Commitments and Contingencies (Details) |
1 Months Ended | 12 Months Ended | |||||||||||||||||||||||
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Dec. 31, 2020
USD ($)
shares
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Dec. 10, 2020
USD ($)
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Nov. 06, 2020
USD ($)
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Sep. 04, 2020
shares
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Nov. 11, 2019
USD ($)
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Apr. 10, 2019
USD ($)
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Mar. 15, 2019
USD ($)
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Mar. 14, 2019
USD ($)
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Aug. 15, 2018 |
Jun. 07, 2018
USD ($)
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May 08, 2018
USD ($)
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Mar. 13, 2018 |
Jul. 31, 2020 |
Sep. 27, 2019
GBP (£)
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Jul. 25, 2019
shares
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May 22, 2019
USD ($)
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Feb. 26, 2019
USD ($)
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Sep. 18, 2018 |
Jul. 25, 2018
USD ($)
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May 18, 2018 |
Feb. 27, 2018 |
Dec. 31, 2020
USD ($)
shares
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Dec. 31, 2019
USD ($)
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Nov. 22, 2019
USD ($)
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Oct. 17, 2018
USD ($)
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| Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
| Pre and post judgement interest and attorney's fees | $ 1,500,000 | ||||||||||||||||||||||||
| Shares issued against dispute (in Shares) | shares | 150,000 | 150,000 | |||||||||||||||||||||||
| Outstanding Balance | $ 418,098 | ||||||||||||||||||||||||
| Accounts payable | $ 48,908 | 48,908 | |||||||||||||||||||||||
| Accrued expenses | 370,000 | 370,000 | |||||||||||||||||||||||
| Research and development expenses | 442,453 | $ 19,350 | |||||||||||||||||||||||
| Accrued expenses | 121,894 | ||||||||||||||||||||||||
| R&D expenses | 2,217,371 | 1,981,299 | |||||||||||||||||||||||
| Recorded Interest Expense | 36,899 | ||||||||||||||||||||||||
| Account payable | 8,529,259 | 8,529,259 | 4,103,566 | ||||||||||||||||||||||
| Accrued expense | 14,418 | 14,418 | 34,999 | ||||||||||||||||||||||
| Intangible Asset | 2,047,818 | 2,047,818 | 2,121,834 | ||||||||||||||||||||||
| Deferred Tax Liabilities, Prepaid Expenses | $ 854,550 | ||||||||||||||||||||||||
| Financed Prepaid Expenses | $ 655,594 | ||||||||||||||||||||||||
| Late Fee Income Generated by Servicing Financial Assets, Amount | 72,844 | ||||||||||||||||||||||||
| KBL [Member] | |||||||||||||||||||||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
| Closing date of business combination | $ 5,000,001 | ||||||||||||||||||||||||
| YissumMember | |||||||||||||||||||||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
| Related party transaction, description | The Company shall pay Yissum the following amounts in connection with the achievement of the following milestones: ●Submission of the first Investigational New Drug application: $75,000 ●Dosing of first patient in phase II trial: $100,000 ●Dosing of first patient in phase Ill trial: $150,000 ●Upon first market authorization/clearance: $150,000 ●Upon second market authorization/clearance: $75,000 ●For every $250,000,000.00 US in accumulated Net Sales of the Product until $1,000,000,000.00 US in sales: $250,000 Upon the commercialization of the license, the Company shall pay Yissum a royalty equal to 3% of the first aggregate $500,000,000 of annual net sales and 5% thereafter. As of December 31, 2020, the Company had $91,748 and $298,686 of accounts payable and accrued expenses, respectively, relating to the Additional Yissum Agreement. During the years ended December 31, 2020 and 2019, the Company recorded the purchase of the patents of $72,995 and $71,525, respectively, as an intangible asset to be amortized on a straight-line basis over the remaining lives of the patents and $477,411 and $0, respectively, of research and development expenses. | ||||||||||||||||||||||||
| ReformationMember | |||||||||||||||||||||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
| Related party transaction, description | On July 1, 2020, the Company entered into an amended agreement with ReFormation Pharmaceuticals, Corp. (“ReFormation”) and 360 Life Sciences Corp. (“360”), whereby 360 has entered into an agreement to acquire 100% ownership of ReFormation, on or before July 31, 2020 (“Closing Date”). The Company shares officers and directors with each of ReFormation and 360. Upon the Closing Date, 360 will make tranche payments in tranches to 180 LP in the aggregate amount of $300,000. The parties agree that the obligations will be paid by 360 to 180 LP by payments of $100,000 for every $1,000,000 raised through the financing activities of 360, up to a total of $300,000, however, not less than 10% of all net financing proceeds received by 360 shall be put towards the obligation to the Company until paid in full. This transaction closed on July 31, 2020. | ||||||||||||||||||||||||
| ConsultAgreementMember | |||||||||||||||||||||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
| Share Issued (in Shares) | shares | 30,000 | ||||||||||||||||||||||||
| D&OInsuranceMember | |||||||||||||||||||||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
| Insurance Amount | 728,438 | ||||||||||||||||||||||||
| Inclusive Premium | $ 1,002,816 | ||||||||||||||||||||||||
| PromissoryNoteMember | SponsorMember | |||||||||||||||||||||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
| Related party transaction, description | KBL entered into a service contract with Cantor Fitzgerald & Co. (“CF&CO”) whereby CF&CO would receive a transaction fee in cash arising out of any contemplated business combination by the Company. On July 25, 2019, KBL entered into the Business Combination Agreement whereby CF&CO became entitled to a transaction fee of $1,500,000 (the “Transaction Fee”). On November 6, 2020, the Company and CF&CO entered into a settlement agreement (the “Settlement Agreement”) whereby CF&CO agreed to release the Company from the obligation to pay the Transaction Fee in cash and to instead accept 150,000 fully paid shares of the Company’s common stock, but only if the Company would take all necessary action to permit the sale of the Shares by filing with the Securities and Exchange Commission (the “SEC”) a shelf registration statement within 30 days following the closing of the merger. On November 6, 2020, the Company closed the merger and in breach of the Settlement Agreement, did not file a registration statement with the SEC within 30 days of the November 6, 2020 closing, due to the need to restate the previously filed KBL financial statements (See Potential Legal Matters in this Note 14). As a result, CF&CO claims that the Transaction Fee of $1,500,000 owed under the Fee Agreement is due in cash and has been payable by the Company to CF&CO since December 6, 2020. See Note 18 – Subsequent Events for details regarding current litigation pursued in connection with the Transaction Fee. | ||||||||||||||||||||||||
| LLCMember | KBL [Member] | |||||||||||||||||||||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
| promissory note | $371,178 | ||||||||||||||||||||||||
| Accrues damage | $ 2,000 | ||||||||||||||||||||||||
| TycheMember | KBL [Member] | |||||||||||||||||||||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
| Tangible asset at closing of Transaction | $ 5,000,001 | ||||||||||||||||||||||||
| Guarantee and commitment Agreement (in Shares) | shares | 5,000,001 | ||||||||||||||||||||||||
| EarlyBirdFinder'sFeeMember | KBL [Member] | |||||||||||||||||||||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
| Percentage of cash payable | 1.00% | ||||||||||||||||||||||||
| liabilities at closing in excess | $ 5,000,000 | ||||||||||||||||||||||||
| YissumMember | CBRMember | |||||||||||||||||||||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
| Underwriting commitments, description | Royalties will be payable to Yissum if sales of any products which use, exploit or incorporate technology covered by the Licensed Patents (“Net Sales”) are US $500,000,000 or greater, calculated at 3% for the first annual $500,000,000 of Net Sales and at 5% of Net Sales thereafter. Pursuant to the Yissum Agreement, if Yissum achieves the following milestones, CBR Pharma will be obligated to make the following payments: i)$75,000 for successful point of care in animals; ii)$75,000 for submission of the first investigational new drug testing; iii)$100,000 for commencement of one phase I/II trial; iv)$150,000 for commencement of one phase III trial; v)$100,000 for each product market authorization/clearance (maximum of $500,000); and vi)$250,000 for every $250,000,000 in accumulated sales of the product until $1,000,000,000 in sales is achieved. | ||||||||||||||||||||||||
| Guarantee and Commitment Agreement | $100,000 | ||||||||||||||||||||||||
| First amendment company paid | 200,000 | $ 200,000 | |||||||||||||||||||||||
| Non-refundable license fees | $ 70,000 | ||||||||||||||||||||||||
| R&D consulting fees | 398,250 | ||||||||||||||||||||||||
| Consulting Fees | $ 25,000 | ||||||||||||||||||||||||
| EvotecMember | KatexcoMember | |||||||||||||||||||||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
| Research and development expenses | 1,401,165 | ||||||||||||||||||||||||
| Minimum Fund | $ 4,937,500 | ||||||||||||||||||||||||
| Maximum Fund | $ 5,350,250 | ||||||||||||||||||||||||
| R&D expenses | 31,979 | ||||||||||||||||||||||||
| R&D expenses | 31,979 | ||||||||||||||||||||||||
| Unpaid balance towards an R&D agreement | $ 1,342,299 | ||||||||||||||||||||||||
| Unpaid balance | 1,301,187 | ||||||||||||||||||||||||
| StanfordMember | |||||||||||||||||||||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
| Related party transaction, description | Furthermore, the Company will be obligated to make the following milestone payments: (i)$100,000 upon initiation of Phase II trial, (ii)$500,000 upon the first U.S. Food and Drug Administration approval of a product (the “Licensed Product”) resulting from the Licensed Patents; and (iii)$250,000 upon each new Licensed Product thereafter. The Stanford License Agreement is cancellable by the Company with 30 days’ notice. Royalties, calculated at 2.5% of 95% of net product sales, will be payable to Stanford. Also, the Company will reimburse Stanford for patent expenses as per the agreement. The Company paid Stanford $20,000 for the annual license maintenance fee that was recorded to prepaid expenses and is being expensed on a straight-line basis over 12 months, which had a balance of $6,978 as of December 31, 2020. During the years ended December 31, 2020 and 2019, the Company recorded patent and license fees of $32,979 and $32,443, respectively, related to the Stanford License Agreement, which is included in general and administrative expenses on the accompanying statements of operations and comprehensive loss. Pursuant to the Stanford License Agreement, there are other considerations disclosed in the agreement, such as a purchase right of up to 10% participation in a private offering of the Company’s equity securities, and if there is a change of control in the Company, the Company will pay a change of control fee of $200,000 to Stanford. The Business Combination does not qualify for change of control because 180 is the accounting acquirer and the majority of the shareholder base and officers of 180 is the same and will carry on. | ||||||||||||||||||||||||
| StanfordMember | KatexcoMember | |||||||||||||||||||||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
| Maintenance Fees | $ 10,000 | $ 20,000 | |||||||||||||||||||||||
| Management fees | $ 40,000 | ||||||||||||||||||||||||
| Oxford [Member] | |||||||||||||||||||||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
| Research and development expenses | $ 900,000 | ||||||||||||||||||||||||
| Aggregate value | $ 704,960 | 472,021 | |||||||||||||||||||||||
| Account payable | 693,515 | 693,515 | 398,284 | ||||||||||||||||||||||
| Accrued expense | $ 11,445 | 11,445 | 73,737 | ||||||||||||||||||||||
| Oxford [Member] | CBRMember | |||||||||||||||||||||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
| Related party transaction, description | CBR Pharma entered into an agreement (the “Oxford University Agreement”) for a research project with the University of Oxford (“Oxford”), which expires on December 31, 2019, or any later date agreed upon by the parties in writing. The Oxford University Agreement provides that Oxford will undertake a research project (the “Project”) based around the clinical development of cannabinoid-based and non-cannabinoid-based drugs that are known to exhibit both anti-inflammatory and immunomodulatory properties. The aim of the Project is to develop and characterize chemical compounds that are synthesized at Yissum in order to create treatments for rheumatoid arthritis and other chronic inflammatory conditions, and to eventually obtain regulatory approval in order to initiate early-phase clinical trials in patients. The Company has agreed to pay to Oxford the following, which is being recognized on a straight-line basis over the 12-month term of the Oxford Agreement: (i)£166,800 on signing of the agreement, (USD $214,210 paid on August 22, 2018) (ii)£166,800 six months after commencement of the Project, (USD $214,804 paid on January 29, 2019) (iii)£166,800 nine months after commencement of the Project and (USD $217,877 paid on May 5, 2019) (iv)£55,600 twelve months after commencement of the Project. (USD $73,737 accrued at December 31, 2019) | On September 18, 2020, CBR Pharma entered into a 3 year research and development agreement (the “3 Year Oxford Agreement”) with Oxford to research and investigate the mechanisms underlying fibrosis in exchange for aggregate consideration of $1,085,738 (£795,468), of which $109,192 (£80,000) is to be paid 30 days after the project start date and the remaining amount is to be paid in four equal installments of $244,136 (£178,867) on the six month anniversary and each of the annual anniversaries of the project start date. The agreement can be terminated by either party upon written notice or if the Company remains in default on any payments due under this agreement for more than 30 days. During the year ended December 31, 2020, the Company recognized $113,433 (£88,385) of research and development expenses in connection with the 3 Year Oxford Agreement. On September 21, 2020, CBR Pharma entered into a 2 year research and development agreement (the “2 Year Oxford Agreement”) with Oxford University for the clinical development of cannabinoid drugs for the treatment of inflammatory diseases in exchange for aggregate consideration of $625,124 (£458,000), of which $138,917 (£101,778) is to be paid 30 days after the project start date and the remaining amount is to be paid every 6 months after the project start date in 4 installments, whereby $138,917 (£101,778) is to be paid in the first 3 installments and $69,456 (£50,888) is to be paid as the final installment. The agreement can be terminated by either party upon written notice or if the Company remains in default on any payments due under this agreement for more than 30 days. During the year ended December 31, 2020, the Company recognized $78,374 (£61,067) of research and development expenses in connection with the 2 Year Oxford Agreement, which is reflected within accrued expenses on the accompanying consolidated balance sheet. | |||||||||||||||||||||||
| Research and development expenses | 57,498 | ||||||||||||||||||||||||
| Oxford [Member] | LPMember | |||||||||||||||||||||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
| Research and development expenses | $ 186,391 | 396,950 | |||||||||||||||||||||||
| KennedyMember | LPMember | |||||||||||||||||||||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
| Related party transaction, description | (i) 1% of the net sales for the first annual GBP £1 million (USD $1,283,400) of net sales, and (ii) 2% of the net sales after the net sales are at or in excess of GBP £1 million, as well as 25% of all sublicense revenue, provided that the amount of such percentage of sublicense revenue based on amounts which constitute royalties shall not be less than 1% on the first cumulative GBP £1 million of net sales of the products sold by such sublicenses or their affiliates, and 2% on that portion of the cumulative net sales of the products sold by such sublicenses or their affiliates in excess of GBP £1 million. The term of the royalties paid by the Company to Kennedy will expire on the later of (i) the last valid claim of a patent included in the Kennedy Licensed Patents which covers or claims the exploitation of a product in the applicable country; (ii) the expiration of regulatory exclusivity for the product in the country; or (iii) 10 years from the first commercial sale of the product in the country. The Kennedy License Agreement may be terminated without cause by providing a 90-day notice. | ||||||||||||||||||||||||
| Upfront fee paid for intangible assets (in Pounds) | £ | £ 60,000 | ||||||||||||||||||||||||
| Intangible Asset | $ 74,000 | ||||||||||||||||||||||||
| PharmaceuticalMember | LPMember | |||||||||||||||||||||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
| NegotitationProvide | $ 1,200,000 | ||||||||||||||||||||||||
| Research Agreement | $ 1,200,000 | ||||||||||||||||||||||||
| Phamaceutical Agreement | $ 900,000 | $ 240,000 | 552,329 | ||||||||||||||||||||||
| One Year Agreement | 300,000 | ||||||||||||||||||||||||
| Income receivable | $ 300,000 | ||||||||||||||||||||||||
| Income receivable from the pharmaceutical agreement | $ 60,000 | ||||||||||||||||||||||||
| TwelveMonthMember | CBRMember | |||||||||||||||||||||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
| Related party transaction, description | On February 17, 2020, the Company entered into a twelve-month lease agreement to lease office space located in London, UK. The rent is approximately GBP £4,250 (USD $5,801) per month over the lease term for a total lease commitment of GBP £61,200 (USD $83,532). The lease commenced on February 19, 2020 and expires on February 18, 2021. In connection with the lease, the Company paid the landlord a security deposit of GBP £5,100 (USD $6,961). The lease shall continue until one of the following two events occur: (a) another lease agreement is entered into by the parties or (b) either party gives not less than three full calendar months written notice terminating this agreement prior to the expiration date. The Company terminated the lease in August 2020 due to the COVID-19 pandemic. The Company’s rent expense amounted to GBP £30,257 (USD $38,831) and GBP £0 for the years ended December 31, 2020 and 2019, respectively. Rent expense is reflected in general and administrative expenses in the consolidated statements of operations and comprehensive loss. On October 17, 2018, CBR Pharma entered into a twelve (12) month lease agreement to lease office space located in London, UK. The rent is approximately GBP £6,400 (USD $4,808) per month over the lease term for a total lease commitment of GBP £56,845 (USD $69,823). The lease commenced on December 1, 2018 and expired on November 30, 2019 and was not renewed. In connection with the lease, the Company paid the landlord a security deposit of GBP £4,410 (USD $5,619). During the year ended December 31, 2019, the Company recorded GBP £22,836 (USD $28,803) of rent expense related to the lease. On June 8, 2018, CBR Pharma entered into a thirty (30) month agreement to lease office space located in Toronto, Canada (the “Toronto Lease”). The Toronto Lease base rent ranged from $10,993 to $14,658 per month over the lease term for a total base lease commitment of $425,082. The Toronto Lease expired on November 30, 2020. The Company has subleased the office space in Toronto, Canada to various other companies on a month-to-month basis. Please refer to “Due from Related Parties” in Note 17, Related Parties. In September 2019, the Company and the landlord of the Toronto Lease mutually agreed to terminate the lease on March 31, 2020 without penalty and the landlord would retain the security deposit of CAD $120,000 ($92,268) as rent expense for the period of October 2019 through March 2020. Since the Company and its sublessees vacated the space in October 2019 and did not occupy the space as of December 31, 2019, the Company recorded the full amount of the security deposit to rent expense in 2019 in satisfaction of the lease agreement and accelerated a rent expense of CAD $60,000 ($46,134). During the years ended December 31, 2020 and 2019, the Company recognized rent expense of $0 and $76,267, respectively. During the years ended December 31, 2020 and 2019, the Company recognized rental income – related parties of $0 and $25,946, respectively. Because CBR Pharma is an accounting acquiree in the Reorganization, the contract expense and rental income included in the accompanying consolidated statements of operations and comprehensive loss is only for the post-Reorganization period. | ||||||||||||||||||||||||
| ConsultAgreementMember | |||||||||||||||||||||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
| Common share issued (in Shares) | shares | 5,000 | ||||||||||||||||||||||||
| IPO [Member] | |||||||||||||||||||||||||
| Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
| Issued and outstanding shares | 5.00% | ||||||||||||||||||||||||