Income Taxes | (39,669,008) | (20,347,852) |
Income tax benefit | 942,749 | 23,204 |
Net Loss Attributable to Common Stockholders | (38,726,259) | (20,324,648) |
Other Comprehensive (Loss) Income: | ||
Foreign currency translation adjustments | (3,702,963) | 180,554 |
Total Comprehensive Loss | $ (42,429,222) | $ (20,144,094) |
Basic and Diluted Net Loss per Common Share (in Dollars per share) | $ (20.38) | $ (12.96) |
Weighted Average Number of Common Shares Outstanding: (in Shares) | 1,900,397 | 1,567,772 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Basic and Diluted Net Loss per Common Share | $ (18.55) | $ (12.96) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 131 | $ 78,007,490 | $ 636,886 | $ (48,357,638) | $ 30,286,869 |
Balance (in Shares) at Dec. 31, 2020 | 1,308,562 | ||||
Shares issued from exercise of July 2022 pre-funded warrants (in Shares) | |||||
Shares issued upon conversion of KBL debt (Note 10) | $ 2 | 1,941,123 | $ 1,941,125 | ||
Shares issued upon conversion of KBL debt (Note 10) (in Shares) | 23,357 | ||||
Shares issued upon conversion of 180 debt (Note 10) | $ 1 | 432,382 | 432,383 | ||
Shares issued upon conversion of 180 debt (Note 10) (in Shares) | 7,920 | ||||
Shares issued in connection with the financing, net of financing costs (Note 12) | $ 13 | 10,731,057 | 10,731,070 | ||
Shares issued in connection with the financing, net of financing costs (Note 12) (in Shares) | 128,200 | ||||
Offering costs allocated to warrant liabilities (Note 12) | 604,118 | 604,118 | |||
Warrants issued in connection with private offering, reclassified to derivative liabilities (Note 8) | (7,294,836) | (7,294,836) | |||
Shares issued upon exchange of common stock equivalents (Note 12) | $ 9 | (9) | |||
Shares issued upon exchange of common stock equivalents (Note 12) (in Shares) | 87,253 | ||||
Shares issued to settle accounts payable (Note 11) | $ 1 | 1,973,249 | 1,973,250 | ||
Shares issued to settle accounts payable (Note 11) (in Shares) | 11,250 | ||||
Shares issued in connection with the August 2021 Offering, net of financing costs (Note 12) | $ 13 | 13,879,987 | 13,880,000 | ||
Shares issued in connection with the August 2021 Offering, net of financing costs (Note 12) (in Shares) | 125,000 | ||||
Shares issued to settle convertible debt and derivative liabilities with Alpha Capital (Note 10) | $ 1 | 1,060,499 | 1,060,500 | ||
Shares issued to settle convertible debt and derivative liabilities with Alpha Capital (Note 10) (in Shares) | 7,500 | ||||
Shares issued in connection with the repayment of related party loans and convertible notes (Note 12) | $ 1 | 851,111 | 851,112 | ||
Shares issued in connection with the repayment of related party loans and convertible notes (Note 12) (in Shares) | 7,093 | ||||
Stock based compensation (Note 12): | |||||
Common stock | $ 2 | 2,148,887 | 2,148,889 | ||
Common stock (in Shares) | 15,878 | ||||
Options | 2,852,309 | 2,852,309 | |||
Shares Cancelled | $ (4) | 4 | |||
Shares Cancelled (in Shares) | (20,214) | ||||
Comprehensive loss: | |||||
Net loss | (20,324,648) | (20,324,648) | |||
Other comprehensive income (loss) | 180,554 | 180,554 | |||
Balance at Dec. 31, 2021 | $ 170 | 107,187,371 | 817,440 | (68,682,286) | 39,322,695 |
Balance (in Shares) at Dec. 31, 2021 | 1,701,799 | ||||
Adjustments related to reverse stock-split | $ 1 | (1) | |||
Adjustments related to reverse stock-split (in Shares) | 9,591 | ||||
Issuance of July 2022 pre-funded warrants | 2,562,265 | 2,562,265 | |||
Shares issued from exercise of July 2022 pre-funded warrants | $ 13 | 250 | $ 263 | ||
Shares issued from exercise of July 2022 pre-funded warrants (in Shares) | 131,604 | ||||
Shares issued in connection with July 2022 Offering | $ 18 | 3,407,472 | $ 3,407,490 | ||
Shares issued in connection with July 2022 Offering (in Shares) | 175,000 | ||||
Issuance of December 2022 pre-funded warrants | 4,823,187 | 4,823,187 | |||
Shares issued from exercise of December 2022 pre-funded warrants | $ 150 | 150 | |||
Shares issued from exercise of December 2022 pre-funded warrants (in Shares) | 1,499,286 | ||||
Shares issued in connection with December 2022 Offering | $ 22 | 691,651 | 691,673 | ||
Shares issued in connection with December 2022 Offering (in Shares) | 215,000 | ||||
Shares issued for professional services to directors | $ 1 | 331,590 | 331,591 | ||
Shares issued for professional services to directors (in Shares) | 14,026 | ||||
Stock-based compensation | 2,633,826 | 2,633,826 | |||
Stock-based compensation (in Shares) | 600 | ||||
Comprehensive loss: | |||||
Net loss | (38,726,259) | (38,726,259) | |||
Other comprehensive income (loss) | (3,702,963) | (3,702,963) | |||
Balance at Dec. 31, 2022 | $ 375 | $ 121,637,611 | $ (2,885,523) | $ (107,408,545) | $ 11,343,918 |
Balance (in Shares) at Dec. 31, 2022 | 3,746,906 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows From Operating Activities | ||
Net loss | $ (38,726,259) | $ (20,324,648) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | ||
Shares issued for services | 331,591 | 2,148,889 |
Amortization of stock options and restricted stock units | 2,633,826 | 2,852,309 |
Impairment of goodwill | 33,547,278 | |
Impairment of IP R&D assets | 3,342,084 | |
Amortization of intangibles | 109,004 | 109,947 |
Bad debt expense - related parties | 300,000 | |
Gain on settlement of liabilities, net | (926,829) | |
Loss on extinguishment of convertible note payable | 9,737 | |
Deferred tax liability | (942,749) | (24,803) |
Offering costs allocated to warrant liabilities | 604,118 | |
Change in fair value of derivative liabilities | (15,144,986) | 4,677,388 |
Change in fair value of accrued issuable equity | 9,405 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 1,018,303 | (1,377,247) |
Accounts payable | 1,214,599 | (5,515,042) |
Accounts payable – related parties | (215,495) | |
Accrued expenses | 319,936 | (1,210,076) |
Accrued expenses – related parties | 169,788 | (436,581) |
Accrued issuable equity | (52,500) | |
Total adjustments | 26,598,674 | 953,220 |
Net Cash Used In Operating Activities | (12,127,585) | (19,371,428) |
Cash Flows From Financing Activities | ||
Shares issued for cash, net of issuance costs | 26,666,200 | |
Offering costs in connection with 2021 sale of stock and warrants | (2,055,130) | |
Offering costs in connection with July 2022 sale of common stock and common stock warrants | (529,982) | |
Offering costs in connection with December 2022 sale of common stock and common stock warrants | (484,991) | |
Proceeds from loans payable | 1,060,890 | 1,618,443 |
Repayment of convertible debt – related parties | (10,000) | |
Repayment of loans payable, net of adjustments (Note 9) | (1,591,035) | (375,789) |
Repayment of loans payable – related parties | (81,277) | (431,805) |
Proceeds from sale of July 2022 common stock and common stock warrants | 6,499,737 | |
Proceeds from sale of December 2022 common stock and common stock warrants | 5,999,851 | |
Proceeds from exercise of July 2022 pre-funded warrants | 263 | |
Proceeds from exercise of December 2022 pre-funded warrants | 150 | |
Net Cash Provided By Financing Activities | 10,873,606 | 25,411,919 |
Effect of Exchange Rate Changes on Cash | (419) | 75,473 |
Net (Decrease) Increase In Cash | (1,254,398) | 6,115,964 |
Cash - Beginning of Period | 8,224,508 | 2,108,544 |
Cash - End of Period | 6,970,110 | 8,224,508 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the period for income taxes | ||
Cash paid during the period for interest | 15,060 | 35,351 |
Non-cash investing and financing activities: | ||
Common stock issued upon conversion of KBL debt | 1,931,388 | |
Common stock issued upon conversion of 180 debt | 432,383 | |
Common stock issued in connection with repayment of related party loans and convertible notes | 851,112 | |
Shares and warrants issued for Alpha Settlement | 1,013,331 | |
Exchange of common stock equivalents for common stock | 146 | |
Shares issued to settle accounts payable | 1,750,000 | |
Reclassification of accrued issuable equity | $ 43,095 |
Business Organization and Natur
Business Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 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. 180 Life Corp. (“180”, f/k/a 180 Life Sciences Corp. and CannBioRx Life Sciences Corp.) is a wholly-owned subsidiary of the Company and was incorporated in the State of Delaware on January 28, 2019. The Company is located in the United States (“U.S.”) and is a medical pharmaceutical company focused upon unmet medical needs in the areas of inflammatory diseases, fibrosis, and chronic pain by employing innovative research and, where appropriate, combination therapies, through 180’s three wholly-owned subsidiaries, 180 Therapeutics L.P. (“180 LP”), CannBioRex Pharmaceuticals Corp. (“CBR Pharma”), and Katexco Pharmaceuticals Corp. (“Katexco”). 180 LP, CBR Pharma and Katexco are together, the “180 Subsidiaries.” Katexco was incorporated on March 7, 2018 under the provisions of the British Corporation Act of British Columbia. Additionally, 180’s wholly-owned subsidiaries Katexco Callco, ULC, Katexco Purchaseco, ULC, CannBioRex Callco, ULC, and CannBioRex Purchaseco, ULC were formed in the Canadian Province of British Columbia on May 31, 2019 to facilitate the acquisition of Katexco, CBR Pharma and 180 LP. On July 1, 2021, the assets and liabilities of the Canadian companies (Katexco and CBR Pharma) were transferred to their respective subsidiaries, which are Katexco Pharmaceuticals Corp. (“Katexco U.S.”) and CannBioRex Pharma Limited (“CBR Pharma U.K.”). 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”). Reverse Stock-Split during 2022 On December 15, 2022, the Company held a special meeting of stockholders of the Company whereby the Company’s stockholders approved 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 of common stock, par value $0.0001 per share, in a range of between one-for-four and one-for-twenty shares, in the discretion of the Board of Directors. The Board of Directors subsequently approved a reverse stock split in a ratio of one-for-twenty shares (the “Reverse Stock Split”). Pursuant to the Certificate of Amendment filed with the Secretary of State of Delaware to affect the Reverse Stock Split, with new CUSIP number: 68236V203. No change was made to the trading symbol for the Company’s shares of common stock or public warrants, “ATNF” and “ATNFW”, respectively, in connection with the Reverse Stock Split. Because the Certificate of Amendment did not reduce the number of authorized shares of common stock, the effect of the Reverse Stock Split was to increase the number of shares of common stock available for issuance relative to the number of shares issued and outstanding. The Reverse Stock Split did not alter the par value of the common stock or modify any voting rights or other terms of the common stock. Any fractional shares remaining after the Reverse Stock Split were rounded up to the nearest whole share. With regards to the Company’s 2020 Omnibus Incentive Plan and the 2022 Omnibus Incentive Plan, the Company’s Compensation Committee and Board deemed it in the best interests of the Company and its stockholders to (i) adjust the number of shares of Company common stock available for issuance under the Incentive Plans downward by a factor of 20 (with any fractional shares rounded down to the nearest whole share); (ii) reduce the number of shares of common stock issuable upon each outstanding option to purchase shares of common stock of the Company, and all other outstanding awards, by a factor of 20 (with any fractional shares rounded down to the nearest whole share); and (iii) adjust the exercise price of any outstanding options to purchase shares of common stock previously granted under the Incentive Plans up by a factor of 20 (rounded up to the nearest whole cent), in each case to adjust equitably for the exchange ratio of the Reverse Stock Split, which such adjustments effective automatically upon effectiveness of the Reverse Stock Split. The effects of the one-for-twenty reverse stock split have been retroactively reflected throughout the financial statements and notes to the financial statements. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and Russia-Ukraine war on the economy and the capital markets and has concluded that, while it is reasonably possible that such events could have negative effects on the Company’s financial position, the specific impacts are not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. The current challenging economic climate may lead to adverse changes in cash flows, working capital levels and/or debt balances, which may also have a direct impact on the Company’s future operating results and financial position. The ultimate duration and magnitude of the impact and the efficacy of government interventions on the economy and the financial effect on the Company is not known at this time. The extent of such impact will depend on future developments, which are highly uncertain and not in the Company’s control. |
Going Concern and Management's
Going Concern and Management's Plans | 12 Months Ended |
Dec. 31, 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. As of December 31, 2022, we had an accumulated deficit of $107,408,545 and working capital of $3,270,608 and for the year ended December 31, 2022, a net loss of $38,726,259 and cash used in operating activities of $12,127,585. The Company expects to invest a significant amount of capital to fund research and development. As a result, the Company expects that its operating expenses will increase significantly, and consequently will require significant revenues to become profitable. Even if the Company does become profitable, it may not be able to sustain or increase profitability on a quarterly or annual basis. The Company cannot predict when, if ever, it will be profitable. There can be no assurance that the intellectual property of the Company, or other technologies it may acquire, will meet applicable regulatory standards, obtain required regulatory approvals, be capable of being produced in commercial quantities at reasonable costs, or be successfully marketed. The Company plans to undertake additional laboratory studies with respect to the intellectual property, and there can be no assurance that the results from such studies or trials will result in a commercially viable product or will not identify unwanted side effects. These 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 consolidated financial statements are issued. Realization of the Company’s assets may be substantially different from the carrying amounts presented in these consolidated financial statements and the accompanying 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 | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the Unites States of America (“U.S. GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries 180 LP, CBR Pharma, Katexco and 180 Life Corp. (“180LC”). All inter-company balances and transactions among the companies have been eliminated upon consolidation. The consolidated financial statements are presented in U.S. Dollars. 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 consolidated financial statements. The Company’s significant estimates and assumptions used in these financial statements include, but are not limited to, the fair value of financial instruments, warrants, options and derivative liabilities; R&D tax credits and accruals, and the estimates and assumptions related to the 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 is the Canadian Dollar (“CAD”) or British Pound (“GBP”). Assets and liabilities are translated based on the exchange rates at the balance sheet date (0.7369 and 0.7874 for the CAD, 1.2098 and 1.3510 for the GBP as of December 31, 2022 and 2021, respectively), while expense accounts are translated at the weighted average exchange rate for the period (0.7689 and 0.7977 for the CAD, and 1.2173 and 1.3753 for the GBP for the years ended December 31, 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 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 years ended December 31, 2022 and 2021, the Company recorded other comprehensive (loss) income of ($3,702,963) and $180,554, 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 ($12,777) and ($69) of foreign currency transaction (losses) for the years ended December 31, 2022 and 2021, respectively. Such amounts have been classified within general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents in the financial statements. The Company had no cash equivalents at December 31, 2022 or 2021. As of December 31, 2022, the Company had bank accounts in the United States and the United Kingdom; of its available cash balance, $25,079 is restricted cash. The Company’s cash deposits in United States and English financial institutions may at times be in excess of the Federal Deposit Insurance Corporation (“FDIC”) or the Financial Services Compensation Scheme (“FSCS”) insurance limits, respectively. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. Goodwill 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 a 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. See “Note 5 – Intangible Assets and Impairment of Long-lived Assets” for further information. Intangible Assets and In-Process Research and Development (“IP R&D”) Intangible assets consist of licensed patents held by Katexco as well as technology licenses acquired in connection with the Reorganization. Licensed patents are amortized over the remaining life of the patent. Technology licenses represent the fair value of licenses acquired for the development and commercialization of certain licenses and knowledge. The technology licenses are amortized on a straight-line basis over the estimated useful lives of the underlying patents. It will be necessary to monitor and possibly adjust the useful lives of the licensed patents and technology licenses depending on the results of the Company’s research and development activities. IP R&D assets represent the fair value assigned to technologies that were acquired on July 16, 2019 in connection with the Reorganization, which have not reached technological feasibility and have no alternative future use. IP R&D assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development projects. During the period that the IP R&D assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if the Company becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IP R&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval, and the Company is able to commercialize products associated with the IP R&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives at that point in time. If development is terminated or abandoned, the Company may record a full or partial impairment charge related to the IP R&D assets, calculated as the excess of the carrying value of the IP R&D assets over their estimated fair value. See “Note 5 – Intangible Assets and Impairment of Long-lived Assets” for further information. Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements” (“ASC 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: ● Level 1 - Quoted prices in active markets for identical assets or liabilities; ● Level 2 - Quoted prices for similar assets and liabilities in active markets or inputs that are observable; and ● Level 3 - Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). The carrying amounts of certain of the Company’s financial instruments, consisting primarily of loans payable, approximate their fair values as presented in these consolidated financial statements due to the short-term nature of those instruments. The Company’s derivative liabilities were valued using level 3 inputs (see Note 8 – Derivative Liabilities for additional information). Accrued Issuable Equity The Company records accrued issuable equity when it is contractually obligated to issue shares and there has been a delay in the issuance of such shares. Accrued issuable equity is recorded and carried at fair value with changes in its fair value recognized in the Company’s consolidated statements of operations. Once the underlying shares of common stock are issued, the accrued issuable equity is reclassified as of the share issuance date at the then current fair market value of the common stock. Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date and is estimated by management based on observations of the recent cash sales prices of common stock. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Upon the exercise of an option or warrant, the Company issues new shares of common stock out of its authorized but unissued shares. Derivative Liabilities and Convertible Instruments The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives requiring separate recognition in the Company’s financial statements. Entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market at each balance sheet date and recorded as a liability and the change in fair value is recorded in other (expense) income, net in the consolidated statements of operations. In circumstances where there are multiple embedded instruments that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within twelve months of the balance sheet date. If the embedded conversion options do not require bifurcation, the Company then evaluates for the existence of a beneficial conversion feature by comparing the fair value of the Company’s underlying stock as of the commitment date to the effective conversion price of the instrument (the intrinsic value). Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption and are classified in interest expense in the consolidated statements of operations. Preferred stock discounts are only accreted to their redemption value if redemption becomes probable. Amendments to convertible instruments are evaluated as to whether they should be accounted for as a modification of the original instrument with no change to the accounting or, if the terms are substantially changed, as an extinguishment of the original instrument and the issuance of a new instrument. The Company has computed the fair value of warrants and options issued using the Black-Scholes option pricing model. The expected term used for warrants, convertible notes and convertible preferred stock are 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. Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net (loss) per common share is computed by dividing net (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 common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive: For the Years Ended 2022 2021 Options 162,956 137,050 Warrants 3,435,728 557,695 Total potentially dilutive shares 3,598,684 694,745 Research and Development Research and development expenses are charged to operations as incurred. During the years ended December 31, 2022 and 2021, the Company incurred $2,191,834 and $1,000,769, respectively, of research and development expenses. As of December 31, 2022 and 2021, research and development expenses – related parties were $240,731 and $2,947,536, respectively. See Note 14 – Related Parties for more information on research and development expenses – related parties. Income Taxes The Company accounts for income taxes under the provisions of ASC Topic 740 “Income Taxes” (“ASC 740”). The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations and comprehensive loss. Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06 “Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Topic 815). The amendments in ASU 2020-06 are intended to simplify the accounting for certain financial instruments with characteristics of liabilities and equity by eliminating certain accounting models in Subtopic 470-20, for convertible debt instruments. Under the amendments in this update, the embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-on capital. A convertible debt instrument will be accounted for as a single liability measured at its amortized cost and convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. By removing the separation models, the interest rate of convertible debt instruments typically will be closer to the coupon interest rate when applying the guidance in Topic 835, Interest. These amendments to the derivatives scope exception for contracts in an entity’s own equity change the population of contracts that are recognized as assets or liabilities. For a freestanding instrument, an entity should record it in equity if the instrument qualifies for the derivatives scope exception under the amendments. For an embedded feature, if the feature qualifies for the derivatives scope exception under the amendments, an entity should no longer separate the feature and account for it individually. The Company adopted ASU 2020-06 upon issuance did not have a material impact on the Company’s consolidated financial statements. On May 3, 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This standard provided clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard was effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Issuers should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. Early adoption was permitted, including adoption in an interim period. If an issuer elected to early adopt the new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The Company adopted ASU 2021-04 effective for January 1, 2022, and its adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. On July 19, 2021, the FASB issued Accounting Standards Update (ASU) 2021-05, Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments. As part of the postimplementation review (PIR) of leases (FASB Accounting Standards Codification (FASB ASC) 842), the FASB was made aware of an issue being encountered by lessors wherein following the guidance in FASB ASC 842 requiring them to recognize a loss at lease commencement for certain sales-type lease with variable payments, even if the lessor expects the arrangement will be profitable overall. The Company adopted ASU 2021-05 effective for January 1, 2022, and its adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 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 December 31, 2022 and 2021: December 31, 2022 2021 Insurance (1) $ 1,027,292 $ 1,937,693 Research and development expense tax credit receivable 546,563 644,513 Professional fees (1) 310,017 294,577 Value-added tax receivable 48,774 24,411 Taxes 25,634 25,634 Other - 49,755 $ 1,958,280 $ 2,976,583 (1) In the previously filed Annual Report on Form 10-K for the year ended December 31, 2021, the Insurance line item above included $213,974 of expenses related to Oxford agreements for our CBR Pharma subsidiary. In the current year, those same expenses are grouped into the Professional fees grouping. As such, for comparative purposes, that amount has been moved from the Insurance grouping to the Professional fees grouping for the 2021 period. |
Intangible Assets and Impairmen
Intangible Assets and Impairment of Long-Lived Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND IMPAIRMENT OF LONG-LIVED ASSETS | NOTE 5 - INTANGIBLE ASSETS AND IMPAIRMENT OF LONG-LIVED ASSETS Intangible assets consist of the following as of December 31, 2022 and 2021: Remaining As of December 31, 2022 As of December 31, 2021 in Years at Gross Accumulated Net Gross Accumulated Net Licensed patents 13.5 $ 596,259 $ (142,654 ) $ 453,605 $ 603,919 $ (110,759 ) $ 493,160 Technology license 16.6 1,485,159 (279,906 ) 1,205,253 1,658,550 (202,797 ) 1,455,753 $ 2,081,418 $ (422,560 ) $ 1,658,858 $ 2,262,469 $ (313,556 ) $ 1,948,913 Changes in the gross asset value of licensed patents and technology licenses from the dates acquired are the result of changes in the foreign currency exchange rate. The Company recorded amortization expense of $109,004 and $116,297 during the years ended December 31, 2022 and 2021, respectively, related to intangible assets, which is included in general and administrative expense on the accompanying consolidated statements of operations and comprehensive loss. Future amortization related to intangible assets is as follows: For the Years Ending December 31, 2023 $ 109,489 2024 109,489 2025 109,489 2026 109,489 2027 109,489 Thereafter 1,111,413 $ 1,658,858 Goodwill Impairment The Company’s publicly traded stock closed at $78.00 per share as of December 31, 2021; during 2022, the market value of the Company’s single reporting unit significantly declined. As of March 31, 2022, June 30, 2022, September 30, 2022 and December 31, 2022, the market value of the Company’s publicly traded stock fell to $51.80, $16.96, $13.30 and $3.39, per share, respectively, and as such, the Company elected to conduct a quantitative analysis of goodwill to assess for impairment as of September 30, 2022 and December 31, 2022. The Company determined the fair market value of its single reporting unit and compared that value with the carrying amount of the reporting unit and determined that goodwill was impaired as of both measurement dates. As of September 30, 2022 and December 31, 2022, the carrying value exceeded the fair market value by $18,872,850 and $14,674,428, respectively. To recognize the impairment of goodwill, the Company recorded losses for these amounts at the end of the third and fourth quarters, which appear as a loss on goodwill impairment of $33,547,278 on the income statement for the year ended December 31, 2022. The following is a summary of goodwill activity for the year ended December 31, 2022 for the Company’s single reporting unit, which includes the recorded losses on goodwill impairment described above. CBR 180 LP Consolidated 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 Currency translation 708,713 - 708,713 Balance before impairment 9,044,411 5,630,017 14,674,428 Impairment of goodwill (9,044,411 ) (5,630,017 ) (14,674,428 ) Balance, December 31, 2022 $ - $ - $ - IP R&D Assets Impairment As of December 31, 2022, the carrying amount of the IP R&D assets on the balance sheet was $12,405,084 (which consists of carrying amounts of $1,462,084 and $10,943,000 related to the Company’s CBR Pharma subsidiary and its 180 LP subsidiary, respectively). Per the valuation obtained from a third party as of year-end, the fair market value of the Company’s IP R&D assets was determined to be $9,063,000 (which consists of fair values of $0 and $9,063,000 related to the Company’s CBR Pharma subsidiary and 180 LP subsidiary, respectively). As of this measurement date, the carrying values of the CBR Pharma and 180 LP subsidiaries’ assets exceeded their fair market values by $1,462,084 and $1,880,000, respectively. As such, management determined that the consolidated IP R&D assets were impaired by $3,342,084 and, in order to recognize the impairment, the Company recorded a loss for this amount during the fourth quarter of 2022, which appears as a loss on impairment to IP R&D assets on the income statement. This reduced the IP R&D asset balances of its CBR Pharma subsidiary and its 180 LP subsidiary to zero and $9,063,000, respectively, as of December 31, 2022; the total consolidated IP R&D asset balance is $9,063,000 after impairment. The following is a summary of IP R&D activity for the year ended December 31, 2022 for the Company, which includes the recorded loss for the IP R&D assets described above. CBR 180 LP IP Consolidated Balance, December 31, 2021 $ 1,632,780 $ 10,943,000 $ 12,575,780 Currency translation (45,674 ) - (45,674 ) Balance, March 31, 2022 1,587,106 10,943,000 12,530,106 Currency translation (119,252 ) - (119,252 ) Balance, June 30, 2022 1,467,854 10,943,000 12,410,854 Currency translation (120,338 ) - (120,338 ) Balance, September 30, 2022 1,347,516 10,943,000 12,290,516 Currency translation 114,568 - 114,568 Balance before impairment 1,462,084 10,943,000 12,405,084 Impairment of IP R&D assets (1,462,084 ) (1,880,000 ) (3,342,084 ) Balance, December 31, 2022 $ - $ 9,063,000 $ 9,063,000 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 6 - ACCRUED EXPENSES Accrued expenses consist of the following as of December 31, 2022 and 2021: December 31, 2022 2021 Consulting fees $ 531,829 $ 548,281 Professional fees 3,945 252,973 Litigation accrual (1) 125,255 300,000 Employee and director compensation 1,558,024 725,569 Research and development fees 22,023 91,737 Interest 36,422 25,433 Other 7,018 20,587 $ 2,284,516 $ 1,964,580 (1) See Note 11 - Commitments and Contingencies, Potential Legal Matters As of December 31, 2022 and 2021, accrued expenses - related parties were $188,159 and $18,370, respectively. See Note 11 – Commitments & Contingencies and Note 14 - Related Parties for details. |
Accrued Issuable Equity
Accrued Issuable Equity | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Issuable Equity [Abstract] | |
ACCRUED ISSUABLE EQUITY | NOTE 7 - ACCRUED ISSUABLE EQUITY A summary of the accrued issuable equity activity during the year ended December 31, 2021 is presented below: Balance at January 1, 2021 $ 43,095 Reclassification to equity (43,095 ) Balance at December 31, 2021 $ - During the year ended December 31, 2020, the Company entered into a contractual arrangement for services in exchange for shares of common stock of the Company for fixed dollar amounts. Pursuant to the contractual agreement, the Company will issue an aggregate value of $5,000 of common shares on a monthly basis and an aggregate of $30,000 of common shares at the end of each quarter. As of December 31, 2020, the Company recorded $43,095 of accrued issuable equity related to services. During the first quarter of 2021, this balance was reclassified to equity and as of December 31, 2021, there was no accrued issuable equity. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Liabilities [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 8 - DERIVATIVE LIABILITIES The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities (except the Public Special Purpose Acquisition Companies (“SPAC”) warrants as defined below, which are Level 1 derivative liabilities) that are measured at fair value on a recurring basis: For the Year Ended December 31, 2022 Warrants Public Private Convertible SPAC SPAC PIPE Other Notes 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 (8,017,225 ) (466,069 ) (6,474,200 ) (187,492 ) - (15,144,986 ) Balance as of December 31, 2022 $ 31,625 $ 1,256 $ 42,100 $ 400 $ - $ 75,381 For the Year Ended December 31, 2021 Warrants Public Private Convertible SPAC SPAC PIPE Other Notes Total Balance as of January 1, 2021 $ 3,795,000 $ 256,275 $ - $ 165,895 $ 225,800 $ 4,442,970 Extinguishment of derivative liabilities in connection with conversion of debt (1) - - - - (591,203 ) (591,203 ) Warrants issued in connection with the financing - - 7,294,836 - - 7,294,836 Warrants issued relates to Alpha settlement (1) - - - 95,677 - 95,677 Extinguishment of derivative liabilities in connection with the Alpha settlement (1) - - - - (699,301 ) (699,301 ) Change in fair value of derivative liabilities 4,253,850 211,050 (778,536 ) (73,680 ) 1,064,704 4,677,388 Balance as of December 31, 2021 $ 8,048,850 $ 467,325 $ 6,516,300 $ 187,892 $ - $ 15,220,367 (1) See Note 10 – Convertible Notes Payable The fair value of the derivative liabilities as of December 31, 2022 and 2021 were estimated using the Black Scholes option pricing model, with the following assumptions used: December 31, 2022 Risk-free interest rate 2.30% - 4.50 % Expected term in years 1.59 – 3.90 Expected volatility 76.0% – 105.0 % Expected dividends 0 % SPAC Warrants Public SPAC Warrants Participants in KBL’s initial public offering received an aggregate of 11,500,000 Public SPAC Warrants (“Public SPAC Warrants”). Each Public SPAC Warrant entitles the holder to purchase one-fortieth of one share of the Company’s common stock at an exercise price of $5.75 per 1/40 th Private SPAC Warrants Participants in KBL’s initial private placement received an aggregate of 502,500 Private SPAC Warrants (“Private SPAC Warrants”). Each Private Warrant entitles the holder to purchase one-fortieth of one share of the Company’s common stock at an exercise price of $5.75 per 1/40 th PIPE Warrants On February 23, 2021, the Company issued five-year warrants (the “PIPE Warrants”) to purchase 128,200 shares of common stock at an exercise price of $100.00 per share in connection with the private offering (see Note 12 – Stockholders’ Equity, Common Stock). 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 December 31, 2022 and 2021 at $42,100 and $6,516,300, respectively, which resulted in decreases in the fair value of the derivative liabilities of $6,474,200 and $778,536 during the years ended December 31, 2022 and 2021, respectively. The following assumptions were used to value the PIPE Warrants at issuance: February 23, Risk-free interest rate 0.59 % Expected term in years 5.00 Expected volatility 85 % Expected dividends 0 % Other Warrants AGP Warrant In connection with the closing of the Business Combination on November 6, 2020, the Company became obligated to assume five-year warrants for the purchase of 3,183 shares of the Company’s common stock at an exercise price of $105.60 per share (the “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 AGP (the “AGP Warrant”) to purchase up to an aggregate of 3,183 shares of the Company’s common stock at a purchase price of $105.60 per share, subject to adjustment, in full satisfaction of the existing 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 newly issued 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 December 31, 2022 and 2021 at $400 and $144,331, respectively, which resulted in decreases in the fair value of the derivative liabilities of $143,931 and $21,564 during the years ended December 31, 2022 and 2021, respectively. The following assumptions were used to value the AGP Warrant at issuance: March 12, Risk-free interest rate 0.68 % Expected term in years 3.84 Expected volatility 85 % Expected dividends 0 % Alpha Capital Anstalt (“Alpha”) Warrant In connection with the Alpha Settlement Agreement (see Note 10 – Convertible Notes Payable) that was agreed to on July 29, 2021 (signed on July 31, 2021), the Company issued a three-year warrant for the purchase of 1,250 shares of the Company’s common stock at an exercise price of $141.40 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 newly issued 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 December 31, 2022 and 2021 at $0 and $43,561, respectively, which resulted in decreases in the fair value of the derivative liabilities of $43,561 and $52,116 during the years ended December 31, 2022 and 2021, respectively. The following assumptions were used to value the Alpha Warrant at issuance: July 29, Risk-free interest rate 0.37 % Expected term in years 3.00 Expected volatility 85 % Expected dividends 0 % Convertible Notes The convertible notes issued in 2020 had embedded features that were bifurcated and recorded as derivative liabilities. Between January 15, 2021 and February 5, 2021, the fair value of derivative liabilities extinguished in connection with the conversion of debt (see Note 10 – Convertible Notes Payable) was estimated using the Black Scholes option pricing model with the following assumptions used: January 15, 2021 to February 5, 2021 Risk-free interest rate 0.00% - 0.14 % Expected term in years 0.02 - 0.18 Expected volatility 120% - 161 % Expected dividends 0 % At the end of the second quarter of 2021, the Alpha Capital Note (see Note 10 – Convertible Notes Payable) that was the only convertible note with an outstanding balance and the full amount of the July 31, 2021 Alpha Settlement Agreement was accrued as of that date. On July 31, 2021, the Company recorded the extinguishment of the Alpha Capital Note, the related derivative liabilities and the balance of the settlement accrual. See Note 10 - Convertible Notes Payable for additional details. Warrant Activity A summary of the warrant activity (including certain warrants granted in August 2021, July 2022 and December 2022 as part of private offerings, all of which are equity-classified; see Note 12 - Stockholders’ Equity) during the years ended December 31, 2022 and 2021 is presented below: Number of Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, January 1, 2021 303,245 $ 228.69 4.9 - Issued 254,450 124.77 Exercised - - Cancelled - - Expired - - Outstanding, December 31, 2021 577,695 $ 181.20 4.1 - Issued 4,508,923 3.44 5.4 Exercised (1,630,890 ) 0.0001 - (1) Cancelled - - Expired - - Outstanding, December 31, 2022 3,435,728 $ 33.94 5.1 - Exercisable, December 31, 2022 577,695 $ 181.28 3.1 - (1) Note that the 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 December 31, 2022 is presented below: Warrants Outstanding Warrants Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 100.00 128,200 3.2 128,200 $ 105.60 3,183 2.3 3,183 $ 141.40 1,250 1.6 1,250 $ 150.00 125,000 3.6 125,000 $ 230.00 300,062 2.9 300,062 $ 21.20 306,604 - - $ 3.50 2,571,429 - - 3,435,728 3.1 577,695 A summary of outstanding and exercisable warrants as of December 31, 2021 is presented below: Warrants Outstanding Warrants Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 100.00 128,200 4.2 128,200 $ 105.60 3,183 3.3 3,183 $ 141.40 1,250 2.6 1,250 $ 150.00 125,000 4.6 125,000 $ 230.00 300,062 3.9 300,062 577,695 4.1 577,695 |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2022 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | NOTE 9 - LOANS PAYABLE The following tables summarize the activity of loans payable during the years ended December 31, 2022 and 2021: Principal Adjustments Principal New Issuances Effect of Principal Paycheck Protection Program $ 41,312 $ - $ (41,312 ) $ - $ - $ - Bounce Back Loan Scheme 61,169 - (11,646 ) - (6,394 ) 43,129 First Assurance – 2021 1,618,443 (14,042 ) (1) (1,604,401 ) - - First Assurance – 2022 - - - 1,060,890 - 1,060,890 Other loans payable 155,320 80,366 (2) - - 235,686 Total loans payable 1,876,244 $ 66,324 $ (1,657,359 ) $ 1,060,890 $ (6,394 ) 1,339,705 Less: loans payable – current portion 1,828,079 1,308,516 Loans payable – non-current portion $ 48,165 $ 31,189 (1) Note that this amount was related to finance charges and was reclassified. (2) Note that this amount was reclassified from related party payables. Principal Forgiveness/ Principal New Issuances Effect of Principal Kingsbrook $ 150,000 $ - $ (150,000 ) $ - $ - $ - Paycheck Protection Program 53,051 (11,670 ) (69 ) - - 41,312 Bounce Back Loan Scheme 68,245 - (4,724 ) - (2,352 ) 61,169 First Assurance - 2020 655,593 - (655,593 ) 1,618,443 - 1,618,443 Other loans payable 155,320 - - - - 155,320 Total loans payable 1,082,209 $ (11,670 ) $ (810,386 ) $ 1,618,443 $ (2,352 ) 1,876,244 Less: loans payable - current portion 968,446 1,828,079 Loans payable - non-current portion $ 113,763 $ 48,165 Loans Payable, Current Portion Simple December 31, December 31, Loan payable issued September 18, 2019 8 % $ 50,000 $ 50,000 Loan payable issued September 18, 2019 8 % 50,000 - Loan payable issued October 8, 2019 0 % 4,000 - Loan payable issued October 29, 2019 8 % 69,250 69,250 Loan payable issued December 31, 2019 0 % 5,000 - Loan payable issued February 5, 2020 8 % 3,500 3,500 Loan payable issued February 5, 2020 8 % 3,500 - Loan payable issued March 31, 2020 8 % 4,537 4,537 Loan payable issued March 31, 2020 8 % 4,537 - Loan payable issued June 8, 2020 8 % - 5,000 Loan payable issued June 8, 2020 0 % 5,000 5,000 Loan payable issued June 17, 2020 8 % 485 - Loan payable issued July 15, 2020 * 8 % 4,695 4,695 Loan payable issued July 15, 2020 8 % 5,503 - Loan payable issued October 8, 2020 * 8 % 7,798 - Loan payable issued October 13, 2020 8 % 13,337 13,337 Loan payable issued October 14, 2020 8 % 4,544 - Current portion of PPP Loans (1) 1 % - 41,312 Current portion of Bounce Back Loans (1) (2) 1 % 11,940 13,005 First Assurance Funding payable issued December 10, 2021 (2) 2 % 1,060,890 1,618,443 $ 1,308,516 $ 1,828,079 * These loans are denominated in currencies other than USD. (1) See Loans Payable, Non-Current Portion for a description of the PPP Loans and the Bounce Back Loans. (2) Note that these loans are not currently in default. Loans Payable, Non-Current Portion The non-current portion of the Company’s loans payable as of December 31, 2022 and 2021 are as follows: Simple Interest Rate December 31, December 31, Maturity PPP loan payable issued May 5, 2020 1.0 % - $ 41,312 5/4/2022 BBLS loan payable issued June 10, 2020 2.5 % 43,129 61,170 6/10/2026 Subtotal 43,129 102,482 Less: Current portions of BBLS/PPP loans, respectively (see above) (11,940 ) (54,317 ) Non-current portion $ 31,189 $ 48,165 During April and May 2020, Katexco received loans in the aggregate amount of $53,051 (the “PPP Loans”), under the Payroll Protection Program (“PPP”), to support continuing employment during the COVID-19 pandemic. Effective March 27, 2020, legislation referred to as the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was passed to benefit companies in the U.S. that were significantly impacted by the pandemic. Under the terms of the CARES Act, as amended by the Paycheck Protection Program Flexibility Act of 2020, the Company is eligible to apply for and receive forgiveness for all or a portion of their respective PPP Loans. Such forgiveness will be determined, subject to limitations, based on the use of the loan proceeds for certain permissible purposes as set forth in the PPP, including, but not limited to, payroll costs (as defined under the PPP) and mortgage interest, rent or utility costs (collectively, “Qualifying Expenses”) incurred during the 24 weeks subsequent to funding, and on the maintenance of employee and compensation levels, as defined, following the funding of the PPP Loan. The Company believes it used the proceeds of the PPP Loans for Qualifying Expenses. Any amounts not forgiven incur interest at 1.0% per annum and monthly repayments of principal and interest are deferred for six months after the date of disbursement. On May 19, 2021, the Company applied for loan forgiveness for the amount of $51,051 in connection with amounts borrowed by Katexco under the Paycheck Protection Program. On August 5, 2021, the Company was notified that $9,670 was forgiven in connection with the PPP Loans. On September 30, 2021, the Company adjusted a portion of the PPP Loans in the amount of $2,000 to other income since such amount was a grant to 180LS by the government, and it did not need to be repaid. As of December 31, 2021, the Company recorded accrued interest of $163 related to the PPP loans and interest expense of $1,636. On May 27, 2022, the Company repaid in full the remainder of the PPP Loans in the amount of $41,312. On June 10, 2020, the Company received GBP £50,000 (USD $64,353) of cash proceeds pursuant to the Bounce Back Loan Scheme (“BBLS”), which provides financial support to businesses across the UK that are losing revenue, and seeing their cashflow disrupted, as a result of the COVID-19 outbreak. The BBLS is unsecured and bears interest at 2.5% per annum. The maximum loan amount is GBP £50,000 and the length of the loan is six years, with payments beginning 12 months after the date of disbursement. Early repayment is allowed, without early repayment fees. As of December 31, 2022 and 2021, the Company recorded accrued interest of GBP £778 (USD $1,051) and GBP £514 (USD $702), respectively, related to the BBLS loan. During the years ended December 31, 2021 and 2020, the Company recorded interest expense of GBP £778 (USD $1,051) and GBP£514 (USD $702), respectively, related to the BBLS loan. On June 12, 2020, the Company entered into a promissory note agreement with Kingsbrook Opportunities Master Fund LP for the borrowing of the aggregate principal sum of $150,000, which bears interest at 15% per annum and matures on August 31, 2021. On March 3, 2021, the Company repaid the Kingsbrook loans payable in cash for an aggregate of $162,452, which included the principal amount of $150,000 and accrued interest of $12,452. During the year ended December 31, 2021, the Company paid an aggregate of $655,593 in full satisfaction of the 2020 directors and officers insurance policy and $4,724 in partial satisfaction of the Bounce Back Loan Scheme. On December 10, 2021, the Company entered into a financing arrangement for a Directors and Officers Insurance Policy (the “D&O Insurance”) with First Assurance Funding to finance $1,618,443 of a total D&O Insurance amount of $2,005,502 inclusive of premiums, taxes, and fees. As of December 31, 2022, a total of $1,060,890 remains financed in loans payable, due in monthly installments of $161,844. Loans Payable – Related Parties Loans payable to related parties (the “Related Party Loans”) consist of loans payable to certain of the Company’s officers, directors and a greater than 10% stockholder. The Company had the following loans payable to related parties outstanding as of December 31, 2022 and 2021: Simple Interest Rate December 31, (1) December 31, Loan payable issued September 18, 2019 8 % $ - $ 50,000 Loan payable issued October 8, 2019 0 % - 4,000 Loan payable issued February 5, 2020 8 % - 3,500 Loan payable issued March 31, 2020 8 % - 4,537 Loan payable issued June 17, 2020 8 % - 485 Loan payable issued July 15, 2020 8 % - 5,503 Loan payable issued October 8, 2020 * 8 % - 8,708 Loan payable issued October 14, 2020 8 % - 4,544 $ - $ 81,277 * These are loans denominated in currencies other than USD. (1) The loan payables listed belong to holders that are no longer considered related parties as of this date. At issuance, the Related Party Loans provided for a maturity date upon the earliest of (a) the consummation of the Business Combination; (b) June 30, 2020; or (c) 60 days after the respective issuance date. On July 1, 2020, the Company amended the terms of the Related Party Loans to extend the maturity terms to the earlier of (a) the closing of a qualified financing; or (b) November 1, 2020. The terms of all loan extensions were reviewed and were deemed to be modifications, rather than extinguishments. On February 10, 2021, the Company entered into amended loan agreements to modify the terms of certain loan agreements in the aggregate principal amount of $432,699, previously entered into with Sir Marc Feldmann and Dr. Lawrence Steinman, the Co-Executive Chairmen of the Board of Directors. The loan agreements were extended and modified to be paid back at the Company’s discretion, either by 1) repayment in cash, or 2) by converting the outstanding amounts into shares of common stock at the same price per share as the next financing transaction. Subsequently, on February 25, 2021, and effective as of the date of the original February 10, 2021 amendments, the Company determined that such amendments were entered into in error and each of Sir Feldmann and Dr. Steinman rescinded such February 10, 2021 amendments pursuant to their entry into Confirmations of Rescission acknowledgements. As such, the amendments to allow Sir Feldmann and Dr. Steinman the option to convert such loans into shares of common stock were never effective. On April 12, 2021, the Company entered into amended loan agreements with Sir Marc Feldmann and Dr. Lawrence Steinman, the Co-Executive Chairman of the Board of Directors, which extended the maturity date of all of their outstanding loan agreements to September 30, 2021. On that day, they elected to exchange an aggregate principal of $433,374 and aggregate accrued interest of $61,530 into an aggregate of 4,124 shares of the Company’s common stock at a price of $120.00 per share, pursuant to the terms of the agreement (see Note 12 - Stockholders’ Equity ). Interest Expense on Loans Payable For the year ended December 31, 2022, the Company recognized interest expense and interest income — related parties associated with outstanding loans, of $14,156 and $1,490, respectively. For the year ended December 31, 2021, the Company recognized interest expense and interest expense — related parties associated with outstanding loans, of $24,019 and $38,874, respectively. As of December 31, 2022, the Company had accrued interest and accrued interest — related parties associated with outstanding loans, of $37,960 and $16,770, respectively. See Note 14 — Related Parties for additional details. As of December 31, 2021, the Company had accrued interest and accrued interest — related parties associated with outstanding loans, of $24,212 and $812, respectively. See Note 14 — Related Parties for additional details. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 10 - CONVERTIBLE NOTES PAYABLE The table below details the convertible notes payable activity during the year ended December 31, 2021 (there was no activity during 2022, as all convertible notes payable balances were zero as of December 31, 2021): Maturity Date (as amended, 01/01/21 Impact Conversions Common 12/31/21 Effective if Principal of to Common Shares Principal Date applicable) Balance Extinguishment Stock Issued Balance Dominion 06/12/20 02/11/21 $ 833,334 $ - $ (833,334 ) 16,920 $ - Kingsbrook 06/12/20 02/11/21 101,000 - (101,000 ) 1,689 - Alpha Capital 06/12/20 02/11/21 616,111 (316,111 ) (300,000 ) 4,748 - Bridge Note 12/27/19 08/28/21 365,750 - (365,750 ) 7,915 - Total $ 1,916,195 $ (316,111 ) $ (1,600,084 ) 31,272 $ - The following table details the convertible notes payable – related party activities during the years ended December 31, 2021 (there was no activity during 2022, as the balance was zero as of December 31, 2021): For the Year Ended December 31, 2021 Effective Date Maturity Date (as amended, if applicable) 01/01/21 Principal Balance Debt Issued Unpaid Interest Capitalized to Principal Settlement Debt Conversions to Common Stock 12/31/21 Principal Balance 180 LP Convertible Note 09/24/13 09/25/15 160,000 - - - (160,000 ) - 180 LP Convertible Note 06/16/14 06/16/17 10,000 - - (10,000 ) - - 180 LP Convertible Note 07/08/14 07/08/17 100,000 - - - (100,000 ) - Total $ 270,000 $ - $ - $ (10,000 ) $ (260,000 ) $ - Dominion, Kingsbrook and Alpha Convertible Promissory Note Upon closing of the Business Combination, the Dominion (defined below), Kingsbrook and Alpha (defined below) Convertible Promissory Notes were assumed. Dominion Convertible Promissory Notes Dominion Principal Debt Discount Net Balance at January 1, 2021 $ 833,334 $ - $ 833,334 Impact of conversion (833,334 ) - (833,334 ) Balance at December 31, 2021 $ - $ - $ - On June 12, 2020 (the “Dominion Issue Date”), KBL entered into a $1,666,667 10% Secured Convertible Promissory Note and $138,889 10% Senior Secured Convertible Extension Promissory Note (together the “Dominion Convertible Promissory Notes”) with Dominion Capital LLC (“Dominion”), which was issued to Dominion in conjunction with 20,000 shares of common stock (the “Dominion Commitment Shares”) and assumed a discount of $722,996, which has been amortized to interest expense over the term of the debt. The Company agreed to pay the principal amount with interest, which was due and payable on February 11, 2021, unless converted under terms and provisions as set forth within the Dominion Convertible Promissory Notes. The Dominion Convertible Promissory Notes provided Dominion with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company’s common stock at a conversion price of $105.60 per share. During the year ended December 31, 2021, the Company recorded interest expense of $31,080 as of December 31, 2021 associated with the Dominion Convertible Promissory Notes. See Convertible Debt Conversions of the Dominion, Kingsbrook and Alpha Convertible Promissory Notes further on in this note for the details related to the 2021 conversions of the notes. Kingsbrook Convertible Promissory Note Kingsbrook Principal Debt Discount Net Balance at January 1, 2021 $ 101,000 $ - $ 101,000 Impact of conversion (101,000 ) - (101,000 ) Balance at December 31, 2021 $ - $ - $ - On June 12, 2020 (the “Kingsbrook Issue Date”), KBL entered into a $1,657,522 10% Secured Convertible Promissory Note and $138,889 10% Senior Secured Convertible Extension Promissory Note (together with “Kingsbrook Convertible Promissory Notes”) with Kingsbrook Opportunities Master Fund LP (“Kingsbrook”), which was issued to Kingsbrook in conjunction with 1,250 shares of common stock (the “Kingsbrook Commitment Shares”) and an assumed debt discount of $685,615, which has been amortized to interest expense over the term of the debt. The Company has agreed to pay the principal amount with guaranteed interest, which was due and payable on February 11, 2021, unless converted under terms and provisions as set forth within the Kingsbrook Convertible Promissory Notes. The Kingsbrook Convertible Promissory Notes provide Kingsbrook with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company’s common stock at a conversion price of $105.60 per share. During the year ended December 31, 2021, the Company recorded interest expense of $10,010 as of December 31, 2021 associated with the Kingsbrook Convertible Promissory Notes. See Convertible Debt Conversions of the Dominion, Kingsbrook and Alpha Convertible Promissory Notes further on in this note for the details related to the 2021 conversions of the notes. Alpha Convertible Promissory Note Alpha Principal Debt Discount Net Balance at January 1, 2021 $ 616,111 $ - $ 616,111 Impact of extinguishment (316,111 ) - (316,111 ) Impact of conversion (300,000 ) - (300,000 ) Balance at December 31, 2021 $ - $ - $ - On September 8, 2020 (the “Alpha Issue Date”), KBL entered into a $1,111,111 10% Secured Convertible Promissory Note (the “Alpha Convertible Promissory Note”) with Alpha Capital Anstalt (“Alpha”), which was issued to the Holder in conjunction with 5,000 shares of common stock and an assumed debt discount of $800,421, which has been amortized to interest expense over the term of the debt. The Company has promised to pay the principal and guaranteed interest, which was due and payable on April 7, 2021 unless converted under terms and provisions as set forth within the Alpha Capital Anstalt Convertible Note. The Alpha Convertible Promissory Note provides Alpha with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company’s common stock at a conversion price of $105.60 per share. During the year ended December 31, 2021, the Company recorded interest expense of $58,510 as of December 31, 2021 associated with the Alpha Convertible Promissory Notes. See Convertible Debt Conversions of the Dominion, Kingsbrook and Alpha Convertible Promissory Notes further on in this note for the details related to the 2021 conversions of the notes. 2021 Convertible Debt Conversion/Extinguishment of the Dominion, Kingsbrook and Alpha Convertible Promissory Notes The holders of the Secured Convertible Promissory Notes elected to convert principal and interest into shares of the Company’s common stock during 2021 as follows: Loss on Fair Value Extinguishment Principal Derivative Total Common of of Balance Interest Liabilities Amount Shares Shares Convertible Converted Converted Converted Converted Issued Issued Notes Dominion Convertible Promissory Note $ 833,333 $ 83,333 $ 133,033 $ 1,049,700 16,920 $ 1,255,037 $ (205,337 ) Kingsbrook Convertible Promissory Note 101,000 10,100 136,800 247,900 1,689 174,253 73,647 Alpha Capital Convertible Promissory Note 300,000 12,417 321,370 633,787 4,748 511,834 121,953 Total $ 1,234,333 $ 105,850 $ 591,203 $ 1,931,387 23,357 $ 1,941,124 $ (9,737 ) During the third quarter of 2021, certain noteholders elected to convert certain convertible notes payable with an aggregate principal balance of $1,234,333 and an aggregate accrued interest balance of $105,850 into an aggregate of 23,357 shares of the Company’s common stock at conversion prices ranging from $49.00-$65.80 per share. The shares issued upon the conversion of the convertible promissory notes had a fair value at issuance of $1,941,124. Alpha – Extinguishment On February 3, 2021, an event of default was triggered under a convertible note held by Alpha Capital Anstalt (“Alpha” and the “Alpha Capital Note”); on July 29, 2021, the Company reached a settlement agreement with Alpha (the “Alpha Settlement Agreement”) which provided for Alpha to convert the remaining principal and accrued interest associated with the convertible note in exchange for 7,500 shares of the Company’s common stock plus a three-year warrant to purchase 1,250 additional shares of the Company’s common stock at an exercise price of $141.40 per share. The Company determined that the shares and warrants had an aggregate value of $1,156,177 as of July 29, 2021. On July 29, 2021, the $1,156,177 aggregate carrying value of the principal, accrued interest, derivative liability and settlement accrual associated with the Alpha Capital Note were extinguished while the $1,060,500 fair value of the common stock was recorded within equity and the $95,677 fair value of the Alpha Warrant was recorded as a derivative liability (see Note 8, Derivative Liabilities for additional information). Bridge Notes On January 3, 2020 and December 27, 2019, the Company issued convertible bridge notes in the aggregate amount of $82,500 and $250,000 under the same terms. The total outstanding principal amount of convertible bridge notes of $332,500 (the “Bridge Notes”) and the respective accrued interest will automatically convert into a portion of the 17.5 million shares of KBL common stock to be received upon the consummation of the Business Combination Agreement at a conversion price equal to the lesser of $6.00 per KBL share or 60% of the implied valuation at such time, as defined. The Bridge Notes accrue interest at 15% per annum. On July 7, 2020, the Company entered into an amendment agreement with each Bridge Noteholder (the “Amended Bridge Notes”). Pursuant to the terms of the Amended Bridge Notes, the principal under each Amended Bridge Note is increased by 10%, which can be converted; the number of conversion shares is equal to (A) the outstanding principal amount plus interest being converted, divided by (B) the lesser of (i) $4.23 per share or (ii) the per share price equal to 0.60 multiplied by the per share price of one share of common stock sold by the Company as part of a PIPE transaction. On October 7, 2020, the Company entered into an additional amendment with each Amended Bridge Noteholder pursuant to which the Amended Bridge Notes will no longer mature upon the date that the Registration Statement is declared effective by the SEC. Since the change in cash flows was not more than 10%, this amendment was deemed to be a modification. On March 8, 2021, the holders of the Company’s convertible bridge notes, which were issued on December 27, 2019 and January 3, 2020 to various purchasers, converted an aggregate of $432,384, which included accrued interest of $66,633 owed under such convertible bridge notes, into an aggregate of 7,920 shares of common stock pursuant to the terms of such notes, as amended, at a conversion price of $54.60 per share. 180 LP Convertible Notes In connection with the Reorganization, the Company assumed $270,000 of debt related to convertible notes payable (the “Notes”); during the second quarter of 2021, the Company repaid a certain related party convertible note payable in cash for the principal amount of $10,000 and $1,873 of accrued interest. During the third quarter of 2021, the $260,000 remaining principal balance of convertible notes payable owed to a related party, plus $96,208 of related accrued interest, was converted into 2,969 shares of the Company’s common stock, pursuant to a debt conversion agreement dated September 30, 2021. Interest on Convertible Notes During the years ended December 31, 2021, the Company recorded interest expense of $109,767 related to convertible notes payable, and recorded interest expense - related parties of $42,529 related to convertible notes payable - related parties. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 - 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, 2022. See Potential Legal Matters – Action Against Former Executives of KBL and Cantor Fitzgerald & Co. Breach of Contract below for information related to a December 31, 2022 accrual. Potential 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 December 31, 2022, the Company has a legal accrual of $125,255 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. 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. 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. 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 filed its Opposition thereto. On January 18, 2023, Dr. Krauss filed a Second Application to compel the Company to pay the full amount of fees requested by Dr. Krauss for August-October 2022, and to modify the Court's Order. The Company filed its Opposition thereto. On March 13, 2023, the Court telephonically informed the attorneys for the parties that it intended to grant both of Dr. Krauss' Applications; however, to date, the Court has not yet issued such ruling. Notwithstanding such apparent decision and any requirement therein by the Court for the Company to advance attorneys’ fees to Dr. Krauss, such a ruling will not constitute any final adjudication 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 the Court summarily denied such Motion without hearing on January 3, 2023. Tyche subsequently filed a Notice of Appeal as to that denial and filed its Opening Brief on January 30, 2023. The Company filed its opposition brief on March 2, 2023, and no hearing date has been set. On January 30, 2023, the Company filed a Notice of Motion for Summary Judgment and to Dismiss Affirmative Defenses against Tyche. Tyche has recently filed its Opposition, and the Company will now file a reply. No hearing has yet been set on this matter. 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 and depositions have occurred 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 and, on October 27, 2022, Freedom filed its Answer to the Third-Party Complaint. On November 22, 2022, the Company filed a Motion for Summary Adjudication against both AmTrust and Freedom. The Motion was fully briefed and a hearing was held on March 9, 2023. The Court took the matter under submission and has not yet issued a ruling. While the Company believes it has a strong case against AmTrust, there can be no assurance that the Company will prevail in this action. Yissum Research and License Agreement On May 13, 2018, CBR Pharma entered into a worldwide research and license agreement with Yissum Research Development Company of the Hebrew University of Jerusalem, Ltd. (“Yissum Agreement”) allowing CBR Pharma to utilize certain patent (the “Licensed Patents”). The Licensed Patents shall expire, if not earlier terminated pursuant to the provisions of the Yissum Agreement, on a country-by-country, product-by-product basis, upon the later of: (i) the date of expiration in such country of the last to expire Licensed Patent included in the Licensed Technology; (ii) the date of expiration of any exclusivity on the product granted by a regulatory or government body in such country; or (iii) the end of a period of twenty (20) years from the date of the First Commercial Sale in such country. Should the periods referred to in items (i) or (ii) above expire in a particular country prior to the period referred to in item (iii), above, the license in that country or those countries shall be deemed a license to the Know-How during such post-expiration period. Royalties will be payable to Yissum if sales of any products which use, exploit or incorporate technology covered by the Licensed Patents (“Net Sales”) are US $500,000,000 or greater, calculated at 3% for the first annual $500,000,000 of Net Sales and at 5% of Net Sales thereafter. Pursuant to the Yissum Agreement, if Yissum achieves the following milestones, CBR Pharma will be obligated to make the following payments: i) $75,000 for successful point of care in animals; ii) $75,000 for submission of the first investigational new drug testing; iii) $100,000 for commencement of one phase I/II trial; iv) $150,000 for commencement of one phase III trial; v) $100,000 for each product market authorization/clearance (maximum of $500,000); and vi) $250,000 for every $250,000,000 in accumulated sales of the product until $1,000,000,000 in sales is achieved. In the event of an exit event (“Event”), which may be defined as either, a transaction or series of transactions under which the receipt of any consideration, monetary or otherwise by the Company or its shareholders is received in consideration for the sale of shares of the Company or shareholders, or an initial public offering (“IPO”) of the Company, but for greater certainty excludes a reorganization of the Company where the ultimate equity holders of the reorganized entity remain substantially the same as that of the Company, the Company will issue 5% of the issued and outstanding shares, on a fully diluted basis, to Yissum prior to the closing of an Event. These shares will be subject to: (a) as to half of such shares, a lock-up period ending 12 months from the Event date and as to the other half of such shares, a lock-up period ending 24 months from the Event date, and (b) in any event, any resale restrictions (including lock-ups and hold periods). See Note 12 – Stockholders’ Equity for more information on the shares issued to Yissum as part of the business combination. CBR Pharma is also party to consulting agreements with Yissum, whereby Yissum has agreed to provide two of its employees as consultants to the Company for $100,000 per annum per person for a term of three years, commencing May 13, 2018. As of December 31, 2022, these consulting agreements have not been renewed. On January 1, 2020, CBR Pharma entered into a first amendment to the Yissum Agreement (“First Amendment”) with Yissum, allowing CBR Pharma to sponsor additional research performed by two Yissum professors. Pursuant to the terms of the First Amendment, the Company will pay Yissum $200,000 per year plus 35% additional for University overhead for the additional research performed by each professor over an 18-month period, starting May 1, 2019. As of December 31, 2021, the Company owes no outstanding balance in connection with the Yissum Agreement (as amended). During the years ended December 31, 2022 and 2021, the Company recognized research and development expenses of $0 and $443,151, respectively, related to this agreement. Additional Yissum Agreement On November 11, 2019 (the “Effective Date”), CBR Pharma entered into a new worldwide research and license agreement with Yissum (the “Additional Yissum Agreement”), allowing CBR Pharma to obtain a license and perform the research, development and commercialization of the licensed patents (the “Licensed Patents”) in the research of cannabinoid salts relating to arthritis and pain management. Within 60 days after the end of the first anniversary of the Effective Date, Yissum will present the Company with a detailed written report summarizing the results of their research. The Licensed Patents shall expire, if not earlier terminated pursuant to the provisions of the Additional Yissum Agreement, on a country-by-country, product-by- product basis, upon the later of: (i) the date of expiration in such country of the last to expire Licensed Patent included in the Licensed Technology; (ii) the date of expiration of any exclusivity on the product granted by a regulatory or government body in such country; or (iii) the end of a period of twenty (20) years from the date of the first commercial sale in such country. Should the periods referred to in items (i) or (ii) above expire in a particular country prior to the period referred to in item (iii), above, the license in that country or those countries shall be deemed a license to the know-how during such post-expiration period. Pursuant to the terms of the Additional Yissum Agreement, CBR Pharma paid Yissum a non-refundable license fee of $70,000 and will pay an aggregate of $398,250 of research, development and consulting fees over the term of the Additional Yissum Agreement, as well as an annual license maintenance fee of $25,000, beginning on the first anniversary of the Effective Date. The Company shall pay Yissum the following amounts in connection with the achievement of the following milestones: ● Submission of the first Investigational New Drug application: $75,000 ● Dosing of first patient in phase II trial: $100,000 ● Dosing of first patient in phase Ill trial: $150,000 ● Upon first market authorization/clearance: $150,000 ● Upon second market authorization/clearance: $75,000 ● For every $250,000,000.00 US in accumulated Net Sales of the Product until $1,000,000,000.00 US in sales: $250,000 Upon the commercialization of the license, the Company shall pay Yissum a royalty equal to 3% of the first aggregate $500,000,000 of annual net sales and 5% thereafter. As of December 31, 2022 and 2021, the Company had no balances in either accounts payable and accrued expenses, respectively, relating to the Additional Yissum Agreement. During the years ended December 31, 2022 and 2021, the Company recorded $0 and $246,753, respectively, of research and development expenses. Stanford License Agreement On May 8, 2018, Katexco entered into a six-month option agreement (the “Stanford Option”) with Stanford University (“Stanford”) under which Stanford granted the Company a six-month option to acquire an exclusive license for patents (the “Licensed Patents”) which are related to biological substances used to treat auto- immune diseases. In consideration for the Stanford Option, the Company paid Stanford $10,000 (the “Option Payment”), which was creditable against the first anniversary license maintenance fee payment. On July 25, 2018, Katexco exercised their six-month option and entered into an exclusive license agreement (the “Stanford License Agreement”) with Stanford. Pursuant to the Stanford License Agreement, beginning upon the first anniversary of the effective date, and each anniversary thereafter, the Company will pay Stanford, in advance, a yearly license maintenance fee of $20,000, on each of the first and second anniversaries and $40,000 on each subsequent anniversary, which will be expensed on a straight-line basis annually. Furthermore, the Company will be obligated to make the following milestone payments: i) $100,000 upon initiation of Phase II trial, ii) $500,000 upon the first U.S. Food and Drug Administration approval of a product (the “Licensed Product”) resulting from the Licensed Patents; and iii) $250,000 upon each new Licensed Product thereafter. The Stanford License Agreement is cancellable by the Company with 30 days’ notice. Royalties, calculated at 2.5% of 95% of net product sales, will be payable to Stanford. Also, the Company will reimburse Stanford for patent expenses as per the agreement. The Company paid Stanford $20,000 for the annual license maintenance fee that was recorded to prepaid expenses and is being expensed on a straight-line basis over 12 months, which had a zero balance as of December 31, 2021. During the years ended December 31, 2022 and 2021, the Company recorded patent and license fees of $69,278 and $78,245, respectively, related to the Stanford License Agreement, which is included in general and administrative expenses on the accompanying statements of operations and comprehensive loss. Oxford University Agreements On September 18, 2020, CBR Pharma entered into a 3 year research and development agreement (the “3 Year Oxford Agreement”) with Oxford to research and investigate the mechanisms underlying fibrosis in exchange for aggregate consideration of $1,085,738 (£795,468), of which $109,192 (£80,000) is to be paid 30 days after the project start date and the remaining amount is to be paid in four equal installments of $244,136 (£178,867) on the six month anniversary and each of the annual anniversaries of the project start date. The agreement can be terminated by either party upon written notice or if the Company remains in default on any payments due under this agreement for more than 30 days. During the year ended December 31, 2022 and 2021, the Company recognized $322,767 (£265,156) and $364,673 (£264,938), respectively, of research and development expenses in connection with the 3 Year Oxford Agreement. On September 21, 2020, CBR Pharma entered into a 2 year research and development agreement (the “2 Year Oxford Agreement”) with Oxford University for the clinical development of cannabinoid drugs for the treatment of inflammatory diseases in exchange for aggregate consideration of $625,124 (£458,000), of which $138,917 (£101,778) is to be paid 30 days after the project start date and the remaining amount is to be paid every 6 months after the project start date in 4 installments, whereby $138,917 (£101,778) is to be paid in the first 3 installments and $69,456 (£50,888) is to be paid as the final installment. The agreement can be terminated by either party upon written notice or if the Company remains in default on any payments due under this agreement for more than 30 days. During the years ended December 31, 2022 and 2021, the Company recognized $123,891 (£101,778) and $139,977 (£101,778) of research and development expenses, respectively, in connection with the 2 Year Oxford Agreement, which is reflected within accrued expenses on the accompanying consolidated balance sheet. As of December 31, 2022 and 2021, the Company owed Oxford no monies for the 2-year agreement. On May 24, 2021, the Company entered into a research agreement with the University of Oxford (“Oxford” and the “Fifth Oxford Agreement”), pursuant to which the Company will sponsor work at the University of Oxford to conduct a multi-center, randomized, double blind, parallel group, feasibility study of anti-TNF injection for the treatment of adults with frozen shoulder during the pain-predominant phase. As consideration, the Company agreed to make the following payments to Oxford: Amount Due Milestone (excluding VAT) Upon signing of the Fifth Oxford Agreement £ 70,546 6 months post signing of the Fifth Oxford Agreement £ 70,546 12 months post signing of the Fifth Oxford Agreement £ 70,546 24 months post signing of the Fifth Oxford Agreement £ 70,546 The Company paid the first milestone of $97,900 (£70,546) on September 3, 2021, which was due upon signing of the Fifth Oxford Agreement, which was recorded to prepaid expenses and will be amortized over the term of the agreement on a straight-line basis. During the years ended December 31, 2022 and 2021, the Company recorded $271,931 (£223,394) and $210,215 (£152,848), respectively, of research and development expenses and has prepaid balances of $14,233 (£11,756) and $80,852 (£58,788), respectively, related to the Fifth Oxford Agreement. On November 2, 2021, the Company and Oxford University entered into a twenty-year licensed technology agreement of the HMGB1 molecule, which is related to tissue regeneration, whereby Oxford University agreed to license the technology to the Company for research, development and use of the licensed patents. The Company agreed to pay Oxford University for past patent costs $66,223 (£49,207), an initial License fee of $13,458 (£10,000), future royalties based on sales and milestones, and an annual maintenance fee of $4,037 (£3,000). The Company has the option to terminate the agreement after the third anniversary of the agreement. During the year ended December 31, 2022, the Company recorded $10,581 of research and development expenses related to this agreement. Kennedy License Agreement On September 27, 2019, 180 LP entered into a license agreement (the “Kennedy License Agreement”) with the Kennedy Trust for Rheumatology Research (“Kennedy”) exclusively in the U.S., Japan, United Kingdom and countries of the EU, for certain licensed patents (the “Kennedy Licensed Patents”), including the right to grant sublicenses, and the right to research, develop, sell or manufacture any pharmaceutical product (i) whose research, development, manufacture, use, importation or sale would infringe the Kennedy Licensed Patents absent the license granted under the Kennedy License Agreement or (ii) containing an antibody that is a fragment of or derived from an antibody whose research, development, manufacture, use, importation or sale would infringe the Kennedy Licensed Patents absent the license granted under the Kennedy License Agreement, for all human uses, including the diagnosis, prophylaxis and treatment of diseases and conditions. As consideration for the grant of the Kennedy Licensed Patents, 180 LP paid Kennedy an upfront fee of GBP £60,000, (USD $74,000) on November 22, 2019, which was recognized as an intangible asset for the purchase of the licensed patents and is being amortized over the remaining life of the patents. 180 LP will also pay Kennedy royalties equal to (i) 1% of the net sales for the first annual GBP £1 million (USD $1,283,400) of net sales, and (ii) 2% of the net sales after the net sales are at or in excess of GBP £1 million, as well as 25% of all sublicense revenue, provided that the amount of such percentage of sublicense revenue based on amounts which constitute royalties shall not be less than 1% on the first cumulative GBP £1 million of net sales of the products sold by such sublicenses or their affiliates, and 2% on that portion of the cumulative net sales of the products sold by such sublicenses or their affiliates in excess of GBP £1 million. The term of the royalties paid by the Company to Kennedy will expire on the later of (i) the last valid claim of a patent included in the Kennedy Licensed Patents which covers or claims the exploitation of a product in the applicable country; (ii) the expiration of regulatory exclusivity for the product in the country; or (iii) 10 years from the first commercial sale of the product in the country. The Kennedy License Agreement may be terminated without cause by providing a 90-day notice. Petcanna Sub-License Agreement On August 20, 2018, CBR Pharma entered into a sub-license agreement (the “Sub-License Agreement”) with its wholly owned subsidiary, Petcanna Pharma Corp. (“Petcanna”), of which the Company’s former Chief Financial Officer is a director. Petcanna is a private company with one common principal with the Company. Pursuant to the terms of the Sub-license Agreement, the Company has granted a sub-license on the Licensed Patents to pursue development and commercialization for the treatment of any and all veterinary conditions. In consideration, Petcanna will (a) issue 450,000 common shares of its share capital (the “Petcanna Shares”) 30 days after the effective date; and (b) pay royalties of 1% of net sales. The Company will be issued 85% and Yissum will be issued 15% of the 450,000 common shares of the Petcanna subsidiary. The Petcanna shares are deemed to be founders shares with no value. The Petcanna shares have not been issued as of December 31, 2022. 360 Life Sciences Corp. Agreement - Related Party (Acquisition of ReFormation Pharmaceuticals Corp.) On July 1, 2020, the Company entered into an amended agreement with ReFormation Pharmaceuticals, Corp. (“ReFormation”) and 360 Life Sciences Corp. (“360”), whereby 360 has entered into an agreement to acquire 100% ownership of ReFormation, on or before July 31, 2020 (“Closing Date”). The Company shares officers and directors with each of ReFormation and 360. Upon the Closing Date, 360 will make tranche payments in tranches to 180 LP in the aggregate amount of $300,000. The parties agree that the obligations will be paid by 360 to 180 LP by payments of $100,000 for every $1,000,000 raised through the financing activities of 360, up to a total of $300,000, however, not less than 10% of all net financing proceeds received by 360 shall be put towards the obligation to the Company until paid in full. This transaction closed on July 31, 2020. On February 26, 2019, 180 LP entered into a one-year agreement (the “Pharmaceutical Agreement”) with ReFormation, a related party that shares directors and officers of 180 LP, pursuant to which the ReFormation agreed to pay 180 LP $1.2 million for r |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 12 - STOCKHOLDERS’ EQUITY Reverse Stock-Split during 2022 On December 15, 2022, at a Special Meeting of the Stockholders of 180 Life Sciences Corp., the stockholders of the Company approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our issued and outstanding shares of our 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 our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to December 15, 2023 (the “Stockholder Authority”). On December 15, 2022, the Company’s Board of Directors (the “Board”), with the Stockholder Authority, approved an amendment to our Second Amended and Restated Certificate of Incorporation to affect a reverse stock split of our common stock at a ratio of 1-for-20 (the “Reverse Stock Split”). Pursuant to the Certificate of Amendment filed to affect the Reverse Stock Split, the Reverse Stock Split was effective on December 19, 2022 and the shares of the Company’s common stock began trading on the NASDAQ Capital Market (“ NASDAQ Because the Certificate of Amendment did not reduce the number of authorized shares of common stock, the effect of the Reverse Stock Split was to increase the number of shares of common stock available for issuance relative to the number of shares issued and outstanding. The Reverse Stock Split did not alter the par value of the common stock or modify any voting rights or other terms of the common stock. Any fractional shares remaining after the Reverse Stock Split will be rounded up to the nearest whole share. With regards to the Company’s 2020 Omnibus Incentive Plan and the 2022 Omnibus Incentive Plan, the Company’s Compensation Committee and Board deem it in the best interests of the Company and its stockholders to (i) adjust the number of shares of Company common stock available for issuance under the Incentive Plans downward by a factor of 20 (with any fractional shares rounded down to the nearest whole share); (ii) reduce the number of shares of common stock issuable upon each outstanding option to purchase shares of common stock of the Company, and all other outstanding awards, by a factor of 20 (with any fractional shares rounded down to the nearest whole share); and (iii) adjust the exercise price of any outstanding options to purchase shares of common stock previously granted under the Incentive Plans up by a factor of 20 (rounded up to the nearest whole cent), in each case to adjust equitably for the Exchange Ratio of the Reverse Stock Split, which such adjustments effective automatically upon effectiveness of the Reverse Stock Split. The effects of the one-for-twenty reverse stock split have been retroactively reflected throughout the financial statements and notes to the financial statements. Preferred Stock Pursuant to the Company’s Second Amended and Restated Certificate of Incorporation filed on November 6, 2020, the Company has 5,000,000 preferred shares authorized at a par value of $0.0001 per share, of which 1,000,000 shares are designated as Series A Convertible Preferred Stock (“Series A Preferred”), 1 share is designated as the Class K Special Voting Share and 1 share is designated as the Class C Special Voting Share. The Class K Special Voting Share and the Class C Special Voting Share are together, the “Special Voting Shares” (see Item 5 – Special Voting Shares). As of December 31, 2022, there is no Series A Preferred issued or outstanding; there is one Class K Special Voting Share and one Class C special Voting Share issued and outstanding. Common Stock The Company is authorized to issue 100,000,000 shares of the Company’s common stock with a par value of $0.0001 per share. Holders of the Company’s shares of the Company’s common stock are entitled to one vote for each share. Sale of Common Stock and Warrants in the February 2021 Private Offering On February 19, 2021, the Company entered into a Securities Purchase Agreement with certain purchasers (the “Purchasers”), pursuant to which the Company agreed to sell an aggregate of 128,200 shares of common stock (the “PIPE Shares”) and warrants to purchase up to an aggregate of 128,200 shares of common stock (the “PIPE Warrants”), at a combined purchase price of $91.00 per share and PIPE Warrant (the “Offering”). Aggregate gross proceeds from the offering were approximately $11.7 million. Net proceeds to the Company from the offering, after deducting the placement agent fees and estimated offering expenses payable by the Company, were approximately $10.7 million. The PIPE Warrants have an exercise price equal to $100.00 per share, were immediately exercisable and are subject to customary anti-dilution adjustments for stock splits or dividends or other similar transactions. However, the exercise price of the PIPE 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 PIPE Warrants are exercisable for 5 years following the closing date. The PIPE Warrants are subject to a provision prohibiting the exercise of such PIPE Warrants to the extent that, after giving effect to such exercise, the holder of such PIPE Warrant (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 to 9.99% on a holder by holder basis, with 61 days prior written consent of the applicable holder). The PIPE Warrants were determined to be liability-classified (see Note 8, Derivative Liabilities). Of the $968,930 of placement agent fees and offering expenses, $364,812 was allocated to the PIPE Shares and $604,118 was allocated to the PIPE Warrant. Because the PIPE Warrants are liability classified, the $604,118 allocated to the warrants was immediately expensed. In connection with the offering, the Company also entered into a Registration Rights Agreement, dated as of February 23, 2021, with the Purchasers (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement with the SEC on or prior to April 24, 2021 to register the resale of the PIPE Shares and the shares of common stock issuable upon exercise of the PIPE Warrants (the “PIPE Warrant Shares”), and to cause such registration statement to be declared effective on or prior to June 23, 2021 (or, in the event of a “full review” by the SEC, August 22, 2021). The Company was in default of the terms of the Registration Rights Agreement as the registration statement to register the PIPE Shares and PIPE Warrant Shares was not filed by April 24, 2021; provided that such registration statement has since been filed. As a result of this default, the Company was required to pay damages to the Purchasers in the aggregate amount of $174,993 each month, up to a maximum of $583,310. The Company incurred $524,979 of damages during the year ended December 31, 2021, which amount was paid, and such registration statement was subsequently filed and declared effective, and as a result the Company is no longer in default. Bridge Note Conversions During the first quarter of 2021, certain noteholders elected to convert bridge notes with an aggregate principal balance of $365,750 and an aggregate accrued interest balance of $66,633 into an aggregate of 7,920 shares of the Company’s common stock at a conversion price of $54.60 per share, pursuant to the terms of such notes (see Note 10 - Convertible Notes Payable). Convertible Note Conversions During the first quarter of 2021, certain noteholders elected to convert certain convertible notes payable with an aggregate principal balance of $1,234,333 and an aggregate accrued interest balance of $105,850 into an aggregate of 23,357 shares of the Company’s common stock at conversion prices ranging from $49.00-$65.80 per share, pursuant to the terms of such notes (see Note 10 - Convertible Notes Payable). EarlyBird Settlement On April 23, 2021, the Company settled the amounts due pursuant to a certain finder agreement entered into with EarlyBird Capital, Inc. (“EarlyBird”) on October 17, 2017 (the “Finder Agreement”). The Company’s Board of Directors determined it was in the best interests to settle all claims which had been made or could be made with respect to the Finder Agreement and entered into a settlement agreement (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Company paid EarlyBird a cash payment of $275,000 and issued 11,250 shares of the Company’s restricted common stock with a grant date value of $1,973,250 to EarlyBird, in full satisfaction of accounts payable in the amount of $1,750,000. The Company recorded a loss of $223,250 in connection with the Settlement Agreement, which is included in (loss) gain on settlement of liabilities in the accompanying consolidated statements of operations. Sale of Common Stock and Warrants in the August 2021 Offering On August 23, 2021, the Company entered into a Securities Purchase Agreement with certain purchasers, pursuant to which the Company agreed to sell an aggregate of 125,000 shares of common stock and warrants to purchase up to an aggregate of 125,000 shares of common stock (the “August 2021 PIPE Warrants”), at a combined purchase price of $120.00 per share and August 2021 PIPE Warrant (the “August 2021 Offering”). Aggregate gross proceeds from the August 2021 Offering were approximately $15,000,000. Net proceeds to the Company from the August 2021 Offering, after deducting the placement agent fees and estimated offering expenses payable by the Company, were approximately $13.9 million. The August 2021 PIPE Warrants have an exercise price equal to $150.00 per share, are immediately exercisable and are subject to customary anti-dilution adjustments for stock splits or dividends or other similar transactions. However, the exercise price of the August 2021 PIPE 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 August 2021 PIPE Warrants are exercisable for 5 years following the closing date. The August 2021 PIPE Warrants are subject to a provision prohibiting the exercise of such August 2021 PIPE Warrants to the extent that, after giving effect to such exercise, the holder of such August 2021 PIPE Warrant (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 to 9.99% on a holder by holder basis, with 61 days prior written consent of the applicable holder). Although the PIPE Warrants have a tender offer provision, the August 2021 PIPE Warrants were determined to be equity-classified because they met the limited exception in the case of a change-in-control. Because the August 2021 PIPE Warrants are equity-classified, the $1,120,000 of placement agent fees and offering expenses were fully accounted for as a reduction of additional paid in capital. In connection with the August 2021 Offering, the Company also entered into a Registration Rights Agreement, dated as of August 23, 2021, with the purchasers (the “August 2021 Registration Rights Agreement”). Pursuant to the August 2021 Registration Rights Agreement, the Company agreed to file a registration statement with the SEC on or prior to September 12, 2021 to register the resale of the shares and the shares of common stock issuable upon exercise of the August 2021 PIPE Warrants (the “Warrant Shares”) sold in the August 2021 Offering, and to cause such registration statement to be declared effective on or prior to October 22, 2021 (or, in the event of a “full review” by the SEC, November 21, 2021). The registration statement was filed on August 31, 2021 and the SEC declared it effective on September 9, 2021, prior to the deadline set forth in the August 2021 Registration Rights Agreement. Exchanges of Related Party Loans and Convertible Notes On September 30, 2021, Dr. Lawrence Steinman and Sir Marc Feldmann, Ph.D., each of whom serve as Co-Executive Chairmen of the Company’s Board of Directors, agreed with the Company to convert amounts owed under outstanding loans with an aggregate principal balance of $693,371 and an aggregate accrued interest balance of $157,741 into an aggregate of 7,093 shares of the Company’s common stock at the conversion price of $120.00 per share, pursuant to the terms of the agreement, which conversion rate was above the closing consolidated bid price of the Company’s common stock on the date the binding agreement was entered into (see Note 9 - Loans Payable and Note 10 - Convertible Notes Payable for more information). Alpha Capital Settlement During the third quarter of 2021, the Company issued 7,500 shares of common stock and warrants to purchase 1,250 shares in connection with a settlement entered into with Alpha Capital (see Note 10 - Convertible Notes Payable). Common Stock Issued for Services during 2021 During the year ended December 31, 2021, the Company issued an aggregate of 15,878 shares of the Company’s common stock, respectively, as compensation to consultants, directors, and officers, with an aggregate issuance date fair value of $1,785,366, respectively, which was charged immediately to the consolidated statement of operations for the year ended December 31, 2021. 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 175,000 shares of common stock, pre-funded warrants to purchase up to an aggregate of 131,604 shares of common stock (“July 2022 Pre-Funded Warrants”), and common stock warrants to purchase up to an aggregate of 306,604 shares of common stock (the “July 2022 Common Warrants”), at a combined purchase price of $21.20 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 $21.20 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 December 31, 2022, all 131,604 of the July 2022 Pre-Funded Warrants have been exercised for a value of $263; there are no unexercised July 2022 Pre-Funded Warrants remaining as of the end of the year. No July 2022 Common Warrants have been exercised as of December 31, 2022. December 2022 Offering On December 20, 2022, the Company entered into a Securities Purchase Agreement with certain purchasers, pursuant to which the Company agreed to sell an aggregate of 215,000 shares of common stock, pre-funded warrants to purchase up to an aggregate of 1,499,286 shares of common stock (“December 2022 Pre-Funded Warrants”), and common stock warrants to purchase up to an aggregate of 2,571,429 shares of common stock (the “December 2022 Common Warrants”), at a combined purchase price of $3.50 per share and warrant (the “December 2022 Offering”). Aggregate gross proceeds from the December 2022 Offering were approximately $6,000,000, and the December 2022 Offering closed on December 22, 2022. The December 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 December 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 December 2022 Pre-Funded Warrants are exercisable until they are exercised in full. The December 2022 Pre-Funded Warrants are subject to a provision prohibiting the exercise of such December 2022 Pre-Funded Warrants to the extent that, after giving effect to such exercise, the holder of such December 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 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 December 2022 Pre-Funded Warrants have a tender offer provision, the December 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 December 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 December 2022 Common Warrants have an exercise price equal to $3.50 per share, are exercisable 6 months following the closing of the December 2022 Offering (the “Initial Exercise Date”) (see Note 15 – Subsequent Events, “ Amendment to Common Warrant Agreement for the December 2022 Offering” As of December 31, 2022, all 1,499,286 of the December 2022 Pre-Funded Warrants have been exercised for a value of $150; there are no unexercised December 2022 Pre-Funded Warrants remaining as of the end of the year. No December 2022 Common Warrants have been exercised as of December 31, 2022. Common Stock Issued for Services during 2022 During the year ended December 31, 2022, the Company issued an aggregate of 14,026 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 $331,591, which was charged immediately to the consolidated statement of operations for the year ended December 31, 2022. Restricted Stock Shares Issued during 2022 During the year ended December 31, 2022, the Company issued 600 restricted shares of the Company’s common stock, or Restricted Stock Shares as compensation to consultants with an issuance date fair value $48,600, or $81.00 per share. Per the two-year consulting agreement, 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 $26,325 for the year ended December 31, 2022. Below is a table summarizing the Restricted Stock Shares granted and outstanding as of and for the year ended December 31, 2022: Unvested Weighted Stock FV Price Unvested as of January 1, 2022 - $ - Granted 600 81.00 Vested 325 81.00 Unvested as of December 31, 2022 275 81.00 Total unrecognized expense remaining $ 22,275 Weighted-average years expected to be recognized over 1.0 - Special Voting Shares The Special Voting Shares were issued to the former shareholders of CBR Pharma and Katexco in connection with the reorganization of 180 prior to the Business Combination. The Special Voting Shares are exchangeable by the holder for shares of the Company’s common stock and vote together as a single class with the Company’s common stockholders. Special Voting Shares are not entitled to receive any dividend of distributions. During the year ended December 31, 2022, no shares were issued upon the exchange of common stock equivalents associated with the Special Voting Shares. During the year ended December 31, 2021, 73,224 shares were issued upon the exchange of common stock equivalents associated with the Special Voting Shares. The following table summarizes the Special Voting Shares activity during the years ended December 31, 2022 and 2021: Balance, January 1, 2021 73,488 Shares issued - Shares exchanged (73,224 ) Balance, December 31, 2021 264 Shares issued - Shares exchanged - Balance, December 31, 2022 264 Stock Options A summary of the option activity during the years ended December 31, 2022 and 2021 is present below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Term (in Years) Intrinsic Value Outstanding, January 1, 2021 2,500 49.80 9.92 - Granted 134,550 96.34 - - Exercised - - - - Expired - - - - Forfeited - - - - Outstanding, December 31, 2021 137,050 95.49 9.41 3,525 Granted 25,906 27.20 - - Exercised - - - - Expired - - - - Forfeited - - - - Outstanding, December 31, 2022 162,956 84.63 8.60 $ - Exercisable, December 31, 2022 93,336 83.47 8.50 $ - A summary of outstanding and exercisable stock options as of December 31, 2022 is presented below: Stock Options Outstanding Stock Options Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 49.80 2,500 7.9 2,500 $ 88.60 79,000 8.2 54,422 $ 151.20 21,800 8.6 7,721 $ 79.00 33,750 8.9 17,318 $ 27.20 25,906 9.4 11,375 162,956 8.5 93,337 On February 26, 2021, the Company issued ten On August 4, 2021, the Company granted ten-year options for the purchase of an aggregate of 21,800 shares of common stock at an exercise price of $151.20 per share, to six independent directors of the Company, pursuant to the 2020 Omnibus Incentive Plan. The options had an aggregate grant date value of $2,180,375, and vest monthly over four years. On December 8, 2021, the Company granted ten-year options for the purchase of an aggregate of 33,750 shares of common stock at an exercise price of $79.00 per share to six officers of the Company, pursuant to the 2020 Omnibus Incentive Plan. The options had an aggregate grant date value of $2,077,953 and vest at various periods over four years. The assumptions used in the Black-Scholes valuation method for these options which were issued in 2021 were as follows: Risk free interest rate 0.75% - 0.99% Expected term (years) 5.62 - 6.01 Expected volatility 84% - 98.5% Expected dividends 0% These assumptions listed above for 2021and below for 2022 were derived using i) the risk free interest rate published by the federal reserve on the date of grant, ii) the expected term used is the average of the contractual term plus the weighted average vesting term, iii) the volatility was derived using rates from third-party valuation reports of other financial instruments for the applicable quarter and iv) the expected dividends rate used is taken from the applicable option award agreement. On May 19, 2022, the Company granted ten-year options for the purchase of an aggregate of 5,700 shares of common stock at an exercise price of $27.20 per share to six officers of the Company, pursuant to the 2022 Omnibus Incentive Plan. The options had an aggregate grant date value of $115,936. On May 19, 2022, the Company also granted ten-year options for the purchase of 6,707 shares and 13,500 shares of common stock at an exercise price of $27.20 per share to two individuals ( one The assumptions used in the Black-Scholes valuation method for these options which were issued in 2022 were as follows: Risk free interest rate 2.88% Expected term (years) 5.00 – 5.77 Expected volatility 91.0% Expected dividends 0% The Company recognized stock-based compensation expense of $2,607,501 and $2,852,309 for the years ended December 31, 2022 and 2021, respectively, related to the amortization of stock options. The expense is included within general and administrative expenses or research and development expenses on the consolidated statements of operations. As of December 31, 2021, there was $4,202,495 of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 2.19 years. NASDAQ Compliance On September 30, 2022, we received written notice (the “Notification Letter”) from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“NASDAQ”) notifying the Company that it is not in compliance with the minimum bid price requirements set forth in NASDAQ Listing Rule 5550(a)(2) for continued listing on The NASDAQ Capital Market. NASDAQ Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of thirty (30) consecutive business days. Based on the closing bid price of the Company’s common stock for the thirty (30) consecutive business days from August 18, 2022 to September 29, 2022, the Company no longer meets the minimum bid price requirement. The Notification Letter stated that the Company has 180 calendar days or until March 29, 2023, to regain compliance with NASDAQ Listing Rule 5550(a)(2). To regain compliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. The Company implemented a reverse stock-split in December 2022 to assist in regaining compliance with NASDAQ standards. On January 4, 2023, NASDAQ notified the Company that it had regained full compliance with the minimum bid price for continued listing on the NASDAQ pursuant to NASDAQ Listing Rule 5550(a)(2). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 13 - INCOME TAXES The Company is subject to federal and state/provincial income taxes in the United States, Canada, and the United Kingdom and each legal entity files on a non- consolidated basis. The benefit of the pre-reorganization net operating losses of 180 LP were passed through to its owners. The losses before income taxes consist of the following domestic and international components: For the Years Ended December 31, 2022 2022 Domestic $ (37,727,021 ) $ (15,078,170 ) International (1,941,987 ) (5,269,682 ) $ (39,669,008 ) $ (20,347,852 ) The provision for income taxes consists of the following benefits (provisions): For the Years Ended December 31, 2022 2021 Deferred tax benefits: Domestic: Federal $ 4,057,936 $ 1,503,577 State 1,343,123 499,136 International 353,038 547,944 5,754,097 2,550,657 Change in valuation allowance (4,811,348 ) (2,527,453 ) Net income tax benefit $ 942,749 $ 23,204 Certain deferred tax liabilities are denominated in currencies other than the US dollar and are subject to foreign currency translation adjustments. The provision for income taxes differs from the United States Federal statutory rate as follows: For the Years Ended December 31, 2022 2021 US Federal statutory rate 21.0 % 21.0 % Difference between domestic and foreign federal rates (0.1 )% (0.5 )% State and provincial taxes, net of federal benefits 6.6 % 5.2 % Permanent differences: Goodwill impairment (23.7 )% - Stock-based compensation - (5.8 )% Change in the fair value of derivatives and accrued issuable equity 10.7 % (6.4 )% Other - (0.8 )% Change in valuation allowance (12.1 )% (12.4 )% Effective income tax rate 2.4 % 0.3 % Deferred tax assets and liabilities consist of the following: As of 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 13,399,384 $ 9,395,986 Amortization 165,476 - Accrued compensation not currently deductible 343,787 169,222 Stock compensation 1,588,866 - Accrued interest 150,502 146,636 Other 8,125 (1 ) 15,656,140 9,711,843 Deferred tax liabilities: Difference between book and tax basis related to: Technology license (368,587 ) (375,671 ) Acquired in-process research and development (2,332,618 ) (3,267,854 ) Other (555,880 ) (639,726 ) (3,257,085 ) (4,283,251 ) Deferred tax assets and liabilities 12,399,055 5,428,592 Valuation allowance (15,016,414 ) (9,072,118 ) Deferred tax assets and liabilities, net $ (2,617,359 ) $ (3,643,526 ) The change in the valuation reserve for deferred tax assets consists of the following: For the Years Ended December 31, 2022 2021 Beginning of period $ (9,072,118 ) $ (9,709,220 ) Change in valuation pursuant to the tax provision (4,811,348 ) (2,527,453 ) True-up to a prior year’s tax return (1,132,948 ) 3,164,555 End of period $ (15,016,414 ) $ (9,072,118 ) As of December 31, 2022, the Company had net operating loss (“NOL”) carryforwards that may be available to offset future taxable income in various jurisdictions as follows: ● Approximately $32,400,000 of domestic federal and state NOLs. The federal NOLs have no expiration date and are subject to 80% of taxable income; the state NOLs will begin to expire in 2039; ● Approximately $8,100,000 each of Canadian federal and provincial NOLs. Those NOLs will begin to expire in 2038; and ● Approximately $10,600,000 of United Kingdom federal NOLs. Those NOLs have no expiration date. The utilization of the domestic NOLs to offset future taxable income may be subject to annual limitations under Section 382 of the Internal Revenue Code and similar state statutes as a result of ownership changes. The Company has assessed the likelihood that deferred tax assets will be realized in accordance with the provisions of ASC 740 Income Taxes Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2022 and 2021. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. No tax audits were commenced or were in process during the years ended December 31, 2022 and 2021 nor were any tax related interest or penalties incurred during those periods. The Company’s tax returns filed in the United States, Canada, and the United Kingdom since inception remain subject to examination. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 14 - RELATED PARTIES Accrued Expenses - Related Parties Accrued expenses - related parties was $188,159 as of December 31, 2022 and consists of interest accrued on loans and convertible notes due to certain officers and directors of the Company, as well as deferred compensation for certain executives. Accrued expenses - related parties was $18,370 as of December 31, 2021 and 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 consists of $0 and $81,277 as of December 31, 2022 and 2021, respectively. See Note 9 - Loans Payable for more information. Research and Development Expenses - Related Parties Research and Development Expenses – Related Parties of $240,731 and $2,947,536 during the years ended December 31, 2022 and 2021, respectively, is related to consulting and professional fees paid to current or former officers, directors or greater than 10% investors, or affiliates thereof. General and Administrative Expenses - Related Parties General and Administrative Expenses – Related Parties during the years ended December 31, 2022 and 2021, were $5,612 and $462,580, respectively. Of the expenses incurred during 2022, these primarily relate to professional fees paid to current or former officers, directors or greater than 10% investors, or affiliates thereof. Of the expenses incurred during 2021, approximately $338,000 represents bad debt expense incurred in connection with a receivable from related parties, and approximately $124,000 represents professional fees paid to current or former officers, directors or greater than 10% investors, or affiliates thereof. Interest Expense - Related Parties During the year ended December 31, 2022, the Company recorded $1,508 of interest income – related parties, which related to interest expense on loans with officers and directors of the Company. During the year ended December 31, 2021, the Company recorded $50,255 of interest expense – related parties, of which $11,380 related to the convertible notes with officers and directors of the Company and $38,875 related to interest expense on loans with officers, directors and a greater than 10% investor of the Company. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 - SUBSEQUENT EVENTS The Company has evaluated events and transactions subsequent to December 31, 2022 through the date the financial statements were issued. Except for the following, there are no subsequent events identified that would require disclosure in the financial statements. Compliance Notification from NASDAQ On January 4, 2023, NASDAQ notified the Company that it had regained full compliance with the minimum bid price for continued listing on the Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2) (see Note 12 for further information. Amendment to Common Warrant Agreement for the December 2022 Offering On January 12, 2023, the Company entered into an Amendment to the Common Stock Purchase Warrant Agreement dated December 22, 2022, whereby the holder was issued warrants to purchase up to 2,571,429 shares of common stock at an exercise price of $3.50 per share. Per the Warrant Agreement, the initial exercise date was June 22, 2023; per the Amendment, the exercise date was changed to January 12, 2023. Kinexum Agreement On January 13, 2023, the Company entered into an agreement with Kinexum, which agreed to provide assistance to the Company in connection with the Conditional Marketing Authorization (CMA) and Marketing Approval Application (MAA) which the Company expects to submit to the UK Medicines and Healthcare products Regulatory Agency (MHRA) in connection with the Company’s planned use of adalimumab to treat progressive early-stage Dupuytren’s disease. Including the costs associated with the Kinexum contract, the Company anticipates that it will spend approximately $900,000 to $1,000,000, cumulative in the three quarters ending September 30, 2023 for activities associated with the MHRA filing and other regulatory preparation. Quan Vu Separation Effective January 15, 2023, the Company and Quan Vu (the Company’s former Chief Operating Officer/Chief Business Officer) mutually agreed to terminate Vu’s employment with 180LS. In accordance with the termination, the parties entered into a separation agreement, whereby the Company agreed to pay Vu an agreed-upon severance payment including accrued back-pay, agreed-upon health insurance expenses and accrued paid time-off for a total amount of $407,135. Glenn Larsen Consulting Agreements On February 22, 2023, the Company entered into a consulting agreement with Glenn Larsen to provide consulting services; in consideration for the services provided, the Company agrees to compensate Mr. Larsen in the amount of $10,000 per month; the amounts owed may be settled in cash or shares of the Company’s common stock (which will be subject to the Company’s 2022 Omnibus Incentive Plan (“Plan”) or another approved equity compensation plan) or a combination of both at the option of Mr. Larsen. No shares may be issued and cash will be the default payment method for fees until an increase in shares available in the Plan is approved and any issuance is conditioned upon the Company having sufficient shares in the Plan to be issued. Mr. Larsen is also eligible to participate in the Company’s stock option plan, subject to approval from the Board of Directors. The initial term of the agreement is for three years from the effective date of the contract and shall automatically extend for additional one-year periods. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the Unites States of America (“U.S. GAAP”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries 180 LP, CBR Pharma, Katexco and 180 Life Corp. (“180LC”). All inter-company balances and transactions among the companies have been eliminated upon consolidation. The consolidated financial statements are presented in U.S. Dollars. |
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 consolidated financial statements. The Company’s significant estimates and assumptions used in these financial statements include, but are not limited to, the fair value of financial instruments, warrants, options and derivative liabilities; R&D tax credits and accruals, and the estimates and assumptions related to the 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 is the Canadian Dollar (“CAD”) or British Pound (“GBP”). Assets and liabilities are translated based on the exchange rates at the balance sheet date (0.7369 and 0.7874 for the CAD, 1.2098 and 1.3510 for the GBP as of December 31, 2022 and 2021, respectively), while expense accounts are translated at the weighted average exchange rate for the period (0.7689 and 0.7977 for the CAD, and 1.2173 and 1.3753 for the GBP for the years ended December 31, 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 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 years ended December 31, 2022 and 2021, the Company recorded other comprehensive (loss) income of ($3,702,963) and $180,554, 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 ($12,777) and ($69) of foreign currency transaction (losses) for the years ended December 31, 2022 and 2021, respectively. Such amounts have been classified within general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents in the financial statements. The Company had no cash equivalents at December 31, 2022 or 2021. As of December 31, 2022, the Company had bank accounts in the United States and the United Kingdom; of its available cash balance, $25,079 is restricted cash. The Company’s cash deposits in United States and English financial institutions may at times be in excess of the Federal Deposit Insurance Corporation (“FDIC”) or the Financial Services Compensation Scheme (“FSCS”) insurance limits, respectively. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. |
Goodwill | Goodwill |
Intangible Assets and In-Process Research and Development (“IP R&D”) | Intangible Assets and In-Process Research and Development (“IP R&D”) Intangible assets consist of licensed patents held by Katexco as well as technology licenses acquired in connection with the Reorganization. Licensed patents are amortized over the remaining life of the patent. Technology licenses represent the fair value of licenses acquired for the development and commercialization of certain licenses and knowledge. The technology licenses are amortized on a straight-line basis over the estimated useful lives of the underlying patents. It will be necessary to monitor and possibly adjust the useful lives of the licensed patents and technology licenses depending on the results of the Company’s research and development activities. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements” (“ASC 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: ● Level 1 - Quoted prices in active markets for identical assets or liabilities; ● Level 2 - Quoted prices for similar assets and liabilities in active markets or inputs that are observable; and ● Level 3 - Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). The carrying amounts of certain of the Company’s financial instruments, consisting primarily of loans payable, approximate their fair values as presented in these consolidated financial statements due to the short-term nature of those instruments. The Company’s derivative liabilities were valued using level 3 inputs (see Note 8 – Derivative Liabilities for additional information). |
Accrued Issuable Equity | Accrued Issuable Equity The Company records accrued issuable equity when it is contractually obligated to issue shares and there has been a delay in the issuance of such shares. Accrued issuable equity is recorded and carried at fair value with changes in its fair value recognized in the Company’s consolidated statements of operations. Once the underlying shares of common stock are issued, the accrued issuable equity is reclassified as of the share issuance date at the then current fair market value of the common stock. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date and is estimated by management based on observations of the recent cash sales prices of common stock. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Upon the exercise of an option or warrant, the Company issues new shares of common stock out of its authorized but unissued shares. |
Derivative Liabilities and Convertible Instruments | Derivative Liabilities and Convertible Instruments The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives requiring separate recognition in the Company’s financial statements. Entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market at each balance sheet date and recorded as a liability and the change in fair value is recorded in other (expense) income, net in the consolidated statements of operations. In circumstances where there are multiple embedded instruments that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within twelve months of the balance sheet date. If the embedded conversion options do not require bifurcation, the Company then evaluates for the existence of a beneficial conversion feature by comparing the fair value of the Company’s underlying stock as of the commitment date to the effective conversion price of the instrument (the intrinsic value). Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption and are classified in interest expense in the consolidated statements of operations. Preferred stock discounts are only accreted to their redemption value if redemption becomes probable. Amendments to convertible instruments are evaluated as to whether they should be accounted for as a modification of the original instrument with no change to the accounting or, if the terms are substantially changed, as an extinguishment of the original instrument and the issuance of a new instrument. The Company has computed the fair value of warrants and options issued using the Black-Scholes option pricing model. The expected term used for warrants, convertible notes and convertible preferred stock are 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. |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net (loss) per common share is computed by dividing net (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 common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive: For the Years Ended 2022 2021 Options 162,956 137,050 Warrants 3,435,728 557,695 Total potentially dilutive shares 3,598,684 694,745 |
Research and Development | Research and Development Research and development expenses are charged to operations as incurred. During the years ended December 31, 2022 and 2021, the Company incurred $2,191,834 and $1,000,769, respectively, of research and development expenses. As of December 31, 2022 and 2021, research and development expenses – related parties were $240,731 and $2,947,536, respectively. See Note 14 – Related Parties for more information on research and development expenses – related parties. |
Income Taxes | Income Taxes The Company accounts for income taxes under the provisions of ASC Topic 740 “Income Taxes” (“ASC 740”). The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations and comprehensive loss. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06 “Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Topic 815). The amendments in ASU 2020-06 are intended to simplify the accounting for certain financial instruments with characteristics of liabilities and equity by eliminating certain accounting models in Subtopic 470-20, for convertible debt instruments. Under the amendments in this update, the embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-on capital. A convertible debt instrument will be accounted for as a single liability measured at its amortized cost and convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. By removing the separation models, the interest rate of convertible debt instruments typically will be closer to the coupon interest rate when applying the guidance in Topic 835, Interest. These amendments to the derivatives scope exception for contracts in an entity’s own equity change the population of contracts that are recognized as assets or liabilities. For a freestanding instrument, an entity should record it in equity if the instrument qualifies for the derivatives scope exception under the amendments. For an embedded feature, if the feature qualifies for the derivatives scope exception under the amendments, an entity should no longer separate the feature and account for it individually. The Company adopted ASU 2020-06 upon issuance did not have a material impact on the Company’s consolidated financial statements. On May 3, 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This standard provided clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard was effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Issuers should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. Early adoption was permitted, including adoption in an interim period. If an issuer elected to early adopt the new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The Company adopted ASU 2021-04 effective for January 1, 2022, and its adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. On July 19, 2021, the FASB issued Accounting Standards Update (ASU) 2021-05, Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments. As part of the postimplementation review (PIR) of leases (FASB Accounting Standards Codification (FASB ASC) 842), the FASB was made aware of an issue being encountered by lessors wherein following the guidance in FASB ASC 842 requiring them to recognize a loss at lease commencement for certain sales-type lease with variable payments, even if the lessor expects the arrangement will be profitable overall. The Company adopted ASU 2021-05 effective for January 1, 2022, and its adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. |
Recently Issued But Not Yet Adopted Accounting Pronouncements | On July 19, 2021, the FASB issued Accounting Standards Update (ASU) 2021-05, Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments. As part of the postimplementation review (PIR) of leases (FASB Accounting Standards Codification (FASB ASC) 842), the FASB was made aware of an issue being encountered by lessors wherein following the guidance in FASB ASC 842 requiring them to recognize a loss at lease commencement for certain sales-type lease with variable payments, even if the lessor expects the arrangement will be profitable overall. The Company adopted ASU 2021-05 effective for January 1, 2022, and its adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of anti dilutive common shares | For the Years Ended 2022 2021 Options 162,956 137,050 Warrants 3,435,728 557,695 Total potentially dilutive shares 3,598,684 694,745 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Schedule of prepaid expenses | December 31, 2022 2021 Insurance (1) $ 1,027,292 $ 1,937,693 Research and development expense tax credit receivable 546,563 644,513 Professional fees (1) 310,017 294,577 Value-added tax receivable 48,774 24,411 Taxes 25,634 25,634 Other - 49,755 $ 1,958,280 $ 2,976,583 (1) In the previously filed Annual Report on Form 10-K for the year ended December 31, 2021, the Insurance line item above included $213,974 of expenses related to Oxford agreements for our CBR Pharma subsidiary. In the current year, those same expenses are grouped into the Professional fees grouping. As such, for comparative purposes, that amount has been moved from the Insurance grouping to the Professional fees grouping for the 2021 period. |
Intangible Assets and Impairm_2
Intangible Assets and Impairment of Long-Lived Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Remaining As of December 31, 2022 As of December 31, 2021 in Years at Gross Accumulated Net Gross Accumulated Net Licensed patents 13.5 $ 596,259 $ (142,654 ) $ 453,605 $ 603,919 $ (110,759 ) $ 493,160 Technology license 16.6 1,485,159 (279,906 ) 1,205,253 1,658,550 (202,797 ) 1,455,753 $ 2,081,418 $ (422,560 ) $ 1,658,858 $ 2,262,469 $ (313,556 ) $ 1,948,913 |
Schedule of future amortization related to intangible assets | For the Years Ending December 31, 2023 $ 109,489 2024 109,489 2025 109,489 2026 109,489 2027 109,489 Thereafter 1,111,413 $ 1,658,858 |
Schedule of goodwill activity | CBR 180 LP Consolidated 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 Currency translation 708,713 - 708,713 Balance before impairment 9,044,411 5,630,017 14,674,428 Impairment of goodwill (9,044,411 ) (5,630,017 ) (14,674,428 ) Balance, December 31, 2022 $ - $ - $ - CBR 180 LP IP Consolidated Balance, December 31, 2021 $ 1,632,780 $ 10,943,000 $ 12,575,780 Currency translation (45,674 ) - (45,674 ) Balance, March 31, 2022 1,587,106 10,943,000 12,530,106 Currency translation (119,252 ) - (119,252 ) Balance, June 30, 2022 1,467,854 10,943,000 12,410,854 Currency translation (120,338 ) - (120,338 ) Balance, September 30, 2022 1,347,516 10,943,000 12,290,516 Currency translation 114,568 - 114,568 Balance before impairment 1,462,084 10,943,000 12,405,084 Impairment of IP R&D assets (1,462,084 ) (1,880,000 ) (3,342,084 ) Balance, December 31, 2022 $ - $ 9,063,000 $ 9,063,000 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | December 31, 2022 2021 Consulting fees $ 531,829 $ 548,281 Professional fees 3,945 252,973 Litigation accrual (1) 125,255 300,000 Employee and director compensation 1,558,024 725,569 Research and development fees 22,023 91,737 Interest 36,422 25,433 Other 7,018 20,587 $ 2,284,516 $ 1,964,580 (1) See Note 11 - Commitments and Contingencies, Potential Legal Matters |
Accrued Issuable Equity (Tables
Accrued Issuable Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Issuable Equity [Abstract] | |
Schedule of accrued issuable equity activity | Balance at January 1, 2021 $ 43,095 Reclassification to equity (43,095 ) Balance at December 31, 2021 $ - |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Liabilities [Abstract] | |
Schedule of derivative liabilities | For the Year Ended December 31, 2022 Warrants Public Private Convertible SPAC SPAC PIPE Other Notes 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 (8,017,225 ) (466,069 ) (6,474,200 ) (187,492 ) - (15,144,986 ) Balance as of December 31, 2022 $ 31,625 $ 1,256 $ 42,100 $ 400 $ - $ 75,381 |
Schedule of fair value of Level 3 derivative liabilities (except the Public Special Purpose Acquisition Companies (“SPAC”) warrants as defined below, which are Level 1 derivative liabilities that are measured at fair value on a recurring basis | For the Year Ended December 31, 2021 Warrants Public Private Convertible SPAC SPAC PIPE Other Notes Total Balance as of January 1, 2021 $ 3,795,000 $ 256,275 $ - $ 165,895 $ 225,800 $ 4,442,970 Extinguishment of derivative liabilities in connection with conversion of debt (1) - - - - (591,203 ) (591,203 ) Warrants issued in connection with the financing - - 7,294,836 - - 7,294,836 Warrants issued relates to Alpha settlement (1) - - - 95,677 - 95,677 Extinguishment of derivative liabilities in connection with the Alpha settlement (1) - - - - (699,301 ) (699,301 ) Change in fair value of derivative liabilities 4,253,850 211,050 (778,536 ) (73,680 ) 1,064,704 4,677,388 Balance as of December 31, 2021 $ 8,048,850 $ 467,325 $ 6,516,300 $ 187,892 $ - $ 15,220,367 |
Schedule of option pricing models | December 31, 2022 Risk-free interest rate 2.30% - 4.50 % Expected term in years 1.59 – 3.90 Expected volatility 76.0% – 105.0 % Expected dividends 0 % February 23, Risk-free interest rate 0.59 % Expected term in years 5.00 Expected volatility 85 % Expected dividends 0 % March 12, Risk-free interest rate 0.68 % Expected term in years 3.84 Expected volatility 85 % Expected dividends 0 % July 29, Risk-free interest rate 0.37 % Expected term in years 3.00 Expected volatility 85 % Expected dividends 0 % January 15, 2021 to February 5, 2021 Risk-free interest rate 0.00% - 0.14 % Expected term in years 0.02 - 0.18 Expected volatility 120% - 161 % Expected dividends 0 % |
Schedule of warrant activity | Number of Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, January 1, 2021 303,245 $ 228.69 4.9 - Issued 254,450 124.77 Exercised - - Cancelled - - Expired - - Outstanding, December 31, 2021 577,695 $ 181.20 4.1 - Issued 4,508,923 3.44 5.4 Exercised (1,630,890 ) 0.0001 - (1) Cancelled - - Expired - - Outstanding, December 31, 2022 3,435,728 $ 33.94 5.1 - Exercisable, December 31, 2022 577,695 $ 181.28 3.1 - |
Schedule of outstanding and exercisable warrants | Warrants Outstanding Warrants Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 100.00 128,200 3.2 128,200 $ 105.60 3,183 2.3 3,183 $ 141.40 1,250 1.6 1,250 $ 150.00 125,000 3.6 125,000 $ 230.00 300,062 2.9 300,062 $ 21.20 306,604 - - $ 3.50 2,571,429 - - 3,435,728 3.1 577,695 Warrants Outstanding Warrants Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 100.00 128,200 4.2 128,200 $ 105.60 3,183 3.3 3,183 $ 141.40 1,250 2.6 1,250 $ 150.00 125,000 4.6 125,000 $ 230.00 300,062 3.9 300,062 577,695 4.1 577,695 |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Loans Payable [Abstract] | |
Schedule of loans payable activity | Principal Adjustments Principal New Issuances Effect of Principal Paycheck Protection Program $ 41,312 $ - $ (41,312 ) $ - $ - $ - Bounce Back Loan Scheme 61,169 - (11,646 ) - (6,394 ) 43,129 First Assurance – 2021 1,618,443 (14,042 ) (1) (1,604,401 ) - - First Assurance – 2022 - - - 1,060,890 - 1,060,890 Other loans payable 155,320 80,366 (2) - - 235,686 Total loans payable 1,876,244 $ 66,324 $ (1,657,359 ) $ 1,060,890 $ (6,394 ) 1,339,705 Less: loans payable – current portion 1,828,079 1,308,516 Loans payable – non-current portion $ 48,165 $ 31,189 (1) Note that this amount was related to finance charges and was reclassified. (2) Note that this amount was reclassified from related party payables. Principal Forgiveness/ Principal New Issuances Effect of Principal Kingsbrook $ 150,000 $ - $ (150,000 ) $ - $ - $ - Paycheck Protection Program 53,051 (11,670 ) (69 ) - - 41,312 Bounce Back Loan Scheme 68,245 - (4,724 ) - (2,352 ) 61,169 First Assurance - 2020 655,593 - (655,593 ) 1,618,443 - 1,618,443 Other loans payable 155,320 - - - - 155,320 Total loans payable 1,082,209 $ (11,670 ) $ (810,386 ) $ 1,618,443 $ (2,352 ) 1,876,244 Less: loans payable - current portion 968,446 1,828,079 Loans payable - non-current portion $ 113,763 $ 48,165 |
Schedule of loans payable of current portion | Simple December 31, December 31, Loan payable issued September 18, 2019 8 % $ 50,000 $ 50,000 Loan payable issued September 18, 2019 8 % 50,000 - Loan payable issued October 8, 2019 0 % 4,000 - Loan payable issued October 29, 2019 8 % 69,250 69,250 Loan payable issued December 31, 2019 0 % 5,000 - Loan payable issued February 5, 2020 8 % 3,500 3,500 Loan payable issued February 5, 2020 8 % 3,500 - Loan payable issued March 31, 2020 8 % 4,537 4,537 Loan payable issued March 31, 2020 8 % 4,537 - Loan payable issued June 8, 2020 8 % - 5,000 Loan payable issued June 8, 2020 0 % 5,000 5,000 Loan payable issued June 17, 2020 8 % 485 - Loan payable issued July 15, 2020 * 8 % 4,695 4,695 Loan payable issued July 15, 2020 8 % 5,503 - Loan payable issued October 8, 2020 * 8 % 7,798 - Loan payable issued October 13, 2020 8 % 13,337 13,337 Loan payable issued October 14, 2020 8 % 4,544 - Current portion of PPP Loans (1) 1 % - 41,312 Current portion of Bounce Back Loans (1) (2) 1 % 11,940 13,005 First Assurance Funding payable issued December 10, 2021 (2) 2 % 1,060,890 1,618,443 $ 1,308,516 $ 1,828,079 * These loans are denominated in currencies other than USD. (1) See Loans Payable, Non-Current Portion for a description of the PPP Loans and the Bounce Back Loans. (2) Note that these loans are not currently in default. |
Schedule of non-current loans payable | Simple Interest Rate December 31, December 31, Maturity PPP loan payable issued May 5, 2020 1.0 % - $ 41,312 5/4/2022 BBLS loan payable issued June 10, 2020 2.5 % 43,129 61,170 6/10/2026 Subtotal 43,129 102,482 Less: Current portions of BBLS/PPP loans, respectively (see above) (11,940 ) (54,317 ) Non-current portion $ 31,189 $ 48,165 |
Schedule of related party loans payable | Simple Interest Rate December 31, (1) December 31, Loan payable issued September 18, 2019 8 % $ - $ 50,000 Loan payable issued October 8, 2019 0 % - 4,000 Loan payable issued February 5, 2020 8 % - 3,500 Loan payable issued March 31, 2020 8 % - 4,537 Loan payable issued June 17, 2020 8 % - 485 Loan payable issued July 15, 2020 8 % - 5,503 Loan payable issued October 8, 2020 * 8 % - 8,708 Loan payable issued October 14, 2020 8 % - 4,544 $ - $ 81,277 * These are loans denominated in currencies other than USD. (1) The loan payables listed belong to holders that are no longer considered related parties as of this date. |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable activity | Maturity Date (as amended, 01/01/21 Impact Conversions Common 12/31/21 Effective if Principal of to Common Shares Principal Date applicable) Balance Extinguishment Stock Issued Balance Dominion 06/12/20 02/11/21 $ 833,334 $ - $ (833,334 ) 16,920 $ - Kingsbrook 06/12/20 02/11/21 101,000 - (101,000 ) 1,689 - Alpha Capital 06/12/20 02/11/21 616,111 (316,111 ) (300,000 ) 4,748 - Bridge Note 12/27/19 08/28/21 365,750 - (365,750 ) 7,915 - Total $ 1,916,195 $ (316,111 ) $ (1,600,084 ) 31,272 $ - |
Schedule of convertible notes payable related parties | For the Year Ended December 31, 2021 Effective Date Maturity Date (as amended, if applicable) 01/01/21 Principal Balance Debt Issued Unpaid Interest Capitalized to Principal Settlement Debt Conversions to Common Stock 12/31/21 Principal Balance 180 LP Convertible Note 09/24/13 09/25/15 160,000 - - - (160,000 ) - 180 LP Convertible Note 06/16/14 06/16/17 10,000 - - (10,000 ) - - 180 LP Convertible Note 07/08/14 07/08/17 100,000 - - - (100,000 ) - Total $ 270,000 $ - $ - $ (10,000 ) $ (260,000 ) $ - |
Schedule of convertible promissory notes | Dominion Principal Debt Discount Net Balance at January 1, 2021 $ 833,334 $ - $ 833,334 Impact of conversion (833,334 ) - (833,334 ) Balance at December 31, 2021 $ - $ - $ - Kingsbrook Principal Debt Discount Net Balance at January 1, 2021 $ 101,000 $ - $ 101,000 Impact of conversion (101,000 ) - (101,000 ) Balance at December 31, 2021 $ - $ - $ - Alpha Principal Debt Discount Net Balance at January 1, 2021 $ 616,111 $ - $ 616,111 Impact of extinguishment (316,111 ) - (316,111 ) Impact of conversion (300,000 ) - (300,000 ) Balance at December 31, 2021 $ - $ - $ - |
Schedule of secured convertible promissory notes | Loss on Fair Value Extinguishment Principal Derivative Total Common of of Balance Interest Liabilities Amount Shares Shares Convertible Converted Converted Converted Converted Issued Issued Notes Dominion Convertible Promissory Note $ 833,333 $ 83,333 $ 133,033 $ 1,049,700 16,920 $ 1,255,037 $ (205,337 ) Kingsbrook Convertible Promissory Note 101,000 10,100 136,800 247,900 1,689 174,253 73,647 Alpha Capital Convertible Promissory Note 300,000 12,417 321,370 633,787 4,748 511,834 121,953 Total $ 1,234,333 $ 105,850 $ 591,203 $ 1,931,387 23,357 $ 1,941,124 $ (9,737 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of make the following payments to oxford | Amount Due Milestone (excluding VAT) Upon signing of the Fifth Oxford Agreement £ 70,546 6 months post signing of the Fifth Oxford Agreement £ 70,546 12 months post signing of the Fifth Oxford Agreement £ 70,546 24 months post signing of the Fifth Oxford Agreement £ 70,546 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of restricted stock shares granted and outstanding | Unvested Weighted Stock FV Price Unvested as of January 1, 2022 - $ - Granted 600 81.00 Vested 325 81.00 Unvested as of December 31, 2022 275 81.00 Total unrecognized expense remaining $ 22,275 Weighted-average years expected to be recognized over 1.0 - |
Schedule of special voting shares activity | Balance, January 1, 2021 73,488 Shares issued - Shares exchanged (73,224 ) Balance, December 31, 2021 264 Shares issued - Shares exchanged - Balance, December 31, 2022 264 |
Schedule of option activity | Number of Options Weighted Average Exercise Price Weighted Average Remaining Term (in Years) Intrinsic Value Outstanding, January 1, 2021 2,500 49.80 9.92 - Granted 134,550 96.34 - - Exercised - - - - Expired - - - - Forfeited - - - - Outstanding, December 31, 2021 137,050 95.49 9.41 3,525 Granted 25,906 27.20 - - Exercised - - - - Expired - - - - Forfeited - - - - Outstanding, December 31, 2022 162,956 84.63 8.60 $ - Exercisable, December 31, 2022 93,336 83.47 8.50 $ - |
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 $ 49.80 2,500 7.9 2,500 $ 88.60 79,000 8.2 54,422 $ 151.20 21,800 8.6 7,721 $ 79.00 33,750 8.9 17,318 $ 27.20 25,906 9.4 11,375 162,956 8.5 93,337 |
Schedule of estimated using the black scholes valuation method assumptions | Risk free interest rate 0.75% - 0.99% Expected term (years) 5.62 - 6.01 Expected volatility 84% - 98.5% Expected dividends 0% Risk free interest rate 2.88% Expected term (years) 5.00 – 5.77 Expected volatility 91.0% Expected dividends 0% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Schedule of income tax domestic and international components | For the Years Ended December 31, 2022 2022 Domestic $ (37,727,021 ) $ (15,078,170 ) International (1,941,987 ) (5,269,682 ) $ (39,669,008 ) $ (20,347,852 ) |
Schedule of income tax benefits provision | For the Years Ended December 31, 2022 2021 Deferred tax benefits: Domestic: Federal $ 4,057,936 $ 1,503,577 State 1,343,123 499,136 International 353,038 547,944 5,754,097 2,550,657 Change in valuation allowance (4,811,348 ) (2,527,453 ) Net income tax benefit $ 942,749 $ 23,204 |
Schedule of united states federal statutory rate | For the Years Ended December 31, 2022 2021 US Federal statutory rate 21.0 % 21.0 % Difference between domestic and foreign federal rates (0.1 )% (0.5 )% State and provincial taxes, net of federal benefits 6.6 % 5.2 % Permanent differences: Goodwill impairment (23.7 )% - Stock-based compensation - (5.8 )% Change in the fair value of derivatives and accrued issuable equity 10.7 % (6.4 )% Other - (0.8 )% Change in valuation allowance (12.1 )% (12.4 )% Effective income tax rate 2.4 % 0.3 % |
Schedule of deferred tax assets and liabilities | As of 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 13,399,384 $ 9,395,986 Amortization 165,476 - Accrued compensation not currently deductible 343,787 169,222 Stock compensation 1,588,866 - Accrued interest 150,502 146,636 Other 8,125 (1 ) 15,656,140 9,711,843 Deferred tax liabilities: Difference between book and tax basis related to: Technology license (368,587 ) (375,671 ) Acquired in-process research and development (2,332,618 ) (3,267,854 ) Other (555,880 ) (639,726 ) (3,257,085 ) (4,283,251 ) Deferred tax assets and liabilities 12,399,055 5,428,592 Valuation allowance (15,016,414 ) (9,072,118 ) Deferred tax assets and liabilities, net $ (2,617,359 ) $ (3,643,526 ) |
Schedule of valuation deferred tax assets | For the Years Ended December 31, 2022 2021 Beginning of period $ (9,072,118 ) $ (9,709,220 ) Change in valuation pursuant to the tax provision (4,811,348 ) (2,527,453 ) True-up to a prior year’s tax return (1,132,948 ) 3,164,555 End of period $ (15,016,414 ) $ (9,072,118 ) |
Business Organization and Nat_2
Business Organization and Nature of Operations (Details) - $ / shares | Dec. 31, 2022 | Dec. 15, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Common stock, par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Going Concern and Management'_2
Going Concern and Management's Plans (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Going Concern And Managements Plans Abstract | |
Accumulated deficit | $ 107,408,545 |
Working capital deficit | 3,270,608 |
Net loss | 38,726,259 |
Cash used in operations | $ 12,127,585 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Foreign currency translation description | The functional currency of certain subsidiaries is the Canadian Dollar (“CAD”) or British Pound (“GBP”). Assets and liabilities are translated based on the exchange rates at the balance sheet date (0.7369 and 0.7874 for the CAD, 1.2098 and 1.3510 for the GBP as of December 31, 2022 and 2021, respectively), while expense accounts are translated at the weighted average exchange rate for the period (0.7689 and 0.7977 for the CAD, and 1.2173 and 1.3753 for the GBP for the years ended December 31, 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. | |
Other comprehensive gain (loss) | $ (3,702,963) | $ 180,554 |
Foreign currency transaction gain loss | (12,777) | (69) |
Restricted cash | 25,079 | |
Incurred expenses | 2,191,834 | 1,000,769 |
Research and development expenses | $ 240,731 | $ 2,947,536 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of anti dilutive common shares - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Anti Dilutive Common Shares [Abstract] | |||
Options | 162,956 | 137,050 | 2,500 |
Warrants | 3,435,728 | 557,695 | |
Total potentially dilutive shares | 3,598,684 | 694,745 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Oxford agreements expenses | $ 213,974 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Schedule of Prepaid Expenses [Abstract] | |||
Litigation receivable (Note 11) | $ 1,027,292 | $ 1,937,693 | |
Research and development expense tax credit receivable | 546,563 | 644,513 | |
Professional fees | [1] | 310,017 | 294,577 |
Value-added tax receivable | 48,774 | 24,411 | |
Taxes | 25,634 | 25,634 | |
Other | 49,755 | ||
Total | $ 1,958,280 | $ 2,976,583 | |
[1]In the previously filed Annual Report on Form 10-K for the year ended December 31, 2021, the Insurance line item above included $213,974 of expenses related to Oxford agreements for our CBR Pharma subsidiary. In the current year, those same expenses are grouped into the Professional fees grouping. As such, for comparative purposes, that amount has been moved from the Insurance grouping to the Professional fees grouping for the 2021 period. |
Intangible Assets and Impairm_3
Intangible Assets and Impairment of Long-Lived Assets (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Intangible Assets and Impairment of Long-Lived Assets (Details) [Line Items] | |||||
Amortization expense | $ 109,004 | $ 116,297 | |||
Traded stock (in Dollars per share) | $ 78 | ||||
Market value traded stock | 3.39 | $ 13.3 | $ 16.96 | $ 51.8 | |
Fair market value | 14,674,428 | $ 18,872,850 | |||
Loss on goodwill impairment | 33,547,278 | ||||
Carrying amount | 12,405,084 | ||||
Fair market value of assets | 9,063,000 | ||||
Impaired assets | $ 3,342,084 | ||||
IP R&D asset balance description | This reduced the IP R&D asset balances of its CBR Pharma subsidiary and its 180 LP subsidiary to zero and $9,063,000, respectively, as of December 31, 2022; the total consolidated IP R&D asset balance is $9,063,000 after impairment. | ||||
CBR Pharma [Member] | |||||
Intangible Assets and Impairment of Long-Lived Assets (Details) [Line Items] | |||||
Fair market value | $ 1,462,084 | ||||
Carrying amount | 1,462,084 | ||||
Fair market value of assets | 0 | ||||
180 LP [Member] | |||||
Intangible Assets and Impairment of Long-Lived Assets (Details) [Line Items] | |||||
Fair market value | 1,880,000 | ||||
Carrying amount | 10,943,000 | ||||
Fair market value of assets | $ 9,063,000 |
Intangible Assets and Impairm_4
Intangible Assets and Impairment of Long-Lived Assets (Details) - Schedule of intangible assets - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross asset value | $ 2,081,418 | $ 2,262,469 |
Accumulated amortization | (422,560) | (313,556) |
Net carrying value | $ 1,658,858 | 1,948,913 |
Licensed patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining amortization period in years | 13 years 6 months | |
Gross asset value | $ 596,259 | 603,919 |
Accumulated amortization | (142,654) | (110,759) |
Net carrying value | $ 453,605 | 493,160 |
Technology license [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining amortization period in years | 16 years 7 months 6 days | |
Gross asset value | $ 1,485,159 | 1,658,550 |
Accumulated amortization | (279,906) | (202,797) |
Net carrying value | $ 1,205,253 | $ 1,455,753 |
Intangible Assets and Impairm_5
Intangible Assets and Impairment of Long-Lived Assets (Details) - Schedule of future amortization related to intangible assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Future Amortization Related to Intangible Assets [Abstract] | ||
2023 | $ 109,489 | |
2024 | 109,489 | |
2025 | 109,489 | |
2026 | 109,489 | |
2027 | 109,489 | |
Thereafter | 1,111,413 | |
Total | $ 1,658,858 | $ 1,948,913 |
Intangible Assets and Impairm_6
Intangible Assets and Impairment of Long-Lived Assets (Details) - Schedule of goodwill activity - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | |
CBR Pharma Goodwill [Member] | |||||
Goodwill [Line Items] | |||||
Balance at beginning | $ 8,335,698 | $ 21,350,696 | $ 23,085,278 | $ 23,749,631 | $ 23,749,631 |
Currency translation | 708,713 | (1,750,386) | (1,734,582) | (664,353) | |
Balance before impairment | 9,044,411 | 19,600,310 | |||
Impairment of goodwill | (9,044,411) | (11,264,612) | |||
Balance at ending | 8,335,698 | 21,350,696 | 23,085,278 | ||
180 LP Goodwill [Member] | |||||
Goodwill [Line Items] | |||||
Balance at beginning | 5,630,017 | 13,238,255 | 13,238,255 | 13,238,255 | 13,238,255 |
Currency translation | |||||
Balance before impairment | 5,630,017 | 13,238,255 | |||
Impairment of goodwill | (5,630,017) | (7,608,238) | |||
Balance at ending | 5,630,017 | 13,238,255 | 13,238,255 | ||
Consolidated Goodwill [Member] | |||||
Goodwill [Line Items] | |||||
Balance at beginning | 13,965,715 | 34,588,951 | 36,323,533 | 36,987,886 | 36,987,886 |
Currency translation | 708,713 | (1,750,386) | (1,734,582) | (664,353) | |
Balance before impairment | 14,674,428 | 32,838,565 | |||
Impairment of goodwill | (14,674,428) | (18,872,850) | |||
Balance at ending | 13,965,715 | 34,588,951 | 36,323,533 | ||
CBR Pharma IP R&D Assets [Member] | |||||
Goodwill [Line Items] | |||||
Balance at beginning | 1,347,516 | 1,467,854 | 1,587,106 | 1,632,780 | 1,632,780 |
Currency translation | 114,568 | (120,338) | (119,252) | (45,674) | |
Balance before impairment | 1,462,084 | ||||
Impairment of IP R&D assets | (1,462,084) | ||||
Balance at ending | 1,347,516 | 1,467,854 | 1,587,106 | ||
180 LP IP R&D Assets | |||||
Goodwill [Line Items] | |||||
Balance at beginning | 10,943,000 | 10,943,000 | 10,943,000 | 10,943,000 | 10,943,000 |
Currency translation | |||||
Balance before impairment | 10,943,000 | ||||
Impairment of IP R&D assets | (1,880,000) | ||||
Balance at ending | 9,063,000 | 10,943,000 | 10,943,000 | 10,943,000 | 9,063,000 |
Consolidated IP R&D Assets [Member] | |||||
Goodwill [Line Items] | |||||
Balance at beginning | 12,290,516 | 12,410,854 | 12,530,106 | 12,575,780 | 12,575,780 |
Currency translation | 114,568 | (120,338) | (119,252) | (45,674) | |
Balance before impairment | 12,405,084 | ||||
Impairment of IP R&D assets | (3,342,084) | ||||
Balance at ending | $ 9,063,000 | $ 12,290,516 | $ 12,410,854 | $ 12,530,106 | $ 9,063,000 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Accrued expenses related parties | $ 188,159 | $ 18,370 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of accrued expenses - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Schedule of Accrued Expenses [Abstract] | |||
Consulting fees | $ 531,829 | $ 548,281 | |
Professional fees | 3,945 | 252,973 | |
Litigation accrual | [1] | 125,255 | 300,000 |
Employee and director compensation | 1,558,024 | 725,569 | |
Research and development fees | 22,023 | 91,737 | |
Interest | 36,422 | 25,433 | |
Other | 7,018 | 20,587 | |
Total | $ 2,284,516 | $ 1,964,580 | |
[1] See Note 11 - Commitments and Contingencies, Potential Legal Matters |
Accrued Issuable Equity (Detail
Accrued Issuable Equity (Details) | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Accrued Issuable Equity [Abstract] | |
Aggregate value of common shares on monthly basis | $ 5,000 |
Aggregate value of common shares at end of each quarter | 30,000 |
Accrued issuable equity related to services | $ 43,095 |
Accrued Issuable Equity (Deta_2
Accrued Issuable Equity (Details) - Schedule of accrued issuable equity activity | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Schedule of Accrued Issuable Equity Activity [Abstract] | |
Balance at beginning | $ 43,095 |
Reclassification to equity | (43,095) |
Balance at Ending |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Mar. 12, 2021 | Nov. 06, 2020 | Jul. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | Feb. 23, 2021 | |
Derivative Liabilities (Details) [Line Items] | |||||||
Business combination warrants value | $ 0 | ||||||
Fair value of derivative liabilities | 6,474,200 | ||||||
Warrant revalued | 400 | ||||||
Exercise price per share (in Dollars per share) | $ 100 | $ 150 | |||||
Beneficial ownership | 4.99% | ||||||
Fair value of warrants | $ 43,561 | ||||||
Public SPAC Warrants [Member] | |||||||
Derivative Liabilities (Details) [Line Items] | |||||||
Warrant, description | Each Public SPAC Warrant entitles the holder to purchase one-fortieth of one share of the Company’s common stock at an exercise price of $5.75 per 1/40th of one share, or $230.00 per whole share, subject to adjustment. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants are currently exercisable and will expire on November 6, 2025, or earlier upon redemption or liquidation. The Company may redeem the Public Warrants, in whole and not in part, at a price of $0.01 per Public Warrant upon 30 days’ notice (“30-day redemption period”), only in the event that the last sale price of the common stock equals or exceeds $360.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of redemption is given, provided there is an effective registration statement with respect to the shares of common stock underlying such Public Warrants and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. | ||||||
Business combination warrants value | $ 1,978,000 | ||||||
SPAC warrants | 31,625 | $ 8,048,850 | |||||
Fair value of derivative liabilities | 8,017,225 | 4,253,850 | |||||
PIPE Warrants [Member] | |||||||
Derivative Liabilities (Details) [Line Items] | |||||||
Fair value of derivative liabilities | 778,536 | ||||||
Purchase of shares of common stock (in Shares) | 128,200 | ||||||
Exercise price per share (in Dollars per share) | $ 100 | ||||||
Fair value of PIPE warrants | $ 7,294,836 | ||||||
Warrant revalued | 42,100 | $ 6,516,300 | |||||
Alpha Warrant [Member] | |||||||
Derivative Liabilities (Details) [Line Items] | |||||||
Fair value of PIPE warrants | $ 95,677 | ||||||
Purchase of aggregate shares (in Shares) | 1,250 | ||||||
Exercise price per share (in Dollars per share) | $ 141.4 | ||||||
Beneficial ownership | 4.99% | ||||||
IPO [Member] | Public SPAC Warrants [Member] | |||||||
Derivative Liabilities (Details) [Line Items] | |||||||
Aggregate amount (in Shares) | 11,500,000 | ||||||
Private Placement [Member] | |||||||
Derivative Liabilities (Details) [Line Items] | |||||||
Aggregate amount (in Shares) | 502,500 | ||||||
Warrant, description | Each Private Warrant entitles the holder to purchase one-fortieth of one share of the Company’s common stock at an exercise price of $5.75 per 1/40th of one share, or $230.00 per whole share, subject to adjustment. No fractional shares will be issued upon exercise of the warrants. The Private Warrants are currently exercisable and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Private Warrants are non-redeemable so long as they are held by original holders or their permitted transferees. If the Private Warrants are held by other parties, the Company may redeem the Private Warrants, in whole and not in part, at a price of $0.01 per Warrant upon 30 days’ notice (“30-day redemption period”), only in the event that the last sale price of the common stock equals or exceeds $360.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of redemption is given, provided there is an effective registration statement with respect to the shares of common stock underlying such Warrants and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. | ||||||
Business combination warrants value | $ 587,925 | ||||||
SPAC warrants | $ 467,325 | ||||||
Fair value of derivative liabilities | 466,069 | 211,050 | |||||
Fair value of derivative liabilities | 1,256 | ||||||
Fair value of warrants | 52,116 | ||||||
Private Warrants [Member] | |||||||
Derivative Liabilities (Details) [Line Items] | |||||||
Business combination warrants value | 43,561 | ||||||
AGP Warrant [Member] | |||||||
Derivative Liabilities (Details) [Line Items] | |||||||
Fair value of derivative liabilities | $ 143,931 | 21,564 | |||||
Exercise price per share (in Dollars per share) | $ 105.6 | ||||||
Warrant revalued | $ 144,331 | ||||||
Purchase of aggregate shares (in Shares) | 3,183 | 3,183 | |||||
Exercise price per share (in Dollars per share) | $ 105.6 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details) - Schedule of derivative liabilities | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Debt Conversion [Line Items] | |
Beginning balance | $ 15,220,367 |
Change in fair value of derivative liabilities | (15,144,986) |
Ending balance | 75,381 |
Public SPAC Warrants [Member] | |
Debt Conversion [Line Items] | |
Beginning balance | 8,048,850 |
Change in fair value of derivative liabilities | (8,017,225) |
Ending balance | 31,625 |
Private SPAC Warrants [Member] | |
Debt Conversion [Line Items] | |
Beginning balance | 467,325 |
Change in fair value of derivative liabilities | (466,069) |
Ending balance | 1,256 |
PIPE Warrants [Member] | |
Debt Conversion [Line Items] | |
Beginning balance | 6,516,300 |
Change in fair value of derivative liabilities | (6,474,200) |
Ending balance | 42,100 |
Other Warrants [Member] | |
Debt Conversion [Line Items] | |
Beginning balance | 187,892 |
Change in fair value of derivative liabilities | (187,492) |
Ending balance | 400 |
Convertible Notes Payable [Member] | |
Debt Conversion [Line Items] | |
Beginning balance | |
Change in fair value of derivative liabilities | |
Ending balance |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details) - Schedule of fair value of Level 3 derivative liabilities (except the Public Special Purpose Acquisition Companies (“SPAC”) warrants as defined below, which are Level 1 derivative liabilities that are measured at fair value on a recurring basis | 12 Months Ended | |
Dec. 31, 2021 USD ($) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 4,442,970 | |
Extinguishment of derivative liabilities in connection with conversion of debt | (591,203) | [1] |
Warrants issued in connection with the financing | 7,294,836 | |
Warrants issued relates to Alpha settlement | 95,677 | [1] |
Extinguishment of derivative liabilities in connection with the Alpha settlement | (699,301) | [1] |
Change in fair value of derivative liabilities | 4,677,388 | |
Ending balance | 15,220,367 | |
Public SPAC Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 3,795,000 | |
Extinguishment of derivative liabilities in connection with conversion of debt | [1] | |
Warrants issued in connection with the financing | ||
Warrants issued relates to Alpha settlement | [1] | |
Extinguishment of derivative liabilities in connection with the Alpha settlement | [1] | |
Change in fair value of derivative liabilities | 4,253,850 | |
Ending balance | 8,048,850 | |
Private SPAC Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 256,275 | |
Extinguishment of derivative liabilities in connection with conversion of debt | [1] | |
Warrants issued in connection with the financing | ||
Warrants issued relates to Alpha settlement | [1] | |
Extinguishment of derivative liabilities in connection with the Alpha settlement | [1] | |
Change in fair value of derivative liabilities | 211,050 | |
Ending balance | 467,325 | |
PIPE Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | ||
Extinguishment of derivative liabilities in connection with conversion of debt | [1] | |
Warrants issued in connection with the financing | 7,294,836 | |
Warrants issued relates to Alpha settlement | [1] | |
Extinguishment of derivative liabilities in connection with the Alpha settlement | [1] | |
Change in fair value of derivative liabilities | (778,536) | |
Ending balance | 6,516,300 | |
Other Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 165,895 | |
Extinguishment of derivative liabilities in connection with conversion of debt | [1] | |
Warrants issued in connection with the financing | ||
Warrants issued relates to Alpha settlement | 95,677 | [1] |
Extinguishment of derivative liabilities in connection with the Alpha settlement | [1] | |
Change in fair value of derivative liabilities | (73,680) | |
Ending balance | 187,892 | |
Convertible Notes [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 225,800 | |
Extinguishment of derivative liabilities in connection with conversion of debt | (591,203) | [1] |
Warrants issued in connection with the financing | ||
Warrants issued relates to Alpha settlement | [1] | |
Extinguishment of derivative liabilities in connection with the Alpha settlement | (699,301) | [1] |
Change in fair value of derivative liabilities | 1,064,704 | |
Ending balance | ||
[1]See Note 10 – Convertible Notes Payable |
Derivative Liabilities (Detai_4
Derivative Liabilities (Details) - Schedule of option pricing models | 1 Months Ended | 12 Months Ended | |||
Mar. 12, 2021 | Jul. 29, 2021 | Feb. 23, 2021 | Feb. 05, 2021 | Dec. 31, 2022 | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |||||
Risk-free interest rate | 0.68% | 0.37% | 0.59% | ||
Expected term in years | 3 years 10 months 2 days | 3 years | 5 years | ||
Expected volatility | 85% | 85% | 85% | ||
Expected dividends | 0% | 0% | 0% | 0% | 0% |
Minimum [Member] | |||||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |||||
Risk-free interest rate | 0% | 2.30% | |||
Expected term in years | 7 days | 1 year 7 months 2 days | |||
Expected volatility | 120% | 76% | |||
Maximum [Member] | |||||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |||||
Risk-free interest rate | 0.14% | 4.50% | |||
Expected term in years | 2 months 4 days | 3 years 10 months 24 days | |||
Expected volatility | 161% | 105% |
Derivative Liabilities (Detai_5
Derivative Liabilities (Details) - Schedule of warrant activity - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Schedule Of Warrant Activity Abstract | |||
Number of Warrants Outstanding, Beginning balance | 577,695 | 303,245 | |
Weighted Average Exercise Price Outstanding, Beginning balance | $ 181.2 | $ 228.69 | |
Weighted Average Remaining Life in Years Outstanding, Beginning balance | 4 years 10 months 24 days | ||
Intrinsic Value, Outstanding, Beginning balance | |||
Number of Warrants Outstanding, Ending balance | 3,435,728 | 577,695 | |
Weighted Average Exercise Price Outstanding, Ending balance | $ 33.94 | $ 181.2 | |
Weighted Average Remaining Life in Years Outstanding, Ending balance | 5 years 1 month 6 days | 4 years 1 month 6 days | |
Intrinsic Value Outstanding, Ending balance | |||
Number of Warrants, Exercisable | 577,695 | ||
Weighted Average Exercise Price, Exercisable | $ 181.28 | ||
Weighted Average Remaining Life in Years, Exercisable | 3 years 1 month 6 days | ||
Intrinsic Value, Exercisable | |||
Number of Warrants, Issued | 4,508,923 | 254,450 | |
Weighted Average Exercise Price, Issued | $ 3.44 | $ 124.77 | |
Weighted Average Remaining Life in Years, Issued | 5 years 4 months 24 days | ||
Number of Warrants, Exercised | (1,630,890) | ||
Weighted Average Exercise Price, Exercised | $ 0.0001 | ||
Weighted Average Remaining Life in Years, Exercised | [1] | ||
Number of Warrants, Cancelled | |||
Weighted Average Exercise Price, Cancelled | |||
Number of Warrants, Expired | |||
Weighted Average Exercise Price, Expired | |||
[1]Note that the 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_6
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | ||
Warrants Outstanding Number of Shares | 3,435,728 | 577,695 |
Warrants Exercisable Weighted Average Remaining Life in Years | 3 years 1 month 6 days | 4 years 1 month 6 days |
Warrants Exercisable Number of Shares | 577,695 | 577,695 |
100.00 [Member] | ||
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | ||
Warrants Outstanding Exercise Price (in Dollars per share) | $ 100 | $ 100 |
Warrants Outstanding Number of Shares | 128,200 | 128,200 |
Warrants Exercisable Weighted Average Remaining Life in Years | 3 years 2 months 12 days | 4 years 2 months 12 days |
Warrants Exercisable Number of Shares | 128,200 | 128,200 |
105.60 [Member] | ||
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | ||
Warrants Outstanding Exercise Price (in Dollars per share) | $ 105.6 | $ 105.6 |
Warrants Outstanding Number of Shares | 3,183 | 3,183 |
Warrants Exercisable Weighted Average Remaining Life in Years | 2 years 3 months 18 days | 3 years 3 months 18 days |
Warrants Exercisable Number of Shares | 3,183 | 3,183 |
141.40 [Member] | ||
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | ||
Warrants Outstanding Exercise Price (in Dollars per share) | $ 141.4 | $ 141.4 |
Warrants Outstanding Number of Shares | 1,250 | 1,250 |
Warrants Exercisable Weighted Average Remaining Life in Years | 1 year 7 months 6 days | 2 years 7 months 6 days |
Warrants Exercisable Number of Shares | 1,250 | 1,250 |
150.00 [Member] | ||
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | ||
Warrants Outstanding Exercise Price (in Dollars per share) | $ 150 | $ 150 |
Warrants Outstanding Number of Shares | 125,000 | 125,000 |
Warrants Exercisable Weighted Average Remaining Life in Years | 3 years 7 months 6 days | 4 years 7 months 6 days |
Warrants Exercisable Number of Shares | 125,000 | 125,000 |
230.00 [Member] | ||
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | ||
Warrants Outstanding Exercise Price (in Dollars per share) | $ 230 | $ 230 |
Warrants Outstanding Number of Shares | 300,062 | 300,062 |
Warrants Exercisable Weighted Average Remaining Life in Years | 2 years 10 months 24 days | 3 years 10 months 24 days |
Warrants Exercisable Number of Shares | 300,062 | 300,062 |
21.20 [Member] | ||
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | ||
Warrants Outstanding Exercise Price (in Dollars per share) | $ 21.2 | |
Warrants Outstanding Number of Shares | 306,604 | |
Warrants Exercisable Number of Shares | ||
3.50 [Member] | ||
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | ||
Warrants Outstanding Exercise Price (in Dollars per share) | $ 3.5 | |
Warrants Outstanding Number of Shares | 2,571,429 | |
Warrants Exercisable Number of Shares |
Loans Payable (Details)
Loans Payable (Details) | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 10, 2021 USD ($) | Aug. 05, 2021 USD ($) | Mar. 03, 2021 USD ($) | Feb. 10, 2021 USD ($) | Jun. 12, 2020 USD ($) | Jun. 10, 2020 USD ($) | Jun. 10, 2020 GBP (£) | May 19, 2021 USD ($) | May 31, 2020 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 GBP (£) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 GBP (£) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 GBP (£) | May 27, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Loans Payable (Details) [Line Items] | |||||||||||||||||
Financed in loans payable | $ 1,060,890 | ||||||||||||||||
Accrued interest | $ 12,452 | 1,051 | £ 778 | ||||||||||||||
Interest expense | $ 1,636 | £ 778 | |||||||||||||||
Repaid amount | $ 41,312 | ||||||||||||||||
Maximum loan amount (in Pounds) | £ | £ 50,000 | ||||||||||||||||
Aggregate principal amount | $ 150,000 | ||||||||||||||||
Interest percentage | 15% | ||||||||||||||||
Maturity date | Aug. 31, 2021 | ||||||||||||||||
Aggregate amount | 162,452 | ||||||||||||||||
Principal amount | $ 150,000 | $ 432,699 | |||||||||||||||
Directors and officers insurance policy | 655,593 | ||||||||||||||||
Bounce back loan scheme | 4,724 | ||||||||||||||||
First assurance funding to finance | $ 1,618,443 | ||||||||||||||||
Total D&O insurance amount | $ 2,005,502 | ||||||||||||||||
Monthly installment loans | $ 161,844 | ||||||||||||||||
Loans payable percentage | 10% | 10% | |||||||||||||||
Exchange an aggregate principal amount | $ 433,374 | ||||||||||||||||
Aggregate accrued interest | $ 61,530 | ||||||||||||||||
Aggregate shares (in Shares) | shares | 4,124 | ||||||||||||||||
Common stock price (in Dollars per share) | $ / shares | $ 120 | ||||||||||||||||
Interest expense on loans payable, description. | For the year ended December 31, 2022, the Company recognized interest expense and interest income — related parties associated with outstanding loans, of $14,156 and $1,490, respectively. For the year ended December 31, 2021, the Company recognized interest expense and interest expense — related parties associated with outstanding loans, of $24,019 and $38,874, respectively. As of December 31, 2022, the Company had accrued interest and accrued interest — related parties associated with outstanding loans, of $37,960 and $16,770, respectively. See Note 14 — Related Parties for additional details. As of December 31, 2021, the Company had accrued interest and accrued interest — related parties associated with outstanding loans, of $24,212 and $812, respectively. See Note 14 — Related Parties for additional details. | For the year ended December 31, 2022, the Company recognized interest expense and interest income — related parties associated with outstanding loans, of $14,156 and $1,490, respectively. For the year ended December 31, 2021, the Company recognized interest expense and interest expense — related parties associated with outstanding loans, of $24,019 and $38,874, respectively. As of December 31, 2022, the Company had accrued interest and accrued interest — related parties associated with outstanding loans, of $37,960 and $16,770, respectively. See Note 14 — Related Parties for additional details. As of December 31, 2021, the Company had accrued interest and accrued interest — related parties associated with outstanding loans, of $24,212 and $812, respectively. See Note 14 — Related Parties for additional details. | |||||||||||||||
PPP Loans [Member] | |||||||||||||||||
Loans Payable (Details) [Line Items] | |||||||||||||||||
Loan proceeds | $ 53,051 | ||||||||||||||||
Interest percentage | 1% | ||||||||||||||||
Loan forgiveness amount | $ 9,670 | $ 51,051 | |||||||||||||||
Financed in loans payable | $ 2,000 | ||||||||||||||||
Accrued interest | 163 | ||||||||||||||||
Interest expense | 1,051 | ||||||||||||||||
Bounce Back Loan Scheme [Member] | |||||||||||||||||
Loans Payable (Details) [Line Items] | |||||||||||||||||
Interest percentage | 2.50% | ||||||||||||||||
Accrued interest | $ 702 | £ 514 | |||||||||||||||
Interest expense | $ 702 | £ 514 | |||||||||||||||
Cash proceed | $ 64,353 | £ 50,000 |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of loans payable activity - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | |||
Loans Payable (Details) - Schedule of loans payable activity [Line Items] | ||||
Principal beginning balance | $ 1,876,244 | $ 1,082,209 | ||
Adjustments | 66,324 | (11,670) | ||
Principal Repaid in Cash | (1,657,359) | (810,386) | ||
New Issuances | 1,060,890 | 1,618,443 | ||
Effect of Foreign Exchange Rates | (6,394) | (2,352) | ||
Principal ending balance | 1,339,705 | 1,876,244 | ||
Less: Principal beginning balance loans payable – current portion | 1,828,079 | 968,446 | ||
Less: Principal ending balance loans payable – current portion | 1,308,516 | 1,828,079 | ||
Principal beginning balance Loans payable – non-current portion | 48,165 | 113,763 | ||
Principal ending balance Loans payable – non-current portion | 31,189 | 48,165 | ||
Paycheck Protection Program [Member] | ||||
Loans Payable (Details) - Schedule of loans payable activity [Line Items] | ||||
Principal beginning balance | 41,312 | 53,051 | ||
Adjustments | (11,670) | |||
Principal Repaid in Cash | (41,312) | (69) | ||
New Issuances | ||||
Effect of Foreign Exchange Rates | ||||
Principal ending balance | 41,312 | |||
Bounce Back Loan Scheme [Member] | ||||
Loans Payable (Details) - Schedule of loans payable activity [Line Items] | ||||
Principal beginning balance | 61,169 | 68,245 | ||
Adjustments | ||||
Principal Repaid in Cash | (11,646) | (4,724) | ||
New Issuances | ||||
Effect of Foreign Exchange Rates | (6,394) | (2,352) | ||
Principal ending balance | 43,129 | 61,169 | ||
First Assurance – 2021 [Member] | ||||
Loans Payable (Details) - Schedule of loans payable activity [Line Items] | ||||
Principal beginning balance | 1,618,443 | |||
Adjustments | [1] | (14,042) | ||
Principal Repaid in Cash | (1,604,401) | |||
New Issuances | ||||
Principal ending balance | 1,618,443 | |||
First Assurance – 2022 [Member] | ||||
Loans Payable (Details) - Schedule of loans payable activity [Line Items] | ||||
Principal beginning balance | ||||
Adjustments | ||||
Principal Repaid in Cash | ||||
New Issuances | 1,060,890 | |||
Effect of Foreign Exchange Rates | ||||
Principal ending balance | 1,060,890 | |||
Other loans payable [Member] | ||||
Loans Payable (Details) - Schedule of loans payable activity [Line Items] | ||||
Principal beginning balance | 155,320 | 155,320 | ||
Adjustments | 80,366 | [2] | ||
Principal Repaid in Cash | ||||
New Issuances | ||||
Effect of Foreign Exchange Rates | ||||
Principal ending balance | 235,686 | 155,320 | ||
Kingsbrook [Member] | ||||
Loans Payable (Details) - Schedule of loans payable activity [Line Items] | ||||
Principal beginning balance | 150,000 | |||
Adjustments | ||||
Principal Repaid in Cash | (150,000) | |||
New Issuances | ||||
Effect of Foreign Exchange Rates | ||||
Principal ending balance | ||||
First Assurance - 2020 [Member] | ||||
Loans Payable (Details) - Schedule of loans payable activity [Line Items] | ||||
Principal beginning balance | $ 1,618,443 | 655,593 | ||
Adjustments | ||||
Principal Repaid in Cash | (655,593) | |||
New Issuances | 1,618,443 | |||
Effect of Foreign Exchange Rates | ||||
Principal ending balance | $ 1,618,443 | |||
[1]Note that this amount was related to finance charges and was reclassified.[2]Note that this amount was reclassified from related party payables. |
Loans Payable (Details) - Sch_2
Loans Payable (Details) - Schedule of loans payable of current portion - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Debt Instrument [Line Items] | |||
Loans payable current portion | $ 1,308,516 | $ 1,828,079 | |
Loan payable issued September 18, 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 8% | ||
Loans payable current portion | $ 50,000 | 50,000 | |
Loan payable issued September 18, 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 8% | ||
Loans payable current portion | $ 50,000 | ||
Loan payable issued October 8, 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 0% | ||
Loans payable current portion | $ 4,000 | ||
Loan payable issued October 29, 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 8% | ||
Loans payable current portion | $ 69,250 | 69,250 | |
Loan payable issued December 31, 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 0% | ||
Loans payable current portion | $ 5,000 | ||
Loan payable issued February 5, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 8% | ||
Loans payable current portion | $ 3,500 | 3,500 | |
Loan payable issued February 5, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 8% | ||
Loans payable current portion | $ 3,500 | ||
Loan payable issued March 31, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 8% | ||
Loans payable current portion | $ 4,537 | 4,537 | |
Loan payable issued March 31, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 8% | ||
Loans payable current portion | $ 4,537 | ||
Loan payable issued June 8, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 8% | ||
Loans payable current portion | 5,000 | ||
Loan payable issued June 8, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 0% | ||
Loans payable current portion | $ 5,000 | 5,000 | |
Loan payable issued June 17, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 8% | ||
Loans payable current portion | $ 485 | ||
Loan payable issued July 15, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | [1] | 8% | |
Loans payable current portion | [1] | $ 4,695 | 4,695 |
Loan payable issued July 15, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 8% | ||
Loans payable current portion | $ 5,503 | ||
Loan payable issued October 8, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | [1] | 8% | |
Loans payable current portion | [1] | $ 7,798 | |
Loan payable issued October 13, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 8% | ||
Loans payable current portion | $ 13,337 | 13,337 | |
Loan payable issued October 14, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 8% | ||
Loans payable current portion | $ 4,544 | ||
Current portion of PPP Loans [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | [2] | 1% | |
Loans payable current portion | [2] | 41,312 | |
Current portion of Bounce Back Loans [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | [2] | 1% | |
Loans payable current portion | [2] | $ 11,940 | 13,005 |
First Assurance Funding payable issued December 10, 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | [3] | 2% | |
Loans payable current portion | [3] | $ 1,060,890 | $ 1,618,443 |
[1] These loans are denominated in currencies other than USD. See Loans Payable, Non-Current Portion for a description of the PPP Loans and the Bounce Back Loans. |
Loans Payable (Details) - Sch_3
Loans Payable (Details) - Schedule of non-current loans payable - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Loans Payable (Details) - Schedule of non-current loans payable [Line Items] | ||
Loans payable Non current portion | $ 43,129 | $ 102,482 |
Less: Current portions of BBLS/PPP loans, respectively (see above) | (11,940) | (54,317) |
Non-current portion | $ 31,189 | 48,165 |
PPP loan payable issued May 5, 2020 [Member] | ||
Loans Payable (Details) - Schedule of non-current loans payable [Line Items] | ||
Simple interest rate | 1% | |
Loans payable Non current portion | 41,312 | |
Maturity date | May 04, 2022 | |
BBLS loan payable issued June 10, 2020 [Member] | ||
Loans Payable (Details) - Schedule of non-current loans payable [Line Items] | ||
Simple interest rate | 2.50% | |
Loans payable Non current portion | $ 43,129 | $ 61,170 |
Maturity date | Jun. 10, 2026 |
Loans Payable (Details) - Sch_4
Loans Payable (Details) - Schedule of related party loans payable - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | |||
Related Party Transaction [Line Items] | ||||
Loans payable, related parties | [1] | $ 81,277 | ||
Loan payable issued September 18, 2019 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Simple Interest Rate | 8% | |||
Loans payable, related parties | [1] | 50,000 | ||
Loan payable issued October 8, 2019 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Simple Interest Rate | 0% | |||
Loans payable, related parties | [1] | 4,000 | ||
Loan payable issued February 5, 2020 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Simple Interest Rate | 8% | |||
Loans payable, related parties | [1] | 3,500 | ||
Loan payable issued March 31, 2020 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Simple Interest Rate | 8% | |||
Loans payable, related parties | [1] | 4,537 | ||
Loan payable issued June 17, 2020 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Simple Interest Rate | 8% | |||
Loans payable, related parties | [1] | 485 | ||
Loan payable issued July 15, 2020 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Simple Interest Rate | 8% | |||
Loans payable, related parties | [1] | 5,503 | ||
Loan payable issued October 8, 2020 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Simple Interest Rate | [2] | 8% | ||
Loans payable, related parties | [2] | [1] | 8,708 | |
Loan payable issued October 14, 2020 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Simple Interest Rate | 8% | |||
Loans payable, related parties | [1] | $ 4,544 | ||
[1]The loan payables listed belong to holders that are no longer considered related parties as of this date.[2]These are loans denominated in currencies other than USD. |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jul. 29, 2021 | Feb. 03, 2021 | Oct. 07, 2020 | Sep. 08, 2020 | Jun. 12, 2020 | Jun. 12, 2020 | Jan. 03, 2020 | Dec. 27, 2019 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Convertible Notes Payable (Details) [Line Items] | ||||||||||||
Interest expense on convertible debt | $ 0 | |||||||||||
Principal amount | $ 0 | $ 260,000 | ||||||||||
Interest expenses | $ 213,974 | |||||||||||
Secured convertible promissory note | $ 7,500 | $ 1,657,522 | $ 1,657,522 | |||||||||
Secured convertible promissory note, percentage | 1,250% | 10% | ||||||||||
Senior secured convertible promissory note | $ 138,889 | $ 138,889 | ||||||||||
Senior secured convertible promissory note, percentage | 10% | |||||||||||
Shares of common stock (in Shares) | 5,000 | 1,250 | 1,250 | 23,357 | ||||||||
Debt discount | $ 800,421 | $ 685,615 | $ 685,615 | |||||||||
Maturity date | Aug. 31, 2021 | |||||||||||
Conversion price (in Dollars per share) | $ 105.6 | |||||||||||
Interest expense | $ 36,422 | $ 25,433 | ||||||||||
Secured convertible promissory note,percentage | 10% | |||||||||||
Aggregate principal balance | $ 1,234,333 | |||||||||||
Accrued interest | 105,850 | |||||||||||
Fair value amount | 1,941,124 | |||||||||||
Common stock exercise price (in Dollars per share) | $ 141.4 | |||||||||||
Share warrants aggregate value | $ 1,156,177 | |||||||||||
Fair value of the common stock | 1,060,500 | |||||||||||
Fair value of the alpha warrant | 95,677 | |||||||||||
Bridge notes issued | $ 82,500 | $ 250,000 | ||||||||||
Aggregate outstanding principal of convertible notes | $ 332,500 | $ 332,500 | ||||||||||
KBL commons stock (in Shares) | 17,500,000 | 17,500,000 | ||||||||||
Conversion price of convertible debt (in Dollars per share) | $ 6 | $ 6 | ||||||||||
Discounted note conversion price | 60% | 60% | ||||||||||
Bridge notes interest rate | 15% | 15% | ||||||||||
Convertible promissory note, description | Pursuant to the terms of the Amended Bridge Notes, the principal under each Amended Bridge Note is increased by 10%, which can be converted; the number of conversion shares is equal to (A) the outstanding principal amount plus interest being converted, divided by (B) the lesser of (i) $4.23 per share or (ii) the per share price equal to 0.60 multiplied by the per share price of one share of common stock sold by the Company as part of a PIPE transaction. | |||||||||||
Percentage of amendment or modification in cash flows | 10% | |||||||||||
Aggregate of shares of common stock | the holders of the Company’s convertible bridge notes, which were issued on December 27, 2019 and January 3, 2020 to various purchasers, converted an aggregate of $432,384, which included accrued interest of $66,633 owed under such convertible bridge notes, into an aggregate of 7,920 shares of common stock pursuant to the terms of such notes, as amended, at a conversion price of $54.60 per share. | |||||||||||
Accrued interest | $ 96,208 | |||||||||||
Converted into common stock (in Shares) | 2,969 | |||||||||||
Minimum [Member] | ||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||
Conversion price (in Dollars per share) | $ 49 | |||||||||||
Maximum [Member] | ||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||
Conversion price (in Dollars per share) | $ 65.8 | |||||||||||
Business Combination [Member] | ||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||
Amortized interest expense | $ 1,111,111 | |||||||||||
Dominion Capital LLC [Member] | ||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||
Conversion price (in Dollars per share) | $ 105.6 | |||||||||||
Interest expenses | $ 31,080 | |||||||||||
KBL Convertible [Member] | ||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||
Convertible promissory note, description | KBL entered into a $1,666,667 10% Secured Convertible Promissory Note and $138,889 10% Senior Secured Convertible Extension Promissory Note (together the “Dominion Convertible Promissory Notes”) with Dominion Capital LLC (“Dominion”), which was issued to Dominion in conjunction with 20,000 shares of common stock (the “Dominion Commitment Shares”) and assumed a discount of $722,996, which has been amortized to interest expense over the term of the debt. | |||||||||||
Alpha Convertible Promissory Note [Member] | ||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||
Notice period | Upon closing of the Business Combination, the Dominion (defined below), Kingsbrook and Alpha (defined below) Convertible Promissory Notes were assumed. | |||||||||||
Maturity date | Apr. 07, 2021 | |||||||||||
Conversion price (in Dollars per share) | $ 105.6 | |||||||||||
Interest expense | 270,000 | $ 58,510 | ||||||||||
Amortization of debt discount | 10,000 | |||||||||||
Accrued interest on convertible debt | $ 1,873 | |||||||||||
Kingsbrook Convertible Promissory Note [Member] | ||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||
Maturity date | Feb. 11, 2021 | |||||||||||
Interest expense | $ 10,010 | |||||||||||
Alpha Capital Note [Member] | ||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||
Aggregate carrying value | $ 1,156,177 | |||||||||||
Interest on Convertible Notes [Member] | ||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||
Interest expense | 109,767 | |||||||||||
Amortization of debt discount | $ 42,529 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Dominion Convertible Promissory Note [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |
Effective Date | Jun. 12, 2020 |
Maturity Date (as amended, if applicable) | Feb. 11, 2021 |
01/01/21 Principal Balance | $ 833,334 |
Impact of Extinguishment | |
Conversions to Common Stock (in Shares) | shares | (833,334) |
Common Shares Issued | $ 16,920 |
12/31/21 Principal Balance | |
Kingsbrook Convertible Promissory Note [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |
Effective Date | Jun. 12, 2020 |
Maturity Date (as amended, if applicable) | Feb. 11, 2021 |
01/01/21 Principal Balance | $ 101,000 |
Impact of Extinguishment | |
Conversions to Common Stock (in Shares) | shares | (101,000) |
Common Shares Issued | $ 1,689 |
12/31/21 Principal Balance | |
Alpha Capital Convertible Promissory Note [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |
Effective Date | Jun. 12, 2020 |
Maturity Date (as amended, if applicable) | Feb. 11, 2021 |
01/01/21 Principal Balance | $ 616,111 |
Impact of Extinguishment | $ (316,111) |
Conversions to Common Stock (in Shares) | shares | (300,000) |
Common Shares Issued | $ 4,748 |
12/31/21 Principal Balance | |
Bridge Note One [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |
Effective Date | Dec. 27, 2019 |
Maturity Date (as amended, if applicable) | Aug. 28, 2021 |
01/01/21 Principal Balance | $ 365,750 |
Impact of Extinguishment | |
Conversions to Common Stock (in Shares) | shares | (365,750) |
Common Shares Issued | $ 7,915 |
12/31/21 Principal Balance | |
Convertible Debt [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |
01/01/21 Principal Balance | 1,916,195 |
Impact of Extinguishment | $ (316,111) |
Conversions to Common Stock (in Shares) | shares | (1,600,084) |
Common Shares Issued | $ 31,272 |
12/31/21 Principal Balance |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details) - Schedule of convertible notes payable related parties | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
180 LP Convertible Note [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible notes payable related parties [Line Items] | |
Effective Date | Sep. 24, 2013 |
Maturity Date (as amended, if applicable) | Sep. 25, 2015 |
Opening Principal Balance | $ 160,000 |
Debt Issued | |
Unpaid Interest Capitalized to Principal | |
Settlement Debt | |
Conversions to Common Stock | (160,000) |
Ending Principal Balance | |
180 LP Convertible Note two [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible notes payable related parties [Line Items] | |
Effective Date | Jun. 16, 2014 |
Maturity Date (as amended, if applicable) | Jun. 16, 2017 |
Opening Principal Balance | $ 10,000 |
Debt Issued | |
Unpaid Interest Capitalized to Principal | |
Settlement Debt | (10,000) |
Conversions to Common Stock | |
Ending Principal Balance | |
180 LP Convertible Note three [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible notes payable related parties [Line Items] | |
Effective Date | Jul. 08, 2014 |
Maturity Date (as amended, if applicable) | Jul. 08, 2017 |
Opening Principal Balance | $ 100,000 |
Debt Issued | |
Unpaid Interest Capitalized to Principal | |
Settlement Debt | |
Conversions to Common Stock | (100,000) |
Ending Principal Balance | |
Debt total [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible notes payable related parties [Line Items] | |
Opening Principal Balance | 270,000 |
Debt Issued | |
Unpaid Interest Capitalized to Principal | |
Settlement Debt | (10,000) |
Conversions to Common Stock | (260,000) |
Ending Principal Balance |
Convertible Notes Payable (De_4
Convertible Notes Payable (Details) - Schedule of convertible promissory notes - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Dominion [Member] | ||
Convertible Notes Payable (Details) - Schedule of convertible promissory notes [Line Items] | ||
Principal, Balance at Ending | $ 833,334 | |
Debt Discount, Balance at Ending | ||
Net, Balance at Ending | 833,334 | |
Principal, Impact of conversion | (833,334) | |
Debt Discount, Impact of conversion | ||
Net, Impact of conversion | (833,334) | |
Kingsbrook [Member] | ||
Convertible Notes Payable (Details) - Schedule of convertible promissory notes [Line Items] | ||
Principal, Balance at Ending | 101,000 | |
Debt Discount, Balance at Ending | ||
Net, Balance at Ending | 101,000 | |
Principal, Impact of conversion | (101,000) | |
Debt Discount, Impact of conversion | ||
Net, Impact of conversion | (101,000) | |
Alpha [Member] | ||
Convertible Notes Payable (Details) - Schedule of convertible promissory notes [Line Items] | ||
Principal, Balance at Ending | 616,111 | |
Debt Discount, Balance at Ending | ||
Net, Balance at Ending | $ 616,111 | |
Principal, Impact of extinguishment | (316,111) | |
Debt Discount, Impact of extinguishment | ||
Net, Impact of extinguishment | (316,111) | |
Principal, Impact of conversion | (300,000) | |
Debt Discount, Impact of conversion | ||
Net, Impact of conversion | $ (300,000) |
Convertible Notes Payable (De_5
Convertible Notes Payable (Details) - Schedule of secured convertible promissory notes | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Dominion Convertible Promissory Note [Member] | |
Convertible Notes Payable (Details) - Schedule of secured convertible promissory notes [Line Items] | |
Principal Balance Converted | $ 833,333 |
Interest Converted | 83,333 |
Derivative Liabilities Converted | 133,033 |
Total Amount Converted | $ 1,049,700 |
Common Shares Issued (in Shares) | shares | 16,920 |
Fair Value of Shares Issued | $ 1,255,037 |
Loss on Extinguishment of Convertible Notes | (205,337) |
Kingsbrook Convertible Promissory Note [Member] | |
Convertible Notes Payable (Details) - Schedule of secured convertible promissory notes [Line Items] | |
Principal Balance Converted | 101,000 |
Interest Converted | 10,100 |
Derivative Liabilities Converted | 136,800 |
Total Amount Converted | $ 247,900 |
Common Shares Issued (in Shares) | shares | 1,689 |
Fair Value of Shares Issued | $ 174,253 |
Loss on Extinguishment of Convertible Notes | 73,647 |
Alpha Capital Convertible Promissory Note [Member] | |
Convertible Notes Payable (Details) - Schedule of secured convertible promissory notes [Line Items] | |
Principal Balance Converted | 300,000 |
Interest Converted | 12,417 |
Derivative Liabilities Converted | 321,370 |
Total Amount Converted | $ 633,787 |
Common Shares Issued (in Shares) | shares | 4,748 |
Fair Value of Shares Issued | $ 511,834 |
Loss on Extinguishment of Convertible Notes | 121,953 |
Total [Member] | |
Convertible Notes Payable (Details) - Schedule of secured convertible promissory notes [Line Items] | |
Principal Balance Converted | 1,234,333 |
Interest Converted | 105,850 |
Derivative Liabilities Converted | 591,203 |
Total Amount Converted | $ 1,931,387 |
Common Shares Issued (in Shares) | shares | 23,357 |
Fair Value of Shares Issued | $ 1,941,124 |
Loss on Extinguishment of Convertible Notes | $ (9,737) |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||
Feb. 22, 2023 USD ($) | Apr. 27, 2022 USD ($) | Apr. 07, 2022 | Feb. 24, 2022 USD ($) | Nov. 02, 2021 USD ($) | Nov. 02, 2021 EUR (€) | Sep. 20, 2021 USD ($) | Sep. 01, 2021 USD ($) | Jul. 01, 2020 | Mar. 14, 2019 USD ($) | May 13, 2018 USD ($) | Apr. 27, 2002 USD ($) | Apr. 27, 2002 EUR (€) | Nov. 22, 2021 | Nov. 17, 2021 | Aug. 27, 2021 USD ($) shares | Apr. 29, 2021 USD ($) | Mar. 30, 2021 shares | Feb. 25, 2021 USD ($) | Feb. 17, 2020 EUR (€) | Sep. 27, 2019 USD ($) | Sep. 27, 2019 EUR (€) | Feb. 26, 2019 USD ($) | Sep. 18, 2018 | Aug. 20, 2018 shares | Jul. 25, 2018 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CAD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) | Dec. 31, 2022 EUR (€) | Dec. 28, 2022 | Dec. 31, 2021 EUR (€) | Nov. 02, 2021 EUR (€) | Oct. 29, 2021 USD ($) | Sep. 03, 2021 USD ($) | Sep. 03, 2021 GBP (£) | Jan. 01, 2020 USD ($) | May 08, 2018 USD ($) | |
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Compensatory damages in excess | $ 11,286,570 | |||||||||||||||||||||||||||||||||||||||
Legal expenses | $ 125,255 | |||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||
Settlement paying amount | $ 2 | |||||||||||||||||||||||||||||||||||||||
Research and development expenses | $ 0 | $ 443,151 | ||||||||||||||||||||||||||||||||||||||
Agreement period | 1 year | 20 years | 20 years | 20 years | 2 years | 2 years | ||||||||||||||||||||||||||||||||||
Payment of first milestone | $ 97,900 | £ 70,546 | ||||||||||||||||||||||||||||||||||||||
Research and development expenses | $ 271,931 | € 223,394 | € 152,848 | |||||||||||||||||||||||||||||||||||||
Prepaid balances | € | € 11,756 | |||||||||||||||||||||||||||||||||||||||
Past patent costs | $ 66,223 | € 49,207 | ||||||||||||||||||||||||||||||||||||||
Initial License fee | 13,458 | € 10,000 | ||||||||||||||||||||||||||||||||||||||
Annual maintenance fee | 4,037 | € 3,000 | ||||||||||||||||||||||||||||||||||||||
Research and development expenses | 240,731 | $ 2,947,536 | ||||||||||||||||||||||||||||||||||||||
Common shares (in Shares) | shares | 450,000 | |||||||||||||||||||||||||||||||||||||||
Rent (in Euro) | € | € 0 | |||||||||||||||||||||||||||||||||||||||
Percentage of consultant bonus | 50% | |||||||||||||||||||||||||||||||||||||||
Shares issues (in Shares) | shares | 3,077 | 5,035 | ||||||||||||||||||||||||||||||||||||||
Financing transaction of agreement | $ 15,000,000 | |||||||||||||||||||||||||||||||||||||||
Consultant fee (in Euro) | € | € 23,000 | |||||||||||||||||||||||||||||||||||||||
Accrued fees (in Euro) | € | 4,000 | |||||||||||||||||||||||||||||||||||||||
Payable Fees (in Euro) | € | € 19,000 | |||||||||||||||||||||||||||||||||||||||
Accrued amount | $ 15,000,000 | |||||||||||||||||||||||||||||||||||||||
Restricted common stock value | $ 50,000 | |||||||||||||||||||||||||||||||||||||||
Shares of license agreement | $ 272 | |||||||||||||||||||||||||||||||||||||||
Initial term of agreement | 3 years | |||||||||||||||||||||||||||||||||||||||
Consulting services payable | 60,000 | |||||||||||||||||||||||||||||||||||||||
One-time payment | $ 43,750 | |||||||||||||||||||||||||||||||||||||||
Additional consideration agreement, description | As additional consideration for the CEO agreeing to enter into the agreement, the Company awarded him options to purchase 70,000 shares of the Company’s common stock, which have a term of 10 years, and an exercise price of $88.60 per share (the closing sales price on the date the board of directors approved the grant (February 26, 2021)). The options as subject to the Company’s 2020 Omnibus Incentive Plan and vest at the rate of (a) 1/5th of such options on the grant date; and (b) 4/5th of such options vesting ratably on a monthly basis over the following 36 months on the last day of each calendar month; provided, however, that such options vest immediately upon the CEO’s death or disability, termination without cause or a termination by the CEO for good reason (as defined in the agreement), a change in control of the Company or upon a sale of the Company. | |||||||||||||||||||||||||||||||||||||||
Salary available to paid bonus | 45% | 45% | 45% | |||||||||||||||||||||||||||||||||||||
Accrued Bonus | $ 313,875 | 205,500 | ||||||||||||||||||||||||||||||||||||||
Pecentage of salary | 3% | |||||||||||||||||||||||||||||||||||||||
Percentage of accrual salary | 20% | 20% | ||||||||||||||||||||||||||||||||||||||
Accrued bonus payable | $ 221,000 | 139,500 | ||||||||||||||||||||||||||||||||||||||
Common stock to EarlyBird valued | $ 79 | |||||||||||||||||||||||||||||||||||||||
Percentage of targeted amount | 50% | 50% | ||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Agreement period | 1 year | |||||||||||||||||||||||||||||||||||||||
Related party transaction, description | On February 22, 2021, the Company entered into a consultancy agreement (as amended, the “Consulting Agreement”) with a related party, Prof. Jagdeep Nanchahal (the “Consultant”). The Consulting Agreement was effective December 1, 2020. Pursuant to the Consulting Agreement, the Company agreed to pay the Consultant 15,000 British Pounds (GBP) per month (approximately $20,800) during the term of the agreement, increasing to 23,000 GBP per month (approximately $32,000) on the date (a) of publication of the data from the phase 2b clinical trial for Dupuytren’s Contracture (RIDD) and (b) the date that the Company has successfully raised over $15 million in capital. The Company also agreed to pay the Consultant the following bonus amounts: ● the sum of £100,000 (approximately $138,000) upon submission of the Dupuytren’s Contracture clinical trial data for publication in a peer-reviewed journal (“Bonus 1”); ● the sum of £434,673 GBP (approximately $605,000) (“Bonus 2”), which is earned and payable upon the Company raising a minimum of $15 million in additional funding, through the sale of debt or equity, after December 1, 2020 (the “Vesting Date”). Bonus 2 is payable within 30 days of the Vesting Date and shall not be accrued, due or payable prior to the Vesting Date. Bonus 2 is payable, at the election of the Consultant, at least 50% (fifty percent) in shares of the Company’s common stock, at the lower of (i) $60.00 per share, or (ii) the trading price on the date of the grant, with the remainder paid in GBP; ● the sum of £5,000 (approximately $7,000) on enrollment of the first patient to the phase 2 frozen shoulder trial (“Bonus 3”); and ● the sum of £5,000 (approximately $7,000) for enrollment of the first patient to the phase 2 delirium/POCD trial (“Bonus 4”). | On February 22, 2021, the Company entered into a consultancy agreement (as amended, the “Consulting Agreement”) with a related party, Prof. Jagdeep Nanchahal (the “Consultant”). The Consulting Agreement was effective December 1, 2020. Pursuant to the Consulting Agreement, the Company agreed to pay the Consultant 15,000 British Pounds (GBP) per month (approximately $20,800) during the term of the agreement, increasing to 23,000 GBP per month (approximately $32,000) on the date (a) of publication of the data from the phase 2b clinical trial for Dupuytren’s Contracture (RIDD) and (b) the date that the Company has successfully raised over $15 million in capital. The Company also agreed to pay the Consultant the following bonus amounts: ● the sum of £100,000 (approximately $138,000) upon submission of the Dupuytren’s Contracture clinical trial data for publication in a peer-reviewed journal (“Bonus 1”); ● the sum of £434,673 GBP (approximately $605,000) (“Bonus 2”), which is earned and payable upon the Company raising a minimum of $15 million in additional funding, through the sale of debt or equity, after December 1, 2020 (the “Vesting Date”). Bonus 2 is payable within 30 days of the Vesting Date and shall not be accrued, due or payable prior to the Vesting Date. Bonus 2 is payable, at the election of the Consultant, at least 50% (fifty percent) in shares of the Company’s common stock, at the lower of (i) $60.00 per share, or (ii) the trading price on the date of the grant, with the remainder paid in GBP; ● the sum of £5,000 (approximately $7,000) on enrollment of the first patient to the phase 2 frozen shoulder trial (“Bonus 3”); and ● the sum of £5,000 (approximately $7,000) for enrollment of the first patient to the phase 2 delirium/POCD trial (“Bonus 4”). | On February 22, 2021, the Company entered into a consultancy agreement (as amended, the “Consulting Agreement”) with a related party, Prof. Jagdeep Nanchahal (the “Consultant”). The Consulting Agreement was effective December 1, 2020. Pursuant to the Consulting Agreement, the Company agreed to pay the Consultant 15,000 British Pounds (GBP) per month (approximately $20,800) during the term of the agreement, increasing to 23,000 GBP per month (approximately $32,000) on the date (a) of publication of the data from the phase 2b clinical trial for Dupuytren’s Contracture (RIDD) and (b) the date that the Company has successfully raised over $15 million in capital. The Company also agreed to pay the Consultant the following bonus amounts: ● the sum of £100,000 (approximately $138,000) upon submission of the Dupuytren’s Contracture clinical trial data for publication in a peer-reviewed journal (“Bonus 1”); ● the sum of £434,673 GBP (approximately $605,000) (“Bonus 2”), which is earned and payable upon the Company raising a minimum of $15 million in additional funding, through the sale of debt or equity, after December 1, 2020 (the “Vesting Date”). Bonus 2 is payable within 30 days of the Vesting Date and shall not be accrued, due or payable prior to the Vesting Date. Bonus 2 is payable, at the election of the Consultant, at least 50% (fifty percent) in shares of the Company’s common stock, at the lower of (i) $60.00 per share, or (ii) the trading price on the date of the grant, with the remainder paid in GBP; ● the sum of £5,000 (approximately $7,000) on enrollment of the first patient to the phase 2 frozen shoulder trial (“Bonus 3”); and ● the sum of £5,000 (approximately $7,000) for enrollment of the first patient to the phase 2 delirium/POCD trial (“Bonus 4”). | |||||||||||||||||||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Issued and outstanding shares | 5% | 5% | 5% | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Compensation amount | $ 10,000 | |||||||||||||||||||||||||||||||||||||||
Yissum [Member] | ||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Related party transaction, description | The Company shall pay Yissum the following amounts in connection with the achievement of the following milestones: ●Submission of the first Investigational New Drug application: $75,000 ●Dosing of first patient in phase II trial: $100,000 ●Dosing of first patient in phase Ill trial: $150,000 ●Upon first market authorization/clearance: $150,000 ●Upon second market authorization/clearance: $75,000 ●For every $250,000,000.00 US in accumulated Net Sales of the Product until $1,000,000,000.00 US in sales: $250,000 Upon the commercialization of the license, the Company shall pay Yissum a royalty equal to 3% of the first aggregate $500,000,000 of annual net sales and 5% thereafter. As of December 31, 2022 and 2021, the Company had no balances in either accounts payable and accrued expenses, respectively, relating to the Additional Yissum Agreement. During the years ended December 31, 2022 and 2021, the Company recorded $0 and $246,753, respectively, of research and development expenses. | The Company shall pay Yissum the following amounts in connection with the achievement of the following milestones: ●Submission of the first Investigational New Drug application: $75,000 ●Dosing of first patient in phase II trial: $100,000 ●Dosing of first patient in phase Ill trial: $150,000 ●Upon first market authorization/clearance: $150,000 ●Upon second market authorization/clearance: $75,000 ●For every $250,000,000.00 US in accumulated Net Sales of the Product until $1,000,000,000.00 US in sales: $250,000 Upon the commercialization of the license, the Company shall pay Yissum a royalty equal to 3% of the first aggregate $500,000,000 of annual net sales and 5% thereafter. As of December 31, 2022 and 2021, the Company had no balances in either accounts payable and accrued expenses, respectively, relating to the Additional Yissum Agreement. During the years ended December 31, 2022 and 2021, the Company recorded $0 and $246,753, respectively, of research and development expenses. | The Company shall pay Yissum the following amounts in connection with the achievement of the following milestones: ●Submission of the first Investigational New Drug application: $75,000 ●Dosing of first patient in phase II trial: $100,000 ●Dosing of first patient in phase Ill trial: $150,000 ●Upon first market authorization/clearance: $150,000 ●Upon second market authorization/clearance: $75,000 ●For every $250,000,000.00 US in accumulated Net Sales of the Product until $1,000,000,000.00 US in sales: $250,000 Upon the commercialization of the license, the Company shall pay Yissum a royalty equal to 3% of the first aggregate $500,000,000 of annual net sales and 5% thereafter. As of December 31, 2022 and 2021, the Company had no balances in either accounts payable and accrued expenses, respectively, relating to the Additional Yissum Agreement. During the years ended December 31, 2022 and 2021, the Company recorded $0 and $246,753, respectively, of research and development expenses. | |||||||||||||||||||||||||||||||||||||
ReFormation [Member] | ||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Related party transaction, description | On July 1, 2020, the Company entered into an amended agreement with ReFormation Pharmaceuticals, Corp. (“ReFormation”) and 360 Life Sciences Corp. (“360”), whereby 360 has entered into an agreement to acquire 100% ownership of ReFormation, on or before July 31, 2020 (“Closing Date”). The Company shares officers and directors with each of ReFormation and 360. Upon the Closing Date, 360 will make tranche payments in tranches to 180 LP in the aggregate amount of $300,000. The parties agree that the obligations will be paid by 360 to 180 LP by payments of $100,000 for every $1,000,000 raised through the financing activities of 360, up to a total of $300,000, however, not less than 10% of all net financing proceeds received by 360 shall be put towards the obligation to the Company until paid in full. This transaction closed on July 31, 2020. | |||||||||||||||||||||||||||||||||||||||
Fifth Oxford Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Research and development expenses | 210,215 | |||||||||||||||||||||||||||||||||||||||
Prepaid balances | $ 14,233 | 80,852 | € 58,788 | |||||||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||
CEOs annual base salary | $ 450,000 | |||||||||||||||||||||||||||||||||||||||
Percentage of automatic annual salary increase | 5% | |||||||||||||||||||||||||||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Additional consideration agreement, description | As additional consideration for the CFO agreeing to enter into the agreement, the Company awarded him options to purchase 9,000 shares of the Company’s common stock, which have a term of 10 years, and an exercise price of $88.60 per share (the closing sales price on the date the board of directors approved the grant (February 26, 2021)). The options are subject to the Company’s 2020 Omnibus Incentive Plan and vest at the rate of (a) 1/5th of such options upon the grant date; and (b) 4/5th of such options vesting ratably on a monthly basis over the following 36 months on the last day of each calendar month; provided, however, that such options vest immediately upon the CFO’s death or disability, termination without cause or a termination by the CFO for good reason (as defined in the agreement), a change in control of the Company or upon a sale of the Company. | |||||||||||||||||||||||||||||||||||||||
Annual base salary | $ 300,000 | |||||||||||||||||||||||||||||||||||||||
Percentage of salary available to paid bonus | 30% | 30% | ||||||||||||||||||||||||||||||||||||||
Accrued bonus payable | $ 90,000 | |||||||||||||||||||||||||||||||||||||||
Chief Operating Officer/Chief Business Officer [Member] | ||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Pecentage of salary | 3% | |||||||||||||||||||||||||||||||||||||||
Initial salary | $ 390,000 | |||||||||||||||||||||||||||||||||||||||
Initial salary subject to increase completion | 10,000 | |||||||||||||||||||||||||||||||||||||||
Salary financing | $ 50,000,000 | |||||||||||||||||||||||||||||||||||||||
Percentage of start day anniversary | 5% | |||||||||||||||||||||||||||||||||||||||
Oxford University Agreements [Member] | ||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Agreement period | 2 years | 2 years | 2 years | |||||||||||||||||||||||||||||||||||||
Petcanna Shares [Member] | ||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Related party transaction, description | Pursuant to the terms of the Sub-license Agreement, the Company has granted a sub-license on the Licensed Patents to pursue development and commercialization for the treatment of any and all veterinary conditions. In consideration, Petcanna will (a) issue 450,000 common shares of its share capital (the “Petcanna Shares”) 30 days after the effective date; and (b) pay royalties of 1% of net sales. The Company will be issued 85% and Yissum will be issued 15% of the 450,000 common shares of the Petcanna subsidiary. | |||||||||||||||||||||||||||||||||||||||
Yissum [Member] | CBR [Member] | ||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Underwriting commitments, description | Royalties will be payable to Yissum if sales of any products which use, exploit or incorporate technology covered by the Licensed Patents (“Net Sales”) are US $500,000,000 or greater, calculated at 3% for the first annual $500,000,000 of Net Sales and at 5% of Net Sales thereafter. Pursuant to the Yissum Agreement, if Yissum achieves the following milestones, CBR Pharma will be obligated to make the following payments: i) $75,000 for successful point of care in animals; ii) $75,000 for submission of the first investigational new drug testing; iii) $100,000 for commencement of one phase I/II trial; iv) $150,000 for commencement of one phase III trial; v) $100,000 for each product market authorization/clearance (maximum of $500,000); and vi) $250,000 for every $250,000,000 in accumulated sales of the product until $1,000,000,000 in sales is achieved. | |||||||||||||||||||||||||||||||||||||||
Consultants amount | $ 100,000 | |||||||||||||||||||||||||||||||||||||||
First amendment company paid | $ 200,000 | |||||||||||||||||||||||||||||||||||||||
Additional consulting percentage | 35% | |||||||||||||||||||||||||||||||||||||||
Non-refundable license fees | $ 70,000 | |||||||||||||||||||||||||||||||||||||||
Aggregate fees | 398,250 | |||||||||||||||||||||||||||||||||||||||
Annual license maintenance fee | 25,000 | |||||||||||||||||||||||||||||||||||||||
Stanford [Member] | ||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Related party transaction, description | Furthermore, the Company will be obligated to make the following milestone payments: i) $100,000 upon initiation of Phase II trial, ii) $500,000 upon the first U.S. Food and Drug Administration approval of a product (the “Licensed Product”) resulting from the Licensed Patents; and iii) $250,000 upon each new Licensed Product thereafter. The Stanford License Agreement is cancellable by the Company with 30 days’ notice. Royalties, calculated at 2.5% of 95% of net product sales, will be payable to Stanford. Also, the Company will reimburse Stanford for patent expenses as per the agreement. The Company paid Stanford $20,000 for the annual license maintenance fee that was recorded to prepaid expenses and is being expensed on a straight-line basis over 12 months, which had a zero balance as of December 31, 2021. During the years ended December 31, 2022 and 2021, the Company recorded patent and license fees of $69,278 and $78,245, respectively, related to the Stanford License Agreement, which is included in general and administrative expenses on the accompanying statements of operations and comprehensive loss. | |||||||||||||||||||||||||||||||||||||||
Stanford [Member] | Katexco [Member] | ||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Option payment | $ 10,000 | |||||||||||||||||||||||||||||||||||||||
license maintenance fee | $ 20,000 | |||||||||||||||||||||||||||||||||||||||
Anniversaries amount | $ 40,000 | |||||||||||||||||||||||||||||||||||||||
Shares issues (in Shares) | shares | 1,886 | |||||||||||||||||||||||||||||||||||||||
Percentage of consultant additional bonus | 19% | |||||||||||||||||||||||||||||||||||||||
Oxford [Member] | CBR [Member] | ||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Related party transaction, description | On September 18, 2020, CBR Pharma entered into a 3 year research and development agreement (the “3 Year Oxford Agreement”) with Oxford to research and investigate the mechanisms underlying fibrosis in exchange for aggregate consideration of $1,085,738 (£795,468), of which $109,192 (£80,000) is to be paid 30 days after the project start date and the remaining amount is to be paid in four equal installments of $244,136 (£178,867) on the six month anniversary and each of the annual anniversaries of the project start date. The agreement can be terminated by either party upon written notice or if the Company remains in default on any payments due under this agreement for more than 30 days. During the year ended December 31, 2022 and 2021, the Company recognized $322,767 (£265,156) and $364,673 (£264,938), respectively, of research and development expenses in connection with the 3 Year Oxford Agreement. On September 21, 2020, CBR Pharma entered into a 2 year research and development agreement (the “2 Year Oxford Agreement”) with Oxford University for the clinical development of cannabinoid drugs for the treatment of inflammatory diseases in exchange for aggregate consideration of $625,124 (£458,000), of which $138,917 (£101,778) is to be paid 30 days after the project start date and the remaining amount is to be paid every 6 months after the project start date in 4 installments, whereby $138,917 (£101,778) is to be paid in the first 3 installments and $69,456 (£50,888) is to be paid as the final installment. The agreement can be terminated by either party upon written notice or if the Company remains in default on any payments due under this agreement for more than 30 days. During the years ended December 31, 2022 and 2021, the Company recognized $123,891 (£101,778) and $139,977 (£101,778) of research and development expenses, respectively, in connection with the 2 Year Oxford Agreement, which is reflected within accrued expenses on the accompanying consolidated balance sheet. | |||||||||||||||||||||||||||||||||||||||
Evotec [Member] | Katexco [Member] | ||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Research and development expenses | 10,581 | |||||||||||||||||||||||||||||||||||||||
Kennedy [Member] | LP [Member] | ||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Related party transaction, description | (i) 1% of the net sales for the first annual GBP £1 million (USD $1,283,400) of net sales, and (ii) 2% of the net sales after the net sales are at or in excess of GBP £1 million, as well as 25% of all sublicense revenue, provided that the amount of such percentage of sublicense revenue based on amounts which constitute royalties shall not be less than 1% on the first cumulative GBP £1 million of net sales of the products sold by such sublicenses or their affiliates, and 2% on that portion of the cumulative net sales of the products sold by such sublicenses or their affiliates in excess of GBP £1 million.The term of the royalties paid by the Company to Kennedy will expire on the later of (i) the last valid claim of a patent included in the Kennedy Licensed Patents which covers or claims the exploitation of a product in the applicable country; (ii) the expiration of regulatory exclusivity for the product in the country; or (iii) 10 years from the first commercial sale of the product in the country. The Kennedy License Agreement may be terminated without cause by providing a 90-day notice. | |||||||||||||||||||||||||||||||||||||||
Upfront fee paid for intangible assets | $ 74,000 | € 60,000 | ||||||||||||||||||||||||||||||||||||||
Pharmaceutical [Member] | LP [Member] | ||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Negotiation provide | $ 1,200,000 | |||||||||||||||||||||||||||||||||||||||
Research agreement | $ 1,200,000 | |||||||||||||||||||||||||||||||||||||||
Phamaceutical agreement | 900,000 | |||||||||||||||||||||||||||||||||||||||
One year agreement | $ 300,000 | |||||||||||||||||||||||||||||||||||||||
Bad debt expense | $ 300,000 | |||||||||||||||||||||||||||||||||||||||
EarlyBird Finder’s Fee [Member] | KBL [Member] | ||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Percentage of cash payable | 35,000% | |||||||||||||||||||||||||||||||||||||||
Cash payments | $ 13,750 | |||||||||||||||||||||||||||||||||||||||
Common stock term | 10 years | 10 years | 10 years |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of make the following payments to oxford | 12 Months Ended |
Dec. 31, 2022 GBP (£) | |
Upon signing of the Fifth Oxford Agreement [Member] | |
Commitments and Contingencies (Details) - Schedule of make the following payments to oxford [Line Items] | |
Milestone description | Upon signing of the Fifth Oxford Agreement |
Amount Due (excluding VAT) | £ 70,546 |
Six months post signing of the Fifth Oxford Agreement [Member] | |
Commitments and Contingencies (Details) - Schedule of make the following payments to oxford [Line Items] | |
Milestone description | 6 months post signing of the Fifth Oxford Agreement |
Amount Due (excluding VAT) | £ 70,546 |
Twelve months post signing of the Fifth Oxford Agreement [Member] | |
Commitments and Contingencies (Details) - Schedule of make the following payments to oxford [Line Items] | |
Milestone description | 12 months post signing of the Fifth Oxford Agreement |
Amount Due (excluding VAT) | £ 70,546 |
Twenty Fourth months post signing of the Fifth Oxford Agreement [Member] | |
Commitments and Contingencies (Details) - Schedule of make the following payments to oxford [Line Items] | |
Milestone description | 24 months post signing of the Fifth Oxford Agreement |
Amount Due (excluding VAT) | £ 70,546 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 20, 2022 | Jul. 17, 2022 | Dec. 08, 2021 | Aug. 04, 2021 | May 19, 2022 | Sep. 30, 2021 | Aug. 31, 2021 | Feb. 26, 2021 | Feb. 19, 2021 | Oct. 17, 2017 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 15, 2022 | Aug. 23, 2021 | Nov. 06, 2020 | |
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||
Par value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Preferred stock shares authorized (in Shares) | 5,000,000 | 5,000,000 | |||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||||
Common stock shares authorized (in Shares) | 100,000,000 | 100,000,000 | |||||||||||||||
Warrants exercise price (in Dollars per share) | $ 150 | $ 100 | |||||||||||||||
Warrants term | 5 years | 5 years | |||||||||||||||
Placement agent fees and offering expenses | $ 968,930 | ||||||||||||||||
Allocated to common stock | 364,812 | ||||||||||||||||
Allocated to warrant liabilities | 604,118 | ||||||||||||||||
Purchasers aggregate amount | 174,993 | ||||||||||||||||
Maximum purchase aggregate amount | 583,310 | ||||||||||||||||
Incurred damages | 524,979 | ||||||||||||||||
Aggregate accrued interest | $ 105,850 | ||||||||||||||||
Price per share (in Dollars per share) | $ 54.6 | ||||||||||||||||
Cash payment | $ 275,000 | ||||||||||||||||
Restricted shares, issued (in Shares) | 11,250 | ||||||||||||||||
Grant date value | $ 1,973,250 | $ 261,704 | |||||||||||||||
Accounts payable | 1,750,000 | ||||||||||||||||
Gain (loss) on settlement of liabilities | $ 223,250 | ||||||||||||||||
Placement agent fees and offering expenses | $ 1,120,000 | ||||||||||||||||
Stated value | 7,500 | ||||||||||||||||
Aggregate shares (in Shares) | 215,000 | 175,000 | 600 | ||||||||||||||
Warrants exercise price (in Shares) | 0.0001 | 81 | |||||||||||||||
Warrant shares (in Shares) | 1,499,286 | ||||||||||||||||
Warrants exercised | $ 263 | ||||||||||||||||
Unrecognized stock based compensation expense | $ 48,600 | $ 4,202,495 | |||||||||||||||
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings (in Shares) | 26,325 | ||||||||||||||||
Special voting shares (in Shares) | 73,224 | ||||||||||||||||
Granted options | 10 years | 10 years | |||||||||||||||
Purchase of aggregate shares (in Shares) | 33,750 | 21,800 | 5,700 | 79,000 | 6,707 | ||||||||||||
Options exercisable (in Dollars per share) | $ 79 | $ 151.2 | $ 27.2 | $ 88.6 | $ 27.2 | ||||||||||||
Vest rate percentage | 20% | ||||||||||||||||
Grant rate percentage | 80% | ||||||||||||||||
Aggregate grant date value | $ 2,077,953 | $ 2,180,375 | $ 115,936 | $ 4,810,527 | |||||||||||||
Weighted average remaining vesting period | 4 years | 2 years 2 months 8 days | |||||||||||||||
Shares grant dated value (in Shares) | 6,707 | ||||||||||||||||
Grant value | $ 13,500 | ||||||||||||||||
Stock based compensation expense | $ 2,852,309 | $ 2,607,501 | |||||||||||||||
Common Stock [Member] | |||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||
Par value per share (in Dollars per share) | $ 91 | $ 120 | |||||||||||||||
Aggregate shares (in Shares) | 128,200 | ||||||||||||||||
Aggregate gross proceeds | 15,000,000 | $ 11,700,000 | |||||||||||||||
Offering expenses | $ 13,900,000 | $ 10,700,000 | |||||||||||||||
Aggregate shares of common stock (in Shares) | 125,000 | ||||||||||||||||
Purchase of aggregate shares (in Shares) | 13,500 | ||||||||||||||||
Aggregate grant date value | $ 130,000 | ||||||||||||||||
Warrants [Member] | |||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||
Aggregate shares (in Shares) | 128,200 | ||||||||||||||||
Allocated to warrant liabilities | $ 604,118 | ||||||||||||||||
Warrants shares (in Shares) | 125,000 | ||||||||||||||||
PIPE [Member] | Minimum [Member] | |||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||
Beneficial ownership interest | 4.99% | 4.99% | |||||||||||||||
PIPE [Member] | Maximum [Member] | |||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||
Beneficial ownership interest | 9.99% | 9.99% | |||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||
Preferred stock shares authorized (in Shares) | 5,000,000 | ||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||||||||
Shares issued (in Shares) | 14,026 | ||||||||||||||||
Net of preferred stock | $ 331,591 | ||||||||||||||||
Class A preferred stock [Member] | |||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||
Preferred stock shares authorized (in Shares) | 1 | 1 | |||||||||||||||
Preferred shares issued (in Shares) | 1 | 1 | 1,000,000 | ||||||||||||||
Designated shares (in Shares) | 1 | ||||||||||||||||
Voting share (in Shares) | 1 | ||||||||||||||||
Board of Directors [Member] | |||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||
Granted options | 1 year | ||||||||||||||||
Conversions [Member] | |||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||
Aggregate principal amount | $ 365,750 | ||||||||||||||||
Aggregate accrued interest | $ 66,633 | ||||||||||||||||
Aggregate shares of common stock (in Shares) | 7,920 | ||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||
Aggregate principal amount | $ 1,234,333 | ||||||||||||||||
Aggregate shares of common stock (in Shares) | 23,357 | ||||||||||||||||
Convertible Notes Payable [Member] | Minimum [Member] | |||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||
Conversion price (in Dollars per share) | $ 49 | ||||||||||||||||
Convertible Notes Payable [Member] | Maximum [Member] | |||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||
Conversion price (in Dollars per share) | $ 65.8 | ||||||||||||||||
Convertible Notes Payable [Member] | Related Party Loans [Member] | |||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||
Aggregate principal amount | $ 693,371 | ||||||||||||||||
Aggregate accrued interest | $ 157,741 | ||||||||||||||||
Aggregate shares of common stock (in Shares) | 7,093 | ||||||||||||||||
Conversion price (in Dollars per share) | $ 1,250 | ||||||||||||||||
Conversion price per share (in Dollars per share) | $ 120 | ||||||||||||||||
Common Stock Issued for Services [Member] | |||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||
Aggregate shares (in Shares) | 15,878 | ||||||||||||||||
Aggregate issuance date fair value | $ 1,785,366 | ||||||||||||||||
July Twenty Two Pre Funded Warrants [Member] | |||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||
Aggregate shares (in Shares) | 131,604 | ||||||||||||||||
Warrants exercise price (in Shares) | 21.2 | ||||||||||||||||
Aggregate gross proceeds | $ 6,499,737 | ||||||||||||||||
Financing Receivable, Writeoff after Recovery to Average Outstanding, Percent | 9.99% | ||||||||||||||||
December 2022 Common Warrants [Member] | |||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||
Warrants term | 5 years | ||||||||||||||||
Aggregate shares (in Shares) | 2,571,429 | 306,604 | |||||||||||||||
Financing Receivable, Writeoff after Recovery to Average Outstanding, Percent | 4.99% | ||||||||||||||||
Class Of Warrant Or Right Exercises Price Of Warrants Or Rights (in Dollars per share) | $ 3.5 | ||||||||||||||||
July2022 Common Warrants [Member] | |||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||
Warrants term | 5 years | ||||||||||||||||
Financing Receivable, Writeoff after Recovery to Average Outstanding, Percent | 4.99% | ||||||||||||||||
Class Of Warrant Or Right Exercises Price Of Warrants Or Rights (in Dollars per share) | $ 21.2 | ||||||||||||||||
December Twenty Two Pre Funded Warrants Member | |||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||
Aggregate shares (in Shares) | 1,499,286 | ||||||||||||||||
Warrants exercise price (in Shares) | 0.0001 | ||||||||||||||||
Financing Receivable, Writeoff after Recovery to Average Outstanding, Percent | 4.99% | ||||||||||||||||
Warrant shares (in Shares) | 131,604 | ||||||||||||||||
Warrants exercised | $ 150 | ||||||||||||||||
December Twenty Two Offering Member | |||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||
Warrants exercise price (in Shares) | 3.5 | ||||||||||||||||
Aggregate gross proceeds | $ 6,000,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of restricted stock shares granted and outstanding $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Schedule Of Restricted Stock Shares Granted And Outstanding Abstract | |
Unvested Restricted Stock, Unvested Beginning | shares | |
Weighted Average Grant Date FV Price, Unvested Beginning | $ / shares | |
Unvested Restricted Stock, Granted | shares | 600 |
Weighted Average Grant Date FV Price, Granted | $ / shares | $ 81 |
Unvested Restricted Stock, Vested | shares | 325 |
Weighted Average Grant Date FV Price, Vested | $ / shares | $ 81 |
Unvested Restricted Stock, Unvested Ending | shares | 275 |
Weighted Average Grant Date FV Price, Unvested Ending | $ / shares | $ 81 |
Unvested Restricted Stock, Total unrecognized expense remaining | $ | $ 22,275 |
Unvested Restricted Stock, Weighted-average years expected to be recognized over | 1 year |
Weighted Average Grant Date FV Price, Weighted-average years expected to be recognized over |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of special voting shares activity - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Special Voting Shares Activity Abstract | ||
Beginning balance | 264 | 73,488 |
Ending balance | 264 | 264 |
Shares issued | ||
Shares exchanged | (73,224) |
Stockholders' Equity (Details_3
Stockholders' Equity (Details) - Schedule of option activity - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Option Activity Abstract | ||
Number of Options, Outstanding beginning | 137,050 | 2,500 |
Weighted Average Exercise Price, Outstanding beginning | $ 95.49 | $ 49.8 |
Weighted Average Remaining Term (in Years), Outstanding beginning | 9 years 11 months 1 day | |
Intrinsic Value, Outstanding beginning | $ 3,525 | |
Number of Options, Outstanding ending | 162,956 | 137,050 |
Weighted Average Exercise Price, Outstanding ending | $ 84.63 | $ 95.49 |
Weighted Average Remaining Term (in Years), Outstanding ending | 8 years 7 months 6 days | 9 years 4 months 28 days |
Intrinsic Value, Outstanding ending | $ 3,525 | |
Number of Options, Exercisable ending | 93,336 | |
Weighted Average Exercise Price, Exercisable ending | $ 83.47 | |
Weighted Average Remaining Term (in Years), Exercisable ending | 8 years 6 months | |
Intrinsic Value, Exercisable ending | ||
Number of Options, Granted | 25,906 | 134,550 |
Weighted Average Exercise Price, Granted | $ 27.2 | $ 96.34 |
Weighted Average Remaining Term (in Years), Granted | ||
Intrinsic Value, Granted | ||
Number of Options, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Remaining Term (in Years), Exercised | ||
Intrinsic Value, Exercised | ||
Number of Options, Expired | ||
Weighted Average Exercise Price, Expired | ||
Weighted Average Remaining Term (in Years), Expired | ||
Intrinsic Value, Expired | ||
Number of Options, Forfeited | ||
Weighted Average Exercise Price, Forfeited | ||
Weighted Average Remaining Term (in Years), Forfeited | ||
Intrinsic Value, Forfeited |
Stockholders' Equity (Details_4
Stockholders' Equity (Details) - Schedule of outstanding and exercisable stock options | 12 Months Ended |
Dec. 31, 2022 shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding, Number of Shares | 162,956 |
Stock Options Outstanding, Weighted Average Remaining Life in Years | 8 years 6 months |
Stock Options Exercisable, Number of Shares | 93,337 |
49.80 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding, Number of Shares | 2,500 |
Stock Options Outstanding, Weighted Average Remaining Life in Years | 7 years 10 months 24 days |
Stock Options Exercisable, Number of Shares | 2,500 |
88.60 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding, Number of Shares | 79,000 |
Stock Options Outstanding, Weighted Average Remaining Life in Years | 8 years 2 months 12 days |
Stock Options Exercisable, Number of Shares | 54,422 |
151.20 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding, Number of Shares | 21,800 |
Stock Options Outstanding, Weighted Average Remaining Life in Years | 8 years 7 months 6 days |
Stock Options Exercisable, Number of Shares | 7,721 |
79.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding, Number of Shares | 33,750 |
Stock Options Outstanding, Weighted Average Remaining Life in Years | 8 years 10 months 24 days |
Stock Options Exercisable, Number of Shares | 17,318 |
27.20 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding, Number of Shares | 25,906 |
Stock Options Outstanding, Weighted Average Remaining Life in Years | 9 years 4 months 24 days |
Stock Options Exercisable, Number of Shares | 11,375 |
Stockholders' Equity (Details_5
Stockholders' Equity (Details) - Schedule of estimated using the black scholes valuation method assumptions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
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% | 0% |
Minimum [Member] | ||
Stockholders' Equity (Details) - Schedule of estimated using the black scholes valuation method assumptions [Line Items] | ||
Risk free interest rate | 0.75% | |
Expected term (years) | 5 years | 5 years 7 months 13 days |
Expected volatility | 84% | |
Maximum [Member] | ||
Stockholders' Equity (Details) - Schedule of estimated using the black scholes valuation method assumptions [Line Items] | ||
Risk free interest rate | 0.99% | |
Expected term (years) | 5 years 9 months 7 days | 6 years 3 days |
Expected volatility | 98.50% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes (Details) [Line Items] | ||
Taxable income | 80% | |
Provision for valuation allowance of deferred tax assets net | $ 4,811,348 | $ 2,527,453 |
Domestic Federal [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss carryforwards | 32,400,000 | |
Canadian Federal [Member} | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss carryforwards | 8,100,000 | |
United Kingdom Federal [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss carryforwards | $ 10,600,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income tax domestic and international components - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Income Tax Domestic And International Components Abstract | ||
Domestic | $ (37,727,021) | $ (15,078,170) |
International | (1,941,987) | (5,269,682) |
Total | $ (39,669,008) | $ (20,347,852) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income tax benefits provision - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Domestic: | ||
Federal | $ 4,057,936 | $ 1,503,577 |
State | 1,343,123 | 499,136 |
International | 353,038 | 547,944 |
Deferred tax benefits | 5,754,097 | 2,550,657 |
Change in valuation allowance | (4,811,348) | (2,527,453) |
Net income tax benefit | $ 942,749 | $ 23,204 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of united states federal statutory rate | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of United States Federal Statutory Rate Abstract | ||
US Federal statutory rate | 21% | 21% |
Difference between domestic and foreign federal rates | (0.10%) | (0.50%) |
State and provincial taxes, net of federal benefits | 6.60% | 5.20% |
Permanent differences: | ||
Goodwill impairment | (23.70%) | |
Stock-based compensation | (5.80%) | |
Change in the fair value of derivatives and accrued issuable equity | 10.70% | (6.40%) |
Other | (0.80%) | |
Change in valuation allowance | (12.10%) | (12.40%) |
Effective income tax rate | 2.40% | 0.30% |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 13,399,384 | $ 9,395,986 |
Amortization | 165,476 | |
Accrued compensation not currently deductible | 343,787 | 169,222 |
Stock compensation | 1,588,866 | |
Accrued interest | 150,502 | 146,636 |
Other | 8,125 | (1) |
Deferred tax assets | 15,656,140 | 9,711,843 |
Difference between book and tax basis related to: | ||
Technology license | (368,587) | (375,671) |
Acquired in-process research and development | (2,332,618) | (3,267,854) |
Other | (555,880) | (639,726) |
Deferred tax liabilities | (3,257,085) | (4,283,251) |
Deferred tax assets and liabilities | 12,399,055 | 5,428,592 |
Valuation allowance | (15,016,414) | (9,072,118) |
Deferred tax assets and liabilities, net | $ (2,617,359) | $ (3,643,526) |
Income Taxes (Details) - Sche_5
Income Taxes (Details) - Schedule of valuation deferred tax assets - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Valuation Deferred Tax Assets Abstract | ||
Beginning of period | $ (9,072,118) | $ (9,709,220) |
Change in valuation pursuant to the tax provision | (4,811,348) | (2,527,453) |
True-up to a prior year’s tax return | (1,132,948) | 3,164,555 |
End of period | $ (15,016,414) | $ (9,072,118) |
Related Parties (Details)
Related Parties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Parties (Details) [Line Items] | ||
Accrued expenses - related parties | $ 188,159 | $ 18,370 |
Accrued expenses - related parties | 18,370 | |
Loans payable - related parties | 0 | 81,277 |
Research and development expenses - related parties | 240,731 | 2,947,536 |
General and administrative expenses - related parties | 5,612 | 462,580 |
Bad debt expenses | 338,000 | |
Professional fees | 3,945 | $ 252,973 |
Interest expense related party | $ 1,508 | |
Director [Member] | ||
Related Parties (Details) [Line Items] | ||
Stockholder | 10% | |
Investors | 10% | |
Former Officers, Directors [Member] | ||
Related Parties (Details) [Line Items] | ||
Stockholder | 10% | |
Professional fees | $ 124,000 | |
Investors | 10% | |
Officers and Directors [Member] | Related Parties [Member] | ||
Related Parties (Details) [Line Items] | ||
Interest expense related party | $ 50,255 | |
Interest Expense [Member] | Officers and Directors [Member] | ||
Related Parties (Details) [Line Items] | ||
Related party interest expense associated with convertible notes | 11,380 | |
Interest Expense [Member] | Officer [Member] | Related Parties [Member] | ||
Related Parties (Details) [Line Items] | ||
Interest expense on related party loans | $ 38,875 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 12 Months Ended | ||||
Sep. 30, 2023 | Jan. 15, 2023 | Dec. 31, 2021 | Feb. 22, 2023 | Jan. 12, 2023 | |
Subsequent Events (Details) [Line Items] | |||||
Amount spend | $ 213,974 | ||||
Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Issued warrants (in Shares) | 2,571,429 | ||||
Exercise price per share (in Dollars per share) | $ 3.5 | ||||
Health insurance expenses | $ 407,135 | ||||
Compensation and Benefits Trust | $ 10,000 | ||||
Forecast [Member] | Minimum [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Amount spend | $ 900,000 | ||||
Forecast [Member] | Maximum [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Amount spend | $ 1,000,000 |