Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 10, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
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 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 Common Stock, Shares Outstanding | 11,346,535 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 71,010 | $ 733,978 |
Prepaid expenses | 181,610 | 168,430 |
Other Current Assets | 29,603 | |
Total Current Assets | 252,620 | 932,011 |
Equipment, net | 4,955 | 7,678 |
TOTAL ASSETS | 257,575 | 939,689 |
Current Liabilities | ||
Accounts payable | 432,363 | 311,834 |
Related party payable | 1,132,394 | 142,229 |
Accrued expenses | 465,503 | 518,625 |
Note Payable | 112,752 | 106,551 |
Total Current Liabilities | 2,143,012 | 1,079,239 |
TOTAL LIABILITIES | 2,143,012 | 1,079,239 |
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 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 11,346 | 11,346 |
Additional paid-in capital | 4,379,120 | 4,320,385 |
Accumulated deficit | (6,275,903) | (4,471,281) |
TOTAL STOCKHOLDERS’ EQUITY | (1,885,437) | (139,550) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 257,575 | $ 939,689 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
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 | 11,346,535 |
Common stock shares outstanding | 11,346,535 | 11,346,535 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
OPERATING EXPENSES | ||||
Research and development expenses | $ 19,951 | $ 58,270 | $ 50,128 | $ 133,809 |
General and administrative expenses | 578,574 | 840,855 | 1,754,494 | 2,634,076 |
Total operating expenses | 598,525 | 899,125 | 1,804,622 | 2,767,885 |
LOSS FROM OPERATIONS | (598,525) | (899,125) | (1,804,622) | (2,767,885) |
LOSS, BEFORE TAX | (598,525) | (899,125) | (1,804,622) | (2,767,885) |
Income tax benefit (expense) | ||||
NET LOSS | $ (598,525) | $ (899,125) | $ (1,804,622) | $ (2,767,885) |
Net loss per share attributable to common stockholders, basic | $ (0.05) | $ (0.08) | $ (0.16) | $ (0.25) |
Net loss per share attributable to common stockholders, diluted | $ (0.05) | $ (0.08) | $ (0.16) | $ (0.25) |
Weighted average common shares outstanding used in computing net loss per share attributable to common stockholders, basic | 11,346,535 | 11,337,668 | 11,346,535 | 10,904,423 |
Weighted average common shares outstanding used in computing net loss per share attributable to common stockholders, diluted | 11,346,535 | 11,337,668 | 11,346,535 | 10,904,423 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in StockHolders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Related Party Subscription Receivable [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 9,999 | $ 1,503,434 | $ (204,879) | $ 66,981 | $ (724,862) | $ 650,673 |
Beginning balance, shares at Dec. 31, 2021 | 9,999,132 | |||||
Share-based compensation | 92,629 | 92,629 | ||||
Net loss | (2,767,885) | (2,767,885) | ||||
Exercise of common stock options | $ 9 | 8,460 | 8,469 | |||
Exercise of common stock options, shares | 9,433 | |||||
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 | ||||
Foreign currency translation adjustment | (66,981) | (66,981) | ||||
Ending balance, value at Sep. 30, 2022 | $ 11,346 | 4,279,125 | (3,492,747) | 797,724 | ||
Ending balance, shares at Sep. 30, 2022 | 11,346,535 | |||||
Beginning balance, value at Jun. 30, 2022 | $ 11,337 | 4,232,851 | (2,593,622) | 1,650,566 | ||
Beginning balance, shares at Jun. 30, 2022 | 11,337,571 | |||||
Share-based compensation | 38,001 | 38,001 | ||||
Net loss | (899,125) | (899,125) | ||||
Exercise of common stock options | $ 9 | 8,273 | 8,282 | |||
Exercise of common stock options, shares | 8,964 | |||||
Ending balance, value at Sep. 30, 2022 | $ 11,346 | 4,279,125 | (3,492,747) | 797,724 | ||
Ending balance, shares at Sep. 30, 2022 | 11,346,535 | |||||
Beginning balance, value at Dec. 31, 2022 | $ 11,346 | 4,320,385 | (4,471,281) | (139,550) | ||
Beginning balance, shares at Dec. 31, 2022 | 11,346,535 | |||||
Share-based compensation | 58,735 | 58,735 | ||||
Net loss | (1,804,622) | (1,804,622) | ||||
Ending balance, value at Sep. 30, 2023 | $ 11,346 | 4,379,120 | (6,275,903) | (1,885,437) | ||
Ending balance, shares at Sep. 30, 2023 | 11,346,535 | |||||
Beginning balance, value at Jun. 30, 2023 | $ 11,346 | 4,359,220 | (5,677,378) | (1,306,812) | ||
Beginning balance, shares at Jun. 30, 2023 | 11,346,535 | |||||
Share-based compensation | 19,900 | 19,900 | ||||
Net loss | (598,525) | (598,525) | ||||
Ending balance, value at Sep. 30, 2023 | $ 11,346 | $ 4,379,120 | $ (6,275,903) | $ (1,885,437) | ||
Ending balance, shares at Sep. 30, 2023 | 11,346,535 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Activities | ||
Net loss | $ (1,804,622) | $ (2,767,885) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities | ||
Foreign currency translation | (66,981) | |
Depreciation | 2,723 | 2,414 |
Share-based compensation | 58,735 | 92,629 |
Change in operating assets and liabilities: | ||
Related party receivable | 1,353,373 | |
Prepaid expenses | 269,880 | 157,009 |
Other current assets | 29,603 | |
Accounts payable | 120,529 | (233,791) |
Related party payable | 49,500 | 49,500 |
Accrued expenses | (46,960) | 229,940 |
Net cash used in operating activities | (1,320,612) | (1,183,792) |
Investing Activities | ||
Purchases of equipment | (10,999) | |
Net cash used in investing activities | (10,999) | |
Financing Activities | ||
Advances from related party | 940,665 | 59,305 |
Payments on advances from related party | (190,838) | |
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 | (283,021) | (231,004) |
Net cash provided by financing activities | 657,644 | 2,526,751 |
(Decrease) Increase in cash | (662,968) | 1,331,960 |
Cash, beginning of period | 733,978 | |
Cash, end of period | 71,010 | 1,331,960 |
Supplemental disclosure of noncash investing and financing activities | ||
Issuance of Note Payable for payment of prepaid expense | 372,879 | 439,122 |
Amendment of Issuance of Note Payable for payment of prepaid expense | (89,818) | |
Supplemental cash flow information | ||
Cash paid for interest | $ 4,728 | $ 5,726 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS AccuStem Sciences, Inc. is an early-stage life sciences company committed to developing and commercializing novel products for the treatment and management of many cancers. The principal activities of the Company are that of a genomics-based personalized medicine business, particularly focused on breast and lung cancer patients. Liquidity and Going Concern The condensed 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 nine months ended September 30, 2023, the Company incurred a net loss of $ 1,804,622 6,275,903 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 condensed 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 in the form of a private investment and public equity. 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 condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies applied in the preparation of these condensed consolidated financial statements are set out below. Basis of Presentation The accompanying unaudited condensed consolidated 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”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on February 15, 2023. 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 condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary after elimination of intercompany transactions and balances. 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 at the date of the financial statements and the reported amounts of income 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 September 30, 2023 and 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 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. Reclassification Certain 2022 amounts have been reclassified, where appropriate, to conform to the 2023 presentation. Recent Accounting Standards Adopted Accounting Standards None Standards not yet adopted None |
EQUIPMENT
EQUIPMENT | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
EQUIPMENT | 3. EQUIPMENT Equipment consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2023 December 31, 2022 Computer equipment $ 10,999 10,999 Less: Accumulated depreciation 6,044 3,321 Equipment, net $ 4,955 7,678 Depreciation expense was approximately $ 907 2,723 2,414 Depreciation expense is included within General and Administrative expenses in the accompanying Condensed Consolidated Statement of Operations. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | 4. ACCRUED EXPENSES Accrued expenses consist of the following: SCHEDULE OF ACCRUED EXPENSES September 30, 2023 December 31, 2022 Corporate bonus $ 272,603 369,528 Legal expense 147,006 124,245 Other 45,894 24,852 Total accrued expenses $ 465,503 $ 518,625 |
NOTE PAYABLE
NOTE PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE | 5. NOTE PAYABLE On May 20, 2023, the Company renewed its Directors and Officers Liability Insurance agreement for $ 372,880 75,000 7.50 30,822 30,822 18,792 112,752 |
LICENSE
LICENSE | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
LICENSE | 6. 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 60 175,000 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 three and nine months ended September 30, 2023 and 2022, the Company did not recognize any expense related to this license agreement. |
LOSS PER SHARE
LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | 7. 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 three and nine months ended September 30, 2023 and 2022, loss per share of the Company are as follows: SCHEDULE OF LOSS PER SHARE 2023 2022 2023 2022 Three Months Ended September 30 Nine Months Ended September 30 2023 2022 2023 2022 Numerator: Net Loss $ (598,525 ) $ (899,125 ) $ (1,804,622 ) $ (2,767,885 ) Net loss per share attributable to common stockholders $ (598,525 ) $ (899,125 ) $ (1,804,622 ) $ (2,767,885 ) Denominator: Weighted average common shares outstanding, basic and diluted 11,346,535 11,337,668 11,346,535 10,904,423 Net loss per share attributable to common stockholders, basic and diluted $ (0.05 ) $ (0.08 ) $ (0.16 ) $ (0.25 ) 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 three months and nine months ended September 30, 2023 and 2022 because including them would have had an anti-dilutive effect. SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE 2023 2022 2023 2022 Three Months Ended September 30 Nine Months Ended September 30 2023 2022 2023 2022 Shares issuable upon exercise of stock options 1,261,115 1,397,811 1,261,115 1,397,811 Warrants to purchase common stock outstanding 350,000 350,000 350,000 350,000 Total 1,611,115 1,747,811 1,611,115 1,747,811 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | 8. SHARE-BASED COMPENSATION In August 2021, AccuStem 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 Incentive Plan was 2,500,000 1,229,452 Options There were no T he Company issued 1,307,239 1.06 2.13 For the nine months ended September 30, 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 363,239 2.07 9.43 — Exercised (9,433 ) 0.90 — — Expired/Forfeited — — — — Outstanding at September 30, 2022 453,811 $ 1.70 9.30 $ 16,672 Vested and exercisable September 30, 2022 207,825 $ 1.20 9.14 $ 16,672 For the nine months ended September 30, 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 9.36 — Exercised — — — — Expired/Forfeited — — — — Outstanding at September 30, 2022 944,000 $ 1.45 9.36 $ — Vested and exercisable September 30, 2022 — — — — For the nine months ended September 30, 2023, stock option activity for time-based options of the Company are as follows: Number of Time-Based Share Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2023 416,115 $ 1.86 9.13 $ 57,207 Issued — — — — Exercised — — — — Expired/Forfeited (49,500 ) 2.13 — — Outstanding at September 30, 2023 366,615 $ 1.82 8.40 $ 27,384 Vested and exercisable September 30, 2023 119,765 $ 1.29 8.22 $ 27,384 For the nine months ended September 30, 2023, stock option activity for performance-based options of the Company are as follows: Number of Performance- Based Share Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2023 944,000 $ 1.45 9.11 $ 174,000 Issued — — — — Exercised — — — — Expired/Forfeited (49,500 ) — — — Outstanding at September 30, 2023 894,500 $ 1.41 8.36 $ — Vested and exercisable September 30, 2023 — — — — The aggregate intrinsic value is calculated as the difference between the estimated fair value of the underlying common stock as of September 30, 2023 and the option exercise price. Total share-based compensation was approximately $ 19,900 38,001 58,735 92,629 Total share-based compensation expense is included in General and Administrative expenses on the Condensed Consolidated Statement of Operations. There was no The weighted average grant date fair value for stock options granted during the nine months ended September 30, 2022 is $ 0.76 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 nine months ended September 30, 2023 and 2022. SCHEDULE OF STOCK VALUATION ASSUMPTIONS Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Risk-free interest rate — 1.54 2.34 % Expected dividend yield — — Expected term — 5.00 8.50 Expected volatility — 57.2 65.7 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 September 30, 2023, there was $ 772,580 102,213 2.6 670,368 Warrants In March 2022, the Company issued 350,000 The common stock warrants granted have an exercise price of $ 1.06 no For the nine months ended September 30, 2022, warrant activity of the Company are 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 9.32 — Exercised — — — — Expired/Forfeited — — — — Outstanding at September 30, 2022 350,000 $ 1.06 9.32 $ — Vested and exercisable September 30, 2022 — — — — For the nine months ended September 30, 2023, warrant activity of the Company are as follows: Number of shares Weighted Average Exercise Price Weighted average remaining contractual life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2023 350,000 $ 1.06 9.07 $ — Issued — — — — Exercised — — — — Expired/Forfeited — — — — Outstanding at September 30, 2023 350,000 $ 1.06 8.32 $ — Vested and exercisable September 30, 2023 — — — — The grant date fair value for these warrants of $ 0.66 232,490 SCHEDULE OF STOCK VALUATION ASSUMPTIONS Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Risk-free interest rate — 1.75 % Expected dividend yield — — % Expected term — 8.50 Expected volatility — 63.9 % There was no As of September 30, 2023, there was $ 232,490 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS Tiziana Life Sciences Limited (“Tiziana”) is a related party as it is under common control. The Company and Tiziana share directors, officers and significant shareholders. The Company has also been formed due to an acquisition of a subsidiary company from Tiziana. As of September 30, 2023, Tiziana owns approximately 11.8 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. For the three months ended September 30, 2023 and 2022, the Company has incurred approximately $ 4,955 4,708 As of September 30, 2023 and December 31, 2022, $ 1,016,894 76,229 70,000 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 $ 5,500 115,500 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES The Company recorded no provision or benefit for income tax expense for the three months ended September 30, 2023. For all periods presented, the pretax losses incurred by the Company received no corresponding tax benefit because the Company concluded that it is more likely than not that the Company will be unable to realize the value of any resulting deferred tax assets. The Company will continue to assess its position in future periods to determine if it is appropriate to reduce a portion of its valuation allowance in the future. The Company has no open tax audits with any taxing authority as of September 30, 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated 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”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on February 15, 2023. 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 condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary after elimination of intercompany transactions and balances. |
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 at the date of the financial statements and the reported amounts of income 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 September 30, 2023 and 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 |
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. |
Reclassification | Reclassification Certain 2022 amounts have been reclassified, where appropriate, to conform to the 2023 presentation. |
Recent Accounting Standards | Recent Accounting Standards Adopted Accounting Standards None Standards not yet adopted None |
EQUIPMENT (Tables)
EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Equipment consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2023 December 31, 2022 Computer equipment $ 10,999 10,999 Less: Accumulated depreciation 6,044 3,321 Equipment, net $ 4,955 7,678 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | Accrued expenses consist of the following: SCHEDULE OF ACCRUED EXPENSES September 30, 2023 December 31, 2022 Corporate bonus $ 272,603 369,528 Legal expense 147,006 124,245 Other 45,894 24,852 Total accrued expenses $ 465,503 $ 518,625 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF LOSS PER SHARE | For the three and nine months ended September 30, 2023 and 2022, loss per share of the Company are as follows: SCHEDULE OF LOSS PER SHARE 2023 2022 2023 2022 Three Months Ended September 30 Nine Months Ended September 30 2023 2022 2023 2022 Numerator: Net Loss $ (598,525 ) $ (899,125 ) $ (1,804,622 ) $ (2,767,885 ) Net loss per share attributable to common stockholders $ (598,525 ) $ (899,125 ) $ (1,804,622 ) $ (2,767,885 ) Denominator: Weighted average common shares outstanding, basic and diluted 11,346,535 11,337,668 11,346,535 10,904,423 Net loss per share attributable to common stockholders, basic and diluted $ (0.05 ) $ (0.08 ) $ (0.16 ) $ (0.25 ) |
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 three months and nine months ended September 30, 2023 and 2022 because including them would have had an anti-dilutive effect. SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE 2023 2022 2023 2022 Three Months Ended September 30 Nine Months Ended September 30 2023 2022 2023 2022 Shares issuable upon exercise of stock options 1,261,115 1,397,811 1,261,115 1,397,811 Warrants to purchase common stock outstanding 350,000 350,000 350,000 350,000 Total 1,611,115 1,747,811 1,611,115 1,747,811 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF STOCK VALUATION ASSUMPTIONS | SCHEDULE OF STOCK VALUATION ASSUMPTIONS Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Risk-free interest rate — 1.54 2.34 % Expected dividend yield — — Expected term — 5.00 8.50 Expected volatility — 57.2 65.7 |
SCHEDULE OF WARRANTS OUTSTANDING | For the nine months ended September 30, 2022, warrant activity of the Company are 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 9.32 — Exercised — — — — Expired/Forfeited — — — — Outstanding at September 30, 2022 350,000 $ 1.06 9.32 $ — Vested and exercisable September 30, 2022 — — — — For the nine months ended September 30, 2023, warrant activity of the Company are as follows: Number of shares Weighted Average Exercise Price Weighted average remaining contractual life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2023 350,000 $ 1.06 9.07 $ — Issued — — — — Exercised — — — — Expired/Forfeited — — — — Outstanding at September 30, 2023 350,000 $ 1.06 8.32 $ — Vested and exercisable September 30, 2023 — — — — |
Warrant [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF STOCK VALUATION ASSUMPTIONS | SCHEDULE OF STOCK VALUATION ASSUMPTIONS Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 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 nine months ended September 30, 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 363,239 2.07 9.43 — Exercised (9,433 ) 0.90 — — Expired/Forfeited — — — — Outstanding at September 30, 2022 453,811 $ 1.70 9.30 $ 16,672 Vested and exercisable September 30, 2022 207,825 $ 1.20 9.14 $ 16,672 For the nine months ended September 30, 2023, stock option activity for time-based options of the Company are as follows: Number of Time-Based Share Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2023 416,115 $ 1.86 9.13 $ 57,207 Issued — — — — Exercised — — — — Expired/Forfeited (49,500 ) 2.13 — — Outstanding at September 30, 2023 366,615 $ 1.82 8.40 $ 27,384 Vested and exercisable September 30, 2023 119,765 $ 1.29 8.22 $ 27,384 |
Performance Based Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF STOCK OPTION ACTIVITY | For the nine months ended September 30, 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 9.36 — Exercised — — — — Expired/Forfeited — — — — Outstanding at September 30, 2022 944,000 $ 1.45 9.36 $ — Vested and exercisable September 30, 2022 — — — — For the nine months ended September 30, 2023, stock option activity for performance-based options of the Company are as follows: Number of Performance- Based Share Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2023 944,000 $ 1.45 9.11 $ 174,000 Issued — — — — Exercised — — — — Expired/Forfeited (49,500 ) — — — Outstanding at September 30, 2023 894,500 $ 1.41 8.36 $ — Vested and exercisable September 30, 2023 — — — — |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||||
Net loss | $ 598,525 | $ 899,125 | $ 1,804,622 | $ 2,767,885 | |
Accumulated deficit | $ 6,275,903 | $ 6,275,903 | $ 4,471,281 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 3 years |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Computer equipment | $ 10,999 | $ 10,999 |
Less: Accumulated depreciation | 6,044 | 3,321 |
Equipment, net | $ 4,955 | $ 7,678 |
EQUIPMENT (Details Narrative)
EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 907 | $ 907 | $ 2,723 | $ 2,414 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Corporate bonus | $ 272,603 | $ 369,528 |
Legal expense | 147,006 | 124,245 |
Other | 45,894 | 24,852 |
Total accrued expenses | $ 465,503 | $ 518,625 |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | |||
Jun. 01, 2023 | May 20, 2023 | Aug. 31, 2023 | Sep. 30, 2023 | |
Debt Instrument [Line Items] | ||||
Monthly payments | $ 30,822 | |||
Notes payable | $ 112,752 | |||
Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Monthly payments | $ 30,822 | |||
Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Monthly payments | $ 18,792 | |||
Directors and Officers Liability Insurance Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Insurance agreement | $ 372,880 | |||
Monthly payments | $ 75,000 | |||
Annual percentage rate | 7.50% |
LICENSE (Details Narrative)
LICENSE (Details Narrative) | 9 Months Ended | ||
Nov. 09, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 EUR (€) | |
Exchange rate, description | converted from EUROS to USD using exchange rate of €1:$1.0675 | converted from EUROS to USD using exchange rate of €1:$1.0675 | |
Stem PrintER [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 ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net Loss | $ (598,525) | $ (899,125) | $ (1,804,622) | $ (2,767,885) |
Net loss per share attributable to common stockholders | $ (598,525) | $ (899,125) | $ (1,804,622) | $ (2,767,885) |
Weighted-average common shares outstanding, basic | 11,346,535 | 11,337,668 | 11,346,535 | 10,904,423 |
Weighted-average common shares outstanding, diluted | 11,346,535 | 11,337,668 | 11,346,535 | 10,904,423 |
Net loss per share attributable to common stockholders, basic | $ (0.05) | $ (0.08) | $ (0.16) | $ (0.25) |
Net loss per share attributable to common stockholders, diluted | $ (0.05) | $ (0.08) | $ (0.16) | $ (0.25) |
SCHEDULE OF COMPUTATION OF DILU
SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 1,611,115 | 1,747,811 | 1,611,115 | 1,747,811 |
Share-Based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 1,261,115 | 1,397,811 | 1,261,115 | 1,397,811 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 350,000 | 350,000 | 350,000 | 350,000 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of Options, Issued | 0 | 0 | 0 | |||
Time Based Options [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of Options, Beginning Balance | 416,115 | 100,005 | 100,005 | |||
Weighted Average Exercise Price, Beginning | $ 1.86 | $ 0.42 | $ 0.42 | |||
Weighted Average Remaining Contractual Life (in years) | 8 years 4 months 24 days | 9 years 3 months 18 days | 9 years 1 month 17 days | 9 years 8 months 19 days | ||
Aggregate Intrinsic Value Beginning | $ 57,207 | |||||
Number of Options, Issued | 363,239 | |||||
Weighted Average Exercise Price, Issued | $ 2.07 | |||||
Weighted Average Remaining Contractual Life (in years), Issued | 9 years 5 months 4 days | |||||
Number of Options, Exercised | (9,433) | |||||
Weighted Average Exercise Price, Exercised | $ 0.90 | |||||
Number of Options, Exercised/Forfeited | (49,500) | |||||
Weighted Average Exercise Price, Expired/Forfeited | $ 2.13 | |||||
Number of Options, Ending Balance | 366,615 | 453,811 | 366,615 | 453,811 | 416,115 | 100,005 |
Weighted Average Exercise Price, Ending | $ 1.82 | $ 1.70 | $ 1.82 | $ 1.70 | $ 1.86 | $ 0.42 |
Aggregate Intrinsic Value Ending | $ 27,384 | $ 16,672 | $ 27,384 | $ 16,672 | $ 57,207 | |
Number of Options, Vested and exercisable, Ending Balance | 119,765 | 207,825 | 119,765 | 207,825 | ||
Weighted Average Exercise Price, Vested and exercisable, Ending Balance | $ 1.29 | $ 1.20 | $ 1.29 | $ 1.20 | ||
Weighted Average Remaining Contractual Life (in years) Vested and exercisable | 8 years 2 months 19 days | 9 years 1 month 20 days | ||||
Aggregate Intrinsic Value, Vested and exercisable, Ending Balance | $ 27,384 | $ 16,672 | $ 27,384 | $ 16,672 | ||
Performance Based Options [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of Options, Beginning Balance | 944,000 | |||||
Weighted Average Exercise Price, Beginning | $ 1.45 | |||||
Weighted Average Remaining Contractual Life (in years) | 8 years 4 months 9 days | 9 years 4 months 9 days | 9 years 1 month 9 days | |||
Aggregate Intrinsic Value Beginning | $ 174,000 | |||||
Number of Options, Issued | 944,000 | |||||
Weighted Average Exercise Price, Issued | $ 1.45 | |||||
Weighted Average Remaining Contractual Life (in years), Issued | 9 years 4 months 9 days | |||||
Number of Options, Exercised | ||||||
Weighted Average Exercise Price, Exercised | ||||||
Number of Options, Exercised/Forfeited | (49,500) | |||||
Weighted Average Exercise Price, Expired/Forfeited | ||||||
Number of Options, Ending Balance | 894,500 | 944,000 | 894,500 | 944,000 | 944,000 | |
Weighted Average Exercise Price, Ending | $ 1.41 | $ 1.45 | $ 1.41 | $ 1.45 | $ 1.45 | |
Aggregate Intrinsic Value Ending | $ 174,000 | |||||
Number of Options, Vested and exercisable, Ending Balance | ||||||
Weighted Average Exercise Price, Vested and exercisable, Ending Balance | ||||||
Aggregate Intrinsic Value, Vested and exercisable, Ending Balance |
SCHEDULE OF STOCK VALUATION ASS
SCHEDULE OF STOCK VALUATION ASSUMPTIONS (Details) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate | ||
Risk free interest rate - minimum | 1.54% | |
Risk free interest rate - maximum | 2.34% | |
Expected dividend yield | ||
Expected term | ||
Expected volatility | ||
Expected volatility - minimum | 57.20% | |
Expected volatility - maximum | 65.70% | |
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] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Outstanding Number of Shares, Beginning balance | 350,000 | ||
Weighted Average Exercise Price, Beginning | $ 1.06 | ||
Aggregate intrinsic value - beginning | |||
Outstanding Number of Shares, Issued | 350,000 | ||
Weighted Average Exercise Price, Issued | $ 1.06 | ||
Weighted Average Remaining Contractual Terms, Issued | 9 years 3 months 25 days | ||
Outstanding Number of Shares, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Outstanding Number of Shares, Expired/Forfeited | |||
Weighted Average Exercise Price, Expired/Forfeited | |||
Outstanding Number of Shares, Ending balance | 350,000 | 350,000 | 350,000 |
Weighted Average Exercise Price, Ending | $ 1.06 | $ 1.06 | $ 1.06 |
Weighted Average Remaining Contractual Terms | 8 years 3 months 25 days | 9 years 3 months 25 days | 9 years 25 days |
Aggregate intrinsic value - ending | |||
Number of Shares, Vested and exercisable | |||
Weighted average exercise price, Vested and exercisable | |||
Aggregate intrinsic value - Vested and exercisable |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock option granted | 0 | 0 | 0 | ||
Share based compensation | $ 19,900 | $ 38,001 | $ 58,735 | $ 92,629 | |
Expected dividend yield | |||||
Unrecognized compensation expense | $ 772,580 | $ 772,580 | |||
Number of warrant issued | 0 | 0 | 0 | 0 | |
Warrant [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted average grant date fair value | $ 0.66 | ||||
Expected dividend yield | |||||
Warrant fair value | $ 232,490 | ||||
Share-based compensation expense | $ 0 | $ 0 | 0 | $ 0 | |
Unrecognized compensation expenses | 232,490 | $ 232,490 | |||
Time Based Options [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock option granted | 363,239 | ||||
Options grant exercise price | $ 2.07 | ||||
Unrecognized compensation expense | 102,213 | $ 102,213 | |||
Unrecognized compensation expense, recognized period | 2 years 7 months 6 days | ||||
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 | ||||
Performance Based Options [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock option granted | 944,000 | ||||
Options grant exercise price | $ 1.45 | ||||
Unrecognized compensation expense | $ 670,368 | $ 670,368 | |||
Incentive Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares authorized | 2,500,000 | 2,500,000 | |||
Number of shares available for grant | 1,229,452 | 1,229,452 | |||
Incentive Plan [Member] | Employees Directors And Non Employees [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock option granted | 1,307,239 | ||||
Incentive Plan [Member] | Employees Directors And Non Employees [Member] | Minimum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options grant exercise price | $ 1.06 | ||||
Incentive Plan [Member] | Employees Directors And Non Employees [Member] | Maximum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options grant exercise price | $ 2.13 | ||||
Incentive Plan [Member] | Non-Employee [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of warrant issued | 350,000 | ||||
Warrant exercise price | $ 1.06 | $ 1.06 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Nov. 13, 2023 | Jan. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||||
Proceeds from related party debt | $ 940,665 | $ 59,305 | |||||
Related Party [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party costs | $ 4,955 | $ 4,708 | |||||
Tiziana [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to affiliate | 1,016,894 | 1,016,894 | $ 76,229 | ||||
Tiziana [Member] | Subsequent Event [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Additional expenses | $ 70,000 | ||||||
Gabriele Cerrone [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to affiliate | $ 115,500 | $ 115,500 | |||||
Proceeds from related party debt | $ 5,500 | ||||||
Tiziana [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership percentage | 11.80% | 11.80% |