Cover
Cover - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 29, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-39126 | ||
Entity Registrant Name | CNS Pharmaceuticals, Inc. | ||
Entity Central Index Key | 0001729427 | ||
Entity Tax Identification Number | 82-2318545 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 2100 West Loop South | ||
Entity Address, Address Line Two | Suite 900 | ||
Entity Address, City or Town | Houston | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77027 | ||
City Area Code | 800 | ||
Local Phone Number | 946-9185 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | CNSP | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 8,780 | ||
Entity Common Stock, Shares Outstanding | 2,226,325 | ||
Auditor Firm ID | 206 | ||
Auditor Name | MaloneBailey, LLP | ||
Auditor Location | Houston, Texas |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 10,055,407 | $ 5,004,517 |
Prepaid expenses and other current assets | 2,509,238 | 2,472,933 |
Total current assets | 12,564,645 | 7,477,450 |
Noncurrent Assets: | ||
Prepaid expenses, net of current portion | 482,806 | 929,688 |
Property and equipment, net | 5,664 | 16,109 |
Deferred offering costs | 0 | 334,138 |
Total noncurrent assets | 488,470 | 1,279,935 |
Total Assets | 13,053,115 | 8,757,385 |
Current Liabilities: | ||
Accounts payable | 3,681,900 | 1,981,445 |
Accrued expenses | 828,391 | 224,949 |
Notes payable | 409,968 | 387,794 |
Total current liabilities | 4,920,259 | 2,594,188 |
Total Liabilities | 4,920,259 | 2,594,188 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized and 0 shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value, 75,000,000 shares authorized and 1,617,325 and 949,052 shares issued and outstanding, respectively | 1,617 | 949 |
Additional paid-in capital | 58,846,916 | 41,603,791 |
Accumulated deficit | (50,715,677) | (35,441,543) |
Total Stockholders' Equity | 8,132,856 | 6,163,197 |
Total Liabilities and Stockholders' Equity | $ 13,053,115 | $ 8,757,385 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 |
Common Stock, Shares, Issued | 1,617,325 | 949,052 |
Common Stock, Shares, Outstanding | 1,617,325 | 949,052 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||
General and administrative | $ 5,967,052 | $ 4,680,840 |
Research and development | 9,300,055 | 9,805,075 |
Total operating expenses | 15,267,107 | 14,485,915 |
Loss from operations | (15,267,107) | (14,485,915) |
Other expenses: | ||
Interest expense | (7,027) | (9,285) |
Total other expenses | (7,027) | (9,285) |
Net loss | $ (15,274,134) | $ (14,495,200) |
Loss per share - basic | $ (11.22) | $ (16.50) |
Loss per share - diluted | $ (11.22) | $ (16.50) |
Weighted average shares outstanding - basic | 1,361,737 | 878,443 |
Weighted average shares outstanding - diluted | 1,361,737 | 878,443 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance December 31, 2021 - As revised at Dec. 31, 2020 | $ 813 | $ 34,893,514 | $ (20,946,343) | $ 13,947,984 |
Beginning balance, shares at Dec. 31, 2020 | 813,350 | |||
Common stock issued for cash, net | $ 69 | 4,653,752 | 4,653,821 | |
Common stock issued for cash, shares | 68,784 | |||
Exercise of warrants | $ 64 | 332,686 | 332,750 | |
Exercise of warrants, shares | 63,585 | |||
Stock-based compensation | $ 3 | 1,723,839 | 1,723,842 | |
Stock-based compensation, shares | 3,333 | |||
Net loss | (14,495,200) | (14,495,200) | ||
Ending balance, value at Dec. 31, 2021 | $ 949 | 41,603,791 | (35,441,543) | 6,163,197 |
Ending balance, shares at Dec. 31, 2021 | 949,052 | |||
Balance December 31, 2021 - As revised at Dec. 31, 2021 | $ 949 | 41,603,791 | (35,441,543) | 6,163,197 |
Beginning balance, shares at Dec. 31, 2021 | 949,052 | |||
Balance December 31, 2021 - As revised at Dec. 31, 2021 | $ 949 | 41,603,791 | (35,441,543) | 6,163,197 |
Beginning balance, shares at Dec. 31, 2021 | 949,052 | |||
Balance December 31, 2021 - As revised at Dec. 31, 2021 | $ 949 | 41,603,791 | (35,441,543) | 6,163,197 |
Beginning balance, shares at Dec. 31, 2021 | 949,052 | |||
Common stock issued for cash, net | $ 463 | 16,037,630 | 16,038,093 | |
Common stock issued for cash, shares | 463,316 | |||
Exercise of warrants | $ 205 | 2,529 | 2,734 | |
Exercise of warrants, shares | 204,957 | |||
Stock-based compensation | 1,202,966 | 1,202,966 | ||
Net loss | (15,274,134) | (15,274,134) | ||
Ending balance, value at Dec. 31, 2022 | $ 1,617 | $ 58,846,916 | $ (50,715,677) | $ 8,132,856 |
Ending balance, shares at Dec. 31, 2022 | 1,617,325 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (15,274,134) | $ (14,495,200) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 1,202,966 | 1,723,842 |
Depreciation | 11,756 | 13,070 |
Write off of deferred offering cost | 334,138 | 0 |
Loss on disposal of fixed assets | 3,111 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 860,451 | (1,520,281) |
Accounts payable | 1,700,455 | 1,035,115 |
Accrued expenses | 603,442 | (294,855) |
Net cash used in operating activities | (10,557,815) | (13,538,309) |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (4,422) | (5,748) |
Net cash used in investing activities | (4,422) | (5,748) |
Cash Flows from Financing Activities: | ||
Payments on notes payable | (427,700) | (477,490) |
Proceeds from exercise of warrants | 2,734 | 332,750 |
Proceeds from sale of common stock | 16,038,093 | 4,653,821 |
Net cash provided by financing activities | 15,613,127 | 4,509,081 |
Net change in cash and cash equivalents | 5,050,890 | (9,034,976) |
Cash and cash equivalents, at beginning of period | 5,004,517 | 14,039,493 |
Cash and cash equivalents, at end of period | 10,055,407 | 5,004,517 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 8,094 | 9,774 |
Cash paid for income taxes | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Cashless exercise of warrants | 0 | 1,756 |
Prepaid expense financed with note payable | $ 449,874 | $ 425,990 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Note 1 – Nature of Business CNS Pharmaceuticals, Inc. (“we”, “our”, the “Company”) is a clinical pharmaceutical company organized as a Nevada corporation on July 27, 2017 to focus on the development of anti-cancer drug candidates. On August 25, 2022, the stockholders of the Company approved an amendment to the Company’s amended and restated articles of incorporation (the “Amendment”) to effect the reverse stock split at a ratio in the range of 1-for-2 to 1-for-30. The reverse stock split became effective on November 28, 2022 on a 1-for-30 basis without any change in the par value per share, which remained at $0.001. The reverse stock split has been retroactively adjusted throughout these financial statements and footnotes. |
Correction of Previously Issued
Correction of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Correction of Previously Issued Financial Statements | Note 2 – Correction of Previously Issued Financial Statements In the course of preparing its fiscal year 2022 financial statements, the Company identified errors in the financial statements for the year ended December 31, 2021 and its unaudited financial statements for the periods ended March 31, 2022, June 30, 2022, and September 30, 2022. The errors pertain to understatements in research and development expenses and accrued expenses amounting to $458,622 for the year ended December 31, 2021 and $367,439 for the three months ended March 31, 2022, the six months ended June 30, 2022 and the nine months ended September 30, 2022 resulting from additional trial sites costs which were not reported to the Company by our CRO. The Company assessed the materiality of these misstatements on prior periods’ financial statements in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 99, Materiality, codified in ASC 250 (“ASC 250”), Presentation of Financial Statements, and concluded that these misstatements were not material to any prior annual or interim periods. Accordingly, in accordance with ASC 250 (SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements), the Financial Statements as of December 31, 2021, and the year then ended, which are presented herein, have been revised. The following are selected line items from the Company's balance sheets, statements of operations and statements of cash flows for the affected periods illustrating the effect of these corrections: Schedule of restatements Balance Sheet As of December 31, As Reported Adjustment As Revised Accounts payable $ 1,522,823 $ 458,622 $ 1,981,445 Total current liabilities 2,135,566 458,622 2,594,188 Total liabilities 2,135,566 458,622 2,594,188 Accumulated deficit (34,982,921 ) (458,622 ) (35,441,543 ) Total stockholders' equity 6,621,819 (458,622 ) 6,163,197 Balance Sheet As of March 31, As Reported Adjustment As Revised Accounts payable $ 489,716 $ 826,061 $ 1,315,777 Total current liabilities 1,069,300 826,061 1,895,361 Total liabilities 1,069,300 826,061 1,895,361 Accumulated deficit (37,767,260 ) (826,061 ) (38,593,321 ) Total stockholders' equity 14,802,567 (826,061 ) 13,976,506 Balance Sheet As of June 30, As Reported Adjustment As Revised Accounts payable $ 490,886 $ 826,061 $ 1,316,947 Total current liabilities 923,856 826,061 1,749,917 Total liabilities 923,856 826,061 1,749,917 Accumulated deficit (41,333,212 ) (826,061 ) (42,159,273 ) Total stockholders' equity 11,523,456 (826,061 ) 10,697,395 Balance Sheet As of September 30, As Reported Adjustment As Revised Accounts payable $ 1,005,043 $ 826,061 $ 1,831,104 Total current liabilities 1,244,303 826,061 2,070,364 Total liabilities 1,244,303 826,061 2,070,364 Accumulated deficit (44,752,765 ) (826,061 ) (45,578,826 ) Total stockholders' equity 8,393,624 (826,061 ) 7,567,563 Statement of Operations For the year ended December 31, As Reported Adjustment As Revised Research and development $ 9,346,453 $ 458,622 $ 9,805,075 Total operating expenses 14,027,293 458,622 14,485,915 Loss from operations (14,027,293 ) (458,622 ) (14,485,915 ) Net loss (14,036,578 ) (458,622 ) (14,495,200 ) Loss per share - basic and diluted (15.98 ) (0.52 ) (16.50 ) Statement of Operations For the three months ended March 31, As Reported Adjustment As Revised Research and development $ 1,521,364 $ 367,439 $ 1,888,803 Total operating expenses 2,781,773 367,439 3,149,212 Loss from operations (2,781,773 ) (367,439 ) (3,149,212 ) Net loss (2,784,339 ) (367,439 ) (3,151,778 ) Loss per share - basic and diluted (2.15 ) (0.28 ) (2.44 ) Statement of Operations For the six months ended June 30, As Reported Adjustment As Revised Research and development $ 3,742,703 $ 367,439 $ 4,110,142 Total operating expenses 6,346,114 367,439 6,713,553 Loss from operations (6,346,114 ) (367,439 ) (6,713,553 ) Net loss (6,350,291 ) (367,439 ) (6,717,730 ) Loss per share - basic and diluted (4.83 ) (0.28 ) (5.11 ) Statement of Operations For the nine months ended September 30, As Reported Adjustment As Revised Research and development $ 5,950,616 $ 367,439 $ 6,318,055 Total operating expenses 9,765,129 367,439 10,132,568 Loss from operations (9,765,129 ) (367,439 ) (10,132,568 ) Net loss (9,769,844 ) (367,439 ) (10,137,283 ) Loss per share - basic and diluted (7.40 ) (0.27 ) (7.67 ) Statement of Cash Flows For the year ended December 31, As Reported Adjustment As Revised Cash Flows from Operating Activities: Net loss $ (14,036,578 ) $ (458,622 ) $ (14,495,200 ) Accounts payable 576,493 458,622 1,035,115 Net cash used in operating activities (13,538,309 ) – (13,538,309 ) Statement of Cash Flows For the three months ended March 31, As Reported Adjustment As Revised Cash Flows from Operating Activities: Net loss $ (2,784,339 ) $ (367,439 ) $ (3,151,778 ) Accounts payable (1,033,107 ) 367,439 (665,668 ) Net cash used in operating activities (3,077,199 ) – (3,077,199 ) Statement of Cash Flows For the six months ended June 30, As Reported Adjustment As Revised Cash Flows from Operating Activities: Net loss $ (6,350,291 ) $ (367,439 ) $ (6,717,730 ) Accounts payable (1,031,937 ) 367,439 (664,498 ) Net cash used in operating activities (6,439,733 ) – (6,439,733 ) Statement of Cash Flows For the nine months ended September 30, As Reported Adjustment As Revised Cash Flows from Operating Activities: Net loss $ (9,769,844 ) $ (367,439 ) $ (10,137,283 ) Accounts payable (517,780 ) 367,439 (150,341 ) Net cash used in operating activities (8,252,492 ) – (8,252,492 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The Company’s fiscal year end is December 31. Use of Estimates in Financial Statement Presentation Liquidity and Going Concern Cash and Cash Equivalents 250,000 9,805,407 Property and Equipment Schedule of estimated useful lives Leasehold improvement Shorter of estimated useful lives or the term of the lease Computer equipment 3 Machinery and equipment 5 Furniture and office equipment 7 Repairs and maintenance costs are expensed as incurred. Impairment of Long-lived Assets Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. Related Parties Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of Accounting Standards Codification (ASC) 740-10 which prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, on its tax return. The Company evaluates and records any uncertain tax positions based on the amount that management deems is more likely than not to be sustained upon examination and ultimate settlement with the tax authorities in the tax jurisdictions in which it operates. Stock-based Compensation Restricted Stock Units (“RSUs”) Performance Units (“PUs”) Loss Per Common Share 4,133,252 93,001 140,512 95,501 Research and Development Costs Recent Accounting Pronouncements The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 4 – Note Payable On November 14, 2022, the Company entered into a short-term note payable for an aggregate of $ 449,874 5.88 October 31, 2023 409,968 On November 8, 2021, the Company entered into a short-term note payable for an aggregate of $ 425,990 3.3 September 30, 2022 $387,794 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity | Note 5 – Equity The Company has authorized 75,000,000 0.001 5,000,000 0.001 On August 25, 2022, the stockholders of the Company approved an amendment to the Company’s amended and restated articles of incorporation (the “Amendment”) to effect the reverse stock split at a ratio in the range of 1-for-2 to 1-for-30, with such ratio to be determined in the discretion of the Company’s board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors in its sole discretion prior to the one-year anniversary of the annual meeting. Pursuant to such authority granted by the Company’s stockholders, the Company’s board of directors approved a one-for-thirty (1:30) reverse stock split of the Company’s common stock and the filing of the Amendment to effectuate the reverse split. The reverse stock split became effective on November 28, 2022 on a 1-for-30 basis without any change in the par value per share, which remained at $0.001. Common Stock 2022 The Company engaged H.C. Wainwright & Co., LLC (“Wainwright”), to act as placement agent related to the Securities Purchase Agreement described below. The Company agreed to pay Wainwright an aggregate fee equal to 7.0% of the gross proceeds received by the Company from the sale of the securities in the transaction. The Company also issued to Wainwright or its designees warrants to purchase up to 5.0% of the aggregate number of shares of Common Stock sold in the transactions (the “Placement Agent Warrants”), or 20,176 50,000 10,000 On January 5, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with several institutional investors for the sale by the Company of (i) 316,316 87,193 403,509 Subject to certain ownership limitations, the Warrants are exercisable upon issuance. Each Pre-Funded Warrant is exercisable into one share of common stock at a price per share of $0.001 (as adjusted from time to time in accordance with the terms thereof). Each Common Warrant is exercisable into one share of common stock at a price per share of $24.60 (as adjusted from time to time in accordance with the terms thereof) and will expire on the fifth anniversary of the date of issuance. The gross proceeds from the Purchase Agreement were $ 11,497,385 10,625,786 On November 30, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor for the sale by the Company of (i) 147,000 1,742,764 1,889,764 Subject to certain ownership limitations, the Warrants are exercisable upon issuance. Each Pre-Funded Warrant is exercisable into one share of Common Stock at a price per share of $0.001 (as adjusted from time to time in accordance with the terms thereof). Each Common Warrant is exercisable into one share of Common Stock at a price per share of $3.03 (as adjusted from time to time in accordance with the terms thereof) and will expire on the fifth anniversary of the date of issuance. Each Pre-Funded Warrant is exercisable into one share of Common Stock at a price per share of $0.001 (as adjusted from time to time in accordance with the terms thereof). The gross proceeds to the Company from the offering were $ 5.998 5,412,308 On November 30, 2022, in connection with the offering, the Company also entered into a warrant amendment agreement (the “Warrant Amendment Agreement”) with the investor in the offering. Under the Warrant Amendment Agreement, the Company agreed to amend certain existing warrants (the “Existing Warrants”) to purchase up to an aggregate of (i) 16,667 66.00 210,527 24.60 50,000 100,000 15,950 As consideration for entering into a purchase agreement with Lincoln Park Capital Fund, LLC in fiscal year 2020, the Company recorded as deferred offering costs of $440,902, on the balance sheet. As of December 31, 2021, unamortized deferred offering costs totaled $334,138. During the year ended December 31, 2022, the Company wrote off the remaining $ 334,138 2021 In January 2021, the Company entered into a twelve-month agreement with an investor relations firm that includes the issuance of 834 restricted shares of common stock. Upon signing the agreement, 209 shares vested immediately, and the remaining 625 shares will vest quarterly over the remainder of the agreement. The Company may terminate the agreement at any time during the twelve-month period with a fifteen-day notice. During the year ended December 31, 2021, the Company issued 834 50,500 During the year ended December 31, 2021, the Company issued 2,500 140,250 On February 12, 2021, the Company entered into a Capital on Demand™ Sales Agreement (the “Agreement”) with JonesTrading Institutional Services LLC and Brookline Capital Markets, a division of Arcadia Securities, LLC (collectively, the “Agent”). Pursuant to the terms of the Agreement, the Company may sell from time to time, through the Agent, shares of the Company’s common stock with an aggregate sales price of up to $20.0 million. During the year ended December 31, 2021, the Company sold 68,784 4,653,821 Stock Options In 2017, the Board of Directors of the Company approved the CNS Pharmaceuticals, Inc. 2017 Stock Plan (the “2017 Plan”). The 2017 Plan allows for the Board of Directors to grant various forms of incentive awards for up to 66,667 In 2020, the Board of Directors of the Company approved the CNS Pharmaceuticals, Inc. 2020 Stock Plan (the “2020 Plan”). The 2020 Plan allows for the Board of Directors to grant various forms of incentive awards for up to 100,000 During the year ended December 31, 2021, the Board of Directors approved grants of 24,633 1,969,712 During the years ended December 31, 2022 and 2021, the Company recognized $ 1,149,364 1,533,092 1,318,183 The following table summarizes the stock option activity for the year ended December 31, 2022 and 2021: Schedule of Stock Option Activity Options Weighted-Average Exercise Price Per Share Outstanding, December 31, 2020 73,368 $ 60.00 Granted 24,633 89.70 Exercised – – Forfeited (2,500 ) 61.80 Expired – – Outstanding, December 31, 2021 95,501 67.50 Granted – – Exercised – – Forfeited (2,500 ) 70.50 Expired – – Outstanding, December 31, 2022 93,001 $ 67.42 The aggregate fair value of the options measured during the year ended December 31, 2021 were calculated using the Black-Scholes option pricing model based on the following assumptions: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Year Ended December 31, 2021 Fair value of common stock on measurement date $54.00 to $100.80 per share Risk free interest rate (1) 0.28 1.28 Volatility (2) 128.17 130.72 Dividend yield (3) 0 Expected term (in years) 5.5 6.3 (1) The risk-free interest rate was determined by management using the market yield on U.S. Treasury securities with comparable terms as of the measurement date. (2) The trading volatility was determined by calculating the volatility of the Company’s peer group. (3) The Company does not expect to pay a dividend in the foreseeable future. As of December 31, 2022, the outstanding stock options have a weighted average remaining term of 6.73 9,626 no 35,580 Stock Warrants The following table summarizes the stock warrant activity for the years ended December 31, 2022 and 2021: Schedule of warrant activity Warrants Weighted-Average Exercise Price Per Share Outstanding, December 31, 2020 228,740 $ 97.20 Granted – – Exercised (88,228 ) 24.60 Forfeited – – Expired – – Outstanding, December 31, 2021 140,512 142.83 Granted 4,237,900 2.88 Exercised (204,957 ) 0.01 Forfeited – – Expired (40,203 ) 330.00 Outstanding, December 31, 2022 4,133,252 $ 4.35 During the year ended December 31, 2022, the Company received $ 2,734 204,957 During the year ended December 31, 2021, the Company received $ 332,750 5,041 83,187 58,544 As of December 31, 2022 the outstanding and exercisable warrants have a weighted average remaining term of 4.84 3,898,375 Restricted Stock Units On April 28, 2022, the Compensation Committee approved cash bonuses totaling $ 213,000 9,523 95,399 During the year ended December 31, 2022, the Company recognized $ 17,887 77,512 The following table summarizes the RSUs activity for the year ended December 31, 2022: Schedule of RSU activity RSUs Weighted-Average Grant Date Fair Value Non-vested, December 31, 2021 – $ – Granted 9,523 10.02 Vested – – Forfeited – – Non-vested, December 31, 2022 9,523 $ 10.02 Performance Units On April 28, 2022, the Compensation Committee approved, the officers and employees were awarded a total of 28,563 169,663 The fair value of each performance unit with market conditions (vesting terms (i) and (ii)) is estimated at the date of grant using a Monte Carlo simulation with the following assumptions: underlying stock price $10.02, hurdle prices ranging from $60.00 -$120.00, expected terms ranging from 2-3 years, cost of equity 18.7% and risk-free rate of 2.8%. During the year ended December 31, 2022, the Company recognized $ 21,928 13,787 0 133,948 The following table summarizes the PUs activity for the year ended December 31, 2022: Schedule of performance units activity PUs Weighted-Average Grant Date Fair Value Non-vested, December 31, 2021 – $ – Granted 28,563 5.94 Vested – – Forfeited – – Non-vested, December 31, 2022 28,563 $ 5.94 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 – Commitments and Contingencies Executive Employment Agreements On September 1, 2017, the Company entered into an employment agreement with Mr. John Climaco pursuant to which Mr. Climaco agreed to serve as Chief Executive Officer and Director of the Company commencing on such date for an initial term of three years. On September 1, 2020, the Company entered into an amendment to the employment agreement with Mr. Climaco. The amendment extends the term of employment under the Employment Agreement, which was originally for a three-year period, for additional twelve-month periods, unless and until either the Company or Mr. Climaco provides written notice to the other party not less than sixty days before such anniversary date that such party is electing not to extend the term. If the Company provides notice of its election not to extend the term, Mr. Climaco may terminate his employment at any time prior to the expiration of the term by giving written notice to the Company at least thirty days prior to the effective date of termination, and upon the earlier of such effective date of termination or the expiration of the term, Mr. Climaco shall be entitled to receive the same severance benefits as are provided upon a termination of employment by the Company without cause. Pursuant to the Amendment, the severance benefits shall be twelve months of Mr. Climaco’s base salary. Such severance payment shall be made in a single lump sum sixty days following the termination, provided that Mr. Climaco has executed and delivered to the Company and has not revoked a general release of the Company. Pursuant to the employment agreement, the compensation committee of the board of directors reviews the base salary payable to Mr. Climaco annually during the term of the agreement. On February 6, 2021, the compensation committee of the board of directors set Mr. Climaco’s 2021 annual base salary to $ 525,000 On June 28, 2019, we entered into employment letters with Drs. Silberman and Picker pursuant to which Dr. Silberman agreed to commit 50% of her time to our matters; and Dr. Picker agreed to commit 25% of his time to our matters. On February 6, 2021, the compensation committee of the board of directors set Drs. Silberman and Picker 2021 annual base salaries to $ 200,000 115,000 On September 14, 2019, the Company, entered into an employment agreement with Christopher Downs to serve as its Chief Financial Officer commencing on the closing date of the Company’s IPO, which occurred on November 13, 2019. The initial term of the Employment Agreement will continue for a period of three years. Pursuant to the employment agreement, the compensation committee of the board of directors reviews the base salary payable to Mr. Downs annually during the term of the agreement. On February 6, 2021, the compensation committee of the board of directors set Mr. Downs’ 2021 annual base salary to $ 340,000 Scientific Advisory Board On July 15, 2021, our Board approved the following compensation policy for the Scientific Advisory Board members. The Scientific Advisory board consisted of Dr. Waldemar Priebe, our founder and related party, and Dr. Sigmond Hsu. Each scientific advisory board member shall receive annual cash compensation of $68,600. During the year ended December 31, 2022, the Company paid $ 76,087 WP744 Portfolio (Berubicin) On November 21, 2017, the Company entered into a Collaboration and Asset Purchase Agreement with Reata Pharmaceuticals, Inc. (“Reata”). Through this agreement, the Company purchased all of Reata’s rights, title, interest and previously conducted research and development results in the chemical compound commonly known as Berubicin. In exchange for these rights, the Company agreed to pay Reata an amount equal to 2.25% of the net sales of Berubicin for a period of 10 years from the Company’s first commercial sale of Berubicin plus $10,000. Reata also agreed to collaborate with the Company on the development of Berubicin, from time to time. On December 28, 2017, the Company entered into a Technology Rights and Development Agreement with Houston Pharmaceuticals, Inc. (“HPI”). HPI is affiliated with Dr. Waldemar Priebe, our founder. Pursuant to this agreement, the Company obtained a worldwide exclusive license to the chemical compound commonly known as WP744. In exchange for these rights, the Company agreed to pay consideration to HPI as follows: (i) a royalty of 2% of net sales of any product utilizing WP744 for a period of ten years after the first commercial sale of such; and (ii) $100,000 upon beginning Phase II clinical trials (paid in 2021); and (iii) $200,000 upon the approval by the FDA of a New Drug Application for any product utilizing WP744; and (iv) a series of quarterly development payments totaling $750,000 beginning immediately after the Company’s raise of $7,000,000 of investment capital. In addition, the Company issued 6,667 shares of the Company’s common stock valued at $1.35 per share to HPI upon execution of the agreement. On November 13, 2019, the Company closed its IPO, thereby fulfilling all conditions precedent and completing the acquisition of the intellectual property discussed in the HPI agreement. During the years ended December 31, 2022 and 2021, the Company recognized $ 275,000 450,000 41,075 441,075 On August 30, 2018, we entered into a sublicense agreement with WPD Pharmaceuticals, Inc. (“WPD”). Pursuant to the agreement, the Company granted WPD an exclusive sublicense, even as to us, for the patent rights we licensed pursuant to the HPI License within the following countries: Poland, Estonia, Latvia, Lithuania, Belarus, Ukraine, Moldova, Romania, Bulgaria, Serbia, Macedonia, Albania, Armenia, Azerbaijan, Georgia, Montenegro, Bosnia, Croatia, Slovenia, Slovakia, Czech Republic, Hungary, Chechnya, Uzbekistan, Kazakhstan, Kyrgyzstan, Tajikistan, Turkmenistan, Greece, Austria, and Russia. The sublicense agreement provides that WPD must use commercially reasonable development efforts to attempt to develop and commercialize licensed products in the above mentioned territories, which means the expenditure of at least $2.0 million on the development, testing, regulatory approval or commercialization of the licensed products during the three year period immediately following the date of the sublicense agreement. In the event that WPD fails to use commercially reasonable development efforts by the foregoing three-year deadline, we have the right to terminate this sublicense agreement. As of December 31, 2021, the Company has received reports of the WPD expenditures related to this agreement, has conducted due inquiry into validating those expenditures, and has determined that WPD has exercised commercially reasonable development efforts and has therefore fulfilled the terms of the agreement necessary to secure their rights under the sublicense in perpetuity subject to the ongoing obligations of the sublicense. In consideration for the rights granted under the sublicense agreement, to the extent we are required to make any payments to HPI pursuant to the HPI License as a result of this sublicense agreement, WPD agreed to advance us such payments, and to pay us a royalty equal to 1% of such payments. WPD is a Polish corporation that is majority-owned by an entity controlled by Dr. Priebe, our founder. On February 19, 2021, CNS entered into an Investigational Medicinal Product Supply Agreement with WPD, a related party. CNS agreed to sell the Berubicin drug product to WPD at historical cost of manufacturing without markup so that WPD may conduct the clinical trials contemplated by the sublicense agreement. WPD agreed to pay CNS the following payments: (i) an upfront payment of $131,073 upon execution of the agreement, (ii) a payment of $262,145 upon final batch release and certification performed by WPD's subcontractor, and (iii) a final payment of $262,145 upon Clinical Trial Application acceptance by the relevant regulatory authority. All three milestones have been met as of December 31, 2021. In addition, as of December 31, 2021, the drug product with a cost of approximately $ 655,000 656,938 393,182 On November 21, 2022, CNS entered into an Investigational Medicinal Product Supply Agreement with Pomeranian Medical University (“PUM”) in Szczecin, Poland. CNS agreed to sell berubicin hydrochloride drug product (and related reference standards) to PUM at a discount to the historical cost of manufacturing so that PUM may conduct an investigator-initiated clinical trial of Berubicin in CNS lymphomas. PUM agreed to pay CNS the following payments: (i) PLN 5,870.27 upon delivery of 2 vials each of berubicin and berubicinol reference standards, (ii) PLN 873,201.00 upon delivery of a first batch of 150 berubicin drug product vials, and (iii) PLN 873,201.00 upon delivery of a second batch of 150 berubicin drug product vials. As of December 31, 2022, the reference standards had been delivered and were recognized in Accounts Receivable and as a reduction to research & development expense. As of March 29, 2023, the first batch of berubicin drug product vials have been ordered but not yet delivered. On August 31, 2018, the Company entered into a sublicense agreement with Animal Life Sciences, LLC (“ALI”), a related party, pursuant to which we granted ALI an exclusive sublicense, even as to us, for the patent rights we licensed pursuant to the HPI License solely for the treatment of cancer in non-human animals through any type of administration. In consideration for the rights granted under the sublicense agreement, ALI agreed to issue us membership interests in ALI equal to 1.52% of the outstanding ALI membership interests. As additional consideration for the rights granted, to the extent we are required to make any payments to HPI pursuant to the HPI License as a result of this sublicense agreement, ALI agreed to advance us such payments, and to pay us a royalty equal to 1% of such payments. Dr. Waldemar Priebe, our founder, is also the founder and a shareholder of ALI, holds 38% of the membership interests of ALI. On June 10, 2020, the FDA granted Orphan Drug Designation (“ODD”) for Berubicin for the treatment of malignant gliomas. ODD from the FDA is available for drugs targeting diseases with less than 200,000 cases per year. ODD may enable market exclusivity of 7 years from the date of approval of a NDA in the United States. During that period the FDA generally could not approve another product containing the same drug for the same designated indication. Orphan drug exclusivity will not bar approval of another product under certain circumstances, including if a subsequent product with the same active ingredient for the same indication is shown to be clinically superior to the approved product on the basis of greater efficacy or safety, or providing a major contribution to patient care, or if the company with orphan drug exclusivity is not able to meet market demand. The ODD now constitutes our primary intellectual property protections although the Company is exploring if there are other patents that could be filed related to Berubicin to extend additional protections. On July 24, 2021, the Company received Fast Track Designation from the FDA for Berubicin. Fast Track Designation is designed to facilitate the development and expedite the review of drugs to treat serious conditions and fill an unmet medical need. WP1244 Portfolio On January 10, 2020, Company entered into a Patent and Technology License Agreement (“Agreement”) with The Board of Regents of The University of Texas System, an agency of the State of Texas, on behalf of The University of Texas M. D. Anderson Cancer Center (“UTMDACC”). Pursuant to the Agreement, the Company obtained a royalty-bearing, worldwide, exclusive license to certain intellectual property rights, including patent rights, related to the Company’s recently announced WP1244 drug technology. In consideration, the Company must make payments to UTMDACC including an up-front license fee, annual maintenance fee, milestone payments and royalty payments (including minimum annual royalties) on sales of licensed products developed under the Agreement. The term of the Agreement expires on the last to occur of: (a) the expiration of all patents subject to the Agreement, or (b) fifteen years after execution; provided that UTMDACC has the right to terminate this Agreement in the event that the Company fails to meet certain commercial diligence milestones. The commercial diligence milestones are as follows (i) initiated PC toxicology to support filing of Investigational New Drug Application (“IND”) or New Drug Application (“NDA”) for the Licensed Product within the eighteen (18) month period following the Effective Date (ii) file and IND for the Licensed Product within three (3) year period following the Effective Date and (iii) Commencement of Phase I Study within the five (5) year period following the Effective Date. During the years ended December 31, 2022 and 2021, the Company paid $ 58,222 48,668 On May 7, 2020, pursuant to the WP1244 Portfolio license agreement described above, the Company entered into a Sponsored Research Agreement with UTMDACC to perform research relating to novel anticancer agents targeting CNS malignancies. The Company agreed to fund approximately $1,134,000 over a two-year period. During the year ended December 31, 2020, the Company paid $ 334,000 400,000 800,000 Anti-Viral Portfolio On March 20, 2020, the Company entered into a Development Agreement (“Agreement”) with WPD Pharmaceuticals (“WPD”), a company founded by Dr. Waldemar Priebe, the founder of the Company. Pursuant to the Agreement, WPD agreed to use its commercially reasonable efforts in good faith to develop and commercialize certain products that WPD had previously sublicensed, solely in the field of pharmaceutical drug products for the treatment of any viral infection in humans, with a goal of eventual approval of in certain territories consisting of: Germany, Poland, Estonia, Latvia, Lithuania, Belarus, Ukraine, Romania, Armenia, Azerbaijan, Georgia, Slovakia, Czech Republic, Hungary, Uzbekistan, Kazakhstan, Greece, Austria, Russia, Netherlands, Turkey, Belgium, Switzerland, Sweden, Portugal, Norway, Denmark, Ireland, Finland, Luxembourg, Iceland. Pursuant to the Agreement, the Company agreed to pay WPD the following payments: (i) an upfront payment of $ 225,000 775,000 Nasdaq Capital Markets Listing Qualifications On February 18, 2022, the Company received a deficiency letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that for the last 30 consecutive business days the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion in Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). The deficiency letter does not result in the immediate delisting of the Company’s common stock from Nasdaq. The Company was initially provided an initial period of 180 calendar days, or until August 17, 2022, to regain compliance with the Bid Price Rule. The Company was granted a second 180 calendar day period, or until February 13, 2023, to regain compliance since it met the continued listing requirement for market value of publicly held shares and all other initial listing standards required by Nasdaq, except for the minimum bid price requirement. On November 28, 2022, the Company’s Board of Directors effected a one-for-thirty (1:30) reverse stock split of the Company’s common stock pursuant to such authority granted by the Company’s stockholders at the Company’s annual meeting of stockholders completed on August 25, 2022. On December 13, 2022, the Company received a letter from Nasdaq notifying the Company that it had regained compliance with Bid Price Rule 5550(a)(2) as a result of the closing bid price of the Company’s common stock being at $1.00 per share or greater for the 10 consecutive business days from November 29, 2022 through December 12, 2022. Accordingly, the Company is in compliance with the Bid Price Rule and Nasdaq considers the matter closed. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 – Income Taxes The Company is subject to United States federal income taxes at an approximate rate of 21 Schedule of Effective Income Tax Rate Reconciliation Year Ended Year Ended December 31, December 31, 2022 2021 Income tax benefit computed at the statutory rate $ 3,206,000 $ 3,042,000 Tax effect of: True-ups and non-deductible expenses (194,000 ) (100,000 ) Change in valuation allowance (3,012,000 ) (2,942,000 ) Provision for income taxes $ – $ – Significant components of the Company’s deferred tax assets and liabilities after applying enacted corporate income tax rates are as follows: Schedule of Deferred Tax Assets As of As of December 31, December 31, 2022 2021 Deferred income tax assets Net operating losses $ 8,603,000 $ 5,860,000 Stock-based compensation 715,000 533,000 Deferred income tax liability Prepaid expenses (628,000 ) (715,000 ) Valuation allowance (8,690,000 ) (5,678,000 ) Net deferred income tax assets $ – $ – As of December 31, 2022, the Company has an operating loss carry forward of approximately $ 40,966,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 – Subsequent Events Subsequent to December 31, 2022, a total of 609,000 Pre-Funded Warrants (exercisable into one share of common stock at a price per share of $0.001) were exercised by investors in the financing completed on November 30, 2022. On March 29, 2023, the Board of Directors approved, based upon the recommendation of the Compensation Committee, cash bonuses totaling $550,750 to the officers of the Company. In addition, the officers were awarded a total of 29,988 Options that partially vest over 4 years, partially vest upon the Company’s common stock price exceeding various closing prices ranging from $6.00 - $24.00 per share. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates in Financial Statement Presentation | Use of Estimates in Financial Statement Presentation |
Liquidity and Going Concern | Liquidity and Going Concern |
Cash and Cash Equivalents | Cash and Cash Equivalents 250,000 9,805,407 |
Property and Equipment | Property and Equipment Schedule of estimated useful lives Leasehold improvement Shorter of estimated useful lives or the term of the lease Computer equipment 3 Machinery and equipment 5 Furniture and office equipment 7 Repairs and maintenance costs are expensed as incurred. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. |
Related Parties | Related Parties |
Income Taxes | Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of Accounting Standards Codification (ASC) 740-10 which prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, on its tax return. The Company evaluates and records any uncertain tax positions based on the amount that management deems is more likely than not to be sustained upon examination and ultimate settlement with the tax authorities in the tax jurisdictions in which it operates. |
Stock-based Compensation | Stock-based Compensation |
Restricted Stock Units (“RSUs”) | Restricted Stock Units (“RSUs”) |
Performance Units (“PUs”) | Performance Units (“PUs”) |
Loss Per Common Share | Loss Per Common Share 4,133,252 93,001 140,512 95,501 |
Research and Development Costs | Research and Development Costs |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
Correction of Previously Issu_2
Correction of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of restatements | Schedule of restatements Balance Sheet As of December 31, As Reported Adjustment As Revised Accounts payable $ 1,522,823 $ 458,622 $ 1,981,445 Total current liabilities 2,135,566 458,622 2,594,188 Total liabilities 2,135,566 458,622 2,594,188 Accumulated deficit (34,982,921 ) (458,622 ) (35,441,543 ) Total stockholders' equity 6,621,819 (458,622 ) 6,163,197 Balance Sheet As of March 31, As Reported Adjustment As Revised Accounts payable $ 489,716 $ 826,061 $ 1,315,777 Total current liabilities 1,069,300 826,061 1,895,361 Total liabilities 1,069,300 826,061 1,895,361 Accumulated deficit (37,767,260 ) (826,061 ) (38,593,321 ) Total stockholders' equity 14,802,567 (826,061 ) 13,976,506 Balance Sheet As of June 30, As Reported Adjustment As Revised Accounts payable $ 490,886 $ 826,061 $ 1,316,947 Total current liabilities 923,856 826,061 1,749,917 Total liabilities 923,856 826,061 1,749,917 Accumulated deficit (41,333,212 ) (826,061 ) (42,159,273 ) Total stockholders' equity 11,523,456 (826,061 ) 10,697,395 Balance Sheet As of September 30, As Reported Adjustment As Revised Accounts payable $ 1,005,043 $ 826,061 $ 1,831,104 Total current liabilities 1,244,303 826,061 2,070,364 Total liabilities 1,244,303 826,061 2,070,364 Accumulated deficit (44,752,765 ) (826,061 ) (45,578,826 ) Total stockholders' equity 8,393,624 (826,061 ) 7,567,563 Statement of Operations For the year ended December 31, As Reported Adjustment As Revised Research and development $ 9,346,453 $ 458,622 $ 9,805,075 Total operating expenses 14,027,293 458,622 14,485,915 Loss from operations (14,027,293 ) (458,622 ) (14,485,915 ) Net loss (14,036,578 ) (458,622 ) (14,495,200 ) Loss per share - basic and diluted (15.98 ) (0.52 ) (16.50 ) Statement of Operations For the three months ended March 31, As Reported Adjustment As Revised Research and development $ 1,521,364 $ 367,439 $ 1,888,803 Total operating expenses 2,781,773 367,439 3,149,212 Loss from operations (2,781,773 ) (367,439 ) (3,149,212 ) Net loss (2,784,339 ) (367,439 ) (3,151,778 ) Loss per share - basic and diluted (2.15 ) (0.28 ) (2.44 ) Statement of Operations For the six months ended June 30, As Reported Adjustment As Revised Research and development $ 3,742,703 $ 367,439 $ 4,110,142 Total operating expenses 6,346,114 367,439 6,713,553 Loss from operations (6,346,114 ) (367,439 ) (6,713,553 ) Net loss (6,350,291 ) (367,439 ) (6,717,730 ) Loss per share - basic and diluted (4.83 ) (0.28 ) (5.11 ) Statement of Operations For the nine months ended September 30, As Reported Adjustment As Revised Research and development $ 5,950,616 $ 367,439 $ 6,318,055 Total operating expenses 9,765,129 367,439 10,132,568 Loss from operations (9,765,129 ) (367,439 ) (10,132,568 ) Net loss (9,769,844 ) (367,439 ) (10,137,283 ) Loss per share - basic and diluted (7.40 ) (0.27 ) (7.67 ) Statement of Cash Flows For the year ended December 31, As Reported Adjustment As Revised Cash Flows from Operating Activities: Net loss $ (14,036,578 ) $ (458,622 ) $ (14,495,200 ) Accounts payable 576,493 458,622 1,035,115 Net cash used in operating activities (13,538,309 ) – (13,538,309 ) Statement of Cash Flows For the three months ended March 31, As Reported Adjustment As Revised Cash Flows from Operating Activities: Net loss $ (2,784,339 ) $ (367,439 ) $ (3,151,778 ) Accounts payable (1,033,107 ) 367,439 (665,668 ) Net cash used in operating activities (3,077,199 ) – (3,077,199 ) Statement of Cash Flows For the six months ended June 30, As Reported Adjustment As Revised Cash Flows from Operating Activities: Net loss $ (6,350,291 ) $ (367,439 ) $ (6,717,730 ) Accounts payable (1,031,937 ) 367,439 (664,498 ) Net cash used in operating activities (6,439,733 ) – (6,439,733 ) Statement of Cash Flows For the nine months ended September 30, As Reported Adjustment As Revised Cash Flows from Operating Activities: Net loss $ (9,769,844 ) $ (367,439 ) $ (10,137,283 ) Accounts payable (517,780 ) 367,439 (150,341 ) Net cash used in operating activities (8,252,492 ) – (8,252,492 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives | Schedule of estimated useful lives Leasehold improvement Shorter of estimated useful lives or the term of the lease Computer equipment 3 Machinery and equipment 5 Furniture and office equipment 7 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Stock Option Activity | Schedule of Stock Option Activity Options Weighted-Average Exercise Price Per Share Outstanding, December 31, 2020 73,368 $ 60.00 Granted 24,633 89.70 Exercised – – Forfeited (2,500 ) 61.80 Expired – – Outstanding, December 31, 2021 95,501 67.50 Granted – – Exercised – – Forfeited (2,500 ) 70.50 Expired – – Outstanding, December 31, 2022 93,001 $ 67.42 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Year Ended December 31, 2021 Fair value of common stock on measurement date $54.00 to $100.80 per share Risk free interest rate (1) 0.28 1.28 Volatility (2) 128.17 130.72 Dividend yield (3) 0 Expected term (in years) 5.5 6.3 (1) The risk-free interest rate was determined by management using the market yield on U.S. Treasury securities with comparable terms as of the measurement date. (2) The trading volatility was determined by calculating the volatility of the Company’s peer group. (3) The Company does not expect to pay a dividend in the foreseeable future. |
Schedule of warrant activity | Schedule of warrant activity Warrants Weighted-Average Exercise Price Per Share Outstanding, December 31, 2020 228,740 $ 97.20 Granted – – Exercised (88,228 ) 24.60 Forfeited – – Expired – – Outstanding, December 31, 2021 140,512 142.83 Granted 4,237,900 2.88 Exercised (204,957 ) 0.01 Forfeited – – Expired (40,203 ) 330.00 Outstanding, December 31, 2022 4,133,252 $ 4.35 |
Schedule of RSU activity | Schedule of RSU activity RSUs Weighted-Average Grant Date Fair Value Non-vested, December 31, 2021 – $ – Granted 9,523 10.02 Vested – – Forfeited – – Non-vested, December 31, 2022 9,523 $ 10.02 |
Schedule of performance units activity | Schedule of performance units activity PUs Weighted-Average Grant Date Fair Value Non-vested, December 31, 2021 – $ – Granted 28,563 5.94 Vested – – Forfeited – – Non-vested, December 31, 2022 28,563 $ 5.94 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation Year Ended Year Ended December 31, December 31, 2022 2021 Income tax benefit computed at the statutory rate $ 3,206,000 $ 3,042,000 Tax effect of: True-ups and non-deductible expenses (194,000 ) (100,000 ) Change in valuation allowance (3,012,000 ) (2,942,000 ) Provision for income taxes $ – $ – |
Schedule of Deferred Tax Assets | Schedule of Deferred Tax Assets As of As of December 31, December 31, 2022 2021 Deferred income tax assets Net operating losses $ 8,603,000 $ 5,860,000 Stock-based compensation 715,000 533,000 Deferred income tax liability Prepaid expenses (628,000 ) (715,000 ) Valuation allowance (8,690,000 ) (5,678,000 ) Net deferred income tax assets $ – $ – |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details - Restatement) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Accounts payable | $ 3,681,900 | $ 1,981,445 | ||||
Total current liabilities | 4,920,259 | 2,594,188 | ||||
Total liabilities | 4,920,259 | 2,594,188 | ||||
Accumulated deficit | (50,715,677) | (35,441,543) | ||||
Total stockholders' equity | 8,132,856 | 6,163,197 | $ 13,947,984 | |||
Research and development | 9,300,055 | 9,805,075 | ||||
Total operating expenses | 15,267,107 | 14,485,915 | ||||
Loss from operations | (15,267,107) | (14,485,915) | ||||
Net loss | $ (15,274,134) | $ (14,495,200) | ||||
Loss per share - diluted | $ (11.22) | $ (16.50) | ||||
Loss per share - diluted | $ (11.22) | $ (16.50) | ||||
Cash Flows from Operating Activities: | ||||||
Accounts payable | $ 1,700,455 | $ 1,035,115 | ||||
Net cash used in operating activities | $ (10,557,815) | (13,538,309) | ||||
Previously Reported [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Accounts payable | $ 489,716 | $ 490,886 | $ 1,005,043 | 1,522,823 | ||
Total current liabilities | 1,069,300 | 923,856 | 1,244,303 | 2,135,566 | ||
Total liabilities | 1,069,300 | 923,856 | 1,244,303 | 2,135,566 | ||
Accumulated deficit | (37,767,260) | (41,333,212) | (44,752,765) | (34,982,921) | ||
Total stockholders' equity | 14,802,567 | 11,523,456 | 8,393,624 | 6,621,819 | ||
Research and development | 1,521,364 | 3,742,703 | 5,950,616 | 9,346,453 | ||
Total operating expenses | 2,781,773 | 6,346,114 | 9,765,129 | 14,027,293 | ||
Loss from operations | (2,781,773) | (6,346,114) | (9,765,129) | (14,027,293) | ||
Net loss | $ (2,784,339) | $ (6,350,291) | $ (9,769,844) | $ (14,036,578) | ||
Loss per share - diluted | $ (2.15) | $ (4.83) | $ (7.40) | $ (15.98) | ||
Loss per share - diluted | $ (2.15) | $ (4.83) | $ (7.40) | $ (15.98) | ||
Cash Flows from Operating Activities: | ||||||
Accounts payable | $ (1,033,107) | $ (1,031,937) | $ (517,780) | $ 576,493 | ||
Net cash used in operating activities | (3,077,199) | (6,439,733) | (8,252,492) | (13,538,309) | ||
Revision of Prior Period, Adjustment [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Accounts payable | 826,061 | 826,061 | 826,061 | 458,622 | ||
Total current liabilities | 826,061 | 826,061 | 826,061 | 458,622 | ||
Total liabilities | 826,061 | 826,061 | 826,061 | 458,622 | ||
Accumulated deficit | (826,061) | (826,061) | (826,061) | (458,622) | ||
Total stockholders' equity | (826,061) | (826,061) | (826,061) | (458,622) | ||
Research and development | 367,439 | 367,439 | 367,439 | 458,622 | ||
Total operating expenses | 367,439 | 367,439 | 367,439 | 458,622 | ||
Loss from operations | (367,439) | (367,439) | (367,439) | (458,622) | ||
Net loss | $ (367,439) | $ (367,439) | $ (367,439) | $ (458,622) | ||
Loss per share - diluted | $ (0.28) | $ (0.28) | $ (0.27) | $ (0.52) | ||
Loss per share - diluted | $ (0.28) | $ (0.28) | $ (0.27) | $ (0.52) | ||
Cash Flows from Operating Activities: | ||||||
Accounts payable | $ 367,439 | $ 367,439 | $ 367,439 | $ 458,622 | ||
Net cash used in operating activities | 0 | 0 | 0 | 0 | ||
As Revised [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Accounts payable | 1,315,777 | 1,316,947 | 1,831,104 | 1,981,445 | ||
Total current liabilities | 1,895,361 | 1,749,917 | 2,070,364 | 2,594,188 | ||
Total liabilities | 1,895,361 | 1,749,917 | 2,070,364 | 2,594,188 | ||
Accumulated deficit | (38,593,321) | (42,159,273) | (45,578,826) | (35,441,543) | ||
Total stockholders' equity | 13,976,506 | 10,697,395 | 7,567,563 | 6,163,197 | ||
Research and development | 1,888,803 | 4,110,142 | 6,318,055 | 9,805,075 | ||
Total operating expenses | 3,149,212 | 6,713,553 | 10,132,568 | 14,485,915 | ||
Loss from operations | (3,149,212) | (6,713,553) | (10,132,568) | (14,485,915) | ||
Net loss | $ (3,151,778) | $ (6,717,730) | $ (10,137,283) | $ (14,495,200) | ||
Loss per share - diluted | $ (2.44) | $ (5.11) | $ (7.67) | $ (16.50) | ||
Loss per share - diluted | $ (2.44) | $ (5.11) | $ (7.67) | $ (16.50) | ||
Cash Flows from Operating Activities: | ||||||
Accounts payable | $ (665,668) | $ (664,498) | $ (150,341) | $ 1,035,115 | ||
Net cash used in operating activities | $ (3,077,199) | $ (6,439,733) | $ (8,252,492) | $ (13,538,309) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details - Estimated useful lives) | 12 Months Ended |
Dec. 31, 2022 | |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful Life | Shorter of estimated useful lives or the term of the lease |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful Life | 3 |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful Life | 5 |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful Life | 7 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Cash, FDIC Insured Amount | $ 250,000 | |
Cash, Uninsured Amount | $ 9,805,407 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 4,133,252 | 140,512 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 93,001 | 95,501 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | Nov. 14, 2022 | Nov. 08, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||||
Short-term note payable | $ 449,874 | $ 425,990 | ||
Interest rate | 5.88% | 3.30% | ||
Due date | Oct. 31, 2023 | Sep. 30, 2022 | ||
Note payable | $ 409,968 | $ 387,794 |
Equity (Details - Option Activi
Equity (Details - Option Activity) - Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options Outstanding, Beginning | 95,501 | 73,368 |
Weighted Average Exercise Price Outstanding, Beginning | $ 67.50 | $ 60 |
Number of Options Granted | 0 | 24,633 |
Weighted Average Exercise Price Granted | $ 89.70 | |
Number of Options Exercised | 0 | 0 |
Weighted Average Exercise Price Exercised | $ 0 | $ 0 |
Number of Options Forfeited | (2,500) | (2,500) |
Weighted Average Exercise Price Forfeited | $ 70.50 | $ 61.80 |
Number of Options Expired | 0 | 0 |
Weighted Average Exercise Price Expired | $ 0 | $ 0 |
Number of Options Outstanding, Ending | 93,001 | 95,501 |
Weighted Average Exercise Price Outstanding, Ending | $ 67.42 | $ 67.50 |
Equity (Details - Assumptions)
Equity (Details - Assumptions) | 12 Months Ended |
Dec. 31, 2021 | |
Fair value of common stock on measurement date | $54.00 to $100.80 per share |
Risk free interest rate minimum | 0.28% |
Risk free interest rate maximum | 1.28% |
Volatility minimum | 128.17% |
Volatility maximum | 130.72% |
Dividend yield | 0% |
Minimum [Member] | |
Expected term (in years) | 5 years 6 months |
Maximum [Member] | |
Expected term (in years) | 6 years 3 months 18 days |
Equity (Details - Warrant Activ
Equity (Details - Warrant Activity) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Warrants Outstanding, Beginning | 140,512 | 228,740 |
Weighted Average Exercise Price Outstanding, Beginning | $ 142.83 | $ 97.20 |
Number of Warrants Granted | 4,237,900 | 0 |
Weighted Average Exercise Price Granted | $ 2.88 | $ 0 |
Number of Warrants Exercised | (204,957) | (88,228) |
Weighted Average Exercise Price Exercised | $ 0.01 | $ 24.60 |
Number of Warrants Forfeited | 0 | 0 |
Weighted Average Exercise Price Forfeited | $ 0 | $ 0 |
Number of Warrants Expired | (40,203) | 0 |
Weighted Average Exercise Price Expired | $ 330 | $ 0 |
Number of Warrants Outstanding, Ending | 4,133,252 | 140,512 |
Weighted Average Exercise Price Outstanding, Ending | $ 4.35 | $ 142.83 |
Equity (Details - Activity)
Equity (Details - Activity) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of nonvested Outstanding, Beginning | shares | 0 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 0 |
Granted | shares | 9,523 |
Weighted Average Exercise Price Granted | $ / shares | $ 10.02 |
Vested | shares | 0 |
Weighted Average Exercise Price Vested | $ / shares | $ 0 |
Forfeited | shares | 0 |
Weighted Average Exercise Price Forfeited | $ / shares | $ 0 |
Number of nonvested Outstanding, Ending | shares | 9,523 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | $ 10.02 |
Performance Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of nonvested Outstanding, Beginning | shares | 0 |
Weighted Average Exercise Price Outstanding, Beginning | $ / shares | $ 0 |
Granted | shares | 28,563 |
Weighted Average Exercise Price Granted | $ / shares | $ 5.94 |
Vested | shares | 0 |
Weighted Average Exercise Price Vested | $ / shares | $ 0 |
Forfeited | shares | 0 |
Weighted Average Exercise Price Forfeited | $ / shares | $ 0 |
Number of nonvested Outstanding, Ending | shares | 28,563 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | $ 5.94 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Nov. 30, 2022 | Jan. 05, 2022 | Apr. 28, 2022 | Jan. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | |
Class of Stock [Line Items] | ||||||||
Common stock shares authorized | 75,000,000 | 75,000,000 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Stockholders' Equity, Reverse Stock Split | one-for-thirty (1:30) reverse stock split of the Company’s common stock and the filing of the Amendment to effectuate the reverse split. The reverse stock split became effective on November 28, 2022 on a 1-for-30 basis without any change in the par value per share, which remained at $0.001. | |||||||
Legal fees | $ 100,000 | |||||||
Non-accountable expense allowance | 50,000 | |||||||
Clearing fees | 15,950 | |||||||
Amortization of Deferred Charges | 334,138 | $ 0 | ||||||
Share based compensartion | 1,202,966 | 1,723,842 | ||||||
Proceeds from Issuance of Common Stock | $ 16,038,093 | 4,653,821 | ||||||
Weighted average remaining term | 6 years 8 months 23 days | |||||||
Intrinsic value | $ 9,626 | |||||||
Proceeds from Warrant Exercises | $ 2,734 | $ 332,750 | ||||||
Number of warrants exercised | 204,957 | 5,041 | ||||||
Cash bonuses | $ 76,087 | |||||||
Warrants Converted Cashless Basis [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds from Warrant Exercises | $ 83,187 | |||||||
Number of warrants exercised | 58,544 | |||||||
Options [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Options granted | 0 | 24,633 | ||||||
Option issuance | $ 1,969,712 | |||||||
Unrecognized compensation expense | $ 1,318,183 | |||||||
Equity Option [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share based compensartion | $ 1,149,364 | $ 1,533,092 | ||||||
Warrants [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.35 | $ 142.83 | $ 97.20 | |||||
Warrants and Rights Outstanding, Term | 4 years 10 months 2 days | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 3,898,375 | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share based compensartion | 17,887 | |||||||
Unrecognized compensation expense | 77,512 | |||||||
Performance Units [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Unrecognized compensation expense | 133,948 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 28,563 | |||||||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantInPeriodTotalFairValue] | 169,663 | |||||||
Performance Units [Member] | Vesting Term (i) [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share based compensartion | 21,928 | |||||||
Performance Units [Member] | Vesting Term (ii) [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share based compensartion | 13,787 | |||||||
Performance Units [Member] | Vesting Term (iii) [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share based compensartion | $ 0 | |||||||
2017 Stock Plan [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares authorized under plan | 66,667 | |||||||
Options remaining to be issued | 0 | |||||||
2020 Stock Plan [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares authorized under plan | 100,000 | |||||||
Options remaining to be issued | 35,580 | |||||||
Investor Relations Services [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 2,500 | |||||||
Share based compensartion | $ 140,250 | |||||||
Officers [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Cash bonuses | $ 213,000 | |||||||
Cash bonuses | 9,523 | |||||||
Cash bonuses | $ 95,399 | |||||||
Common Stock [Member] | Investment Relations Firm [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 834 | |||||||
Share based compensartion | $ 50,500 | |||||||
Securities Purchase Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Gross proceeds from issuance or sale of equity | $ 5,998,000 | $ 11,497,385 | ||||||
Net proceeds from issuance or sale of equity | $ 5,412,308 | $ 10,625,786 | ||||||
Securities Purchase Agreement [Member] | Wainwright [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Payments of Stock Issuance Costs | 50,000 | |||||||
Legal fees | $ 10,000 | |||||||
Securities Purchase Agreement [Member] | Placement Agent Warrants [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants issued, shares | 20,176 | |||||||
Securities Purchase Agreement [Member] | Shares [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 316,316 | |||||||
Securities Purchase Agreement [Member] | Pre Funded Warrants [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants issued, shares | 87,193 | |||||||
Securities Purchase Agreement [Member] | Pre Funded Warrants [Member] | Institutional Investor [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants issued, shares | 1,742,764 | |||||||
Securities Purchase Agreement [Member] | Common Warrants [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants issued, shares | 403,509 | |||||||
Securities Purchase Agreement [Member] | Common Warrants [Member] | Institutional Investor [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants issued, shares | 1,889,764 | |||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Institutional Investor [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 147,000 | |||||||
Securities Purchase Agreement [Member] | Existing Warrants [Member] | Institutional Investor [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants issued, shares | 16,667 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 66 | |||||||
Securities Purchase Agreement [Member] | Existing Warrants 1 [Member] | Institutional Investor [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants issued, shares | 210,527 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 24.60 | |||||||
Capital On Demand Sales Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 68,784 | |||||||
Proceeds from Issuance of Common Stock | $ 4,653,821 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Liability Contingency [Line Items] | |||
Labor and Related Expense | $ 76,087 | ||
Research and Development Expense | 9,300,055 | $ 9,805,075 | |
Repayments of Related Party Debt | 800,000 | ||
HPI pharmaceutical products [Member] | |||
Product Liability Contingency [Line Items] | |||
Cost of Goods and Services Sold | 41,075 | ||
Houston Pharmaceuticals [Member] | |||
Product Liability Contingency [Line Items] | |||
Cost of Goods and Services Sold | 441,075 | ||
Technology Rights Agreement [Member] | Houston Pharm [Member] | |||
Product Liability Contingency [Line Items] | |||
Royalty Income, Nonoperating | 275,000 | 450,000 | |
WPD Product Supply Agreement [Member] | |||
Product Liability Contingency [Line Items] | |||
Product held at third party depot | 655,000 | ||
Other Receivables | 393,182 | 656,938 | |
Patent And Technology License Agr [Member] | UTMDACC [Member] | |||
Product Liability Contingency [Line Items] | |||
License fee | 58,222 | 48,668 | |
Sponsored Research Agreement [Member] | UTMDACC [Member] | |||
Product Liability Contingency [Line Items] | |||
License fee | $ 334,000 | ||
Research and Development Expense | $ 400,000 | ||
Development Agreement [Member] | WPD [Member] | |||
Product Liability Contingency [Line Items] | |||
Development fees | 225,000 | ||
Development fees | $ 775,000 | ||
Climaco [Member] | |||
Product Liability Contingency [Line Items] | |||
Salary and wages | 525,000 | ||
Silberman [Member] | |||
Product Liability Contingency [Line Items] | |||
Salary and wages | 200,000 | ||
Picker [Member] | |||
Product Liability Contingency [Line Items] | |||
Salary and wages | 115,000 | ||
Downs [Member] | |||
Product Liability Contingency [Line Items] | |||
Salary and wages | $ 340,000 |
Income Taxes (Details - Effecti
Income Taxes (Details - Effective Income Tax Rate Reconciliation) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit computed at the statutory rate | $ 3,206,000 | $ 3,042,000 |
True-ups and non-deductible expenses | (194,000) | (100,000) |
Change in valuation allowance | (3,012,000) | (2,942,000) |
Provision for income taxes | $ 0 | $ 0 |
Income Taxes (Details - Deferre
Income Taxes (Details - Deferred Tax Assets) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred income tax assets | ||
Net operating losses | $ 8,603,000 | $ 5,860,000 |
Stock-based compensation | 715,000 | 533,000 |
Deferred income tax liability | ||
Prepaid expenses | (628,000) | (715,000) |
Valuation allowance | (8,690,000) | (5,678,000) |
Net deferred income tax assets | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Effective Income Tax Rate Reconciliation, Percent | 21% |
Operating loss carry forward | $ 40,966,000 |