Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 09, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | 180 LIFE SCIENCES CORP | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 7,475,455 | |
Amendment Flag | false | |
Entity Central Index Key | 0001690080 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38105 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 90-1890354 | |
Entity Address, Address Line One | 3000 El Camino Real Bldg. 4 | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Palo Alto | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94306 | |
City Area Code | (650) | |
Local Phone Number | 507-0669 | |
Entity Interactive Data Current | Yes | |
Common Stock, par value $0.0001 per share | ||
Document Information Line Items | ||
Trading Symbol | ATNF | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Warrants to purchase Common Stock | ||
Document Information Line Items | ||
Trading Symbol | ATNFW | |
Title of 12(b) Security | Warrants to purchase Common Stock | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 2,662,520 | $ 6,970,110 |
Prepaid expenses and other current assets | 708,377 | 1,958,280 |
Total Current Assets | 3,370,897 | 8,928,390 |
Intangible assets, net | 1,587,188 | 1,658,858 |
In-process research and development | 9,063,000 | |
Total Assets | 4,958,085 | 19,650,248 |
Current Liabilities: | ||
Accounts payable | 1,713,164 | 1,801,210 |
Accrued expenses | 2,375,660 | 2,284,516 |
Loans payable - current portion | 332,885 | 1,308,516 |
Derivative liabilities | 5,605 | 75,381 |
Total Current Liabilities | 4,806,844 | 5,657,782 |
Loans payable – noncurrent portion | 22,216 | 31,189 |
Deferred tax liability | 278,352 | 2,617,359 |
Total Liabilities | 5,107,412 | 8,306,330 |
Commitments and contingencies | ||
Stockholders’ (Deficit) Equity: | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 6,738,456 and 3,746,906 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 674 | 375 |
Additional paid-in capital | 128,815,362 | 121,637,611 |
Accumulated other comprehensive income | (2,848,811) | (2,885,523) |
Accumulated deficit | (126,116,552) | (107,408,545) |
Total Stockholders’ (Deficit) Equity | (149,327) | 11,343,918 |
Total Liabilities and Stockholders’ (Deficit) Equity | 4,958,085 | 19,650,248 |
Series A Preferred Stock | ||
Stockholders’ (Deficit) Equity: | ||
Preferred stock | ||
Class C Preferred Stock | ||
Stockholders’ (Deficit) Equity: | ||
Preferred stock | ||
Class K Preferred Stock | ||
Stockholders’ (Deficit) Equity: | ||
Preferred stock | ||
Related Parties | ||
Current Liabilities: | ||
Accounts payable – related parties | 51,227 | |
Accrued expenses - related parties | $ 328,303 | $ 188,159 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
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 | 6,738,456 | 3,746,906 |
Common stock, shares outstanding | 6,738,456 | 3,746,906 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Expenses: | ||||
Research and development | $ 972,113 | $ 583,177 | $ 2,339,863 | $ 1,688,474 |
Research and development - related parties | 132,881 | 53,347 | 481,027 | 158,401 |
General and administrative | 2,433,193 | 3,418,628 | 9,204,122 | 10,405,933 |
General and administrative - related parties | 5,261 | |||
Total Operating Expenses | 3,538,187 | 4,055,152 | 12,025,012 | 12,258,069 |
Loss From Operations | (3,538,187) | (4,055,152) | (12,025,012) | (12,258,069) |
Other Income (Expense): | ||||
Interest expense | (11,634) | (7,348) | (34,796) | (22,117) |
Interest (expense) income – related parties | (1,536) | 1,495 | ||
Loss on goodwill impairment | (18,872,850) | (18,872,850) | ||
Loss on IP R&D asset impairment | (9,063,000) | (9,063,000) | ||
Change in fair value of derivative liabilities | 2,036 | 1,449,908 | 69,776 | 14,167,560 |
Total Other Expense, Net | (9,072,598) | (17,431,826) | (9,028,020) | (4,725,912) |
Net Loss Before Income Taxes | (12,610,785) | (21,486,978) | (21,053,032) | (16,983,981) |
Income tax benefit | 2,345,025 | 2,345,025 | ||
Net Loss | (10,265,760) | (21,486,978) | (18,708,007) | (16,983,981) |
Other Comprehensive (Loss) Income: | ||||
Foreign currency translation adjustments | 51,316 | (1,871,072) | 36,712 | (4,507,204) |
Total Comprehensive Loss | $ (10,214,444) | $ (23,358,050) | $ (18,671,295) | $ (21,491,185) |
Basic and Diluted Net Loss per Common Share | ||||
Basic (in Dollars per share) | $ (1.29) | $ (10.97) | $ (3.31) | $ (9.49) |
Diluted (in Dollars per share) | $ (1.29) | $ (10.97) | $ (3.31) | $ (9.49) |
Weighted Average Number of Common Shares Outstanding: | ||||
Basic (in Shares) | 7,951,954 | 1,959,087 | 5,658,831 | 1,790,176 |
Diluted (in Shares) | 7,951,954 | 1,959,087 | 5,658,831 | 1,790,176 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes In Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total | |
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 | |||||
Shares issued for professional services to directors | $ 1 | 149,717 | 149,718 | |||
Shares issued for professional services to directors (in Shares) | 2,566 | |||||
Stock based compensation | 596,467 | 596,467 | ||||
Net Income (loss) | 1,563,713 | 1,563,713 | ||||
Other comprehensive income (loss) | (728,081) | (728,081) | ||||
Balance at Mar. 31, 2022 | $ 171 | 107,933,555 | 89,359 | (67,118,573) | 40,904,512 | |
Balance (in Shares) at Mar. 31, 2022 | 1,704,365 | |||||
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 | |||||
Net Income (loss) | (16,983,981) | |||||
Balance at Sep. 30, 2022 | $ 196 | 115,431,202 | (3,689,764) | (85,666,267) | 26,075,367 | |
Balance (in Shares) at Sep. 30, 2022 | 1,962,304 | |||||
Balance at Mar. 31, 2022 | $ 171 | 107,933,555 | 89,359 | (67,118,573) | 40,904,512 | |
Balance (in Shares) at Mar. 31, 2022 | 1,704,365 | |||||
Shares issued for professional services to directors | 60,627 | 60,627 | ||||
Shares issued for professional services to directors (in Shares) | 2,229 | |||||
Stock based compensation | 795,052 | 795,052 | ||||
Stock based compensation (in Shares) | 600 | |||||
Net Income (loss) | 2,939,284 | 2,939,284 | ||||
Other comprehensive income (loss) | (1,908,051) | (1,908,051) | ||||
Balance at Jun. 30, 2022 | $ 171 | 108,789,234 | (1,818,692) | (64,179,289) | 42,791,424 | |
Balance (in Shares) at Jun. 30, 2022 | 1,707,194 | |||||
Issuance of pre-funded and common warrants, net | [1] | 2,562,265 | 2,562,265 | |||
Shares issued from exercise of pre-funded warrants | [1] | $ 8 | 147 | 155 | ||
Shares issued from exercise of pre-funded warrants (in Shares) | [1] | 77,354 | ||||
Share issued in connection with Offering, net | [1] | $ 17 | 3,407,473 | 3,407,490 | ||
Share issued in connection with Offering, net (in Shares) | [1] | 175,000 | ||||
Shares issued for professional services to directors | 60,622 | 60,622 | ||||
Shares issued for professional services to directors (in Shares) | 2,756 | |||||
Stock based compensation | 611,461 | 611,461 | ||||
Net Income (loss) | (21,486,978) | (21,486,978) | ||||
Other comprehensive income (loss) | (1,871,072) | (1,871,072) | ||||
Balance at Sep. 30, 2022 | $ 196 | 115,431,202 | (3,689,764) | (85,666,267) | 26,075,367 | |
Balance (in Shares) at Sep. 30, 2022 | 1,962,304 | |||||
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 | 3,746,906 | ||||
Stock based compensation | 557,421 | $ 557,421 | ||||
Net Income (loss) | (4,762,078) | (4,762,078) | ||||
Other comprehensive income (loss) | 663 | 663 | ||||
Balance at Mar. 31, 2023 | $ 375 | 122,195,032 | (2,884,860) | (112,170,623) | 7,139,924 | |
Balance (in Shares) at Mar. 31, 2023 | 3,746,906 | |||||
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 | 3,746,906 | ||||
Shares issued from exercise of pre-funded warrants (in Shares) | ||||||
Net Income (loss) | $ (18,708,007) | |||||
Balance at Sep. 30, 2023 | $ 674 | 128,815,362 | (2,848,811) | (126,116,552) | $ (149,327) | |
Balance (in Shares) at Sep. 30, 2023 | 6,738,456 | 6,738,456 | ||||
Balance at Mar. 31, 2023 | $ 375 | 122,195,032 | (2,884,860) | (112,170,623) | $ 7,139,924 | |
Balance (in Shares) at Mar. 31, 2023 | 3,746,906 | |||||
Issuance of pre-funded and common warrants, net | [2] | 2,337,706 | 2,337,706 | |||
Shares issued from exercise of pre-funded warrants | [2] | $ 117 | 117 | |||
Shares issued from exercise of pre-funded warrants (in Shares) | [2] | 1,170,680 | ||||
Share issued in connection with Offering, net | [2] | $ 40 | 382,142 | 382,182 | ||
Share issued in connection with Offering, net (in Shares) | [2] | 400,000 | ||||
Stock based compensation | 551,310 | 551,310 | ||||
Net Income (loss) | (3,680,169) | (3,680,169) | ||||
Other comprehensive income (loss) | (15,267) | (15,267) | ||||
Balance at Jun. 30, 2023 | $ 532 | 125,466,190 | (2,900,127) | (115,850,792) | 6,715,803 | |
Balance (in Shares) at Jun. 30, 2023 | 5,317,586 | |||||
Issuance of pre-funded and common warrants, net | [3] | 2,459,282 | 2,459,282 | |||
Shares issued from exercise of pre-funded warrants | [3] | $ 66 | 66 | |||
Shares issued from exercise of pre-funded warrants (in Shares) | [3] | 663,460 | ||||
Share issued in connection with Offering, net | [3] | $ 67 | 245,281 | 245,348 | ||
Share issued in connection with Offering, net (in Shares) | [3] | 666,925 | ||||
Shares issued for professional services to directors | $ 9 | 60,615 | 60,624 | |||
Shares issued for professional services to directors (in Shares) | 90,485 | |||||
Stock based compensation | 583,994 | 583,994 | ||||
Net Income (loss) | (10,265,760) | (10,265,760) | ||||
Other comprehensive income (loss) | 51,316 | 51,316 | ||||
Balance at Sep. 30, 2023 | $ 674 | $ 128,815,362 | $ (2,848,811) | $ (126,116,552) | $ (149,327) | |
Balance (in Shares) at Sep. 30, 2023 | 6,738,456 | 6,738,456 | ||||
[1] Consists of $6,499,737 of gross proceeds from the July 2022 Offering; gross proceeds of $3,710,000 are related to the common shares and common warrants issued and includes $302,510 in related placement agent fees and other offering costs, and $2,789,737 in gross proceeds are in connection with the pre-funded warrants and includes $227,472 in related placement agent fees and other offering costs. At the end of the period, 1,547,076 July 2022 pre-funded warrants were exercised for proceeds of $155. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows From Operating Activities | ||
Net Loss | $ (18,708,007) | $ (16,983,981) |
Stock-based compensation: | ||
Shares issued for services | 60,624 | 270,967 |
Amortization of stock options and restricted stock units | 1,692,725 | 2,002,980 |
Amortization of intangibles | 83,015 | 71,396 |
Loss on IP R&D asset impairment | 9,063,000 | |
Loss on goodwill impairment | 18,872,850 | |
Change in fair value of derivative liabilities | (69,776) | (14,167,560) |
Deferred tax benefit | (2,345,025) | |
Prepaid expenses and other current assets | 1,273,033 | 36,340 |
Accounts payable | (99,169) | 428,632 |
Accrued expenses | 94,778 | 127,449 |
Total adjustments | 9,945,798 | 7,783,151 |
Net Cash Used In Operating Activities | (8,762,209) | (9,200,830) |
Cash Flows From Financing Activities | ||
Repayment of loans payable | (985,175) | (1,491,986) |
Net Cash Provided By Financing Activities | 4,439,526 | 4,477,924 |
Effect of Exchange Rate Changes on Cash | 15,093 | 87,037 |
Net Decrease In Cash | (4,307,590) | (4,635,869) |
Cash - Beginning of Period | 6,970,110 | 8,224,508 |
Cash - End of Period | 2,662,520 | 3,588,639 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the period for income taxes | ||
Cash paid during the period for interest expense | 21,722 | 13,423 |
Offering costs in connection with July 2022 Offering stock and warrants | ||
Cash Flows From Financing Activities | ||
Proceeds from sale of Offering stock and warrants | 6,499,737 | |
Payment of offering costs in connection with Offering stock and warrants | (529,982) | |
Offering costs in connection with April 2023 Offering stock and warrants | ||
Cash Flows From Financing Activities | ||
Proceeds from sale of Offering stock and warrants | 2,999,882 | |
Payment of offering costs in connection with Offering stock and warrants | (279,994) | |
Offering costs in connection with August 2023 Offering stock and warrants | ||
Cash Flows From Financing Activities | ||
Proceeds from sale of Offering stock and warrants | 2,999,606 | |
Payment of offering costs in connection with Offering stock and warrants | (294,976) | |
Exercise of July 2022 Offering pre-funded warrants | ||
Cash Flows From Financing Activities | ||
Proceeds from exercise of Offering pre-funded warrants | 155 | |
Exercise of April 2023 Offering pre-funded warrants | ||
Cash Flows From Financing Activities | ||
Proceeds from exercise of Offering pre-funded warrants | 117 | |
Exercise of August 2023 Offering pre-funded warrants | ||
Cash Flows From Financing Activities | ||
Proceeds from exercise of Offering pre-funded warrants | 66 | |
Related Party | ||
Stock-based compensation: | ||
Accounts payable – related parties | 51,227 | |
Accrued expenses – related parties | $ 141,366 | $ 140,097 |
Business Organization and Natur
Business Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2023 | |
Business Organization and Nature of Operations [Abstract] | |
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 - BUSINESS ORGANIZATION AND NATURE OF OPERATIONS 180 Life Sciences Corp., formerly known as KBL Merger Corp. IV (“180LS”, or together with its subsidiaries, the “Company”), was a blank check company organized under the laws of the State of Delaware on September 7, 2016. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On November 6, 2020, a business combination was consummated following a special meeting of stockholders, where the stockholders of the Company considered and approved, among other matters, a proposal to adopt a Business Combination Agreement. Pursuant to the Business Combination Agreement, KBL Merger Sub, Inc. merged with 180 Life Corp. (f/k/a 180 Life Sciences Corp.) (“ 180 The Company is a clinical stage biotechnology company focused on the development of therapeutics for unmet medical needs in chronic pain, inflammation, fibrosis and other inflammatory diseases, where anti-TNF therapy will provide a clear benefit to patients, by employing innovative research, and, where appropriate, combination therapy. We have three product development platforms: ● fibrosis and anti-tumor necrosis factor (“TNF”); ● drugs which are derivatives of cannabidiol (“CBD”); and ● alpha 7 nicotinic acetylcholine receptor (“α7nAChR”). |
Going Concern and Management's
Going Concern and Management's Plans | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023, the Company had an accumulated deficit of $126,116,552 and a working capital deficit of $1,435,947, and for the three and nine months ended September 30, 2023, net losses of $10,265,760 and $18,708,007, respectively, and for the nine months ended September 30, 2023, cash used in operating activities of $8,762,209. 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. The Company’s ability to continue its operations is dependent upon obtaining new financing for its ongoing operations. On April 5, 2023, the Company entered into a Securities Purchase Agreement with a certain purchaser in which the Company agreed to sell an aggregate of 400,000 shares of common stock, pre-funded warrants to purchase up to an aggregate of approximately 1.2 million shares of common stock (“April 2023 Pre-Funded Warrants”), and common stock warrants to purchase up to an aggregate of approximately 1.6 million shares of common stock (the “April 2023 Common Warrants”), for gross proceeds of approximately $3.0 million (see Note 9 – Stockholders’ Equity for additional information). On August 9, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor, in addition to certain purchasers who relied on the Company’s registration statement filed with the SEC on July 25, 2023, which became effective on August 9, 2023, in which the Company agreed to sell an aggregate of approximately 667,000 shares of common stock, pre-funded warrants to purchase up to an aggregate of approximately 3.9 million shares of common stock (“August 2023 Pre-Funded Warrants”), and common stock warrants to purchase up to an aggregate of approximately 4.6 million shares of common stock (the “August 2023 Common Warrants”), for gross proceeds of approximately $3.0 million (see Note 9 – Stockholders’ Equity for additional information). The Company plans to continue to fund its losses from operations through future equity offerings, debt financing or other third-party fundings, which may be dilutive to existing stockholders. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to the Company. If the Company is unable to obtain such additional financing, the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on its business, financial condition and results of operations, and it could ultimately be forced to discontinue its operations and liquidate. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is defined as within one year after the date that the condensed consolidated financial statements are issued. These condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to our ability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies as set forth in the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2022 under Note 3 - Summary of Significant Accounting Policies, except as disclosed in this note. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2023. For further information, refer to the financial statements and footnotes included in the Company’s annual financial statements for the fiscal year ended December 31, 2022, which are included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2023. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the condensed consolidated financial statements. The Company’s significant estimates and assumptions used in these condensed consolidated financial statements include, but are not limited to, the fair value of financial instruments warrants, options and equity shares, as well as the valuation of stock-based compensation and the estimates and assumptions related to impairment analysis of in-process research and development assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and may cause actual results to differ from those estimates. Foreign Currency Translation The Company’s reporting currency is the United States dollar. The functional currency of certain subsidiaries was the British Pound (“GBP”) (1.2386 and 1.2098 GBP to 1 US dollar, each as of September 30, 2023 and December 31, 2022, respectively) for balance sheet accounts, while expense accounts are translated at the weighted average exchange rate for the period (1.2655 and 1.1772 GBP to 1 US dollar for each of the three months ended September 30, 2023 and 2022, respectively, and 1.2442 and 1.2597 GBP to 1 US dollar each for the nine months ended September 30, 2023 and 2022, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ (deficit) equity as a component of accumulated other comprehensive (loss) income. Comprehensive (loss) 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 three months ended September 30, 2023 and 2022, the Company recorded other comprehensive income (loss) of $51,316 and ($1,871,072), respectively, as a result of foreign currency translation adjustments. During the nine months ended September 30, 2023 and 2022, the Company recorded other comprehensive income (loss) of $36,712 and ($4,507,204), 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 ($2,952) and ($1,485) of foreign currency transaction losses for the three and nine months ended September 30, 2023, respectively, and recognized ($14,031) and ($14,151) of foreign currency transaction losses for the three and nine months ended September 30, 2022, respectively. Such amounts have been classified within general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive (loss) income. In-Process Research and Development (“IP R&D”) IP R&D assets represent the fair value assigned to technologies that were acquired on July 16, 2019 in connection with the transaction whereby the Company acquired each of Katexco Pharmaceuticals Corp., CBR Pharma (defined below) and 180 LP (defined below), 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. 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 CannBioRex Pharmaceuticals Corp. (“CBR Pharma”) subsidiary and its 180 Therapeutics L.P. (“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 consisted of fair values of $0 and $9,063,000 related to the Company’s CBR Pharma subsidiary and 180 LP subsidiary, respectively). As of that 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 appeared as a loss on IP R&D asset impairment 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; and the total consolidated IP R&D asset balance was $9,063,000 after impairment. As of December 31, 2022, the carrying amount of the IP R&D assets on the balance sheet was $9,063,000 (which consists of a balance related to the Company’s 180 LP subsidiary); the Company typically assesses asset impairment on an annual basis unless a triggering event or other facts or circumstances indicate that an evaluation should be performed at an earlier date. As of September 30, 2023, the Company assessed the most recent delays in its commercialization timeline, general economic conditions, industry and market considerations, the Company’s financial performance and all relevant legal, regulatory, and political factors that might indicate the possibility of impairment and concluded that, when these factors were collectively evaluated, it is more likely than not that the asset is impaired. The Company recorded a loss in the amount of $9,063,000, which appears as a loss on impairment to IP R&D assets on the income statement. As a result, as of September 30, 2023, the carrying amount of the IP R&D assets on the balance sheet became $0 (nil). As a result of the write-off of the IP R&D assets on the balance sheet and the loss on impairment to IP R&D assets on the income statement, the Company recorded a decrease in its deferred tax liability relating to the impairment of the IP R&D assets of $2.3 million as income tax benefit relating to impairment of the IP R&D assets in the same amount on the income statement for the period ended September 30, 2023. 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 table details the net loss per share calculation, reconciles between basic and diluted weighted average shares outstanding, and presents the potentially dilutive shares that are excluded from the calculation of the weighted average diluted common shares outstanding, because their inclusion would have been anti-dilutive: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Numerator: Net loss $ (10,265,760 ) $ (21,486,978 ) $ (18,708,007 ) $ (16,983,981 ) Weighted average shares outstanding (denominator for basic earnings per share) 7,951,954 1,959,087 5,658,831 1,790,176 Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method) 7,951,954 1,959,087 5,658,831 1,790,176 Basic loss per share $ (1.29 ) $ (10.97 ) $ (3.31 ) $ (9.49 ) Diluted loss per share $ (1.29 ) $ (10.97 ) $ (3.31 ) $ (9.49 ) The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been dilutive: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Options - 162,957 - 162,957 Warrants 3,284,483 864,300 3,284,483 864,300 Total potentially dilutive shares 3,284,483 1,027,257 3,284,483 1,027,257 Subsequent Events The Company has evaluated events that have occurred after the balance sheet date but before these condensed consolidated financial statements were issued. Based upon that evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed in Note 11 - Subsequent Events. Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 4 - PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following as of September 30, 2023 and December 31, 2022: September 30, December 31, 2023 2022 Insurance $ 208,064 $ 1,027,292 Research and development expense tax credit receivable 51,639 546,563 Professional fees 369,906 310,017 Value-added tax receivable 53,134 48,774 Income taxes 25,634 25,634 $ 708,377 $ 1,958,280 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses [Abstract] | |
ACCRUED EXPENSES | NOTE 5 - ACCRUED EXPENSES Accrued expenses consist of the following as of September 30, 2023 and December 31, 2022: September 30, December 31, 2023 2022 Consulting fees $ 582,476 $ 531,829 Professional fees 125,000 3,945 Litigation accrual (1) 49,999 125,255 Employee and director compensation 1,367,453 1,558,024 Research and development fees 175,165 22,023 Interest 66,415 36,422 Other 9,152 7,018 $ 2,375,660 $ 2,284,516 (1) See Note 8 - Commitments and Contingencies, Legal Matters As of September 30, 2023 and December 31, 2022, accrued expenses - related parties were $328,303 and $188,159, respectively. See Note 10 - Related Parties for details. |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Liabilities [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 6 - DERIVATIVE LIABILITIES The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities (except the Public SPAC Warrants as defined below, which are Level 1 derivative liabilities) that are measured at fair value on a recurring basis: Warrants Public Private SPAC SPAC PIPE Other Total Balance as of January 1, 2023 $ 31,625 $ 1,256 $ 42,100 $ 400 $ 75,381 Change in fair value of derivative liabilities (21,390 ) (1,005 ) (30,600 ) (328 ) (53,323 ) Balance as of March 31, 2023 $ 10,235 $ 251 $ 11,500 $ 72 $ 22,058 Change in fair value of derivative liabilities (4,600 ) (251 ) (9,500 ) (66 ) (14,417 ) Balance as of June 30, 2023 $ 5,635 $ - $ 2,000 $ 6 $ 7,641 Change in fair value of derivative liabilities (230 ) - (1,800 ) (6 ) (2,036 ) Balance as of September 30, 2023 $ 5,405 $ - $ 200 $ - $ 5,605 The fair value of the derivative liabilities as of September 30, 2023, and December 31, 2022 was estimated using the Black Scholes option pricing model, with the following assumptions used: September 30, Risk-free interest rate 4.94% - 5.50% Expected term in years 0.84 – 2.40 Expected volatility 100.0% - 110.0% Expected dividends 0% Market Price $0.61 December 31, 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% Market Price $3.39 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”), all of which are outstanding as of September 30, 2023. 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”), all of which are outstanding as of September 30, 2023. Each Private 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 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 9 – 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 are recorded as derivative liabilities. The PIPE Warrants were revalued on September 30, 2023 at $200, which resulted in decreases of $1,800 and $41,900 in the fair value of the derivative liabilities during the three and nine months ended September 30, 2023, respectively. The PIPE Warrants were revalued on September 30, 2022 at $433,600, which resulted in decreases of $188,000 and $6,082,700 in the fair value of the derivative liabilities during the three and nine months ended September 30, 2022, respectively. Other Warrants AGP Warrants On March 12, 2021, the Company issued warrants to Alliance Global Partners (“AGP” and the “AGP Warrants”) 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 Warrants 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 warrants are exercisable at any time between May 2, 2021 and May 2, 2025. The AGP Warrants do 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 Warrants that do not meet the limited exception in the case of a change-in-control. Accordingly, the AGP Warrants will continue to be liability-classified. The AGP Warrants were revalued on September 30, 2023 at $0, which resulted in decreases of $6 and $400 in the fair value of the derivative liabilities during the three and nine months ended September 30, 2023, respectively. The AGP Warrants were revalued on September 30, 2022 at $6,633, which resulted in decreases of $3,762 and $137,698 in the fair value of the derivative liabilities during the three and nine months ended September 30, 2022, respectively. Alpha Warrants In connection with that certain Mutual Release and Settlement Agreement dated July 31, 2021 (agreed to on July 29, 2021) between the Company and Alpha Capital Anstal (“Alpha” and the “Alpha Settlement Agreement”), the Company issued three-year warrants 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 Warrants”). The exercise of shares of the Alpha Warrants 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 warrants are exercisable until August 2, 2024. The Alpha Warrants do 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 Warrants that do not meet the limited exception in the case of a change-in-control. Accordingly, the Alpha Warrants are liability-classified and are recorded as a warrant liability. The Alpha Warrants were revalued on September 30, 2023 at $0, which did not result in any change in the fair value of the derivative liabilities during the three and nine months ended September 30, 2023. The Alpha Warrants were revalued on September 30, 2022 at $224, which resulted in decreases of $1,496 and $43,337 in the fair value of the derivative liabilities during the three and nine months ended September 30, 2022, respectively. Warrant Activity As the number of liability-classified warrants are less than 10% of the total outstanding warrants as of September 30, 2023, the summary of warrant activity is included in Note 9 – Stockholders’ Equity. |
Loans Payable
Loans Payable | 9 Months Ended |
Sep. 30, 2023 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | NOTE 7 - LOANS PAYABLE Loans Payable The following table summarizes the activity of loans payable during the nine months ended September 30, 2023: Principal Principal Effect of Principal Bounce Back Loan $ 43,129 $ (9,155 ) $ 508 $ 34,482 First Insurance - 2022 1,060,890 (976,020 ) - 84,870 Other loans payable 235,686 - 63 235,749 Total loans payable $ 1,339,705 $ (985,175 ) $ 571 $ 355,101 Less: loans payable – current portion 1,308,516 332,885 Loans payable – noncurrent portion $ 31,189 $ 22,216 Interest Expense on Loans Payable For the three months ended September 30, 2023 and 2022, the Company recognized interest expense associated with loans payable of $11,633 and $7,348, respectively, and interest expense — related parties associated, with loans payable of $0 and $1,536, respectively. For the nine months ended September 30, 2023 and 2022, the Company recognized interest expense associated with loans payable of $34,796 and $22,117, respectively, and interest income — related parties associated with loans payable of $0 and $1,495, respectively. As of September 30, 2023, the Company had accrued interest and accrued interest — related parties, associated with loans payable of $66,415 and $0, respectively. As of December 31, 2022, the Company had accrued interest and accrued interest — related parties associated with loans payable of $37,960 and $16,770, respectively. Accrued interest is recorded within accrued expenses and appears under that caption on the balance sheet; accrued interest – related parties is recorded within accrued expenses – related parties and appears under that caption on the balance sheet. See Note 10 — Related Parties for additional details. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 - COMMITMENTS AND CONTINGENCIES Litigation and Other Loss Contingencies The Company records liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company has no liabilities recorded for loss contingencies as of December 31, 2022 and September 30, 2023. 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. 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. 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 May 3, 2023, the Court issued an Order granting both of Dr. Krauss’s Applications for payment of the full amount of requested attorney’s fees totaling $714,557 for the months of May through October 2022, which were paid in May 2023. Notwithstanding the Order, such ruling does not constitute any final adjudication as to whether Dr. Krauss will ultimately be entitled to permanently retain such advancements, and Dr. Krauss has posted an undertaking with the Court affirmatively promising to repay all such amounts if she is eventually found to be liable for the Company’s and/or the SEC’s claims against her. 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 never 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 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 the matter was taken under submission by the Appellate Court. On May 4, 2023, the Appellate Court issued its decision unanimously affirming the ruling of the lower Court in the Company’s favor. On January 30, 2023, the Company filed a Notice of Motion for Summary Judgment and to Dismiss Affirmative Defenses against Tyche. Tyche filed opposition thereto, and hearings on the Company’s Motion were ultimately held on September 11 and 19, 2023. In its ruling, the Court granted the Company’s Motion, but referred the question as to the amount of the Company’s damages against Tyche to a special referee. The Court and the parties are now in the process of appointing the special referee so that a determination can be made as to the amount of the Company’s damages against Tyche. The Company intends to continue to vigorously pursue its claims against Tyche, and the Company and the Individual Company Defendants intend to continue to vigorously defend against all of Tyche’s claims should they be appealed; however, there can be no assurance that they will be successful in such endeavors. 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 [$3,257,574 USD] plus the additional sum of $2,721,036 USD (which relate to the same, aforementioned damages). 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 standard to prevail on a Motion for Summary Adjudication in the Court is high to prevail and requires a judge to find that there are no disputed issues of fact so that they can rule on the issues as a matter of law. In this instance the judge found three major issues could be decided as a matter of law in the Company’s favor and that one issue, the Change in Control exclusion, requires further discovery. On April 21, 2023, the Court issued an Order Granting in Part and Denying in Part the Company’s Motion for Partial Summary Judgment. Specifically, the Court granted summary adjudication in favor of the Company on the following issues: (a) that the Company is, in fact, an insured under both the AmTrust and Freedom insurance policies; (b) that certain SEC subpoena related expenses for defendants Dr. Marlene Krauss, the Company’s former Chief Executive Officer and Director, and George Hornig, the former Chairman of the Board, are within the basic scope of coverage under both the AmTrust and Freedom insurance policies; and (c) that the Insured vs. Insured exclusion relied upon by AmTrust and Freedom is not applicable to bar any such coverage. The Court also found that there were issues of disputed facts as to the Change in Control exclusion contained within the policies, which therefore precluded the Court from granting the remainder of the Company’s requests for summary adjudication as a matter of law. Accordingly, the Court, at this time, denied the Company’s further requests for summary adjudication and deemed that for the time being, the Change in Control issue is to be determined at the time of trial, in order to find that the policies (i) provide coverage for the fees which the Company has advanced and will advance to Dr. Marlene Krauss and George Hornig; (ii) that AmTrust has breached the policy; (iii) that AmTrust must pay such expenses of the Company; and that, once the AmTrust policy has been exhausted, (iv) Freedom will be obligated to pay such expenses of the Company pursuant to its policy. On August 4, 2023, the Court granted the Company’s request to file a second motion for partial summary judgment in this case, this one being on the issue of whether AmTrust should be required to advance to the Company the defense costs being incurred by Dr. Marlene Krauss and George Hornig during the pendency of the case. The Company filed such Motion for Partial Summary Judgment, and it has now been fully briefed by the parties. The hearing date for such motion is January 11, 2024. The parties have commenced written discovery proceedings against each other, and it is anticipated that depositions will also occur. The Company intends to continue to vigorously pursue this matter in order to establish the Company’s entitlement to full payment by both AmTrust and Freedom of the subject advancement expenses of the Company. While the Company continues to believe it has a strong case against both AmTrust and Freedom and believes the Court ruling in its favor in regards to the matters discussed above is a significant positive outcome for the Company, there can be no assurance that the Company will prevail in this action. NASDAQ Bid Price Deficiency Notice On September 7, 2023, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with the $1.00 Minimum Bid Price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market (the “Bid Price Requirement”). The letter indicated that the Company was provided 180 calendar days (or until March 5, 2024) in which to regain compliance. If at any time during this 180-calendar day period the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of ten consecutive business days, Nasdaq will provide the Company with a written confirmation of compliance and the matter will be closed. Alternatively, if the Company fails to regain compliance with Rule 5550(a)(2) prior to the expiration of the initial 180 calendar day period, the Company may be eligible for an additional 180 calendar day compliance period, provided (i) it meets the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market (except for the Bid Price Requirement) and (ii) it provides written notice to Nasdaq of its intention to cure this deficiency during the second compliance period by effecting a reverse stock split, if necessary. In the event the Company does not regain compliance with Rule 5550(a)(2) prior to the expiration of the initial 180 calendar day period, and if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is not otherwise eligible, the Staff will provide the Company with written notification that its securities are subject to delisting from The Nasdaq Capital Market. At that time, the Company may appeal the delisting determination to a Hearings Panel. The Company intends to consider all options to regain compliance with all Nasdaq continued listing requirements. The Company’s receipt of the letter from Nasdaq did not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission. NASDAQ Shareholder Approval Violation Notice On October 11, 2023, the Company received a letter from Nasdaq that the Company failed to comply with Nasdaq’s shareholder approval requirements set forth in Listing Rule 5635(d), which requires prior shareholder approval for transactions, other than public offerings, involving the issuance of 20% or more of the pre-transaction shares outstanding at less than the Minimum Price (as defined in Nasdaq’s rules). The letter indicated that the Nasdaq staff has determined that the August 2023 financing completed by the Company was not a public offering for the purposes of Nasdaq’s shareholder approval rules due to the type of offering and a single investor purchasing 98% of the offering. The letter also indicated that the Company has 45 calendar days to submit a plan to regain compliance and if the plan is accepted, the Company can be granted an extension of up to 180 calendar days from the date of the letter. The Company intends to submit, within the requisite period, a plan to regain compliance under the Nasdaq Listing Rules. There can be no assurance that Nasdaq will accept the Company’s plan or that the Company will be able to regain compliance with the applicable listing requirements. The Company’s receipt of these Nasdaq letters does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT) Reverse Stock-Split during 2022 On December 15, 2022, at a Special Meeting of the Stockholders of the Company, 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 the Company’s Second Amended and Restated Certificate of Incorporation to affect a reverse stock split of its 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 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 were 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. April 2023 Offering On April 5, 2023, the Company entered into a Securities Purchase Agreement with certain purchasers, pursuant to which the Company agreed to sell an aggregate of 400,000 shares of common stock, pre-funded warrants to purchase up to an aggregate of 1,170,680 shares of common stock, and common stock warrants to purchase up to an aggregate of 1,570,680 shares of common stock, at a combined purchase price of $1.91 per share and warrant (the “April 2023 Offering”). Aggregate gross proceeds from the April 2023 Offering were approximately $3,000,000, and the April 2023 Offering closed on April 10, 2023. The April 2023 Pre-Funded Warrants had an exercise price equal to $0.0001, were immediately exercisable and are subject to customary anti-dilution adjustments for stock splits or dividends or other similar transactions. The exercise price of the April 2023 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 April 2023 Pre-Funded Warrants are exercisable until they are exercised in full. The April 2023 Pre-Funded Warrants are subject to a provision prohibiting the exercise of such April 2023 Pre-Funded Warrants to the extent that, after giving effect to such exercise, the holder of such April 2023 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 April 2023 Pre-Funded Warrants have a tender offer provision, the April 2023 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 April 2023 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 April 2023 Common Warrants have an exercise price equal to $1.78 per share, were immediately exercisable upon the closing of the April 2023 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 April 2023 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 April 2023 Common Warrants are exercisable for 5.5 years following the Initial Exercise Date. The April 2023 Common Warrants are subject to a provision prohibiting the exercise of such April 2023 Common Warrants to the extent that, after giving effect to such exercise, the holder of such April 2023 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 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 April 2023 Common Warrants have a tender offer provision, the April 2023 Common Warrants were determined to be equity-classified because they met the limited exception in the case of a change-in-control. Because the April 2023 Common Warrants are equity-classified, the placement agent fees and offering expenses will be accounted for as a reduction of additional paid in capital. As of September 30, 2023, all 1,170,680 of the April 2023 Pre-Funded Warrants have been exercised for a value of $117; and there are no unexercised April 2023 Pre-Funded Warrants remaining as of the end of the third quarter of 2023. No April 2023 Common Warrants have been exercised as of September 30, 2023. Amendment to July and December 2022 Common Warrants On April 5, 2023, the Company entered into an amendment to the common warrant agreements for the July 2022 and December 2022 Offerings, whereby warrants to purchase up to 306,604 shares (with an original exercise price of $21.20 per share and an expiration date of January 20, 2028) and the warrants to purchase up to 2,571,429 shares (with an original exercise price of $3.50 per share and an expiration date of June 22, 2028), respectively, were amended to have an exercise price of $1.78 per share and an expiration date of October 10, 2028. The Company accounted for the amendment as a warrant modification, whereby the effect of the modification is measured as the difference in its relative fair value immediately before the modification and after the modification; and any increase to the relative fair value is recognized as an equity issuance cost. To assess for the change in relative fair value, the Company performed a Black Scholes Option Model calculation to quantify the fair value of the common warrants under their original terms as of the modification date using the following assumptions: a share price of $1.43, exercise prices of $21.20 and $3.50 for the July 2022 common warrants and December 2022 common warrants, respectively, an expected term of 4.8 and 5.2 years, respectively, volatility of 106%, a dividend rate of 0% and a discount rate of 3.36. The Company then performed a Black Scholes Option Model calculation to quantify the fair value of the common warrants with their new modified terms as of the modification date using the following assumptions: a share price of $1.43, an exercise price of $1.78 for both the July 2022 common warrants and December 2022 common warrants, an expected term of 5.5 years, volatility of 106%, a dividend rate of 0% and a discount rate of 3.36. The aggregate difference of approximately $0.8 million between the two calculated amounts was recorded as an equity issuance cost within equity during the period to account for the change in relative fair value. First Amendment to the 2022 Omnibus Incentive Plan At the 2023 Annual Meeting of Stockholders of the Company held on July 6, 2023, the stockholders of the Company approved the First Amendment (“First Amendment”) to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan (the 2022 Omnibus Incentive Plan, as amended by the First Amendment, the “OIP”). The First Amendment was originally approved by the Board of Directors of the Company on May 5, 2023, subject to stockholder approval and the First Amendment became effective at the time of stockholder approval. The First Amendment increased the maximum number of shares available to be issued under the OIP from 120,000 shares to 470,000 shares. August 2023 Offering On August 9, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor, in addition to certain purchasers who relied on the Company’s registration statement filed with the SEC on July 25, 2023, which became effective on August 9, 2023, pursuant to which the Company agreed to sell an aggregate of 666,925 shares of common stock, pre-funded warrants to purchase up to an aggregate of 3,948,460 shares of common stock, and common stock warrants to purchase up to an aggregate of 4,615,385 shares of common stock at a combined purchase price of $0.65 per share and warrant (the “August 2023 Offering”). Aggregate gross proceeds from the August 2023 Offering were approximately $3.0 million, and the August 2023 Offering closed on August 14, 2023. The August 2023 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 August 2023 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 August 2023 Pre-Funded Warrants are exercisable until they are exercised in full. The August 2023 Pre-Funded Warrants are subject to a provision prohibiting the exercise of such August 2023 Pre-Funded Warrants to the extent that, after giving effect to such exercise, the holder of such August 2023 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 August 2023 Pre-Funded Warrants have a tender offer provision, the August 2023 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 August 2023 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 August 2023 Common Warrants have an exercise price equal to $0.65 per share, are immediately exercisable upon the closing of the August 2023 Offering and are subject to customary anti-dilution adjustments for stock splits or dividends or other similar transactions. The exercise price of the August 2023 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 August 2023 Common Warrants are exercisable for 5 years following the initial exercise date of August 14, 2023. The August 2023 Common Warrants are subject to a provision prohibiting the exercise of such August 2023 Common Warrants to the extent that, after giving effect to such exercise, the holder of such August 2023 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 August 2023 Common Warrants have a tender offer provision, the August 2023 Common Warrants were determined to be equity-classified because they met the limited exception in the case of a change-in-control. Because the August 2023 Common Warrants are equity-classified, the placement agent fees and offering expenses will be accounted for as a reduction of additional paid in capital. As of September 30, 2023, 663,460 of the August 2023 Pre-Funded Warrants have been exercised for a value of $66, and there are 3,285,000 unexercised August 2023 Pre-Funded Warrants remaining as of the end of the third quarter of 2023. No August 2023 Common Warrants have been exercised as of September 30, 2023. On October 23, 2023, 737,000 of the August 2023 Pre-Funded Warrants were exercised for a value of $74; and there are 2,548,000 outstanding unexercised August 2023 Pre-Funded Warrants as of the date of this filing. Second Amendment to Common Warrant Agreements for the July 2022, December 2022 and April 2023 Offerings On August 9, 2023, the Company entered into an amendment to the common warrant agreements for the July 2022, December 2022 and April 2023 Offerings, whereby common warrants to purchase up to 306,604, 2,571,429 and 1,570,680 shares, respectively (all with previous exercise prices of $1.78 per share), were amended to have an exercise price of $0.83 per share. The Company accounted for the amendment as a warrant modification, whereby the effect of the modification is measured as the difference in its relative fair value immediately before the modification and after the modification; and any increase to the relative fair value is recognized as an equity issuance cost. To assess for the change in relative fair value, the Company performed a Black Scholes Option Model calculation to quantify the fair value of the common warrants under their original terms as of the modification date using the following assumptions for the July 2022, December 2022 and April 2023 common warrants: a share price of $0.84, an exercise price of $1.78, an expected term of 5.18 years, volatility of 100%, a dividend rate of 0% and a discount rate of 4.12. The Company then performed a Black Scholes Option Model calculation to quantify the fair value of the common warrants with their new modified terms as of the modification date using the following assumptions for the July 2022, December 2022 and April 2023 common warrants: a share price of $0.84, an exercise price of $0.83, an expected term of 5.18 years, volatility of 100%, a dividend rate of 0% and a discount rate of 4.12. The aggregate difference of approximately $1.4 million between the two calculated amounts was recorded as an equity issuance cost within equity during the period to account for the change in relative fair value. Common Stock Issued for Services during 2023 During the three months ended September 30, 2023, the Company issued 90,485 of immediately vested shares of the Company’s common stock as compensation to directors with an aggregate issuance date fair value of $60,624, which was charged immediately to the consolidated statement of operations for the period. The shares were issued under, and subject to, the OIP. Restricted Stock Shares During the nine months ended September 30, 2023, the Company did not issue any additional restricted shares of the Company’s common stock, or Restricted Stock Shares, as compensation to consultants. Per the two-year consulting agreement which evidences the issuance of 600 restricted shares issued during 2022, the Restricted Stock Shares were 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 $3,645 and $15,390 for the three and nine months ended September 30, 2023. The Company recognized stock-based compensation expense related to the amortization of the Restricted Stock Shares of $6,075 and $20,250 for the three and nine months ended September 30, 2022. Below is a table summarizing the Restricted Stock Shares granted and outstanding as of and for the quarter ended September 30, 2023: Unvested Weighted Stock FV Price Unvested as of January 1, 2023 275 $ 81.00 Granted - - Vested (190 ) 81.00 Forfeited (55 ) - Unvested as of September 30, 2023 30 81.00 Total unrecognized expense remaining $ 2,430 Weighted-average years expected to be recognized over 0.25 - Stock Options A summary of the option activity during the nine months ended September 30, 2023 is presented below: Weighted Weighted Average Average Remaining Number of Exercise Term Intrinsic Options Price (Years) Value Outstanding, January 1, 2023 162,956 $ 84.63 8.6 - Granted 269,776 0.67 9.9 - Exercised - - - - Forfeited/Expired (15,000 ) - - - Outstanding, September 30, 2023 417,732 $ 30.61 9.2 $ - Exercisable, September 30, 2023 177,987 $ 55.52 8.5 $ - A summary of outstanding and exercisable stock options as of September 30, 2023 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 7.2 2,500 $ 88.60 79,000 7.4 70,222 $ 151.20 21,800 7.8 11,808 $ 79.00 18,750 8.2 17,240 $ 27.20 25,906 8.6 12,691 $ 0.67 269,776 9.9 63,526 417,732 8.5 177,987 The Company recognized stock-based compensation expense of $644,618 and $1,753,349 for the three and nine months ended September 30, 2023, respectively. For the three months ended September 30, 2023, $60,624 was related to the issuance of shares to directors for services rendered and $583,994 related to the amortization of stock options and restricted stock shares, and for the nine months ended September 30, 2023, $60,624 was related to the issuance of shares to directors for services provided and $1,692,725 related to the amortization of stock options and restricted stock shares. Expense of $563,361 and $1,504,768 is included within general and administrative expenses on the condensed consolidated statements of operations for the three- and nine-month periods, respectively, and expense of $81,257 and $248,581 is included within research and development expenses on the condensed consolidated statements of operations for the three- and nine-month periods, respectively. The Company recognized stock-based compensation expense of $672,083 and $2,273,947 for the three and nine months ended September 30, 2022, respectively, related to the issuance of shares to consultants and directors for services rendered, as well as for the amortization of stock options and restricted stock shares. Expense of $584,237 and $1,959,919 is included within general and administrative expenses on the condensed consolidated statements of operations for the three- and nine-month periods, respectively, and expense of $87,846 and $314,028 is included within research and development expenses on the condensed consolidated statements of operations for the three- and nine-month periods, respectively. As of September 30, 2023, there was $1,993,409 of unrecognized stock-based compensation expense related to stock options that will be recognized over the weighted average remaining vesting period of 1.48 years, as well as $2,430 of unrecognized expense related to Restricted Stock Shares that will be recognized over the weighted average remaining vesting period of 0.25 years. Warrants A summary of the warrant activity (including both liability and equity classified instruments) during the quarter ended September 30, 2023 is presented below: Number of Weighted Weighted Intrinsic Outstanding, January 1, 2023 3,435,728 $ 30.92 5.1 $ - Issued 11,305,205 0.48 5.0 - Exercised (1,834,140 ) 0.0001 - - Cancelled - - - - Expired - - - - Outstanding, September 30, 2023 12,906,793 $ 8.43 3.4 $ - Exercisable, September 30, 2023 12,906,793 $ 8.43 3.4 - A summary of outstanding and exercisable warrants as of September 30, 2023 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 2.4 128,200 $ 105.60 3,183 1.6 3,183 $ 141.40 1,250 0.8 1,250 $ 150.00 125,000 2.9 125,000 $ 230.00 300,062 2.1 300,062 $ 0.83 4,448,713 5.0 4,448,713 $ 0.65 4,615,385 5.0 4,615,385 $ 0.0001 3,285,000 - 3,285,000 12,906,793 4.9 12,906,793 |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transaction [Line Items] | |
RELATED PARTIES | NOTE 10 - RELATED PARTIES Accrued Expenses - Related Parties Accrued expenses - related parties was $328,303 as of September 30, 2023 and consists of accrued consulting fees for services provided by certain directors and consultants, as well as deferred compensation for certain executives. 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. Research and Development Expenses - Related Parties Research and Development Expenses – Related Parties of $132,881 and $53,347 during the three months ended September 30, 2023 and 2022, respectively, and $481,027 and $158,401 during the nine months ended September 30, 2023 and 2022, respectively, are related to consulting and professional fees paid to current or former officers, directors or greater than 5% stockholders, or affiliates thereof. General and Administrative Expenses - Related Parties General and Administrative Expenses – Related Parties of $0 $0 $0 Interest (Expense) Income - Related Parties During the three and nine months ended September 30, 2023, the Company recorded no During the three and nine months ended September 30, 2022, the Company recorded ($1,536) and $1,495, respectively, of interest (expense) income - related parties related to loans from greater than 5% stockholders or affiliates of the Company. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS In accordance with Accounting Standards Codification (“ASC”) 855 – Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before condensed financial statements are issued, the Company has evaluated all events and transactions that occurred after September 30, 2023, through the date the condensed financial statements were available for issuance. There are no subsequent events identified that would require disclosure in the condensed consolidated financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2023. For further information, refer to the financial statements and footnotes included in the Company’s annual financial statements for the fiscal year ended December 31, 2022, which are included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2023. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the condensed consolidated financial statements. The Company’s significant estimates and assumptions used in these condensed consolidated financial statements include, but are not limited to, the fair value of financial instruments warrants, options and equity shares, as well as the valuation of stock-based compensation and the estimates and assumptions related to impairment analysis of in-process research and development assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and may cause actual results to differ from those estimates. |
Foreign Currency Translation | Foreign Currency Translation The Company’s reporting currency is the United States dollar. The functional currency of certain subsidiaries was the British Pound (“GBP”) (1.2386 and 1.2098 GBP to 1 US dollar, each as of September 30, 2023 and December 31, 2022, respectively) for balance sheet accounts, while expense accounts are translated at the weighted average exchange rate for the period (1.2655 and 1.1772 GBP to 1 US dollar for each of the three months ended September 30, 2023 and 2022, respectively, and 1.2442 and 1.2597 GBP to 1 US dollar each for the nine months ended September 30, 2023 and 2022, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ (deficit) equity as a component of accumulated other comprehensive (loss) income. Comprehensive (loss) 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 three months ended September 30, 2023 and 2022, the Company recorded other comprehensive income (loss) of $51,316 and ($1,871,072), respectively, as a result of foreign currency translation adjustments. During the nine months ended September 30, 2023 and 2022, the Company recorded other comprehensive income (loss) of $36,712 and ($4,507,204), 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 ($2,952) and ($1,485) of foreign currency transaction losses for the three and nine months ended September 30, 2023, respectively, and recognized ($14,031) and ($14,151) of foreign currency transaction losses for the three and nine months ended September 30, 2022, respectively. Such amounts have been classified within general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive (loss) income. |
In-Process Research and Development (“IP R&D”) | In-Process Research and Development (“IP R&D”) IP R&D assets represent the fair value assigned to technologies that were acquired on July 16, 2019 in connection with the transaction whereby the Company acquired each of Katexco Pharmaceuticals Corp., CBR Pharma (defined below) and 180 LP (defined below), 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. 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 CannBioRex Pharmaceuticals Corp. (“CBR Pharma”) subsidiary and its 180 Therapeutics L.P. (“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 consisted of fair values of $0 and $9,063,000 related to the Company’s CBR Pharma subsidiary and 180 LP subsidiary, respectively). As of that 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 appeared as a loss on IP R&D asset impairment 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; and the total consolidated IP R&D asset balance was $9,063,000 after impairment. As of December 31, 2022, the carrying amount of the IP R&D assets on the balance sheet was $9,063,000 (which consists of a balance related to the Company’s 180 LP subsidiary); the Company typically assesses asset impairment on an annual basis unless a triggering event or other facts or circumstances indicate that an evaluation should be performed at an earlier date. As of September 30, 2023, the Company assessed the most recent delays in its commercialization timeline, general economic conditions, industry and market considerations, the Company’s financial performance and all relevant legal, regulatory, and political factors that might indicate the possibility of impairment and concluded that, when these factors were collectively evaluated, it is more likely than not that the asset is impaired. The Company recorded a loss in the amount of $9,063,000, which appears as a loss on impairment to IP R&D assets on the income statement. As a result, as of September 30, 2023, the carrying amount of the IP R&D assets on the balance sheet became $0 (nil). As a result of the write-off of the IP R&D assets on the balance sheet and the loss on impairment to IP R&D assets on the income statement, the Company recorded a decrease in its deferred tax liability relating to the impairment of the IP R&D assets of $2.3 million as income tax benefit relating to impairment of the IP R&D assets in the same amount on the income statement for the period ended September 30, 2023. |
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 table details the net loss per share calculation, reconciles between basic and diluted weighted average shares outstanding, and presents the potentially dilutive shares that are excluded from the calculation of the weighted average diluted common shares outstanding, because their inclusion would have been anti-dilutive: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Numerator: Net loss $ (10,265,760 ) $ (21,486,978 ) $ (18,708,007 ) $ (16,983,981 ) Weighted average shares outstanding (denominator for basic earnings per share) 7,951,954 1,959,087 5,658,831 1,790,176 Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method) 7,951,954 1,959,087 5,658,831 1,790,176 Basic loss per share $ (1.29 ) $ (10.97 ) $ (3.31 ) $ (9.49 ) Diluted loss per share $ (1.29 ) $ (10.97 ) $ (3.31 ) $ (9.49 ) The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been dilutive: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Options - 162,957 - 162,957 Warrants 3,284,483 864,300 3,284,483 864,300 Total potentially dilutive shares 3,284,483 1,027,257 3,284,483 1,027,257 |
Subsequent Events | Subsequent Events The Company has evaluated events that have occurred after the balance sheet date but before these condensed consolidated financial statements were issued. Based upon that evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed in Note 11 - Subsequent Events. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Net Income (Loss) Per Share Basic and Diluted Weighted Average Shares Outstanding | The following table details the net loss per share calculation, reconciles between basic and diluted weighted average shares outstanding, and presents the potentially dilutive shares that are excluded from the calculation of the weighted average diluted common shares outstanding, because their inclusion would have been anti-dilutive: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Numerator: Net loss $ (10,265,760 ) $ (21,486,978 ) $ (18,708,007 ) $ (16,983,981 ) Weighted average shares outstanding (denominator for basic earnings per share) 7,951,954 1,959,087 5,658,831 1,790,176 Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method) 7,951,954 1,959,087 5,658,831 1,790,176 Basic loss per share $ (1.29 ) $ (10.97 ) $ (3.31 ) $ (9.49 ) Diluted loss per share $ (1.29 ) $ (10.97 ) $ (3.31 ) $ (9.49 ) |
Schedule of Anti Dilutive Common Shares | The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been dilutive: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Options - 162,957 - 162,957 Warrants 3,284,483 864,300 3,284,483 864,300 Total potentially dilutive shares 3,284,483 1,027,257 3,284,483 1,027,257 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Schedule of Prepaid Expenses | Prepaid expenses and other current assets consist of the following as of September 30, 2023 and December 31, 2022: September 30, December 31, 2023 2022 Insurance $ 208,064 $ 1,027,292 Research and development expense tax credit receivable 51,639 546,563 Professional fees 369,906 310,017 Value-added tax receivable 53,134 48,774 Income taxes 25,634 25,634 $ 708,377 $ 1,958,280 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following as of September 30, 2023 and December 31, 2022 September 30, December 31, 2023 2022 Consulting fees $ 582,476 $ 531,829 Professional fees 125,000 3,945 Litigation accrual (1) 49,999 125,255 Employee and director compensation 1,367,453 1,558,024 Research and development fees 175,165 22,023 Interest 66,415 36,422 Other 9,152 7,018 $ 2,375,660 $ 2,284,516 (1) See Note 8 - Commitments and Contingencies, Legal Matters |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Liabilities [Abstract] | |
Schedule of Derivative Liabilities | The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities (except the Public SPAC Warrants as defined below, which are Level 1 derivative liabilities) that are measured at fair value on a recurring basis: Warrants Public Private SPAC SPAC PIPE Other Total Balance as of January 1, 2023 $ 31,625 $ 1,256 $ 42,100 $ 400 $ 75,381 Change in fair value of derivative liabilities (21,390 ) (1,005 ) (30,600 ) (328 ) (53,323 ) Balance as of March 31, 2023 $ 10,235 $ 251 $ 11,500 $ 72 $ 22,058 Change in fair value of derivative liabilities (4,600 ) (251 ) (9,500 ) (66 ) (14,417 ) Balance as of June 30, 2023 $ 5,635 $ - $ 2,000 $ 6 $ 7,641 Change in fair value of derivative liabilities (230 ) - (1,800 ) (6 ) (2,036 ) Balance as of September 30, 2023 $ 5,405 $ - $ 200 $ - $ 5,605 |
Schedule of Option Pricing Models | The fair value of the derivative liabilities as of September 30, 2023, and December 31, 2022 was estimated using the Black Scholes option pricing model, with the following assumptions used: September 30, Risk-free interest rate 4.94% - 5.50% Expected term in years 0.84 – 2.40 Expected volatility 100.0% - 110.0% Expected dividends 0% Market Price $0.61 December 31, 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% Market Price $3.39 |
Loans Payable (Tables)
Loans Payable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Loans Payable [Abstract] | |
Schedule of Loans Payable Activity | The following table summarizes the activity of loans payable during the nine months ended September 30, 2023: Principal Principal Effect of Principal Bounce Back Loan $ 43,129 $ (9,155 ) $ 508 $ 34,482 First Insurance - 2022 1,060,890 (976,020 ) - 84,870 Other loans payable 235,686 - 63 235,749 Total loans payable $ 1,339,705 $ (985,175 ) $ 571 $ 355,101 Less: loans payable – current portion 1,308,516 332,885 Loans payable – noncurrent portion $ 31,189 $ 22,216 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity [Abstract] | |
Schedule of Restricted Stock Shares Granted and Outstanding | Below is a table summarizing the Restricted Stock Shares granted and outstanding as of and for the quarter ended September 30, 2023: Unvested Weighted Stock FV Price Unvested as of January 1, 2023 275 $ 81.00 Granted - - Vested (190 ) 81.00 Forfeited (55 ) - Unvested as of September 30, 2023 30 81.00 Total unrecognized expense remaining $ 2,430 Weighted-average years expected to be recognized over 0.25 - |
Schedule of Option Activity | A summary of the option activity during the nine months ended September 30, 2023 is presented below: Weighted Weighted Average Average Remaining Number of Exercise Term Intrinsic Options Price (Years) Value Outstanding, January 1, 2023 162,956 $ 84.63 8.6 - Granted 269,776 0.67 9.9 - Exercised - - - - Forfeited/Expired (15,000 ) - - - Outstanding, September 30, 2023 417,732 $ 30.61 9.2 $ - Exercisable, September 30, 2023 177,987 $ 55.52 8.5 $ - Number of Weighted Weighted Intrinsic Outstanding, January 1, 2023 3,435,728 $ 30.92 5.1 $ - Issued 11,305,205 0.48 5.0 - Exercised (1,834,140 ) 0.0001 - - Cancelled - - - - Expired - - - - Outstanding, September 30, 2023 12,906,793 $ 8.43 3.4 $ - Exercisable, September 30, 2023 12,906,793 $ 8.43 3.4 - |
Schedule of Outstanding and Exercisable Stock Options | A summary of outstanding and exercisable stock options as of September 30, 2023 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 7.2 2,500 $ 88.60 79,000 7.4 70,222 $ 151.20 21,800 7.8 11,808 $ 79.00 18,750 8.2 17,240 $ 27.20 25,906 8.6 12,691 $ 0.67 269,776 9.9 63,526 417,732 8.5 177,987 Warrants Outstanding Warrants Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 100.00 128,200 2.4 128,200 $ 105.60 3,183 1.6 3,183 $ 141.40 1,250 0.8 1,250 $ 150.00 125,000 2.9 125,000 $ 230.00 300,062 2.1 300,062 $ 0.83 4,448,713 5.0 4,448,713 $ 0.65 4,615,385 5.0 4,615,385 $ 0.0001 3,285,000 - 3,285,000 12,906,793 4.9 12,906,793 |
Going Concern and Management'_2
Going Concern and Management's Plans (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||||||
Aug. 09, 2023 | Apr. 05, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | ||||
Going Concern and Management's Plans (Details) [Line Items] | ||||||||||||||
Accumulated deficit | $ (126,116,552) | $ (126,116,552) | $ (107,408,545) | |||||||||||
Working capital deficit | 1,435,947 | 1,435,947 | ||||||||||||
Net losses | $ (10,265,760) | $ (3,680,169) | $ (4,762,078) | $ (21,486,978) | $ 2,939,284 | $ 1,563,713 | (18,708,007) | $ (16,983,981) | ||||||
Cash used in operating activities | $ (8,762,209) | $ (9,200,830) | ||||||||||||
Common stock, pre-funded warrants to purchase (in Shares) | 667,000 | |||||||||||||
common stock issued (in Shares) | 6,738,456 | 6,738,456 | 3,746,906 | |||||||||||
Gross Proceeds | $ 3,000,000 | $ 3,000,000 | ||||||||||||
Common Stock [Member] | ||||||||||||||
Going Concern and Management's Plans (Details) [Line Items] | ||||||||||||||
Net losses | ||||||||||||||
Common stock, pre-funded warrants to purchase (in Shares) | 400,000 | 666,925 | [1] | 400,000 | [2] | 175,000 | [3] | |||||||
April 2023 Pre-Funded Warrants [Member] | ||||||||||||||
Going Concern and Management's Plans (Details) [Line Items] | ||||||||||||||
common stock issued (in Shares) | 3,900,000 | 1,200,000 | ||||||||||||
April 2023 Common Warrants [Member] | ||||||||||||||
Going Concern and Management's Plans (Details) [Line Items] | ||||||||||||||
common stock issued (in Shares) | 1,600,000 | |||||||||||||
August 2023 Common Warrants [Member] | ||||||||||||||
Going Concern and Management's Plans (Details) [Line Items] | ||||||||||||||
common stock issued (in Shares) | 4,600,000 | |||||||||||||
[1]Consists of $2,999,605 of gross proceeds from the August 2023 Offering; gross proceeds of $272,106 are related to common shares issued (with related placement agent fees of $26,758), gross proceeds of $1,449,470 are related to pre-funded warrants issued (with related placement agent fees of $142,538) and gross proceeds of $1,278,029 are related to common warrants issued (with related placement agent fees of $125,679). At the end of the period, 663,460 August 2023 pre-funded warrants were exercised for proceeds of $66.[2]Consists of $2,999,882 of gross proceeds from the April 2023 Offering; gross proceeds of $421,527 are related to common shares issued (with related placement agent fees of $39,343), gross proceeds of $1,233,564 are related to pre-funded warrants issued (with related placement agent fees of $115,134) and gross proceeds of $1,344,791 are related to common warrants issued (with related placement agent fees of $125,516). At the end of the current period, all 1,170,680 April 2023 pre-funded warrants were exercised for proceeds of $117.[3] Consists of $6,499,737 of gross proceeds from the July 2022 Offering; gross proceeds of $3,710,000 are related to the common shares and common warrants issued and includes $302,510 in related placement agent fees and other offering costs, and $2,789,737 in gross proceeds are in connection with the pre-funded warrants and includes $227,472 in related placement agent fees and other offering costs. At the end of the period, 1,547,076 July 2022 pre-funded warrants were exercised for proceeds of $155. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Foreign currency translation description | The functional currency of certain subsidiaries was the British Pound (“GBP”) (1.2386 and 1.2098 GBP to 1 US dollar, each as of September 30, 2023 and December 31, 2022, respectively) for balance sheet accounts, while expense accounts are translated at the weighted average exchange rate for the period (1.2655 and 1.1772 GBP to 1 US dollar for each of the three months ended September 30, 2023 and 2022, respectively, and 1.2442 and 1.2597 GBP to 1 US dollar each for the nine months ended September 30, 2023 and 2022, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ (deficit) equity as a component of accumulated other comprehensive (loss) income. | ||||
Comprehensive loss | $ 51,316 | $ (1,871,072) | $ 36,712 | $ (4,507,204) | |
Foreign currency transaction gain (losses) | (2,952) | $ (1,485) | (14,031) | $ (14,151) | |
Asset carrying amount | $ 12,405,084 | ||||
Fair market value | (9,063,000) | ||||
Assets impaired | 3,342,084 | ||||
In-process research and development | 9,063,000 | ||||
In-process research and development after impairment | 9,063,000 | ||||
Loss on impairment | 9,063,000 | ||||
In-process research and development assets | 2,300,000 | 2,300,000 | |||
Minimum [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Fair market value | 0 | ||||
Assets exceeded market values | 1,462,084 | ||||
In-process research and development | 0 | ||||
Maximum [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Fair market value | 9,063,000 | ||||
Assets exceeded market values | 1,880,000 | ||||
In-process research and development | 9,063,000 | ||||
Revision of Prior Period, Accounting Standards Update, Adjustment [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
In-process research and development | 9,063,000 | 9,063,000 | |||
In Process Research and Development [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
In-process research and development | $ 0 | $ 0 | |||
CBR Pharma [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Asset carrying amount | 1,462,084 | ||||
180 LP [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Asset carrying amount | $ 10,943,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Net Income (Loss) Per Share Basic and Diluted Weighted Average Shares Outstanding - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||||||
Net loss | $ (10,265,760) | $ (3,680,169) | $ (4,762,078) | $ (21,486,978) | $ 2,939,284 | $ 1,563,713 | $ (18,708,007) | $ (16,983,981) |
Weighted average shares outstanding (denominator for basic earnings per share) | 7,951,954 | 1,959,087 | 5,658,831 | 1,790,176 | ||||
Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method) | 7,951,954 | 1,959,087 | 5,658,831 | 1,790,176 | ||||
Basic loss per share | $ (1.29) | $ (10.97) | $ (3.31) | $ (9.49) | ||||
Diluted loss per share | $ (1.29) | $ (10.97) | $ (3.31) | $ (9.49) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Anti Dilutive Common Shares - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially anti-dilutive shares | 3,284,483 | 1,027,257 | 3,284,483 | 1,027,257 |
Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially anti-dilutive shares | 162,957 | 162,957 | ||
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially anti-dilutive shares | 3,284,483 | 864,300 | 3,284,483 | 864,300 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of Prepaid Expenses - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Prepaid Expenses [Abstract] | ||
Insurance | $ 208,064 | $ 1,027,292 |
Research and development expense tax credit receivable | 51,639 | 546,563 |
Professional fees | 369,906 | 310,017 |
Value-added tax receivable | 53,134 | 48,774 |
Income taxes | 25,634 | 25,634 |
Total | $ 708,377 | $ 1,958,280 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Related Party [Member] | ||
Accrued Expenses (Details) [Line Items] | ||
Accrued expenses - related parties | $ 328,303 | $ 188,159 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of Accrued Expenses - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Accrued Expenses [Abstract] | |||
Consulting fees | $ 582,476 | $ 531,829 | |
Professional fees | 125,000 | 3,945 | |
Litigation accrual | [1] | 49,999 | 125,255 |
Employee and director compensation | 1,367,453 | 1,558,024 | |
Research and development fees | 175,165 | 22,023 | |
Interest | 66,415 | 36,422 | |
Other | 9,152 | 7,018 | |
Total | $ 2,375,660 | $ 2,284,516 | |
[1] See Note 8 - Commitments and Contingencies, Legal Matters |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Mar. 12, 2021 | Feb. 23, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 09, 2023 | |
Derivative Liabilities (Details) [Line Items] | |||||||
Fair value of the derivative liabilities | $ 3,762 | $ 137,698 | |||||
Exercise price per share (in Dollars per share) | $ 1.78 | ||||||
Warrant purchase share (in Shares) | 1,250 | ||||||
Exercise price per share (in Dollars per share) | $ 141.4 | $ 141.4 | |||||
Outstanding warrants, Percentage | 10% | ||||||
Private Placement [Member] | |||||||
Derivative Liabilities (Details) [Line Items] | |||||||
Aggregate amount (in Shares) | 502,500 | ||||||
Warrant, description | Each Private 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. | ||||||
Warrant revalued amount | $ 0 | ||||||
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. | ||||||
Public SPAC Warrants [Member] | IPO [Member] | |||||||
Derivative Liabilities (Details) [Line Items] | |||||||
Aggregate amount (in Shares) | 11,500,000 | ||||||
SPAC Warrants [Member] | |||||||
Derivative Liabilities (Details) [Line Items] | |||||||
Warrant revalued amount | $ 5,405 | 592,250 | |||||
Fair value of the derivative liabilities | $ 230 | 1,246,600 | 26,220 | 7,456,600 | |||
Private Warrant [Member] | |||||||
Derivative Liabilities (Details) [Line Items] | |||||||
Fair value of the derivative liabilities | 0 | 1,256 | |||||
Private Warrants [Member] | |||||||
Derivative Liabilities (Details) [Line Items] | |||||||
Warrant revalued amount | 20,100 | ||||||
Fair value of the derivative liabilities | 10,050 | 447,225 | |||||
PIPE Warrants [Member] | |||||||
Derivative Liabilities (Details) [Line Items] | |||||||
Warrant revalued amount | 200 | 433,600 | |||||
Fair value of the derivative liabilities | 1,800 | 188,000 | 41,900 | 6,082,700 | |||
Purchase of shares of common stock (in Shares) | 128,200 | ||||||
Exercise price per share (in Dollars per share) | $ 100 | ||||||
AGP Warrants [Member] | |||||||
Derivative Liabilities (Details) [Line Items] | |||||||
Warrant revalued amount | 6,633 | ||||||
Fair value of the derivative liabilities | 6 | $ 400 | |||||
Purchase of aggregate shares (in Shares) | 3,183 | ||||||
Exercise price per share (in Dollars per share) | $ 105.6 | ||||||
Beneficial ownership | 4.99% | ||||||
Warrants Revalued amount | 0 | $ 0 | |||||
Alpha Warrant [Member] | |||||||
Derivative Liabilities (Details) [Line Items] | |||||||
Warrant revalued amount | $ 224 | ||||||
Fair value of the derivative liabilities | $ 1,496 | $ 43,337 | |||||
Beneficial ownership | 4.99% | ||||||
Revalued warrant | $ 0 | $ 0 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details) - Schedule of Derivative Liabilities - USD ($) | 3 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Public SPAC Warrants [Member] | |||
Derivative Liabilities (Details) - Schedule of Derivative Liabilities [Line Items] | |||
Beginning balance | $ 5,635 | $ 10,235 | $ 31,625 |
Change in fair value of derivative liabilities | (230) | (4,600) | (21,390) |
Ending balance | 5,405 | 5,635 | 10,235 |
Private SPAC Warrants [Member] | |||
Derivative Liabilities (Details) - Schedule of Derivative Liabilities [Line Items] | |||
Beginning balance | 251 | 1,256 | |
Change in fair value of derivative liabilities | (251) | (1,005) | |
Ending balance | 251 | ||
PIPE Warrants [Member] | |||
Derivative Liabilities (Details) - Schedule of Derivative Liabilities [Line Items] | |||
Beginning balance | 2,000 | 11,500 | 42,100 |
Change in fair value of derivative liabilities | (1,800) | (9,500) | (30,600) |
Ending balance | 200 | 2,000 | 11,500 |
Other Warrants [Member] | |||
Derivative Liabilities (Details) - Schedule of Derivative Liabilities [Line Items] | |||
Beginning balance | 6 | 72 | 400 |
Change in fair value of derivative liabilities | (6) | (66) | (328) |
Ending balance | 6 | 72 | |
Convertible Notes Payable [Member] | |||
Derivative Liabilities (Details) - Schedule of Derivative Liabilities [Line Items] | |||
Beginning balance | 7,641 | 22,058 | 75,381 |
Change in fair value of derivative liabilities | (2,036) | (14,417) | (53,323) |
Ending balance | $ 5,605 | $ 7,641 | $ 22,058 |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details) - Schedule of Option Pricing Models | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Expected term in years | 5 years 2 months 4 days | |
Expected dividends | 0% | 0% |
Market Price | 0.61% | 3.39% |
Minimum [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Risk-free interest rate | 4.94% | 2.30% |
Expected term in years | 10 months 2 days | 1 year 7 months 2 days |
Expected volatility | 100% | 76% |
Maximum [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Risk-free interest rate | 5.50% | 4.50% |
Expected term in years | 2 years 4 months 24 days | 3 years 10 months 24 days |
Expected volatility | 110% | 105% |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Loans Payable (Details) [Line Items] | |||||
Interest expense | $ 11,633 | $ 7,348 | $ 34,796 | $ 22,117 | |
Interest expense related party | 0 | $ 1,536 | 0 | $ 1,495 | |
Accrued interest | $ 37,960 | ||||
Accrued income | 0 | 0 | $ 16,770 | ||
PPP Loans [Member] | |||||
Loans Payable (Details) [Line Items] | |||||
Accrued interest | $ 66,415 | $ 66,415 |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of Loans Payable Activity - Loans Payable [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Loans Payable (Details) - Schedule of Loans Payable Activity [Line Items] | |
Principal beginning balance | $ 1,339,705 |
Adjustments | (985,175) |
Principal Repaid in Cash | 571 |
New Issuances | 355,101 |
Less: Principal beginning balance loans payable – current portion | 1,308,516 |
Less: Principal beginning balance loans payable – current portion | 332,885 |
Principal beginning balance Loans payable – non-current portion | 31,189 |
Principal beginning balance Loans payable – non-current portion | 22,216 |
Bounce Back Loan [Member] | |
Loans Payable (Details) - Schedule of Loans Payable Activity [Line Items] | |
Principal beginning balance | 43,129 |
Adjustments | (9,155) |
Principal Repaid in Cash | 508 |
New Issuances | 34,482 |
First Assurance - 2022 [Member] | |
Loans Payable (Details) - Schedule of Loans Payable Activity [Line Items] | |
Principal beginning balance | 1,060,890 |
Adjustments | (976,020) |
Principal Repaid in Cash | |
New Issuances | 84,870 |
Other loans payable [Member] | |
Loans Payable (Details) - Schedule of Loans Payable Activity [Line Items] | |
Principal beginning balance | 235,686 |
Adjustments | |
Principal Repaid in Cash | 63 |
New Issuances | $ 235,749 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 9 Months Ended | |||||||
Oct. 11, 2023 | Sep. 07, 2023 $ / shares | Sep. 20, 2022 USD ($) | May 03, 2022 USD ($) | Feb. 24, 2022 USD ($) | Sep. 01, 2021 USD ($) | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2023 CAD ($) | |
Commitments and Contingencies (Details) [Line Items] | ||||||||
Compensatory damages in excess | $ 11,286,570 | |||||||
Principal amount | $ 371,178 | |||||||
Additional amount | $ 300,000 | |||||||
Attorney’s fees totaling | $ 714,557 | |||||||
Interest accruing | $ 6,776,686 | |||||||
Litigation settlement expense | 3,257,574 | $ 4,395,000 | ||||||
Additional sum of amount | $ 2,721,036 | |||||||
Damages sought value | $ 2,000,000 | |||||||
Bid price per share (in Dollars per share) | $ / shares | $ 1 | $ 1 | ||||||
Subsequent Event [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Public offering percentage | 20% | |||||||
Single investor purchasing percentage. | 98% |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Jun. 22, 2028 | Oct. 23, 2023 | Apr. 05, 2023 | Aug. 31, 2023 | Apr. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Aug. 09, 2023 | Dec. 15, 2022 | |
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Par value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Stock issued during period, shares, purchase of assets (in Shares) | 400,000 | |||||||||||||
Aggregate shares (in Shares) | 1,170,680 | |||||||||||||
Warrants purchase price (in Dollars per share) | $ 1.78 | |||||||||||||
Company’s outstanding common stock percent | 9.99% | 9.99% | ||||||||||||
Warrants exercisable years | 5 years | 5 years 6 months | ||||||||||||
Prefunded Warrant Exercised | $ 117 | |||||||||||||
Assess change in relative fair value, description | To assess for the change in relative fair value, the Company performed a Black Scholes Option Model calculation to quantify the fair value of the common warrants under their original terms as of the modification date using the following assumptions: a share price of $1.43, exercise prices of $21.20 and $3.50 for the July 2022 common warrants and December 2022 common warrants, respectively, an expected term of 4.8 and 5.2 years, respectively, volatility of 106%, a dividend rate of 0% and a discount rate of 3.36. The Company then performed a Black Scholes Option Model calculation to quantify the fair value of the common warrants with their new modified terms as of the modification date using the following assumptions: a share price of $1.43, an exercise price of $1.78 for both the July 2022 common warrants and December 2022 common warrants, an expected term of 5.5 years, volatility of 106%, a dividend rate of 0% and a discount rate of 3.36. The aggregate difference of approximately $0.8 million between the two calculated amounts was recorded as an equity issuance cost within equity during the period to account for the change in relative fair value. | |||||||||||||
Shares issued (in Shares) | 470,000 | 470,000 | ||||||||||||
Aggregate shares of common stock (in Shares) | 666,925 | |||||||||||||
Warrants shares purchase (in Shares) | 3,948,460 | 3,948,460 | ||||||||||||
Common stock warrants purchase (in Shares) | 4,615,385 | 4,615,385 | ||||||||||||
Warrant price per share (in Dollars per share) | $ 0.65 | |||||||||||||
Aggregate gross proceeds | $ 3,000,000 | |||||||||||||
Warrants exercise price (in Shares) | 0.0001 | |||||||||||||
Warrants purchased | $ 306,604 | $ 2,571,429 | $ 1,570,680 | |||||||||||
Exercise price per share (in Dollars per share) | $ 1.78 | |||||||||||||
Exercise price (in Dollars per share) | $ 1.78 | 1.78 | ||||||||||||
Share price (in Dollars per share) | $ 0.84 | $ 0.84 | ||||||||||||
Expected term | 5 years 2 months 4 days | |||||||||||||
Volatility percentage | 100% | |||||||||||||
Dividend rate | 0% | 0% | ||||||||||||
Discount rate | 4.12% | |||||||||||||
Change in relative fair value | $ 1,400,000 | $ 1,400,000 | ||||||||||||
Vested shares issued (in Shares) | 90,485 | |||||||||||||
Issuance of fair value | $ 60,624 | |||||||||||||
Restricted Stock (in Shares) | 3,645 | |||||||||||||
Amortization of restricted stock shares | $ 6,075 | $ 20,250 | ||||||||||||
Compensation expense | $ 672,083 | 2,273,947 | ||||||||||||
Issuance of directors services | 60,624 | 583,994 | ||||||||||||
Amortization of restricted stock | 1,692,725 | |||||||||||||
General and administrative expenses | 563,361 | 1,504,768 | ||||||||||||
Research and development expenses | $ 87,846 | $ 314,028 | ||||||||||||
Weighted average remaining vesting period | 1 year 5 months 23 days | |||||||||||||
First Amendment to the 2022 Omnibus Incentive Plan (“OIP”) [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Shares issued (in Shares) | 120,000 | 120,000 | ||||||||||||
Warrants [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Prefunded Warrant Exercised | $ 66 | |||||||||||||
Pre-funded warrants (in Shares) | 3,285,000 | |||||||||||||
Common Warrant Agreements [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Exercise price (in Dollars per share) | $ 0.83 | |||||||||||||
Black Scholes Option Model [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Exercise price (in Dollars per share) | $ 0.83 | $ 0.83 | ||||||||||||
Share price (in Dollars per share) | $ 0.84 | $ 0.84 | ||||||||||||
Expected term | 5 years 2 months 4 days | |||||||||||||
Volatility percentage | 100% | |||||||||||||
Dividend rate | 0% | |||||||||||||
Discount rate | 4.12% | |||||||||||||
Stock Options [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Compensation expense | $ 644,618 | $ 1,753,349 | ||||||||||||
Research and development expenses | 81,257 | 248,581 | ||||||||||||
Unrecognized stock-based compensation expense | 1,993,409 | |||||||||||||
Restricted Stock [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Unrecognized stock-based compensation expense | $ 2,430 | |||||||||||||
Weighted average remaining vesting period | 3 months | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Prefunded Warrant Exercised | $ 74 | |||||||||||||
Pre-Funded Warrant Shares (in Shares) | 737,000 | |||||||||||||
Pre-funded warrants (in Shares) | 2,548,000 | |||||||||||||
General and Administrative Expense [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
General and administrative expenses | $ 584,237 | $ 1,959,919 | ||||||||||||
Pre-Funded Warrants (Member) | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Aggregate shares (in Shares) | 1,570,680 | |||||||||||||
Warrants purchase price (in Dollars per share) | $ 1.91 | |||||||||||||
Aggregate gross proceeds | $ 3,000,000 | |||||||||||||
Warrants purchase (in Shares) | 1,170,680 | |||||||||||||
Pre-Funded Warrant Shares (in Shares) | 663,460 | |||||||||||||
Warrant Price [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Warrants purchase price (in Dollars per share) | $ 3.5 | $ 0.0001 | $ 1.78 | $ 21.2 | ||||||||||
Warrant to Purchase Common Stock [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Warrants purchase (in Shares) | 306,604 | 2,571,429 | ||||||||||||
August 2023 Offering pre-funded warrants [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Company’s outstanding common stock percent | 4.99% | |||||||||||||
Exercise price per share (in Dollars per share) | $ 0.65 | |||||||||||||
Restricted Stock [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Restricted Stock (in Shares) | 15,390 | |||||||||||||
Issuance of directors services | $ 60,624 | |||||||||||||
Common Warrant [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Company’s outstanding common stock percent | 9.99% |
Stockholders_ Equity (Deficit_3
Stockholders’ Equity (Deficit) (Details) - Schedule of Restricted Stock Shares Granted and Outstanding | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Schedule Of Restricted Stock Shares Granted And Outstanding Abstract | |
Unvested Restricted Stock, Unvested Beginning | shares | 275 |
Weighted Average Grant Date FV Price, Unvested Beginning | $ / shares | $ 81 |
Unvested Restricted Stock, Granted | shares | |
Weighted Average Grant Date FV Price, Granted | $ / shares | |
Unvested Restricted Stock, Vested | shares | (190) |
Weighted Average Grant Date FV Price, Vested | $ / shares | $ 81 |
Unvested Restricted Stock, Forfeited | shares | (55) |
Weighted Average Grant Date FV Price, Forfeited | $ / shares | |
Unvested Restricted Stock, Unvested Ending | shares | 30 |
Weighted Average Grant Date FV Price, Unvested Ending | $ / shares | $ 81 |
Unvested Restricted Stock, Total unrecognized expense remaining | $ | $ 2,430 |
Unvested Restricted Stock, Weighted-average years expected to be recognized over | 3 months |
Weighted Average Grant Date FV Price, Weighted-average years expected to be recognized over |
Stockholders_ Equity (Deficit_4
Stockholders’ Equity (Deficit) (Details) - Schedule of Option Activity - USD ($) | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders’ Equity (Deficit) (Details) - Schedule of Option Activity [Line Items] | |
Number of Options, Outstanding beginning | 162,956 |
Weighted Average Exercise Price, Outstanding beginning | $ 84.63 |
Weighted Average Remaining Term (in Years), Outstanding beginning | 8 years 7 months 6 days |
Intrinsic Value, Outstanding beginning | |
Number of Options, Outstanding ending | 417,732 |
Weighted Average Exercise Price, Outstanding ending | $ 30.61 |
Weighted Average Remaining Term (in Years), Outstanding ending | 9 years 2 months 12 days |
Number of Options, Exercisable ending | 177,987 |
Weighted Average Exercise Price, Exercisable ending | $ 55.52 |
Weighted Average Remaining Term (in Years), Exercisable ending | 8 years 6 months |
Number of Options, Granted | 269,776 |
Weighted Average Exercise Price, Granted | $ 0.67 |
Weighted Average Remaining Term (in Years), Granted | 9 years 10 months 24 days |
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 | (15,000) |
Weighted Average Exercise Price, Expired | |
Weighted Average Remaining Term (in Years), Expired | |
Intrinsic Value, Expired | |
Warrant [Member] | |
Stockholders’ Equity (Deficit) (Details) - Schedule of Option Activity [Line Items] | |
Number of Options, Outstanding beginning | 3,435,728 |
Weighted Average Exercise Price, Outstanding beginning | $ 30.92 |
Weighted Average Remaining Term (in Years), Outstanding beginning | 5 years 1 month 6 days |
Number of Options, Outstanding ending | 12,906,793 |
Weighted Average Exercise Price, Outstanding ending | $ 8.43 |
Weighted Average Remaining Term (in Years), Outstanding ending | 3 years 4 months 24 days |
Number of Options, Exercisable ending | 12,906,793 |
Weighted Average Exercise Price, Exercisable ending | $ 8.43 |
Weighted Average Remaining Term (in Years), Exercisable ending | 3 years 4 months 24 days |
Intrinsic Value, Exercisable ending | |
Number of Options, Issued | 11,305,205 |
Weighted Average Exercise Price, Issued | $ 0.48 |
Weighted Average Remaining Term (in Years), Issued | 5 years |
Intrinsic Value, Issued | |
Number of Options, Exercised | (1,834,140) |
Weighted Average Exercise Price, Exercised | $ 0.0001 |
Weighted Average Remaining Term (in Years), Exercised | |
Intrinsic Value, Exercised | |
Number of Options, Cancelled | |
Weighted Average Remaining Term (in Years), Cancelled | |
Intrinsic Value, Cancelled | |
Number of Options, Expired | |
Weighted Average Exercise Price, Expired | |
Weighted Average Remaining Term (in Years), Expired | |
Intrinsic Value, Expired |
Stockholders_ Equity (Deficit_5
Stockholders’ Equity (Deficit) (Details) - Schedule of Outstanding and Exercisable Stock Options | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding Exercise Price (in Dollars per share) | $ / shares | $ 1.78 |
$Stock Options Exercisable, Number of shares | 177,987 |
49.80 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding Exercise Price (in Dollars per share) | $ / shares | $ 49.8 |
88.60 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding Exercise Price (in Dollars per share) | $ / shares | 88.6 |
151.20 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding Exercise Price (in Dollars per share) | $ / shares | 151.2 |
79.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding Exercise Price (in Dollars per share) | $ / shares | 79 |
27.20 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding Exercise Price (in Dollars per share) | $ / shares | 27.2 |
0.67 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding Exercise Price (in Dollars per share) | $ / shares | $ 0.67 |
Warrant [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding Number of shares | 12,906,793 |
Stock Options Exercisable Weighted, Average Remaining Life in Years | 4 years 10 months 24 days |
$Stock Options Exercisable, Number of shares | 12,906,793 |
Warrant [Member] | 100.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding Exercise Price (in Dollars per share) | $ / shares | $ 100 |
Stock Options Outstanding Number of shares | 128,200 |
Stock Options Exercisable Weighted, Average Remaining Life in Years | 2 years 4 months 24 days |
$Stock Options Exercisable, Number of shares | 128,200 |
Warrant [Member] | 105.60 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding Exercise Price (in Dollars per share) | $ / shares | $ 105.6 |
Stock Options Outstanding Number of shares | 3,183 |
Stock Options Exercisable Weighted, Average Remaining Life in Years | 1 year 7 months 6 days |
$Stock Options Exercisable, Number of shares | 3,183 |
Warrant [Member] | 141.40 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding Exercise Price (in Dollars per share) | $ / shares | $ 141.4 |
Stock Options Outstanding Number of shares | 1,250 |
Stock Options Exercisable Weighted, Average Remaining Life in Years | 9 months 18 days |
$Stock Options Exercisable, Number of shares | 1,250 |
Warrant [Member] | 150.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding Exercise Price (in Dollars per share) | $ / shares | $ 150 |
Stock Options Outstanding Number of shares | 125,000 |
Stock Options Exercisable Weighted, Average Remaining Life in Years | 2 years 10 months 24 days |
$Stock Options Exercisable, Number of shares | 125,000 |
Warrant [Member] | 230.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding Exercise Price (in Dollars per share) | $ / shares | $ 230 |
Stock Options Outstanding Number of shares | 300,062 |
Stock Options Exercisable Weighted, Average Remaining Life in Years | 2 years 1 month 6 days |
$Stock Options Exercisable, Number of shares | 300,062 |
Warrant [Member] | 0.83 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding Exercise Price (in Dollars per share) | $ / shares | $ 0.83 |
Stock Options Outstanding Number of shares | 4,448,713 |
Stock Options Exercisable Weighted, Average Remaining Life in Years | 5 years |
$Stock Options Exercisable, Number of shares | 4,448,713 |
Warrant [Member] | 0.65 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding Exercise Price (in Dollars per share) | $ / shares | $ 0.65 |
Stock Options Outstanding Number of shares | 4,615,385 |
Stock Options Exercisable Weighted, Average Remaining Life in Years | 5 years |
$Stock Options Exercisable, Number of shares | 4,615,385 |
Warrant [Member] | 0.0001 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding Exercise Price (in Dollars per share) | $ / shares | $ 0.0001 |
Stock Options Outstanding Number of shares | 3,285,000 |
$Stock Options Exercisable, Number of shares | 3,285,000 |
Stock Options [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding Number of shares | 417,732 |
Stock Options Exercisable Weighted, Average Remaining Life in Years | 8 years 6 months |
$Stock Options Exercisable, Number of shares | 177,987 |
Stock Options [Member] | 49.80 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding Number of shares | 2,500 |
Stock Options Exercisable Weighted, Average Remaining Life in Years | 7 years 2 months 12 days |
$Stock Options Exercisable, Number of shares | 2,500 |
Stock Options [Member] | 88.60 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding Number of shares | 79,000 |
Stock Options Exercisable Weighted, Average Remaining Life in Years | 7 years 4 months 24 days |
$Stock Options Exercisable, Number of shares | 70,222 |
Stock Options [Member] | 151.20 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding Number of shares | 21,800 |
Stock Options Exercisable Weighted, Average Remaining Life in Years | 7 years 9 months 18 days |
$Stock Options Exercisable, Number of shares | 11,808 |
Stock Options [Member] | 79.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding Number of shares | 18,750 |
Stock Options Exercisable Weighted, Average Remaining Life in Years | 8 years 2 months 12 days |
$Stock Options Exercisable, Number of shares | 17,240 |
Stock Options [Member] | 27.20 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding Number of shares | 25,906 |
Stock Options Exercisable Weighted, Average Remaining Life in Years | 8 years 7 months 6 days |
$Stock Options Exercisable, Number of shares | 12,691 |
Stock Options [Member] | 0.67 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding Number of shares | 269,776 |
Stock Options Exercisable Weighted, Average Remaining Life in Years | 9 years 10 months 24 days |
$Stock Options Exercisable, Number of shares | 63,526 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Parties (Details) [Line Items] | |||||
Research and development expenses | $ 132,881 | $ 53,347 | $ 481,027 | $ 158,401 | |
Stockholder percentage | 5% | ||||
General and administrative - related parties | 5,261 | ||||
Stockholders percentage | 5% | ||||
Interest (expense) income – related parties | $ (1,536) | $ 1,495 | |||
Former officers, directors [Member] | |||||
Related Parties (Details) [Line Items] | |||||
Stockholder percentage | 5% | ||||
Related Party [Member] | |||||
Related Parties (Details) [Line Items] | |||||
Accrued expenses - related parties | $ 328,303 | $ 328,303 | $ 188,159 |