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Mosaic ImmunoEngineering (CPMV)

Cover

Cover - shares9 Months Ended
Sep. 30, 2021Nov. 01, 2021
Cover [Abstract]
Document Type10-Q
Amendment Flagfalse
Document Quarterly Reporttrue
Document Transition Reportfalse
Document Period End DateSep. 30,
2021
Document Fiscal Period FocusQ3
Document Fiscal Year Focus2021
Current Fiscal Year End Date--12-31
Entity File Number0-22182
Entity Registrant NameMOSAIC IMMUNOENGINEERING, INC.
Entity Central Index Key0000836564
Entity Tax Identification Number84-1070278
Entity Incorporation, State or Country CodeDE
Entity Address, Address Line One1537 South Novato Blvd
Entity Address, Address Line Two#5
Entity Address, City or TownNovato
Entity Address, State or ProvinceCA
Entity Address, Postal Zip Code94947
City Area Code657
Local Phone Number208-0890
Entity Current Reporting StatusYes
Entity Interactive Data CurrentYes
Entity Filer CategoryNon-accelerated Filer
Entity Small Businesstrue
Entity Emerging Growth Companyfalse
Entity Shell Companyfalse
Entity Common Stock, Shares Outstanding7,228,093

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited - USD ($)Sep. 30, 2021Dec. 31, 2020
Current assets:
Cash and cash equivalents $ 393,121 $ 352,738
Prepaid expenses and other current assets52,536 51,349
Investment in affiliated company0 27,637
Refundable income taxes0 26,078
Total current assets445,657 457,802
Total assets445,657 457,802
Current liabilities:
Accounts payable114,296 86,014
Accrued payable to founders0 49,997
Derivative liability104,300 83,500
Accrued expenses and other1,718,974 660,832
Total current liabilities1,937,570 880,343
Convertible notes709,831 0
Total liabilities2,647,401 880,343
Commitments and contingencies
Stockholders’ deficit:
Common stock, $0.00001 par value: 100,000,000 shares authorized: 7,228,093 and 805,803 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively72 8
Additional paid-in capital1,475,147 420,198
Accumulated deficit(3,676,964)(842,754)
Total stockholders’ deficit(2,201,744)(422,541)
Total liabilities and stockholders’ deficit445,657 457,802
Series A Preferred Stock [Member]
Stockholders’ deficit:
Preferred stock, value0 6
Series B Preferred Stock [Member]
Stockholders’ deficit:
Preferred stock, value $ 1 $ 1

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited (Parenthetical) - $ / sharesSep. 30, 2021Dec. 31, 2020
Preferred stock, par value $ 0.00001 $ 0.00001
Preferred stock, shares authorized5,000,000 5,000,000
Common Stock, Par or Stated Value Per Share $ 0.00001 $ 0.00001
Common Stock, Shares Authorized100,000,000 100,000,000
Common Stock, Shares, Issued7,228,093 805,803
Common Stock, Shares, Outstanding7,228,093 805,803
Series A Preferred Stock [Member]
Preferred stock, shares authorized630,000 630,000
Preferred stock, shares outstanding0 630,000
Preferred stock, shares issued0 630,000
Series B Preferred Stock [Member]
Preferred stock, shares authorized70,000 70,000
Preferred stock, shares outstanding70,000 70,000
Preferred stock, shares issued70,000 70,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)3 Months Ended6 Months Ended9 Months Ended
Sep. 30, 2021Sep. 30, 2020Sep. 30, 2020Sep. 30, 2021
Operating expenses:
Research and development $ 439,926 $ 220,083 $ 220,083 $ 1,062,841
General and administrative521,131 162,344 162,855 1,613,366
Total operating expenses961,057 382,427 382,938 2,676,207
Other income (expense):
Interest income12 55 55 28
Change in valuation of derivative liability0 0 0 (20,800)
Non-cash interest expense on convertible notes(11,595)0 0 (18,526)
Equity in loss of affiliated company0 (4,153)(4,153)0
Accretion to redemption value on convertible notes(75,303)0 0 (116,305)
Total other expense, net(86,886)(4,098)(4,098)(155,603)
Loss before income taxes(1,047,943)(386,525)(387,036)(2,831,810)
Provision for income taxes0 0 0 2,400
Net loss $ (1,047,943) $ (386,525) $ (387,036) $ (2,834,210)
Basic and diluted loss per common share $ (0.15) $ (0.52) $ (1.05) $ (0.43)
Weighted average number of common shares outstanding – basic and diluted7,222,403 743,271 369,627 6,540,182

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)Series A Convertible Voting Preferred Stock [Member]Series B Convertible Voting Preferred Stock [Member]Class A Common Stock [Member]Class B Common Stock [Member]Common Stock [Member]Common Stock Subscribed [Member]Additional Paid-in Capital [Member]Retained Earnings [Member]Total
Balances, March 30, 2020 at Mar. 29, 2020[1]
Beginning balance, shares at Mar. 29, 2020
Common stock subscribed and not yet issued to founders 63 63
Issuance of Class A Common Stock to founders $ 63 (63)
Issuance of Class A Common Stock to founders, shares630,000
Issuance of Class B Common Stock under License Option Agreement $ 7 7
Issuance of Class B Common Stock under License Option Agreement, shares70,000
Exchange of Class A and Class B Common Stock for Series A and Series B Convertible Voting Preferred Stock under Reverse Merger $ 6 $ 1 $ (63) $ (7) 63
Exchange of Class A and Class B Common Stock for Series A and Series B Convertible Voting Preferred Stock under Reverse Merger, shares630,000 70,000 (630,000)(70,000)
Net assets acquired under Reverse Merger $ 8 374,427 374,435
Net assets acquired under Reverse Merger, shares802,786
Share-based compensation0
Net loss (387,036)(387,036)
Balances, September 30, 2020 at Sep. 30, 2020 $ 6 $ 1 $ 8 374,490 (387,036)(12,531)
Ending balance, shares at Sep. 30, 2020630,000 70,000 802,786
Balances, March 30, 2020 at Jun. 30, 2020[1] 63 (511)(448)
Beginning balance, shares at Jun. 30, 2020
Issuance of Class A Common Stock to founders $ 63 (63)
Issuance of Class A Common Stock to founders, shares630,000
Issuance of Class B Common Stock under License Option Agreement $ 7 7
Issuance of Class B Common Stock under License Option Agreement, shares 70,000
Exchange of Class A and Class B Common Stock for Series A and Series B Convertible Voting Preferred Stock under Reverse Merger $ 6 $ 1 $ (63) $ (7) 63
Exchange of Class A and Class B Common Stock for Series A and Series B Convertible Voting Preferred Stock under Reverse Merger, shares630,000 70,000 (630,000)(70,000)
Net assets acquired under Reverse Merger $ 8 374,427 374,435
Net assets acquired under Reverse Merger, shares802,786
Net loss (386,525)(386,525)
Balances, September 30, 2020 at Sep. 30, 2020 $ 6 $ 1 $ 8 374,490 (387,036)(12,531)
Ending balance, shares at Sep. 30, 2020630,000 70,000 802,786
Balances, March 30, 2020 at Dec. 31, 2020 $ 6 $ 1 $ 8 420,198 (842,754)(422,541)
Beginning balance, shares at Dec. 31, 2020630,000 70,000 805,803
Conversion of Series A Convertible Voting Preferred Stock $ (6) $ 64 (58)
Conversion of Series A Convertible Voting Preferred Stock(630,000)6,422,290
Share-based compensation 1,055,007 1,055,007
Net loss (2,834,210)(2,834,210)
Balances, September 30, 2020 at Sep. 30, 2021 $ 1 $ 72 1,475,147 (3,676,964)(2,201,744)
Ending balance, shares at Sep. 30, 2021 70,000 7,228,093
Balances, March 30, 2020 at Jun. 30, 2021 $ 1 $ 72 1,115,162 (2,629,021)(1,513,786)
Beginning balance, shares at Jun. 30, 2021 70,000 7,228,093
Share-based compensation 359,985 359,985
Net loss (1,047,943)(1,047,943)
Balances, September 30, 2020 at Sep. 30, 2021 $ 1 $ 72 $ 1,475,147 $ (3,676,964) $ (2,201,744)
Ending balance, shares at Sep. 30, 2021 70,000 7,228,093
[1]Private Mosaic was incorporated on March 30, 2020.

Condensed Consolidated Statem_3

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)6 Months Ended9 Months Ended
Sep. 30, 2020Sep. 30, 2021
Operating activities:
Net loss $ (387,036) $ (2,834,210)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation0 1,055,007
Equity in loss of affiliated company4,153 0
Fair value of common stock issued under License Option Agreement7 0
Anti-dilution rights derivative liability expense83,500 0
Change in fair value of derivative liability0 20,800
Non-cash interest on convertible notes0 18,526
Accretion to redemption value on convertible notes0 116,305
Changes in operating assets and liabilities:
Prepaid expenses and other current assets(4,753)(1,187)
Refundable income taxes0 26,078
Accounts payable(77,956)28,282
Accrued payable to founders51,152 0
Accrued expenses and other262,945 1,058,142
Net cash used in operating activities(67,988)(512,257)
Investing activities:
Proceeds from dissolution of affiliate0 27,637
Net cash, cash equivalents and restricted cash acquired in Reverse Merger605,215 0
Net cash provided by investing activities605,215 27,637
Financing activities:
Proceeds from the issuance of convertible notes0 525,003
Proceeds from the issuance of Class A common stock63 0
Net cash provided by financing activities63 525,003
Net increase in cash and cash equivalents537,290 40,383
Cash and cash equivalents, beginning of period0 352,738
Cash and cash equivalents, end of period537,290 393,121
Supplemental disclosure of non-cash financing activities:
Conversion of Series A Convertible Voting Preferred Stock to common stock0 64
Conversion of accrued payable to founder to convertible note0 49,997
Net liabilities assumed in Reverse Merger, net of cash and restricted cash acquired230,780 0
Supplemental disclosure of cash flow information:
Cash paid for income taxes $ 0 $ 2,400

1. Organization and Business

1. Organization and Business9 Months Ended
Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
1. Organization and Business1. Organization and Business Organization Mosaic ImmunoEngineering, Inc. (the “Company,”
“combined company,” “Mosaic,” “we,” “us,” or “our”), formerly known as Patriot
Scientific Corporation, is a corporation organized under Delaware law on March 24, 1992. We are a preclinical, development-stage
biotechnology company focused on developing and eventually commercializing our proprietary technology designed to activate the innate
immune system to treat and prevent cancer and infectious diseases. Our lead product candidate, MIE-101, is based on a naturally
occurring plant virus that is non-infectious in animals and humans but has been shown to act as strong adjuvant that activates multiple
Toll-like receptors (“TLRs”) through its natural immune recognition. When injected into a tumor, MIE-101 naturally triggers
the body’s innate immune system, thereby altering the tumor microenvironment and directing activated anti-tumor T cells to attack
both the injected tumor as well as other tumors throughout the body. Our goal is to advance MIE-101 into human and veterinary studies
in 2022 if sufficient funding becomes available. The Company has two wholly owned subsidiaries:
Mosaic ImmunoEngineering Development Company (formerly referred to as Private Mosaic in connection with the Reverse Merger), a corporation
organized under Delaware law on March 30, 2020 (date of inception) and Patriot Data Solutions Group, Inc., an inactive subsidiary
of PTSC. Patriot Data Solutions Group (formerly known as Crossflo Systems, Inc.) was acquired in September 2008 and was previously engaged
in data-sharing services and products primarily in the public safety and government sector. During April 2012, PTSC sold substantially
all of the assets in Patriot Data Solutions Group. On August 21, 2020, we completed a reverse merger
transaction pursuant to a stock purchase agreement by and between PTSC (now known as Mosaic ImmunoEngineering Inc.) and Private Mosaic
as further described below. Stock Purchase Agreement On August 19, 2020, Patriot Scientific Corporation
(now known as Mosaic ImmunoEngineering, Inc.) and Private Mosaic entered into a stock purchase agreement (“Stock Purchase Agreement”),
whereby one of the wholly owned subsidiaries of Patriot Scientific Corporation merged with and into Private Mosaic, with Private Mosaic
surviving as a wholly owned subsidiary of Patriot Scientific Corporation (the “Reverse Merger”) (see Note 2). The transaction
closed on August 21, 2020 (“Closing Date”) in accordance with the terms of the Stock Purchase Agreement. On the Closing Date, Patriot Scientific Corporation
acquired 100% of the issued and outstanding common stock of Private Mosaic, representing 630,000 70,000 630,000 70,000 10.194106 11.46837 Private Mosaic was determined to be the accounting
acquirer based upon the terms of the Stock Purchase Agreement and other factors including: (i) Private Mosaic stockholders owned
90% of the combined organization immediately following the Closing Date, (ii) Private Mosaic directors held a majority of board seats
in the combined organization and (iii) Private Mosaic management held all key positions in the management of the combined company. Reverse Stock Split On October 21, 2020 and October 22, 2020, our
Board of Directors and majority shareholders, respectively, approved the Reverse Stock Split of one (1) share of our common stock for
every 500 shares of our common stock (“ 1-for-500 In addition, on June 10, 2021 and June 14, 2021,
our Board of Directors and majority shareholders, respectively, approved a discretionary reverse stock split whereby our Board of Directors
have broad authority to implement a future reverse stock split at a ratio ranging from 1-for-2 to 1-for-4 at any time on or before June
25, 2022 in order to meet the initial listing bid price requirement and other listing regulations of the Nasdaq Stock Market or other
national exchanges. The Board believes that listing our common stock on a national exchange will increase the liquidity of our common
stock by providing us with a market for our common stock that is more accessible than if our common stock were to continue to trade on
the OTCQB or on the “pink sheets” maintained by the OTC Markets Group, Inc. If the Board of Directors believes that a discretionary
reverse stock split is in the best interests of the Company and its shareholders, it will consider certain factors in selecting the specific
reverse stock split ratio, including prevailing market conditions, the trading price of our common stock and the steps that we will need
to take in order to meet the initial listing bid price requirement and other listing regulations of the Nasdaq Stock Market or other national
exchanges. We currently do not expect to list our securities on the Nasdaq Stock Market or other national exchange until after we have
filed our Annual Report on Form 10-K for the year ending December 31, 2021. Liquidity and Management’s Plans The accompanying consolidated financial statements
have been prepared assuming the Company will continue as a going concern. At September 30, 2021, the Company had cash and cash equivalents
of $ 393,121 There are a number of uncertainties associated
with our ability to raise additional capital and we have no current arrangements with respect to any additional financing. In addition,
the continuation of disruptions caused by COVID-19 may cause investors to slow down or delay their decision to deploy capital based on
volatile market conditions which will adversely impact our ability to fund future operations. Consequently, there can be no assurance
that any additional financing on commercially reasonable terms, or at all, will be available when needed. The inability to obtain additional
capital will delay our ability to conduct our business operations. Any additional equity financing may involve substantial dilution to
our then existing stockholders. The above matters raise substantial doubt regarding our ability to continue as a going concern.

2. Significant Accounting Polic

2. Significant Accounting Policies9 Months Ended
Sep. 30, 2021
Accounting Policies [Abstract]
2. Significant Accounting Policies2. Significant
Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated
financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) for quarterly
reports on Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the
United States of America. All intercompany accounts and transactions have been eliminated. In conjunction with the Reverse Merger, Private
Mosaic’s historical results of operations replaced PTSC’s historical results of operations for all periods prior to the Reverse
Merger and, for all periods following the Reverse Merger, the results of operations of the combined company are included in the Company’s
unaudited condensed consolidated financial statements. Since Private Mosaic was incorporated on March 30, 2020, prior year financial information
covers the period March 30, 2020 (date of inception) to September 30, 2020. In addition, operating results for the three and nine months
ended September 30, 2021 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021. The accompanying unaudited condensed consolidated
financial statements have been prepared assuming the Company will continue as a going concern. In the opinion of management, the interim
condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair presentation of
the results for the interim period presented. Segment Reporting The Company manages its operations as a single
operating segment for the purposes of assessing performance and making operating decisions. No revenue has been generated since inception,
and all tangible assets are held in the United States. Reverse Merger On August 21, 2020, Private Mosaic completed a
Reverse Merger with PTSC pursuant to which Private Mosaic merged into PTSC (see Note 1). Due to the nominal assets and limited operations
of PTSC prior to the Reverse Merger, the transaction was treated as a reverse acquisition under the provision of Financial Accounting
Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 whereby Private Mosaic became the
accounting acquirer (legal acquiree) and PTSC was treated as the accounting acquiree (legal acquirer). As the transaction was treated
as a reverse asset acquisition, no intangibles, including goodwill, were recognized. The net tangible assets acquired and liabilities
assumed totaled $374,435 which were acquired by Private Mosaic in connection with the transaction and were recorded at their estimated
acquisition date fair values as of the Closing Date, as follows:
Schedule of assets acquired and liabilities assumed
Cash and cash equivalents $ 427,971
Restricted cash and cash equivalents 177,244
Refundable income taxes 26,078
Prepaid expenses and other current assets 10,402
Investment in affiliated company 32,739
Accounts payable, accrued expenses and other (299,999 )
Net assets acquired $ 374,435 Cash and Cash Equivalents We consider all highly liquid investments acquired
with a maturity of three months or less from the purchase date to be cash equivalents. Investment in Affiliated Company We had a 50 4) Financial Instruments and Concentrations of
Credit Risk Financial instruments that potentially subject
us to concentrations of credit risk consist principally of cash and cash equivalents. We invest our cash and cash equivalents primarily
in money market funds. Cash and cash equivalents are maintained with high quality financial institutions, which are regularly monitored
by management. At times, deposits held with financial institutions may exceed the amount of insurance provided by the Federal Deposit
Insurance Corporation and the Securities Investor Protection Corporation. We perform ongoing evaluations of these financial institutions
to limit our concentration of risk exposure. Fair Value of Financial Instruments Our financial instruments consist principally
of cash and cash equivalents, accounts payable, accrued payable to founders, derivative liability, accrued expenses and other, and convertible
notes. The carrying value of these financial instruments, except for the derivative liability and convertible notes, approximates fair
value because of the immediate or short-term maturity of the instruments. We record the derivative liability at fair value (see Note 3).
The convertible notes are initially recorded at their amortized cost and are being accreted to their redemption value over the estimated
conversion period using the effective interest method (see Note 7). Use of Estimates The preparation of consolidated financial statements
in accordance with U.S. GAAP requires management 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 expenses during
the reporting period. Significant estimates in these unaudited condensed consolidated financial statements include those related to the
fair value of the anti-dilution issuance rights liability (derivative liability), the timing of conversion of the convertible notes, the
provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. In addition, management’s
assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash
inflows and outflows. On an ongoing basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates
on historical experience and on various other assumptions believed to be reasonable. Due to the inherent uncertainty involved in making
such accounting estimates and assumptions, the actual financial statement results could differ materially from such accounting estimates
and assumptions. Convertible Notes The Company follows ASC 480-10, “Distinguishing
Liabilities from Equity” in its evaluation of the accounting for share-settled debt. ASC 480-10-25-14 requires liability accounting
for certain financial instruments, including shares that embody an unconditional obligation to transfer a variable number of shares, provided
that the monetary value of the obligation is based solely or predominantly on one of the following three characteristics:
a) A fixed monetary amount known at inception;
b) Variations in something other than the fair value of the issuer’s equity shares; or
c) Variations in the fair value of the issuer’s equity shares, but the monetary value to the counterparty moves in the opposite direction as the value of the issuer’s shares Moreover, equity classification was not an appropriate
classification for the convertible notes because the underlying terms of the convertible notes do not expose the investors to risks and
rewards similar to those of an owner and, therefore, do not create a shareholder relationship. Pursuant to ASC 835-30, the convertible
notes were initially recorded at their amortized cost and are being accreted to their redemption value over the estimated conversion period
using the effective interest method (see Note 7). Assessment of Contingent Liabilities We may be involved in various legal matters, disputes,
and patent infringement claims which arise in the ordinary course of our business. We accrue for any estimated losses at the time when
we can make a reliable estimate of such loss and it is probable that it has been incurred. By their very nature, contingencies are difficult
to estimate. We continually evaluate information related to all contingencies to determine that the basis on which we have recorded our
estimated exposure is appropriate. Share-Based Compensation We account for restricted stock units (“RSUs”)
and other share-based awards granted under our equity compensation plan in accordance with the authoritative guidance for share-based
compensation. The fair value of RSUs is measured at the grant date based on the closing market price of our common stock on the date of
grant and is recognized as expense on a straight-line basis over the period of vesting. Forfeitures are recognized as a reduction of share-based
compensation expense as they occur. At September 30, 2021, there were no outstanding share-based awards with market or performance conditions. In addition, we periodically grant RSUs to non-employee
consultants, which we account for in accordance with the authoritative guidance for share-based compensation. The cost of non-employee
services received in exchange for share-based awards are measured based on either the fair value of the consideration received or the
fair value of the share-based award issued, whichever is more reliably measurable. Basic and Diluted Income (Loss) Per Common
Share Basic income (loss) per common share is computed
by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period.
Diluted earnings per common share is computed by dividing our net income (loss) available to common stockholders by the sum of the weighted
average number of common shares outstanding during the period, plus the potential dilutive effects of unvested RSUs and shares of common
stock expected to be issued under our Series B Preferred during the period. The potential dilutive effect of unvested RSUs
outstanding during the period are calculated in accordance with the treasury stock method, but are excluded if their effect is anti-dilutive.
The potential dilutive effect of our Convertible Notes and Series A and Series B Preferred outstanding during the period is calculated
using the if-converted method assuming the conversion of Convertible Notes and Series A and Series B Preferred as of the earliest period
reported or at the date of issuance, if later, but are excluded if their effect is anti-dilutive. The following table presents common share equivalents
excluded from the calculation of diluted net income (loss) per share for the three and nine months ended September 30, 2021 and the three
months ended September 30, 2020 and for the period March 30, 2020 (date of inception) to September 30, 2020, as the effect of their inclusion
would have been anti-dilutive during periods of net loss:
Schedule of anti-dilutive shares
Three months ended September 30, 2021 Three months ended September 30, 2020 Nine months ended September 30, 2021 For the Period March 30, 2020 (1) to September 30, 2020
Convertible Notes 241,955 – 130,283 –
Series A and Series B Preferred 802,786 3,219,871 802,786 1,601,233
Unvested RSUs 510,400 – 451,547 –
Total 1,555,141 3,219,871 1,384,616 1,601,233 Moreover, in connection with an acquisition of
Crossflo by PTSC (see Note 1), 5,690 Recently Adopted Accounting Standards In December 2019, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “Income Taxes (Topic 740): Simplifying
the Accounting for Income Taxes” (“ASU 2019-12”), which simplifies the accounting for income taxes by removing certain
exceptions and improving consistent application in certain areas of Topic 740. ASU 2019-12 is effective for fiscal years, and interim
periods within those years, beginning after December 15, 2020, however, early adoption is permitted. The Company adopted ASU 2018-13 effective
January 1, 2021. Implementation of this guidance did not have a material impact on the Company’s unaudited condensed consolidated
financial statements.

3. Fair Value of Financial Inst

3. Fair Value of Financial Instruments9 Months Ended
Sep. 30, 2021
Fair Value Disclosures [Abstract]
3. Fair Value of Financial Instruments3. Fair
Value of Financial Instruments The Company’s financial instruments consist
of money market funds as well as an anti-dilution issuance rights liability pursuant to the License Option Agreement with Case Western
Reserve University (“CWRU”) (see Note 6). The anti-dilution issuance rights meet the definition of a derivative under FASB’s
ASC Topic 815 and the liability is carried at fair value. Under this authoritative guidance, we are required
to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. We determine fair value
based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using
market interest rates commensurate with the credit quality and duration of the investment or valuations by third-party professionals.
The three levels of inputs that we may use to measure fair value are: Level 1: Unadjusted quoted prices in
active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that
are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability;
and Level 3: Prices or valuation techniques
that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The following tables set forth the fair value
of the Company’s financial assets and liabilities by level within the fair value hierarchy as of September 30, 2021 and December
31, 2020:
Schedule of fair value of financial assets and liabilities
Fair Value Measurements at September 30, 2021 Using
Fair Value at Quoted Prices Significant Other Significant
Assets:
Cash and cash equivalents $ 393,121 $ 393,121 $ – $ –
Total assets $ 393,121 $ 393,121 $ – $ –
Liabilities:
Anti-dilution issuance rights liability $ 104,300 $ – $ – $ 104,300
Total liabilities $ 104,300 $ – $ – $ 104,300
Fair Value Measurements at December 31, 2020 Using
Fair Value at Quoted Prices Significant Other Significant
Assets:
Cash and cash equivalents $ 352,738 $ 352,738 $ – $ –
Total assets $ 352,738 $ 352,738 $ – $ –
Liabilities:
Anti-dilution issuance rights liability $ 83,500 $ – $ – $ 83,500
Total liabilities $ 83,500 $ – $ – $ 83,500 Anti-Dilution Issuance Rights Liability Pursuant to the Series B Preferred Certificate
of Designation, the Series B Preferred includes certain anti-dilution issuance rights, whereby the holder will continue to maintain equity
ownership equal to 10% of the fully diluted shares of common stock outstanding, calculated on an as converted basis, including all other
convertible securities outstanding and reserved for issuance (and excluding stock options issued and outstanding and reserved for issuance
under a Board approved employee stock option plan reserving for issuance no more than ten percent (10%) of the outstanding common stock
of the Company) until the Company raises approximately $626,000 from the sale of common or preferred stock, or a combination thereof (see
Note 6). To determine the estimated fair value of the anti-dilution
issuance rights liability, the Company used a Monte Carlo simulation methodology, which models the future movement of stock prices based
on several key variables. The estimated fair value of the anti-dilution issuance rights at the date of issuance on August 21, 2020 (at
inception), December 31, 2020, and September 30, 2021, was $83,500, $83,500 and $104,300, respectively. We initially recorded the fair
value as a derivative liability with a corresponding charge to research and development expense and we will mark-to-market at each reporting
period, with changes in fair value recognized in other income (expense) in the consolidated statement of operations at each period-end
while this derivative instrument is outstanding. The primary inputs used in valuing the anti-dilution
issuance rights liability at inception, December 31, 2020 and September 30, 2021, were as follows:
Schedule of assumptions used
At inception December 31, 2020 September 30, 2021
Fair value of common stock (per share) $ 3.30 $ 3.25 $ 1.50
Estimated additional shares of common stock 57,462 31,353 85,847
Expected volatility 135% 90% 65%
Expected term (years) 0.45 0.25 0.50
Risk-free interest rate 0.11% 0.09% 0.05% The fair value of the derivative liability was
determined by management with the assistance of an independent third-party specialist. The computation of expected volatility was estimated
using available information about the historical volatility of stocks of similar publicly traded companies for a period matching the expected
term assumption. In addition, the Company incorporated the estimated number of shares, timing, and probability of future equity financings
in the calculation of the anti-dilution issuance rights liability.

4. Investment in Affiliated Com

4. Investment in Affiliated Companies9 Months Ended
Sep. 30, 2021
Investments in and Advances to Affiliates [Abstract]
4. Investment in Affiliated Companies4. Investment
in Affiliated Companies Phoenix Digital Solutions, LLC (“PDS”) PDS was formed by PTSC
to pursue licensing of its intellectual property and we own 50 $ 27,637

5. Accrued Expenses and Other C

5. Accrued Expenses and Other Current Liabilities; Accrued Payable to Founders9 Months Ended
Sep. 30, 2021
Payables and Accruals [Abstract]
5. Accrued Expenses and Other Current Liabilities; Accrued Payable to Founders5. Accrued
Expenses and Other Current Liabilities; Accrued Payable to Founders Accrued expenses and other current liabilities
consisted of the following at September 30, 2021 and December 31, 2020:
Schedule of accrued expenses and other current liabilities
September 30, 2021 December 31, 2020
Accrued compensation $ 1,120,496 $ 393,431
Accrued consulting 370,000 40,000
Crossflo acquisition liability 177,244 177,244
Other accrued expenses 51,234 50,157
Total accrued expenses and other current liabilities $ 1,718,974 $ 660,832 In September 2008, PTSC acquired Patriot Data
Solutions Group, Inc. formerly known as Crossflo Systems, Inc. (“PDSG”). In connection with an acquisition of Crossflo by
PTSC, we have accrued $177,244 that could be payable to Crossflo investors. Accrued Payable to Founders At December 31, 2020, accrued payable to founders
of $49,997 represented the overpayment of common stock subscribed. Amounts payable to founders did not earn interest and were not convertible
into any other security. During May 2021, the amount payable to founders was invested in the Company’s convertible notes (see Note
7).

6. Licensing

6. Licensing9 Months Ended
Sep. 30, 2021
Licensing
6. Licensing6. Licensing License Option Agreement with CWRU On July 1, 2020, we signed a Material Transfer,
Evaluation, and Exclusive Option Agreement (“License Option Agreement”) with CWRU, granting the Company the exclusive right
to license certain technology covering immunostimulatory nanotechnology-based therapeutics and vaccines to treat and prevent cancer and
infectious diseases in humans and for veterinary use, including MIE-101, our lead clinical candidate. Under the License Option Agreement,
CWRU granted the Company the exclusive option for a period of two (2) years to negotiate and enter into a license agreement with CWRU,
provided that we meet certain diligence milestones, including but not limited to, (i) delivering a development plan within 18 months,
(ii) raising $3 million in either equity, debt, or grant funding, or a combination thereof within 18 months, (iii), generating sufficient
preclinical data to support the identification of the initial field of use to support the initial planned clinical indication for the
technology, (iv) determining manufacturing processes and cGMP requirements to manufacture the initial product for use in toxicology studies,
and (v) identifying required toxicology studies required to support Phase I clinical trials in the initial field of use. In addition,
the parties agreed to the royalty rates payable on net sales of licensed products to fall within the range of 4% to 8% and the parties
agree to negotiate in good faith on the final licensing terms. Under the License Option Agreement, Private Mosaic
issued CWRU 70,000 shares of Class B Common Stock at the fair market value of $7 on the date of issuance, representing 10% of the fully
diluted shares of common stock outstanding of Private Mosaic. On August 21, 2020, the Class B Stock was exchanged for shares of Series
B Preferred under the Reverse Merger, which included certain anti-dilution rights. Pursuant to the Certificate of Designation, the Series
B Preferred holder will continue to maintain ownership equal to 10% of the fully diluted shares of common stock outstanding of the Company,
including for such purposes all other convertible securities outstanding and reserved for issuance except stock options issued and outstanding
and reserved for issuance under a board approved employee stock option plans reserving for issuance no more than ten percent (10%) of
the outstanding common stock of the Company then outstanding, until we initially raise at least $1 million from the sale of either preferred
or common stock, or a combination thereof (“Capital Threshold”). In addition, pursuant to the License Option Agreement, net
working capital acquired under the Reverse Merger of approximately $374,000 was applied against the Capital Threshold (see Note 2). As
of September 30, 2021, the remaining Capital Threshold was approximately $ 626,000 3 In addition, we are responsible for the reimbursement
of all patent fees incurred by CWRU under the License Option Agreement from the effective date of the License Option Agreement. During
the three and nine months ended September 30, 2021, we incurred $ 8,993 31,810 9,278 License Agreements with University of California
San Diego (“UC San Diego”) During July 2021, we licensed the exclusive rights
to develop and commercialize several novel vaccine candidates, including SARS-CoV-2 and other infectious disease applications from UC
San Diego. Under the licensing agreement, we are obligated to pay (i) a nominal upfront license access fee, (ii) all patent costs incurred
prior to the effective date of the license agreement, (iii) annual license maintenance fees, (iv) aggregate future milestone payments
based on potential clinical development and regulatory milestones of up to $ 165,000 14,400 500 13,900 During September 2021, we licensed the exclusive
rights from UC San Diego to develop and commercialize technology that involves the loading of immuno-stimulatory molecules into plant
virus protein nanoparticles, including the ability to load these molecules into MIE-101, our lead clinical candidate. These plant virus
protein nanoparticles can be loaded with other Toll-like receptor (“TLR”) agonists to further tailor specific immune response
parameters. Under the licensing agreement, we are obligated to pay (i) a nominal upfront license access fee, (ii) all patent costs incurred
prior to the effective date of the license agreement, (iii) annual license maintenance fees, (iv) aggregate future milestone payments
based on potential clinical development and regulatory milestones of up to $ 1,250,000 7,360 5,000 2,360

7. Convertible Notes

7. Convertible Notes9 Months Ended
Sep. 30, 2021
Debt Disclosure [Abstract]
7. Convertible Notes7. Convertible
Notes On May 7, 2021 (“Effective Date”),
we entered into a convertible note purchase agreement (“Note Agreement”) with five (5) accredited investors, including two
(2) members of our Board of Directors that participated on the same terms as other accredited investors (collectively, the “Investors”).
Pursuant to the Note Agreement, the Company received $ 525,003 49,997 575,000 The Convertible Notes have no stated maturity
date; bear interest at a simple rate equal to eight percent ( 8.0 11,595 18,526 The Convertible Notes will convert into the same
equity securities offered in the Qualified Financing or Smaller Financing (“Conversion Shares”), as described below, at a
conversion price equal to the lower of (i) the product equal to 80% times the lowest per unit purchase price of the equity securities
issued for cash in the Qualified Financing or Smaller Financing, or (ii) $ 2.377 Pursuant to the Note Agreement, a Qualified Financing
represents a single transaction or series or transactions whereby the Company receives aggregate gross proceeds of at least $5 million
from the sale of equity securities following the Effective Date (excluding proceeds from the issuance of any future Convertible Notes).
A Smaller Financing represents any sale of equity securities whereby the aggregate gross proceeds are less than $5 million (excluding
proceeds from the issuance of any future Convertible Notes). In addition, in the event of a corporate transaction
covering the sale of all or substantially all of the Company’s assets, or merger or consolidation with or into another entity, or
change in ownership of at least 50% in voting securities of the Company, the holder of the Convertible Note may elect that either: (a)
the Company pay the holder of such Convertible Note an amount equal to the sum of (i) all accrued and unpaid interest due on such Convertible
Note and (ii) one and one-half (1.5) times the outstanding principal balance of such Convertible Note; or (b) such Convertible Note will
convert into that number of conversion shares equal to the quotient obtained by dividing (i) the outstanding principal balance and unpaid
accrued interest of such Convertible Note on the date of conversion by (ii) $2.377. The Company follows ASC 480-10, “Distinguishing
Liabilities from Equity” in its evaluation of the accounting for share-settled debt. ASC 480-10-25-14 requires liability accounting
for certain financial instruments, including shares that embody an unconditional obligation to transfer a variable number of shares, provided
that the monetary value of the obligation is based solely or predominantly on one of the following three characteristics:
a) A fixed monetary amount known at inception;
b) Variations in something other than the fair value of the issuer’s equity shares; or
c) Variations in the fair value of the issuer’s equity shares, but the monetary value to the counterparty moves in the opposite direction as the value of the issuer’s shares Moreover, equity classification was not an appropriate
classification for the Convertible Notes because the underlying terms of the Convertible Notes do not expose the Investors to risks and
rewards similar to those of an owner and, therefore, do not create a shareholder relationship as we are instead using our equity shares
as the currency to settle our obligation. In addition, pursuant to ASC 835-30, the Convertible Notes were initially recorded at their
amortized cost of $ 575,000 718,750 75,303 116,305

8. Stockholders_ Equity and Sha

8. Stockholders’ Equity and Share-Based Compensation9 Months Ended
Sep. 30, 2021
Equity [Abstract]
8. Stockholders’ Equity and Share-Based Compensation8. Stockholders’
Equity and Share-Based Compensation Stockholders’ Equity The Company’s authorized capital consists
of 100,000,000 shares of common stock, par value $0.00001 per share, and 5,000,000 shares of preferred stock, par value $0.00001 per share
(“Preferred Stock”). Under the Reverse Merger (see Notes 1 and 2), we designated and issued 630,000 shares of Series A Convertible
Voting Preferred Stock (“Series A Preferred”) and 70,000 shares of Series B Convertible Voting Preferred Stock (“Series
B Preferred”). Series A Preferred On August 21, 2020, the Company issued 630,000
shares of Series A Preferred (classified as permanent equity), in exchange for 630,000 shares of Class A Common Stock of Private Mosaic.
Each share of Series A Preferred has a par value of $0.00001 per share, no dividend rate, a stated value of $6.50 per share, and each
share of Series A Preferred converts into 10.194106 shares of common stock of the Company (“Series A Conversion Number”).
In addition, the Series A Preferred possessed full voting rights prior to conversion, on an as-converted basis, as the common stock of
the Company, as defined in the Series A Certificate of Designation. On January 29, 2021, 630,000 shares of Series
A Preferred automatically converted into an aggregate 6,422,290 shares of common stock upon the effectiveness of a registration statement
registering the resale of the underlying shares. The registration statement on Form S-3 was declared effective by the SEC on January 29,
2021. Series B Preferred On August 21, 2020, the Company issued 70,000
shares of Series B Preferred (classified as permanent equity), in exchange for 70,000 shares of Class B Common Stock of Private Mosaic.
Each share of Series B Preferred has a par value of $0.00001 per share, no dividend rate, a stated value of $6.50 per share, and each
share of Series B Preferred converts into 11.46837 shares of common stock of the Company (“Series B Conversion Number”). In
addition, the Series B Preferred possesses full voting rights, on an as-converted basis, as the common stock of the Company, as defined
in the Series B Certificate of Designation. Furthermore, the Series B Preferred does not have any mandatory conversion rights and only
converts upon written notice from the holder. The Series B Preferred also includes certain anti-dilution
rights (“anti-dilution issuance rights”), whereby the holder of Series B Preferred will continue to maintain ownership equal
to 10% of the fully diluted shares of common stock outstanding, including for such purposes all other convertible securities outstanding
and reserved for issuance except equity awards issued and outstanding and reserved for issuance under a board approved equity compensation
plan reserving for issuance no more than ten percent (10%) of the outstanding common stock of the Company then outstanding, until we raise
at least $1 million from the sale of either preferred or common stock, or a combination thereof (“Capital Threshold”). In
addition, pursuant to the License Option Agreement, any net working capital acquired under a reverse merger or acquisition shall be applied
against the Capital Threshold. The net working capital of PTSC on the Closing Date was approximately $374,000 (see Note 2). As such, the
remaining Capital Threshold was approximately $626,000 as of September 30, 2021. The anti-dilution issuance rights meet the definition
of a derivative instrument under FASB’s ASC Topic 815 (see Note 3). In the event of any Liquidation Event, the Holders
of Series B Preferred shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds
of the Company to the holders of common stock, an amount per share in cash equal to the greater of (x) the stated value of $6.50 for each
share of Series B Preferred then held by the holder or (y) the amount payable per share of common stock which such holder of Series
B Preferred would have received if such Holder had converted to common stock immediately prior to the Liquidation Event. Share-Based Compensation 2020 Omnibus Incentive Plan On October 21, 2020, we adopted our 2020 Omnibus
Incentive Plan (the “2020 Plan”) and on October 22, 2020, the 2020 Plan was approved by our stockholders. The 2020 Plan was
adopted to promote our long-term success and the creation of stockholder value by motivating participants, through equity incentive awards,
to achieve long-term success in our business. The 2020 Plan permits the discretionary award of stock options, restricted stock, RSUs,
and other equity awards to selected participants. On the first anniversary date from the adoption date of the 2020 Plan (or October 21,
2021), the number of shares of common stock reserved for issuance under the 2020 Plan shall automatically increase to 20% of the fully
diluted shares of common stock outstanding, including shares of common stock reserved for issuance under convertible securities, such
as the shares issuable upon the conversion of Series B Preferred, as calculated on an as-converted basis. As of September 30, 2021, we
have reserved 802,785 518,236 284,549 The cost of all share-based awards will be recognized
in the consolidated financial statements based on the fair value of the awards. The fair value of stock option awards will be determined
using the Black-Scholes valuation model on the date of grant. The fair value of restricted stock awards and RSUs will be equal to the
closing market price of our common stock on the date of grant. The Company will generally recognize share-based compensation expense over
the period of vesting or period that services will be provided for all time-based awards. Share-based compensation expense for the three
and nine months ended September 30, 2021 was comprised of the following:
Schedule of Share-based compensation expense
Three months ended September 30, 2021 Nine months ended September 30, 2021
Research and development $ 144,234 $ 369,246
General and administrative 215,751 685,761
Total $ 359,985 $ 1,055,007 There was no share-based compensation expense
recognized during the prior periods ended September 30, 2020. The following summarizes our RSUs transaction
activity for the nine months ended September 30, 2021:
Schedule of Restricted Stock Unit Activity
Shares Weighted Average Grant Date Fair Value
Nonvested at January 1, 2021 336,328 $ 3.30
Granted 181,908 2.86
Vested – –
Forfeited – –
Nonvested at September 30, 2021 518,236 $ 3.15 As of September 30, 2021, the total estimated
unrecognized compensation cost related to non-vested RSUs was approximately $ 530,000 0.44

9. Commitments and Contingencie

9. Commitments and Contingencies9 Months Ended
Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
9. Commitments and Contingencies9. Commitments and Contingencies
Legal Matters While the Company is not involved in any litigation
as of September 30, 2021, the Company may be involved in various lawsuits and claims arising in the ordinary course of business, including
actions with respect to intellectual property, employment, and contractual matters. Any litigation could have a material adverse effect
on the Company’s business, financial condition, results of operations, and/or cash flows in the period in which the unfavorable
outcome occurs or becomes probable, and potentially in future periods. Indemnification We have made certain guarantees and indemnities,
under which we may be required to make payments to a guaranteed or indemnified party. We indemnify our directors, officers, employees,
and agents to the maximum extent permitted under the laws of the State of Delaware. The duration of the guarantees and indemnities varies,
and in many cases is indefinite. These guarantees and indemnities do not provide for any limitation of the maximum potential future payments
we could be obligated to make. Historically, we have not been obligated to make any payments for these obligations and no liabilities
have been recorded for these guarantees and indemnities in the accompanying unaudited condensed consolidated balance sheets. Escrow Shares On August 31, 2009, we gave notice to the
former shareholders of Crossflo and Union Bank of California (the “Escrow Agent”) under Section 2.5 of the Agreement and
Plan of Merger between us and Crossflo (the “Agreement”), outlining damages incurred by us in conjunction with the
acquisition of Crossflo, and seeking the return of 5,690 shares of our common stock held by the Escrow Agent. Subsequently, former
shareholders of Crossflo, representing a majority of the escrowed shares responded in protest to our claim, delaying the release of
the escrowed shares until a formal resolution is reached. In the event we fail to prevail in our claim against the escrowed
shares, we may be obligated to deposit into escrow approximately $256,000 of cash consideration due to the decline in our average
stock price over the one-year escrow period calculated in accordance with Section 2.5 of the Agreement. We have evaluated the
potential for loss regarding our claim and believe that it is probable that the resolution of this issue will not result in a
material obligation to the Company, although there is no assurance of this. Accordingly, we have not recorded a liability for this
matter. Patent Expenses Under the License Option Agreement (see Note 6),
if we enter into a license agreement with CWRU, we would be responsible for the reimbursement of all past patent costs incurred by CWRU
though the date of the License Option Agreement, which amount has been estimated to be approximately $ 267,000

10. Related Parties

10. Related Parties9 Months Ended
Sep. 30, 2021
Related Party Transactions [Abstract]
10. Related Parties10. Related Parties During the seven months ended December 31, 2020,
the Company’s Board of Directors approved to enter into consulting agreements with Nicole Steinmetz, Ph.D., acting Chief Scientific
Officer, Dr. Steinmetz’s spouse, and Steve Fiering, Ph.D., each a co-founder of Private Mosaic and greater than 5% shareholder of
the Company (“Related Parties”), for their scientific contributions towards advancing the technology platforms, in the monthly
amounts of $ 5,000 2,500 2,500 30,000 90,000 19,500 110,500 10,000

11. Subsequent Events

11. Subsequent Events9 Months Ended
Sep. 30, 2021
Subsequent Events [Abstract]
11. Subsequent Events11. Subsequent
Events We have evaluated subsequent events after the
consolidated balance sheet date and through the filing date of this Quarterly Report on Form 10-Q, and based on our evaluation, management
has determined that no other subsequent events have occurred that would require recognition in the accompanying unaudited condensed consolidated
financial statements or disclosure in the notes thereto other than as disclosed herein and in the accompanying notes.

2. Significant Accounting Pol_2

2. Significant Accounting Policies (Policies)9 Months Ended
Sep. 30, 2021
Accounting Policies [Abstract]
Basis of PresentationBasis of Presentation The accompanying unaudited condensed consolidated
financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) for quarterly
reports on Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the
United States of America. All intercompany accounts and transactions have been eliminated. In conjunction with the Reverse Merger, Private
Mosaic’s historical results of operations replaced PTSC’s historical results of operations for all periods prior to the Reverse
Merger and, for all periods following the Reverse Merger, the results of operations of the combined company are included in the Company’s
unaudited condensed consolidated financial statements. Since Private Mosaic was incorporated on March 30, 2020, prior year financial information
covers the period March 30, 2020 (date of inception) to September 30, 2020. In addition, operating results for the three and nine months
ended September 30, 2021 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021. The accompanying unaudited condensed consolidated
financial statements have been prepared assuming the Company will continue as a going concern. In the opinion of management, the interim
condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair presentation of
the results for the interim period presented.
Segment ReportingSegment Reporting The Company manages its operations as a single
operating segment for the purposes of assessing performance and making operating decisions. No revenue has been generated since inception,
and all tangible assets are held in the United States.
Reverse MergerReverse Merger On August 21, 2020, Private Mosaic completed a
Reverse Merger with PTSC pursuant to which Private Mosaic merged into PTSC (see Note 1). Due to the nominal assets and limited operations
of PTSC prior to the Reverse Merger, the transaction was treated as a reverse acquisition under the provision of Financial Accounting
Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 whereby Private Mosaic became the
accounting acquirer (legal acquiree) and PTSC was treated as the accounting acquiree (legal acquirer). As the transaction was treated
as a reverse asset acquisition, no intangibles, including goodwill, were recognized. The net tangible assets acquired and liabilities
assumed totaled $374,435 which were acquired by Private Mosaic in connection with the transaction and were recorded at their estimated
acquisition date fair values as of the Closing Date, as follows:
Schedule of assets acquired and liabilities assumed
Cash and cash equivalents $ 427,971
Restricted cash and cash equivalents 177,244
Refundable income taxes 26,078
Prepaid expenses and other current assets 10,402
Investment in affiliated company 32,739
Accounts payable, accrued expenses and other (299,999 )
Net assets acquired $ 374,435
Cash and Cash EquivalentsCash and Cash Equivalents We consider all highly liquid investments acquired
with a maturity of three months or less from the purchase date to be cash equivalents.
Investment in Affiliated CompanyInvestment in Affiliated Company We had a 50 4)
Financial Instruments and Concentrations of Credit RiskFinancial Instruments and Concentrations of
Credit Risk Financial instruments that potentially subject
us to concentrations of credit risk consist principally of cash and cash equivalents. We invest our cash and cash equivalents primarily
in money market funds. Cash and cash equivalents are maintained with high quality financial institutions, which are regularly monitored
by management. At times, deposits held with financial institutions may exceed the amount of insurance provided by the Federal Deposit
Insurance Corporation and the Securities Investor Protection Corporation. We perform ongoing evaluations of these financial institutions
to limit our concentration of risk exposure.
Fair Value of Financial InstrumentsFair Value of Financial Instruments Our financial instruments consist principally
of cash and cash equivalents, accounts payable, accrued payable to founders, derivative liability, accrued expenses and other, and convertible
notes. The carrying value of these financial instruments, except for the derivative liability and convertible notes, approximates fair
value because of the immediate or short-term maturity of the instruments. We record the derivative liability at fair value (see Note 3).
The convertible notes are initially recorded at their amortized cost and are being accreted to their redemption value over the estimated
conversion period using the effective interest method (see Note 7).
Use of EstimatesUse of Estimates The preparation of consolidated financial statements
in accordance with U.S. GAAP requires management 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 expenses during
the reporting period. Significant estimates in these unaudited condensed consolidated financial statements include those related to the
fair value of the anti-dilution issuance rights liability (derivative liability), the timing of conversion of the convertible notes, the
provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. In addition, management’s
assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash
inflows and outflows. On an ongoing basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates
on historical experience and on various other assumptions believed to be reasonable. Due to the inherent uncertainty involved in making
such accounting estimates and assumptions, the actual financial statement results could differ materially from such accounting estimates
and assumptions.
Convertible NotesConvertible Notes The Company follows ASC 480-10, “Distinguishing
Liabilities from Equity” in its evaluation of the accounting for share-settled debt. ASC 480-10-25-14 requires liability accounting
for certain financial instruments, including shares that embody an unconditional obligation to transfer a variable number of shares, provided
that the monetary value of the obligation is based solely or predominantly on one of the following three characteristics:
a) A fixed monetary amount known at inception;
b) Variations in something other than the fair value of the issuer’s equity shares; or
c) Variations in the fair value of the issuer’s equity shares, but the monetary value to the counterparty moves in the opposite direction as the value of the issuer’s shares Moreover, equity classification was not an appropriate
classification for the convertible notes because the underlying terms of the convertible notes do not expose the investors to risks and
rewards similar to those of an owner and, therefore, do not create a shareholder relationship. Pursuant to ASC 835-30, the convertible
notes were initially recorded at their amortized cost and are being accreted to their redemption value over the estimated conversion period
using the effective interest method (see Note 7).
Assessment of Contingent LiabilitiesAssessment of Contingent Liabilities We may be involved in various legal matters, disputes,
and patent infringement claims which arise in the ordinary course of our business. We accrue for any estimated losses at the time when
we can make a reliable estimate of such loss and it is probable that it has been incurred. By their very nature, contingencies are difficult
to estimate. We continually evaluate information related to all contingencies to determine that the basis on which we have recorded our
estimated exposure is appropriate.
Share-Based CompensationShare-Based Compensation We account for restricted stock units (“RSUs”)
and other share-based awards granted under our equity compensation plan in accordance with the authoritative guidance for share-based
compensation. The fair value of RSUs is measured at the grant date based on the closing market price of our common stock on the date of
grant and is recognized as expense on a straight-line basis over the period of vesting. Forfeitures are recognized as a reduction of share-based
compensation expense as they occur. At September 30, 2021, there were no outstanding share-based awards with market or performance conditions. In addition, we periodically grant RSUs to non-employee
consultants, which we account for in accordance with the authoritative guidance for share-based compensation. The cost of non-employee
services received in exchange for share-based awards are measured based on either the fair value of the consideration received or the
fair value of the share-based award issued, whichever is more reliably measurable.
Basic and Diluted Income (Loss) Per Common ShareBasic and Diluted Income (Loss) Per Common
Share Basic income (loss) per common share is computed
by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period.
Diluted earnings per common share is computed by dividing our net income (loss) available to common stockholders by the sum of the weighted
average number of common shares outstanding during the period, plus the potential dilutive effects of unvested RSUs and shares of common
stock expected to be issued under our Series B Preferred during the period. The potential dilutive effect of unvested RSUs
outstanding during the period are calculated in accordance with the treasury stock method, but are excluded if their effect is anti-dilutive.
The potential dilutive effect of our Convertible Notes and Series A and Series B Preferred outstanding during the period is calculated
using the if-converted method assuming the conversion of Convertible Notes and Series A and Series B Preferred as of the earliest period
reported or at the date of issuance, if later, but are excluded if their effect is anti-dilutive. The following table presents common share equivalents
excluded from the calculation of diluted net income (loss) per share for the three and nine months ended September 30, 2021 and the three
months ended September 30, 2020 and for the period March 30, 2020 (date of inception) to September 30, 2020, as the effect of their inclusion
would have been anti-dilutive during periods of net loss:
Schedule of anti-dilutive shares
Three months ended September 30, 2021 Three months ended September 30, 2020 Nine months ended September 30, 2021 For the Period March 30, 2020 (1) to September 30, 2020
Convertible Notes 241,955 – 130,283 –
Series A and Series B Preferred 802,786 3,219,871 802,786 1,601,233
Unvested RSUs 510,400 – 451,547 –
Total 1,555,141 3,219,871 1,384,616 1,601,233 Moreover, in connection with an acquisition of
Crossflo by PTSC (see Note 1), 5,690
Recently Adopted Accounting StandardsRecently Adopted Accounting Standards In December 2019, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “Income Taxes (Topic 740): Simplifying
the Accounting for Income Taxes” (“ASU 2019-12”), which simplifies the accounting for income taxes by removing certain
exceptions and improving consistent application in certain areas of Topic 740. ASU 2019-12 is effective for fiscal years, and interim
periods within those years, beginning after December 15, 2020, however, early adoption is permitted. The Company adopted ASU 2018-13 effective
January 1, 2021. Implementation of this guidance did not have a material impact on the Company’s unaudited condensed consolidated
financial statements.

2. Significant Accounting Pol_3

2. Significant Accounting Policies (Tables)9 Months Ended
Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of assets acquired and liabilities assumedSchedule of assets acquired and liabilities assumed
Cash and cash equivalents $ 427,971
Restricted cash and cash equivalents 177,244
Refundable income taxes 26,078
Prepaid expenses and other current assets 10,402
Investment in affiliated company 32,739
Accounts payable, accrued expenses and other (299,999 )
Net assets acquired $ 374,435
Schedule of anti-dilutive sharesSchedule of anti-dilutive shares
Three months ended September 30, 2021 Three months ended September 30, 2020 Nine months ended September 30, 2021 For the Period March 30, 2020 (1) to September 30, 2020
Convertible Notes 241,955 – 130,283 –
Series A and Series B Preferred 802,786 3,219,871 802,786 1,601,233
Unvested RSUs 510,400 – 451,547 –
Total 1,555,141 3,219,871 1,384,616 1,601,233

3. Fair Value of Financial In_2

3. Fair Value of Financial Instruments (Tables)9 Months Ended
Sep. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value of financial assets and liabilitiesSchedule of fair value of financial assets and liabilities
Fair Value Measurements at September 30, 2021 Using
Fair Value at Quoted Prices Significant Other Significant
Assets:
Cash and cash equivalents $ 393,121 $ 393,121 $ – $ –
Total assets $ 393,121 $ 393,121 $ – $ –
Liabilities:
Anti-dilution issuance rights liability $ 104,300 $ – $ – $ 104,300
Total liabilities $ 104,300 $ – $ – $ 104,300
Fair Value Measurements at December 31, 2020 Using
Fair Value at Quoted Prices Significant Other Significant
Assets:
Cash and cash equivalents $ 352,738 $ 352,738 $ – $ –
Total assets $ 352,738 $ 352,738 $ – $ –
Liabilities:
Anti-dilution issuance rights liability $ 83,500 $ – $ – $ 83,500
Total liabilities $ 83,500 $ – $ – $ 83,500
Schedule of assumptions usedSchedule of assumptions used
At inception December 31, 2020 September 30, 2021
Fair value of common stock (per share) $ 3.30 $ 3.25 $ 1.50
Estimated additional shares of common stock 57,462 31,353 85,847
Expected volatility 135% 90% 65%
Expected term (years) 0.45 0.25 0.50
Risk-free interest rate 0.11% 0.09% 0.05%

5. Accrued Expenses and Other_2

5. Accrued Expenses and Other Current Liabilities; Accrued Payable to Founders (Tables)9 Months Ended
Sep. 30, 2021
Payables and Accruals [Abstract]
Schedule of accrued expenses and other current liabilitiesSchedule of accrued expenses and other current liabilities
September 30, 2021 December 31, 2020
Accrued compensation $ 1,120,496 $ 393,431
Accrued consulting 370,000 40,000
Crossflo acquisition liability 177,244 177,244
Other accrued expenses 51,234 50,157
Total accrued expenses and other current liabilities $ 1,718,974 $ 660,832

8. Stockholders_ Equity and S_2

8. Stockholders’ Equity and Share-Based Compensation (Tables)9 Months Ended
Sep. 30, 2021
Equity [Abstract]
Schedule of Share-based compensation expenseSchedule of Share-based compensation expense
Three months ended September 30, 2021 Nine months ended September 30, 2021
Research and development $ 144,234 $ 369,246
General and administrative 215,751 685,761
Total $ 359,985 $ 1,055,007
Schedule of Restricted Stock Unit ActivitySchedule of Restricted Stock Unit Activity
Shares Weighted Average Grant Date Fair Value
Nonvested at January 1, 2021 336,328 $ 3.30
Granted 181,908 2.86
Vested – –
Forfeited – –
Nonvested at September 30, 2021 518,236 $ 3.15

1. Organization and Business (D

1. Organization and Business (Details Narrative) - USD ($)3 Months Ended6 Months Ended
Aug. 21, 2020Nov. 30, 2020Sep. 30, 2021Dec. 31, 2020
Business Combination, Separately Recognized Transactions [Line Items]
Reverse stock split1-for-500
Cash and cash equivalents $ 393,121 $ 352,738
Mosaic Immuno [Member] | Common Class A [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Stock exchanged, shares exchanged630,000
Mosaic Immuno [Member] | Common Class B [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Stock exchanged, shares exchanged70,000
Mosaic Immuno [Member] | Series A Preferred Stock [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Stock exchanged, shares issued630,000
Each share of Preferred stock converts into PTSC common stock10.194106
Mosaic Immuno [Member] | Series B Preferred Stock [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Stock exchanged, shares issued70,000
Each share of Preferred stock converts into PTSC common stock11.46837

2. Significant Accounting Pol_4

2. Significant Accounting Policies (Details - Assets acquired and liabilities assumed) - Patriot Scientific [Member]Aug. 21, 2020USD ($)
Business Combination, Separately Recognized Transactions [Line Items]
Cash and cash equivalents $ 427,971
Restricted cash and cash equivalents177,244
Refundable income taxes26,078
Prepaid expenses and other current assets10,402
Investment in affiliated company32,739
Accounts payable, accrued expenses and other(299,999)
Net assets acquired $ 374,435

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies (Details - anti-dilutive) - shares3 Months Ended9 Months Ended
Sep. 30, 2021Sep. 30, 2020Sep. 30, 2021Sep. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares1,555,141 3,219,871 1,384,616 1,601,233
Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares241,955 0 130,283 0
Series Aand Series B Preferred [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares802,786 3,219,871 802,786 1,601,233
Unvested R S Us [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares510,400 0 451,547 0

2. Significant Accounting Pol_5

2. Significant Accounting Policies (Details Narrative)Sep. 30, 2021shares
Crossflo [Member]
Shares held in escrow5,690
PDS [Member]
Equity Method Investment, Ownership Percentage50.00%

3. Fair Value of Financial In_3

3. Fair Value of Financial Instruments (Details - Fair Value) - USD ($)Sep. 30, 2021Dec. 31, 2020
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value of assets $ 393,121 $ 352,738
Fair value of liabilities104,300 83,500
Fair Value, Inputs, Level 1 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value of assets393,121 352,738
Fair value of liabilities0 0
Fair Value, Inputs, Level 2 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value of assets0 0
Fair value of liabilities0 0
Fair Value, Inputs, Level 3 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value of assets0 0
Fair value of liabilities104,300 83,500
Cash [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value of assets393,121 352,738
Cash [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value of assets393,121 352,738
Cash [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value of assets0 0
Cash [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value of assets0 0
Antidilution Issuance Rights Liability [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value of liabilities104,300 83,500
Antidilution Issuance Rights Liability [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value of liabilities0 0
Antidilution Issuance Rights Liability [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value of liabilities0 0
Antidilution Issuance Rights Liability [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value of liabilities $ 104,300 $ 83,500

3. Fair Value of Financial In_4

3. Fair Value of Financial Instruments (Details - Assumption) - $ / shares3 Months Ended7 Months Ended9 Months Ended
Aug. 21, 2020Dec. 31, 2020Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair value of common stock (per share) $ 3.30 $ 3.25 $ 1.50
Estimated additional shares of common stock57,462 31,353 85,847
Expected volatility135.00%90.00%65.00%
Expected term (years)5 months 12 days3 months6 months
Risk-free interest rate0.11%0.09%0.05%

4. Investment in Affiliated C_2

4. Investment in Affiliated Companies (Details Narrative) - PDS [Member] - USD ($)1 Months Ended
Jan. 31, 2021Sep. 30, 2021
Schedule of Investments [Line Items]
Equity interest percentage50.00%
Investment in affiliated company $ 27,637

5. Accrued Expenses and Other_3

5. Accrued Expenses and Other Current Liabilities (Details) - USD ($)Sep. 30, 2021Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued compensation $ 1,120,496 $ 393,431
Accrued consulting370,000 40,000
Crossflo acquisition liability177,244 177,244
Other accrued expenses51,234 50,157
Total accrued expenses and other current liabilities $ 1,718,974 $ 660,832

6. Licensing (Details Narrative

6. Licensing (Details Narrative) - USD ($)3 Months Ended6 Months Ended9 Months Ended
Sep. 30, 2021Sep. 30, 2020Sep. 30, 2020Sep. 30, 2021
LicensingAgreementsLineItems [Line Items]
Research and development expense $ 439,926 $ 220,083 $ 220,083 $ 1,062,841
General and administrative expense521,131 162,344 $ 162,855 1,613,366
U C San Diego [Member]
LicensingAgreementsLineItems [Line Items]
Regulatory milestones165,000
Upfront fee14,400
Research and development expense500
General and administrative expense13,900
Immuno Stimulatory [Member]
LicensingAgreementsLineItems [Line Items]
Regulatory milestones1,250,000
Upfront fee7,360
Research and development expense5,000
General and administrative expense2,360
License Option Agreement [Member]
LicensingAgreementsLineItems [Line Items]
Capital threshold remaining626,000 626,000
License Option Agreement [Member] | General and Administrative Expense [Member]
LicensingAgreementsLineItems [Line Items]
Patent legal fees $ 8,993 $ 9,278 $ 31,810

7. Convertible Notes (Details N

7. Convertible Notes (Details Narrative) - USD ($)May 07, 2021Sep. 30, 2021Sep. 30, 2020Sep. 30, 2020Sep. 30, 2021
Debt Instrument [Line Items]
Proceeds from convertible debt $ 0 $ 525,003
Non-cash interest expense on Convertible Notes $ 11,595 $ 0 0 18,526
Amortization575,000
Redemption value718,750
Accretion to Redemption Value $ 75,303 $ 0 $ 0 $ 116,305
Convertible Notes [Member]
Debt Instrument [Line Items]
Conversion Price $ 2.377 $ 2.377
Purchase Agreement [Member] | Convertible Note [Member]
Debt Instrument [Line Items]
Accrued payable $ 49,997
Principal amount $ 575,000
Interest8.00%
Non-cash interest expense on Convertible Notes $ 11,595 $ 18,526
Purchase Agreement [Member] | Board Of Directors [Member] | Convertible Note [Member]
Debt Instrument [Line Items]
Proceeds from convertible debt $ 525,003

8. Stockholders' Equity and Sha

8. Stockholders' Equity and Share-Based Compensation (Details - Share Based Compensation) - USD ($)3 Months Ended6 Months Ended9 Months Ended
Sep. 30, 2021Sep. 30, 2020Sep. 30, 2021
Share-based compensation expense $ 359,985 $ 0 $ 1,055,007
Research and Development Expense [Member]
Share-based compensation expense144,234 369,246
General and Administrative Expense [Member]
Share-based compensation expense $ 215,751 $ 685,761

8. Stockholders' Equity and S_2

8. Stockholders' Equity and Share-Based Compensation (Details - RSU activity) - Restricted Stock Units (RSUs) [Member]9 Months Ended
Sep. 30, 2021$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options Outstanding, Beginning | shares336,328
Weighted Average Exercise Price Outstanding, Beginning | $ / shares $ 3.30
Number of Options Granted | shares181,908
Weighted Average Exercise Price Granted | $ / shares $ 2.86
Number of Options Vested | shares0
Weighted Average Exercise Price Vested | $ / shares
Number of Options Forfeited | shares0
Weighted Average Exercise Price Forfeited | $ / shares
Number of Options Outstanding, Ending | shares518,236
Weighted Average Exercise Price Outstanding, Ending | $ / shares $ 3.15

8. Stockholders_ Equity and S_3

8. Stockholders’ Equity and Share-Based Compensation (Details Narrative) - USD ($)9 Months Ended
Sep. 30, 2021Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock available for future grants284,549
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards outstanding518,236 336,328
Unrecognized compensation cost $ 530,000
Weighted average vesting period5 months 8 days
N 2020 Omnibus Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock for reserved for Issuance802,785

9. Commitments and Contingenc_2

9. Commitments and Contingencies (Details Narrative)Sep. 30, 2021USD ($)
Commitments and Contingencies Disclosure [Abstract]
Possible patent cost liability $ 267,000

10. Related Parties (Details Na

10. Related Parties (Details Narrative) - USD ($)3 Months Ended6 Months Ended9 Months Ended
Sep. 30, 2021Sep. 30, 2020Sep. 30, 2020Sep. 30, 2021Sep. 30, 2020
Related Party Transaction [Line Items]
Related party expenses $ 10,000
Research and development expenses $ 439,926 $ 220,083 $ 220,083 $ 1,062,841
Repayment of Related Party debt19,500
Accrued consulting fees110,500 110,500
Related party expenses $ 10,000
Consulting Agreements [Member]
Related Party Transaction [Line Items]
Research and development expenses $ 30,000 90,000
Nicole Steinmetz [Member]
Related Party Transaction [Line Items]
Related party expenses5,000
Steinmetzs Spouse [Member]
Related Party Transaction [Line Items]
Related party expenses2,500
Steve Fiering [Member]
Related Party Transaction [Line Items]
Related party expenses $ 2,500