Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 15, 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 | 000-56257 | ||
Entity Registrant Name | ACCUSTEM SCIENCES, INC. | ||
Entity Central Index Key | 0001850767 | ||
Entity Tax Identification Number | 87-3774438 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 5 Penn Plaza | ||
Entity Address, Address Line Two | 19th Floor | ||
Entity Address, City or Town | #1954 New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10001 | ||
City Area Code | 00 44 | ||
Local Phone Number | 2074952379 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | ACUT | ||
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 | $ 3,098,285 | ||
Entity Common Stock, Shares Outstanding | 11,346,535 | ||
Documents Incorporated by Reference [Text Block] | Portions of the Proxy Statement for the registrant’s 2023 Annual Meeting of Stockholders, or the Proxy Statement, which the Registrant intends to file pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the Registrant’s fiscal year end of December 31, 2022, are incorporated by reference into Part III of this Annual Report on Form 10-K | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 339 | ||
Auditor Name | Mazars USA LLP | ||
Auditor Location | New York, NY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 733,978 | |
Related party receivable | 1,353,373 | |
Prepaid expenses | 168,430 | |
Other Current Assets | 29,603 | |
Total Current Assets | 932,011 | 1,353,373 |
Equipment, net | 7,678 | |
TOTAL ASSETS | 939,689 | 1,353,373 |
Current Liabilities | ||
Accounts payable | 311,834 | 388,681 |
Related party payable | 142,229 | 190,838 |
Accrued expenses | 518,625 | 123,181 |
Note Payable | 106,551 | |
Total Current Liabilities | 1,079,239 | 702,700 |
TOTAL LIABILITIES | 1,079,239 | 702,700 |
Stockholders’ Equity | ||
Preferred stock $.001 par value; 10,000,000 shares authorized; none issued and outstanding | ||
Common stock $.001 par value; 150,000,000 shares authorized; 11,346,535 and 9,999,132 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | 11,346 | 9,999 |
Additional paid-in capital | 4,320,385 | 1,503,434 |
Related party subscription receivable | (204,879) | |
Accumulated other comprehensive loss | 66,981 | |
Accumulated deficit | (4,471,281) | (724,862) |
TOTAL STOCKHOLDERS’ EQUITY | (139,550) | 650,673 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 939,689 | $ 1,353,373 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 11,346,535 | 9,999,132 |
Common stock, shares outstanding | 11,346,535 | 9,999,132 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING EXPENSES | ||
Research and development expenses | $ 266,933 | $ 73,335 |
General and administrative expenses | 3,479,486 | 597,279 |
Total operating expenses | 3,746,419 | 670,614 |
LOSS FROM OPERATIONS | (3,746,419) | (670,614) |
LOSS, BEFORE INCOME TAX | (3,746,419) | (670,614) |
Income tax benefit (expense) | ||
NET LOSS | $ (3,746,419) | $ (670,614) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.34) | $ (0.07) |
Weighted average common shares outstanding used in computing net loss per share attributable to common stockholders, basic and diluted | 11,016,165 | 9,999,132 |
Translation adjustments | $ (11,553) | |
COMPREHENSIVE LOSS | $ (3,746,419) | $ (682,167) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance value at Dec. 31, 2020 | $ 9,999 | $ 1,482,174 | $ (206,663) | $ 78,534 | $ (54,248) | $ 1,309,796 |
Beginning balance, shares at Dec. 31, 2020 | 9,999,132 | |||||
Share-based compensation | 21,260 | 21,260 | ||||
Foreign currency translation adjustment | 1,784 | (11,553) | (9,769) | |||
Net loss | (670,614) | $ (670,614) | ||||
Exercise of common stock options, shares | ||||||
Ending balance value at Dec. 31, 2021 | $ 9,999 | 1,503,434 | (204,879) | 66,981 | (724,862) | $ 650,673 |
Ending balance, shares at Dec. 31, 2021 | 9,999,132 | |||||
Share-based compensation | 133,889 | 133,889 | ||||
Foreign currency translation adjustment | (66,981) | (66,981) | ||||
Net loss | (3,746,419) | (3,746,419) | ||||
Issuance of common stock | $ 1,338 | 2,674,602 | 2,675,940 | |||
Issuance of common stock, shares | 1,337,970 | |||||
Receipt of subscription receivable | 204,879 | 204,879 | ||||
Exercise of common stock options | $ 9 | 8,460 | 8,469 | |||
Exercise of common stock options, shares | 9,433 | |||||
Ending balance value at Dec. 31, 2022 | $ 11,346 | $ 4,320,385 | $ (4,471,281) | $ (139,550) | ||
Ending balance, shares at Dec. 31, 2022 | 11,346,535 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Activities | ||
Net loss | $ (3,746,419) | $ (670,614) |
Adjustments to reconcile net loss to net cash provided by operating activities | ||
Foreign currency translation | (66,981) | |
Depreciation | 3,321 | |
Share-based compensation | 133,889 | 21,260 |
Change in operating assets and liabilities: | ||
Related party receivable | 1,353,373 | |
Prepaid expenses | 270,692 | |
Other current assets | (29,603) | |
Accounts payable | (76,846) | 394,666 |
Related party payable | (48,609) | 172,966 |
Accrued expenses | 401,130 | 81,722 |
Net cash used in operating activities | (1,806,053) | |
Investing Activities | ||
Purchases of equipment | (10,999) | |
Net cash used in investing activities | (10,999) | |
Financing Activities | ||
Proceeds from receipt of subscription receivable | 204,879 | |
Proceeds from issuance of common stock | 2,675,940 | |
Proceeds from exercise of options | 8,469 | |
Payments on note payable | (338,258) | |
Net cash provided by financing activities | 2,551,030 | |
Increase in cash | 733,978 | |
Cash, beginning of year | ||
Cash, end of year | 733,978 | |
Supplemental disclosure of noncash investing and financing activities | ||
Issuance of Note Payable for payment of prepaid expense | 439,122 | |
Supplemental cash flow information | ||
Cash paid for interest | $ 7,474 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS AccuStem Sciences Inc. and its subsidiary (“the Company”) is a clinical stage diagnostics company dedicated to improving quality of life and outcomes for the more than 18 million people worldwide who are diagnosed with cancer each year. Liquidity and Going Concern The consolidated financial statements have been prepared on the going concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business. The Company has financed its activities principally from support from a related party. The Company has incurred a net loss in every fiscal period since inception. For the year ended December 31, 2022, the Company incurred a net loss of $ 3,746,419 . The Company has an accumulated deficit as of December 31, 2022 of $ 4,471,281 . The Company anticipates operating losses to continue for the foreseeable future due to, among other things, costs related to research funding, further development of its technology and products, and expenses related to the commercialization of its products. Management believes that the Company does not have sufficient cash and current assets to support its operations through at least 12 months from the issuance date of these consolidated financial statements, and will require significant additional cash resources to continue its planned research and development activities. The Company will need additional funds for promoting new products and working capital required to support research and development activities and generate sales from its products. There can be no assurance, however, that such financing will be available when needed, if at all, or on favorable terms and conditions. The precise amount and timing of the funding needs cannot be determined accurately at this time, and will depend on a number of factors, including the quality of product development efforts, management of working capital, and the continuation of normal payment terms and conditions for purchase of services. In order to address its capital needs, including its planned research and development activities and other expenditures, the Company is actively pursuing additional equity financing. The Company has been in ongoing discussions with institutional investors and other parties with respect to such possible offerings. Adequate financing opportunities might not be available to the Company, when and if needed, on acceptable terms or at all. If the Company is unable to obtain additional financing in sufficient amounts or on acceptable terms or if the Company fails to consummate the private placement or a public offering, the Company will be forced to delay, reduce or eliminate some or all of its research and development programs and product portfolio expansion, which could adversely affect its operating results or business prospects. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding in terms acceptable to the Company to fund continuing operations, if at all. After considering the uncertainties, management determined it is appropriate to continue to adopt the going concern basis in preparing the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. Basis of Presentation The accompanying financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Unless otherwise indicated, all references to “$” are to U.S. dollars, and all references to “£” or “GBP” are to Great Britain Pounds. The Company’s reporting currency is U.S. dollars. Basis of Consolidation The accompanying audited consolidated financial statements include the accounts of AccuStem Sciences Inc. as well as its wholly-owned subsidiary after elimination of intercompany transactions and balances. Comprehensive loss Comprehensive loss of all periods presented is comprised primarily of net loss and foreign currency translation adjustments. Use of Estimates The preparation of financial statements in conformity with GAAP requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Risk and Uncertainties The Company is subject to a number of risks similar to those of other companies of similar size in its industry, including but not limited to, the success of its exploration to research and development activities, need for additional capital (or financing) to fund operating losses, competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, dependence on key individuals, and risks associated with changes in information technology. Cash The Company considers all highly liquid investments purchased with an original maturity date of three months or less at the date of purchase and money market accounts to be cash equivalents. At December 31, 2022, the Company had no Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant contribution of credit risk consist of cash. Periodically, the Company maintains deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality and the Company has not experienced any losses in these deposits. Equipment, net Equipment is stated at cost, less accumulated depreciation. The Company depreciates its equipment for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. The Equipment consists of computer equipment, which has a useful life of 3 Income Taxes The Company accounts for income taxes under ASC 740 - Income Taxes The Company intends to continue maintaining a full valuation allowance on its deferred tax assets until there is sufficient evidence to support reversal of all or a portion of the allowances. In establishing the full valuation allowance position, the Company considered all available evidence, including all potential sources of taxable income, future reversals of taxable temporary differences, projections of taxable income, and income from tax planning strategies, as well as any other available and relevant information. Existing valuation allowances are re-examined each period. If it were determined that it is more likely than not that a deferred tax asset will be realized, the appropriate amount of the valuation allowance, if any, would be released in the period this determination is made. Tax positions not deemed to meet a more-likely-than-not threshold would be recorded as a tax expense in the current year. There were no uncertain tax positions that require accrual or disclosure to the financial statements as of December 31, 2022 and 2021. Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are required to be evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. As of December 31, 2022, open years related to federal and state jurisdictions are 2020 and 2021. Research and Development Expenses Research and product development costs are expensed as incurred under ASC 730 - Research and Development Segment Information The Company applies ASC 280, Segment Reporting Fair Value of Financial Instruments The Company classifies a financial instrument, or its component parts, as a financial liability, a financial asset or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, a financial asset and an equity instrument. The Company evaluates the terms of the financial instrument to determine whether it contains an asset, a liability or an equity component. Such components shall be classified separately as financial assets, financial liabilities or equity instruments. The Company’s financial liabilities include trade and other payables. The carrying value of such amounts approximate fair value based on the short-term nature of the items. The Company does not hold any financial assets or liabilities at fair value through profit or loss or fair value through other comprehensive income Share-based Compensation The Company may award stock options, performance-based options and other equity-based instruments to its employees, directors and consultants. Compensation cost related to equity-based instruments is based on the fair value of the instrument on the grant date, and is recognized over the requisite service period on a straight-line basis over the vesting period except for performance-based options. Performance-based stock options vest based on the achievement of performance targets. Compensation costs associated with performance-based option awards are recognized over the requisite service period based on probability of achievement. Performance-based stock options require management to make assumptions regarding the likelihood of achieving performance targets. The Company estimates the fair value of service based and performance-based stock option awards, including modifications of stock option awards, using the Black-Scholes option pricing model. This model derives the fair value of stock options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate and dividend yield. Loss per Share The Company computes loss per share in accordance with ASC 260 - Earnings per Share Foreign Currencies The consolidated financial statements are presented in United States dollars which is the Company’s reporting and functional currency as the Company’s operating and capital costs are transacted in U.S. dollars. The Company’s fully consolidated subsidiary functional currency continued to be GBP, which is the currency of the primary economic environment in which the entities operated. The financial results and position of foreign operations whose functional currency was different from the Company’s reporting currency were translated as follows: ● assets and liabilities were translated at year-end exchange rates prevailing at that reporting date; ● income and expenses were translated at average exchange rates for the period; and ● equity transactions including retained earnings/accumulated deficit were translated at the exchange rates prevailing at the date of the transaction. Gains and losses arising from translations or settlements of foreign currency denominated transactions or balances were included in the determination of income. “Other comprehensive loss,” in the consolidated statements of comprehensive loss, included foreign currency translation adjustments for the periods ended December 31, 2022 and 2021. Recently Issued and Adopted Accounting Standards None Issued Accounting Standards Not Yet Adopted In September 2022, the FASB issued ASU No. 2022-04- Liabilities—Supplier Finance Programs, |
NOTE PAYABLE
NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE | 3. NOTE PAYABLE On May 20, 2022, the Company entered into a one-year Directors and Officers Liability Insurance agreement for $ 439,122 88,000 3.95 35,751 106,551 |
EQUIPMENT
EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
EQUIPMENT | 4. EQUIPMENT Equipment consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2022 December 31, 2021 Computer equipment $ 10,999 - Less: Accumulated depreciation 3,321 - Equipment, net $ 7,678 - Depreciation expense was approximately $ 3,321 0 Depreciation expense is included within General and Administrative expenses in the accompanying Consolidated Statement of Operations and Comprehensive Loss. |
LICENSE
LICENSE | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
LICENSE | 5. LICENSE On November 9, 2022, AccuStem and the IEO/University of Milan amended the License to clarify the regulatory path and timeline for the commercialization of StemPrintER. Specifically, the regulatory requirement language has been modified to (i) extend the timeline for regulatory approval or clearance of a licensed product to 36 months 60 months 175,000 In addition, for the term of the license, the following milestone payments are required to be made (converted from EUROS to USD using exchange rate of €1:$1.0675) ● € 50,000 53,375 ● € 100,000 106,750 ● € 150,000 160,125 The License may be terminated by either party in the event of a material breach and in addition, we may terminate the License at any time upon 30 days’ notice. For the year ended December 31, 2022 and 2021, the Company did not recognize any expense related to this license agreement as no milestones were reached. |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | 6. LOSS PER SHARE Basic and diluted net loss per common share were the same since the inclusion of common shares issuable pursuant to the exercise of options in the calculation of diluted net loss per common shares would have been antidilutive. For the periods ended December 31, 2022 and 2021, loss per share of the Company are as follows: SCHEDULE OF LOSS PER SHARE For the Year Ended For the Year Ended December 31, December 31, 2022 2021 Numerator: Net Loss $ (3,746,419 ) $ (670,614 ) Net loss attributable to common shareholders $ (3,746,419 ) $ (670,614 ) Denominator: Weighted-average common shares outstanding, basic and diluted 11,016,165 9,999,132 Net loss per common share, basic and diluted $ (0.34 ) $ (0.07 ) The Company’s potentially dilutive securities, which include stock options and warrants, have been excluded from the computation of diluted net loss per common share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common shareholders is the same. The Company excluded the following from the computation of diluted net loss per share attributable to common stockholders for the years ended December 31, 2022 and 2021 because including them would have had an anti-dilutive effect: SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE For the Year Ended For the Year Ended December 31, December 31, 2022 2021 Stock options to purchase common stock outstanding 1,360,115 100,005 Warrants to purchase common stock outstanding 350,000 — Total 1,710,115 100,005 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | 7. SHARE-BASED COMPENSATION In August 2021, Limited adopted the 2021 Omnibus Equity Incentive Plan (the “Incentive Plan”). The Incentive Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and Other Share-Based Awards to selected employees, directors, and independent contractors of the Company. Each Award shall be exercisable at such time or times and subject to such terms and conditions set forth in the Incentive Plan, as shall be determined by the administrator in the applicable award agreement. Total shares authorized by the plan was 2,500,000 10 years 1,130,452 Options The Company issued 1,322,239 1.00 2.13 The Company granted 100,005 For the year ended December 31, 2021, stock option activity of the Company are as follows: SCHEDULE OF STOCK OPTION ACTIVITY Number of Time-Based Share Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2021 — $ — — $ — Issued 100,005 0.42 10 — Exercised — — — — Expired/Forfeited — — — — Outstanding at December 31, 2021 100,005 0.42 9.72 — Vested and exercisable December 31, 2021 100,005 $ 0.42 9.72 $ — For the year ended December 31, 2022, stock option activity for time-based options of the Company are as follows: SCHEDULE OF STOCK OPTION ACTIVITY Number of Time-Based Share Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2022 100,005 $ 0.42 9.72 $ — Issued 378,239 2.03 9.20 — Exercised (9,433 ) 0.90 — — Expired/Forfeited 52,696 0.28 — — Outstanding at December 31, 2022 416,115 $ 1.86 9.13 $ 57,207 Vested and exercisable December 31, 2022 57,115 $ 0.44 8.68 $ 51,957 For the year December 31, 2022, stock option activity for performance-based options of the Company are as follows: SCHEDULE OF STOCK OPTION ACTIVITY Number of Performance- Based Share Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2022 — $ — — $ — Issued 944,000 1.45 9.11 — Exercised — — — — Expired/Forfeited — — — — Outstanding at December 31, 2022 944,000 $ 1.45 9.11 $ 174,000 Vested and exercisable December 31, 2022 — — — — The aggregate intrinsic value is calculated as the difference between the estimated fair value of the underlying common stock as of December 31, 2022 and the option exercise price. Total share-based compensation was approximately $ 133,889 21,260 Total share-based compensation expense is included in General and Administrative expenses on the Condensed Consolidated Statement of Operations and Other Comprehensive Income. The weighted average grant date fair value for stock options granted was $ 0.76 0.42 no The Company uses the Black-Scholes option pricing model to estimate the fair value of the option awards. The table below summarizes the resulting weighted average inputs used to calculate the estimated fair value of options awarded for the year ended December 31, 2022 and 2021. SCHEDULE OF STOCK VALUATION ASSUMPTIONS 2022 2021 Risk-free interest rate 1.54 4.2 0 % 0.31 % Expected dividend yield — % — % Expected term 5.00 8.50 5.00 Expected volatility 57.2 65.7 % 59.00 % The risk-free interest rate assumption is determined using the yield currently available on U.S. Treasury zero- coupon issues with a remaining term commensurate with the expected term of the award. The Company has historically been a private company and lacks company-specific historical and implied volatility information. Management has estimated expected volatility based on similar public companies. Expected life of the option represents the period of time options are expected to be outstanding. The estimate for dividend yield is 0% As of December 31, 2022, there was $ 872,662 179,324 3.3 693,338 Warrants In March 2022, the Company issued 350,000 The common stock warrants granted have an exercise price of $ 1.06 no A summary of the Company’s warrants to purchase common stock activity is as follows: SCHEDULE OF WARRANTS OUTSTANDING Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2022 — $ — — $ — Issued 350,000 1.06 9.07 — Exercised — — — — Expired/Forfeited — — — — Outstanding at December 31, 2022 350,000 $ 1.06 9.07 $ — Vested and exercisable December 31, 2022 — — — — The grant date fair value for these warrants of $ 0.66 232,490 SCHEDULE OF STOCK VALUATION ASSUMPTIONS December 31, 2022 December 31, 2021 Risk-free interest rate 1.75 % — Expected dividend yield — — Expected term 8.50 — Expected volatility 63.9 % — There was no As of December 31, 2022, there was $ 232,490 On October 10, 2022, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation (the “Charter”), to effect a reverse stock split of our outstanding shares of common stock by a ratio of any whole number between one-for-two and one-for-fifteen, at any time prior to October 10, 2023, the implementation and timing of which shall be subject to the discretion of our board of directors. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 8. RELATED PARTY TRANSACTIONS Tiziana is a related party as the entity is controlled by a person that has a significant influence over the group. The Company and Tiziana share some directors, an officer and significant shareholders. The Company has also been formed due to an acquisition of a subsidiary company from Tiziana. As of December 31, 2022, Tiziana owns approximately 11.8 As of December 31, 2022 and 2021, $ 0 1,558,252 Effective with the demerger agreement, the Company entered into a shared services agreement, where the Company outsources certain limited management and administrative services. The Company notes that the fees consist of payroll costs associated with time spent providing services for the Company and are based on actual time spent and the allocated payroll costs. In addition, the Company is charged at cost, for utilization of certain office space. There was no mark-up associated with fees charged for these services. Total cost for the year ended December 31, 2022 and 2021 were $ 35,668 12,434 As of December 31, 2022 and 2021, $ 76,229 190,838 In January 2022, the Company and Gabriele Cerrone, who is the Chairman of the Board of Directors and the largest shareholder, entered into an agreement in which he will provide consulting services to the Company for a monthly fee of $ 5,500 66,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 9. INCOME TAXES A reconciliation of the provision for income taxes to the amount computed by applying the statutory income tax rate of 21% SCHEDULE OF PROVISION FOR INCOME TAXES Rate reconciliation 2022 2021 Pre-tax Book Income 21.00 % 21.00 % Permanent differences ( 0.96 )% 0.00 % Foreign net operating loss write-off ( 2.56 )% 0.00 % Increase in valuation allowance ( 18.84 )% ( 23.29 )% State taxes 1.36 % 0.33 % Foreign rate differential 0.00 % 1.96 % Total tax expense 0.00 % 0.00 % Income Tax Expenses attributable to income for continuing operations consists of the following: SCHEDULE OF INCOME TAX EXPENSES Income tax expense Current Deferred Total Federal - - - State - - - Foreign - - - Total taxes - - - Deferred income taxes reflect the net tax effects of temporary differences between the carrying value of the asset and liabilities for financial reporting purposes, and amounts used for income tax purposes. The temporary differences resulted in the deferred tax assets and liabilities as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 Net operating loss carryforwards $ 731,909 $ 169,721 Compensation accruals 88,423 — Fixed assets 252 — Patents 25,998 — R&D expenses 28,793 — Total deferred tax assets 875,375 169,721 Less: valuation allowance $ (875,375 ) $ (169,721 ) Net deferred tax asset - - At December 31, 2022, the Company had net operating losses of approximately $ 3,276,370 1,133,327 In assessing the realizability of the deferred tax assets, management determined whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, net operating loss carryback potential and tax planning strategies in making these assessments. Based on the above criteria, the Company believes that it is more likely than not that the full amount of the remaining net deferred tax assets will not be realized. Accordingly, the Company has recorded a full valuation allowance of approximately $ 875,375 169,721 The Company recognizes interest accrued to unrecognized tax benefits and penalties as income tax expense. The Company accrued no penalties or interest during the years ended December 31, 2022 and 2021. The Company files tax returns as prescribed by the laws of the jurisdictions in which they operate. In the normal course of business, the Company is subject to examination by federal and state jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. As of December 31, 2022, open years related to federal and state jurisdictions are 2020 and 2021. The Company has no open tax audits with any tax authority of December 31, 2022. The federal net operating loss carryforward will be carried forward indefinitely, and the state net operating loss carryforward will expire beginning in 2041. In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s net operating loss carryforwards may be limited in the event of a change in ownership. A full Section 382 analysis has not been prepared and NOLs could be subject to limitation under Section 382. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Unless otherwise indicated, all references to “$” are to U.S. dollars, and all references to “£” or “GBP” are to Great Britain Pounds. The Company’s reporting currency is U.S. dollars. |
Basis of Consolidation | Basis of Consolidation The accompanying audited consolidated financial statements include the accounts of AccuStem Sciences Inc. as well as its wholly-owned subsidiary after elimination of intercompany transactions and balances. |
Comprehensive loss | Comprehensive loss Comprehensive loss of all periods presented is comprised primarily of net loss and foreign currency translation adjustments. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Risk and Uncertainties | Risk and Uncertainties The Company is subject to a number of risks similar to those of other companies of similar size in its industry, including but not limited to, the success of its exploration to research and development activities, need for additional capital (or financing) to fund operating losses, competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, dependence on key individuals, and risks associated with changes in information technology. |
Cash | Cash The Company considers all highly liquid investments purchased with an original maturity date of three months or less at the date of purchase and money market accounts to be cash equivalents. At December 31, 2022, the Company had no |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant contribution of credit risk consist of cash. Periodically, the Company maintains deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality and the Company has not experienced any losses in these deposits. |
Equipment, net | Equipment, net Equipment is stated at cost, less accumulated depreciation. The Company depreciates its equipment for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. The Equipment consists of computer equipment, which has a useful life of 3 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 - Income Taxes The Company intends to continue maintaining a full valuation allowance on its deferred tax assets until there is sufficient evidence to support reversal of all or a portion of the allowances. In establishing the full valuation allowance position, the Company considered all available evidence, including all potential sources of taxable income, future reversals of taxable temporary differences, projections of taxable income, and income from tax planning strategies, as well as any other available and relevant information. Existing valuation allowances are re-examined each period. If it were determined that it is more likely than not that a deferred tax asset will be realized, the appropriate amount of the valuation allowance, if any, would be released in the period this determination is made. Tax positions not deemed to meet a more-likely-than-not threshold would be recorded as a tax expense in the current year. There were no uncertain tax positions that require accrual or disclosure to the financial statements as of December 31, 2022 and 2021. Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are required to be evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. As of December 31, 2022, open years related to federal and state jurisdictions are 2020 and 2021. |
Research and Development Expenses | Research and Development Expenses Research and product development costs are expensed as incurred under ASC 730 - Research and Development |
Segment Information | Segment Information The Company applies ASC 280, Segment Reporting |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company classifies a financial instrument, or its component parts, as a financial liability, a financial asset or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, a financial asset and an equity instrument. The Company evaluates the terms of the financial instrument to determine whether it contains an asset, a liability or an equity component. Such components shall be classified separately as financial assets, financial liabilities or equity instruments. The Company’s financial liabilities include trade and other payables. The carrying value of such amounts approximate fair value based on the short-term nature of the items. The Company does not hold any financial assets or liabilities at fair value through profit or loss or fair value through other comprehensive income |
Share-based Compensation | Share-based Compensation The Company may award stock options, performance-based options and other equity-based instruments to its employees, directors and consultants. Compensation cost related to equity-based instruments is based on the fair value of the instrument on the grant date, and is recognized over the requisite service period on a straight-line basis over the vesting period except for performance-based options. Performance-based stock options vest based on the achievement of performance targets. Compensation costs associated with performance-based option awards are recognized over the requisite service period based on probability of achievement. Performance-based stock options require management to make assumptions regarding the likelihood of achieving performance targets. The Company estimates the fair value of service based and performance-based stock option awards, including modifications of stock option awards, using the Black-Scholes option pricing model. This model derives the fair value of stock options based on certain assumptions related to expected stock price volatility, expected option life, risk-free interest rate and dividend yield. |
Loss per Share | Loss per Share The Company computes loss per share in accordance with ASC 260 - Earnings per Share |
Foreign Currencies | Foreign Currencies The consolidated financial statements are presented in United States dollars which is the Company’s reporting and functional currency as the Company’s operating and capital costs are transacted in U.S. dollars. The Company’s fully consolidated subsidiary functional currency continued to be GBP, which is the currency of the primary economic environment in which the entities operated. The financial results and position of foreign operations whose functional currency was different from the Company’s reporting currency were translated as follows: ● assets and liabilities were translated at year-end exchange rates prevailing at that reporting date; ● income and expenses were translated at average exchange rates for the period; and ● equity transactions including retained earnings/accumulated deficit were translated at the exchange rates prevailing at the date of the transaction. Gains and losses arising from translations or settlements of foreign currency denominated transactions or balances were included in the determination of income. “Other comprehensive loss,” in the consolidated statements of comprehensive loss, included foreign currency translation adjustments for the periods ended December 31, 2022 and 2021. |
Recently Issued and Adopted Accounting Standards | Recently Issued and Adopted Accounting Standards None |
Issued Accounting Standards Not Yet Adopted | Issued Accounting Standards Not Yet Adopted In September 2022, the FASB issued ASU No. 2022-04- Liabilities—Supplier Finance Programs, |
EQUIPMENT (Tables)
EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Equipment consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2022 December 31, 2021 Computer equipment $ 10,999 - Less: Accumulated depreciation 3,321 - Equipment, net $ 7,678 - |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF LOSS PER SHARE | For the periods ended December 31, 2022 and 2021, loss per share of the Company are as follows: SCHEDULE OF LOSS PER SHARE For the Year Ended For the Year Ended December 31, December 31, 2022 2021 Numerator: Net Loss $ (3,746,419 ) $ (670,614 ) Net loss attributable to common shareholders $ (3,746,419 ) $ (670,614 ) Denominator: Weighted-average common shares outstanding, basic and diluted 11,016,165 9,999,132 Net loss per common share, basic and diluted $ (0.34 ) $ (0.07 ) |
SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE | The Company excluded the following from the computation of diluted net loss per share attributable to common stockholders for the years ended December 31, 2022 and 2021 because including them would have had an anti-dilutive effect: SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE For the Year Ended For the Year Ended December 31, December 31, 2022 2021 Stock options to purchase common stock outstanding 1,360,115 100,005 Warrants to purchase common stock outstanding 350,000 — Total 1,710,115 100,005 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF STOCK OPTION ACTIVITY | For the year ended December 31, 2021, stock option activity of the Company are as follows: SCHEDULE OF STOCK OPTION ACTIVITY Number of Time-Based Share Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2021 — $ — — $ — Issued 100,005 0.42 10 — Exercised — — — — Expired/Forfeited — — — — Outstanding at December 31, 2021 100,005 0.42 9.72 — Vested and exercisable December 31, 2021 100,005 $ 0.42 9.72 $ — |
SCHEDULE OF STOCK VALUATION ASSUMPTIONS | SCHEDULE OF STOCK VALUATION ASSUMPTIONS 2022 2021 Risk-free interest rate 1.54 4.2 0 % 0.31 % Expected dividend yield — % — % Expected term 5.00 8.50 5.00 Expected volatility 57.2 65.7 % 59.00 % |
SCHEDULE OF WARRANTS OUTSTANDING | A summary of the Company’s warrants to purchase common stock activity is as follows: SCHEDULE OF WARRANTS OUTSTANDING Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2022 — $ — — $ — Issued 350,000 1.06 9.07 — Exercised — — — — Expired/Forfeited — — — — Outstanding at December 31, 2022 350,000 $ 1.06 9.07 $ — Vested and exercisable December 31, 2022 — — — — |
Warrant [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF STOCK VALUATION ASSUMPTIONS | SCHEDULE OF STOCK VALUATION ASSUMPTIONS December 31, 2022 December 31, 2021 Risk-free interest rate 1.75 % — Expected dividend yield — — Expected term 8.50 — Expected volatility 63.9 % — |
Time Based Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF STOCK OPTION ACTIVITY | For the year ended December 31, 2022, stock option activity for time-based options of the Company are as follows: SCHEDULE OF STOCK OPTION ACTIVITY Number of Time-Based Share Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2022 100,005 $ 0.42 9.72 $ — Issued 378,239 2.03 9.20 — Exercised (9,433 ) 0.90 — — Expired/Forfeited 52,696 0.28 — — Outstanding at December 31, 2022 416,115 $ 1.86 9.13 $ 57,207 Vested and exercisable December 31, 2022 57,115 $ 0.44 8.68 $ 51,957 |
Perforamance Based Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF STOCK OPTION ACTIVITY | For the year December 31, 2022, stock option activity for performance-based options of the Company are as follows: SCHEDULE OF STOCK OPTION ACTIVITY Number of Performance- Based Share Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2022 — $ — — $ — Issued 944,000 1.45 9.11 — Exercised — — — — Expired/Forfeited — — — — Outstanding at December 31, 2022 944,000 $ 1.45 9.11 $ 174,000 Vested and exercisable December 31, 2022 — — — — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF PROVISION FOR INCOME TAXES | A reconciliation of the provision for income taxes to the amount computed by applying the statutory income tax rate of 21% SCHEDULE OF PROVISION FOR INCOME TAXES Rate reconciliation 2022 2021 Pre-tax Book Income 21.00 % 21.00 % Permanent differences ( 0.96 )% 0.00 % Foreign net operating loss write-off ( 2.56 )% 0.00 % Increase in valuation allowance ( 18.84 )% ( 23.29 )% State taxes 1.36 % 0.33 % Foreign rate differential 0.00 % 1.96 % Total tax expense 0.00 % 0.00 % |
SCHEDULE OF INCOME TAX EXPENSES | Income Tax Expenses attributable to income for continuing operations consists of the following: SCHEDULE OF INCOME TAX EXPENSES Income tax expense Current Deferred Total Federal - - - State - - - Foreign - - - Total taxes - - - |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The temporary differences resulted in the deferred tax assets and liabilities as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 Net operating loss carryforwards $ 731,909 $ 169,721 Compensation accruals 88,423 — Fixed assets 252 — Patents 25,998 — R&D expenses 28,793 — Total deferred tax assets 875,375 169,721 Less: valuation allowance $ (875,375 ) $ (169,721 ) Net deferred tax asset - - |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Net Income (Loss) Attributable to Parent | $ 3,746,419 | $ 670,614 |
Retained Earnings (Accumulated Deficit) | $ 4,471,281 | $ 724,862 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | |
Cash equivalents | $ 0 |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) - USD ($) | May 20, 2022 | Dec. 31, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Notes payable | $ 106,551 | |
D&O Insurance Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Insurance agreement | $ 439,122 | |
Monthly payments | $ 88,000 | |
Annual percentage rate | 3.95% | |
Monthly payments | $ 35,751 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Computer equipment | $ 10,999 | |
Less: Accumulated depreciation | 3,321 | |
Equipment, net | $ 7,678 |
EQUIPMENT (Details Narrative)
EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 3,321 |
LICENSE (Details Narrative)
LICENSE (Details Narrative) | 12 Months Ended | ||
Nov. 09, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 GBP (£) | |
Stem Print ER [Member] | |||
Extended regulatory approval or clearance of licensed product term | 36 months | ||
Additional extended term for commercial launch | 60 months | ||
Payments for license | $ 175,000 | ||
Commercial Test [Member] | |||
Milestone payment | $ 53,375 | £ 50,000 | |
Licensed Product [Member] | |||
Milestone payment | 106,750 | 100,000 | |
US Market Approval [Member] | |||
Milestone payment | $ 160,125 | £ 150,000 |
SCHEDULE OF LOSS PER SHARE (Det
SCHEDULE OF LOSS PER SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net Loss | $ (3,746,419) | $ (670,614) |
Net loss attributable to common shareholders | $ (3,746,419) | $ (670,614) |
Weighted-average common shares outstanding, basic and diluted | 11,016,165 | 9,999,132 |
Net loss per common share, basic and diluted | $ (0.34) | $ (0.07) |
SCHEDULE OF COMPUTATION OF DILU
SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,710,115 | 100,005 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,360,115 | 100,005 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 350,000 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Options, Beginning Balance | 100,005 | ||
Weighted Average Exercise Price, Beginning | $ 0.42 | ||
Weighted average remaining contractual life(in years) | 9 years 8 months 19 days | ||
Aggregate Intrinsic Value Beginning | |||
Number of Options, Issued | 100,005 | ||
Weighted Average Exercise Price, Issued | $ 0.42 | ||
Weighted average remaining contractual life(in years), Issued | 10 years | ||
Number of Options, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Number of Options, Exercised | |||
Weighted Average Exercise Price, Expired/Forfeited | |||
Number of Options, Beginning Balance | 100,005 | ||
Weighted Average Exercise Price, Beginning | $ 0.42 | ||
Aggregate Intrinsic Value Beginning | |||
Number of Options, Vested and exercisable | 100,005 | ||
Weighted Average Exercise Price, Beginning | $ 0.42 | ||
Weighted average remaining contractual life(in years) Vested and exercisable | 9 years 8 months 19 days | ||
Aggregate Intrinsic Value, Vested and exercisable | |||
Time Based Options [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Options, Beginning Balance | 100,005 | ||
Weighted Average Exercise Price, Beginning | $ 0.42 | ||
Weighted average remaining contractual life(in years) | 9 years 1 month 17 days | 9 years 8 months 19 days | |
Aggregate Intrinsic Value Beginning | |||
Number of Options, Issued | 378,239 | ||
Weighted Average Exercise Price, Issued | $ 2.03 | ||
Weighted average remaining contractual life(in years), Issued | 9 years 2 months 12 days | ||
Number of Options, Exercised | (9,433) | ||
Weighted Average Exercise Price, Exercised | $ 0.90 | ||
Number of Options, Exercised | 52,696 | ||
Weighted Average Exercise Price, Expired/Forfeited | $ 0.28 | ||
Number of Options, Beginning Balance | 416,115 | 100,005 | |
Weighted Average Exercise Price, Beginning | $ 1.86 | $ 0.42 | |
Aggregate Intrinsic Value Beginning | $ 57,207 | ||
Number of Options, Vested and exercisable | 57,115 | ||
Weighted Average Exercise Price, Beginning | $ 0.44 | ||
Weighted average remaining contractual life(in years) Vested and exercisable | 8 years 8 months 4 days | ||
Aggregate Intrinsic Value, Vested and exercisable | $ 51,957 | ||
Perforamance Based Options [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Options, Beginning Balance | |||
Weighted Average Exercise Price, Beginning | |||
Weighted average remaining contractual life(in years) | 9 years 1 month 9 days | ||
Aggregate Intrinsic Value Beginning | |||
Number of Options, Issued | 944,000 | 0 | |
Weighted Average Exercise Price, Issued | $ 1.45 | ||
Weighted average remaining contractual life(in years), Issued | 9 years 1 month 9 days | ||
Number of Options, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Number of Options, Exercised | |||
Weighted Average Exercise Price, Expired/Forfeited | |||
Number of Options, Beginning Balance | 944,000 | ||
Weighted Average Exercise Price, Beginning | $ 1.45 | ||
Aggregate Intrinsic Value Beginning | $ 174,000 | ||
Number of Options, Vested and exercisable | |||
Weighted Average Exercise Price, Beginning | |||
Weighted average remaining contractual life(in years) Vested and exercisable | |||
Aggregate Intrinsic Value, Vested and exercisable |
SCHEDULE OF STOCK VALUATION ASS
SCHEDULE OF STOCK VALUATION ASSUMPTIONS (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk free interest rate - minimum | 1.54% | |
Risk free interest rate - maximum | 4.20% | |
Risk-free interest rate | 0.31% | |
Expected dividend yield | ||
Expected term | 5 years | |
Expected volatility - minimum | 57.20% | |
Expected volatility - maximum | 65.70% | |
Expected volatility | 59% | |
Warrant [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate | 1.75% | |
Expected dividend yield | ||
Expected term | 8 years 6 months | |
Expected volatility | 63.90% | |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term | 5 years | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term | 8 years 6 months |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Outstanding Number of Shares, Beginning balance | shares | |
Weighted Average Exercise Price, Beginning | $ / shares | |
Aggregate intrinsic value - beginning | $ | |
Outstanding Number of Shares, Issued | shares | 350,000 |
Weighted Average Exercise Price, Issued | $ / shares | $ 1.06 |
Weighted Average Remaining Contractual Terms, Issued | 9 years 25 days |
Outstanding Number of Shares, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Outstanding Number of Shares, Expired/Forfeited | shares | |
Weighted Average Exercise Price, Expired/Forfeited | $ / shares | |
Outstanding Number of Shares, Ending balance | shares | 350,000 |
Weighted Average Exercise Price, Ending | $ / shares | $ 1.06 |
Weighted Average Remaining Contractual Terms | 9 years 25 days |
Aggregate intrinsic value - ending | $ | |
Outstanding Number of Shares, Vested and exercisable | shares | |
Weighted average exercise price, Vested and exercisable | $ / shares | |
Aggregate intrinsic value - vested | $ |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock option granted | 100,005 | ||
Options grant exercise price | $ 0.42 | ||
Estimated dividend yield | |||
Unrecognized compensation expense | $ 872,662 | ||
Warrant [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation expense | $ 0 | $ 0 | |
Weighted average grant date fair value | $ 0.66 | ||
Estimated dividend yield | |||
Warrant fair value | $ 232,490 | ||
Unrecognized compensation expenses | $ 232,490 | ||
Share-Based Payment Arrangement, Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted average grant date fair value | $ 0.76 | $ 0.42 | |
Estimated dividend yield | 0% | ||
Perforamance Based Options [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock option granted | 944,000 | 0 | |
Options grant exercise price | $ 1.45 | ||
Unrecognized compensation expense | $ 693,338 | ||
Time Based Options [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock option granted | 378,239 | ||
Options grant exercise price | $ 2.03 | ||
Unrecognized compensation expense | $ 179,324 | ||
Unrecognized compensation expense, recognized period | 3 years 3 months 18 days | ||
General and Administrative Expense [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation expense | $ 133,889 | $ 21,260 | |
Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares authorized | 2,500,000 | ||
Number of shares available for grant | 1,130,452 | ||
Incentive Plan [Member] | Employees Directors And Non Employees [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock option granted | 1,322,239 | ||
Incentive Plan [Member] | Non-Employee [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of warrant issued | 0 | 350,000 | |
Warrant exercise price | $ 1.06 | ||
Incentive Plan [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Award expiration period | 10 years | ||
Incentive Plan [Member] | Maximum [Member] | Employees Directors And Non Employees [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock option granted | 100,005 | ||
Options grant exercise price | $ 2.13 | ||
Incentive Plan [Member] | Minimum [Member] | Employees Directors And Non Employees [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options grant exercise price | $ 1 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Related party costs | $ 35,668 | $ 12,434 | |
Tiziana [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related parties | 0 | 1,558,252 | |
Due to related parties | 76,229 | $ 190,838 | |
Gabriele Cerrone [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds from related party debt | $ 5,500 | ||
Due to affiliate | $ 66,000 | ||
Tiziana [Member] | |||
Related Party Transaction [Line Items] | |||
Ownership persentage | 11.80% |
SCHEDULE OF PROVISION FOR INCOM
SCHEDULE OF PROVISION FOR INCOME TAXES (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory income tax rate | 21% | 21% |
Effective income tax rate reconciliation, Pre-tax Book Income, percent | 21% | 21% |
Effective income tax rate reconciliation, Permanent differences, percent | 0.96% | 0% |
Effective income tax rate reconciliation, Foreign net operating loss write-off, percent | 2.56% | 0% |
Effective income tax rate reconciliation, Increase in valuation allowance, percent | 18.84% | 23.29% |
Effective income tax rate reconciliation, State taxes, percent | 1.36% | 0.33% |
Effective income tax rate reconciliation, Foreign rate differential, percent | 0% | 1.96% |
Effective income tax rate reconciliation,Total tax expense, percent | 0% | 0% |
SCHEDULE OF INCOME TAX EXPENSES
SCHEDULE OF INCOME TAX EXPENSES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Current federal income tax benefit | ||
Deferred federal incomeTax expense benefit | ||
Federal Income Tax Expense (Benefit), Continuing Operations | ||
Current state income tax benefit | ||
Deferred state and local income tax expense benefit | ||
State and Local Income Tax Expense (Benefit), Continuing Operations | ||
Current foreign income tax benefit | ||
Deferred foreign income tax expense benefit | ||
Foreign Income Tax Expense (Benefit), Continuing Operations | ||
Current foreign federal state and local tax expense benefit | ||
Deferred federal state and local tax expense benefit | ||
Income Tax Expense (Benefit) |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 731,909 | $ 169,721 |
Compensation accruals | 88,423 | |
Fixed assets | 252 | |
Patents | 25,998 | |
R&D expenses | 28,793 | |
Total deferred tax assets | 875,375 | 169,721 |
Less: valuation allowance | (875,375) | (169,721) |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets | $ 875,375 | $ 169,721 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
State income tax purposes | 3,276,370 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
State income tax purposes | $ 1,133,327 |