Subsequent Events (Details) - USD ($) |
1 Months Ended | 12 Months Ended | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 15, 2021 |
Mar. 12, 2021 |
Mar. 08, 2021 |
Mar. 05, 2021 |
Mar. 03, 2021 |
Feb. 05, 2021 |
Nov. 06, 2020 |
May 19, 2021 |
Apr. 29, 2021 |
Apr. 24, 2021 |
Apr. 23, 2021 |
Mar. 31, 2021 |
Mar. 19, 2021 |
Feb. 25, 2021 |
Feb. 19, 2021 |
Feb. 05, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Feb. 10, 2021 |
Nov. 25, 2020 |
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| Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
| Conversion price (in Dollars per share) | $ 2.00 | |||||||||||||||||||
| Warrant description | The PIPE Warrants are subject to a provision prohibiting the exercise of such Warrants to the extent that, after giving effect to such exercise, the holder of such Warrant (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 4.99% of the Company’s outstanding common stock (which may be increased to 9.99% on a holder by holder basis, with 61 days prior written consent of the applicable holder). | |||||||||||||||||||
| Fair value of warrants | $ 7,294,836 | |||||||||||||||||||
| Issuance of shares (in Shares) | 2 | |||||||||||||||||||
| Services amount | $ 333,145 | |||||||||||||||||||
| Subsequent Event [Member] | ||||||||||||||||||||
| Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
| Principal amount | $ 412,716 | |||||||||||||||||||
| Converted amount | $ 432,384 | $ 1,340,183 | $ 300,000 | |||||||||||||||||
| Accrued interest | $ 66,633 | $ 105,850 | ||||||||||||||||||
| Conversion shares (in Shares) | 467,123 | |||||||||||||||||||
| Conversion price (in Dollars per share) | $ 2.73 | |||||||||||||||||||
| Description of stock option issuances | the Company awarded options to two of its officers to purchase 1,580,000 shares of the Company’s common stock, which have a term of 10 years, and an exercise price of $4.43 per share (the closing sales price on the date the Board of Directors approved the grant (February 26, 2021)). The options are subject to the Company’s 2020 Omnibus Incentive Plan and vest at the rate of (a) 1/5th of such options upon the grant date; and (b) 4/5th of such options vesting ratably on a monthly basis over the following 36 months on the last day of each calendar month; provided, however, that such options vest immediately upon officers’ deaths or disabilities, terminations without cause or terminations for good reason, a change in control of the Company or upon a sale of the Company. | |||||||||||||||||||
| Aggregate damages amount | $ 174,993 | |||||||||||||||||||
| Securities Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||
| Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
| Offering closed date | Feb. 23, 2021 | |||||||||||||||||||
| KCSA Settlement Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||
| Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
| Services amount | $ 58,962 | |||||||||||||||||||
| Early Bird Settlement Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||
| Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
| Description of agreement | the Company settled the amounts due pursuant to a certain finder agreement entered into with EarlyBird on October 17, 2017 (the “Finder Agreement”). The Company’s Board of Directors determined it was in the best interests to settle all claims which had been made or could be made with respect to the Finder Agreement and entered into a settlement agreement (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Company paid EarlyBird a cash payment of $275,000 and issued 225,000 shares of the Company’s restricted common stock to EarlyBird. | |||||||||||||||||||
| Larsen Consulting Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||
| Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
| Description of agreement | the Company entered into a consulting agreement with Glenn Larsen, the former Chief Executive Officer of 180 Therapeutics LP, to act in the capacity as negotiator for the licensing of four patents. In consideration for services provided, the Company agreed to compensate the consultant with $50,000 of its restricted common stock which vests upon the Company entering into a licensing transaction with the assistance of the consultant. | |||||||||||||||||||
| Restricted common stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||
| Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
| Description of issuance | the Company approved the issuance of 67,802 shares of restricted common stock to certain directors and officers under the Company’s 2020 Omnibus Incentive Plan, which amounts represented 50% of the amounts currently owed to such persons in consideration for services rendered. The shares issued were valued at the closing sales price on March 29, 2021, the last closing sales price prior to the date such issuance was approved by the Board of Directors. | |||||||||||||||||||
| Subsequent Event [Member] | Consulting Agreement [Member] | ||||||||||||||||||||
| Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
| Description of agreement | the Consulting Agreement was amended to include CBR Pharma, a corporation incorporated and registered in England and Wales, and an indirect wholly-owned subsidiary of the Company, as a party thereto. In addition, the Company agreed to pay the consultant 15,000 British Pounds (GBP) per month (approximately $20,800) during the term of the agreement, increasing to GBP 23,000 per month (approximately $32,000) on the date (a) of publication of the data from the phase 2b clinical trial for Dupuytren’s disease (RIDD) and (b) the date that the Company has successfully raised over $15 million in capital. The Company also agreed to pay the consultant a bonus (“Bonus 1”) in the sum of 100,000 GPB upon submission of the Dupuytren’s disease clinical trial data for publication in a peer-reviewed journal. In addition, for prior work performed, including completion of the recruitment to the RIDD (Dupuytren’s) trial, the Company agreed to pay the consultant GBP 434,673 (approximately $605,000) (“Bonus 2”). At the election of the consultant, Bonus 2 shall be paid at least 50% (fifty percent) or more, as the consultant elects, in shares of the Company’s common stock, at a share price of $3.00 per share, or the share price on the date of the grant, whichever is lower, with the remainder paid in GBP. Bonus 2 shall be deemed earned and payable upon the Company raising a minimum of $15 million in additional funding, through the sale of debt or equity, after December 1, 2020 (the “Vesting Date”) and shall not be accrued, due or payable prior to such Vesting Date. Bonus 2 shall be payable by the Company within 30 calendar days of the Vesting Date. Finally, the consultant shall receive another one-time bonus (“Bonus 3”) of GBP 5,000 (approximately $7,000) on enrollment of the first patient to the phase 2 frozen shoulder trial, and another one-time bonus (“Bonus 4”) of GBP 5,000 (approximately $7,000) for enrollment of the first patient to the phase 2 delirium/POCD trial. The Consulting Agreement has an initial term of three years, and renews thereafter for additional three-year terms, until terminated as provided in the agreement. The Consulting Agreement can be terminated by either party with 12 months prior written notice (provided the Company’s right to terminate the agreement may only be exercised if the consultant fails to perform his required duties under the Consulting Agreement), or by the Company immediately under certain conditions specified in the Consulting Agreement if (a) the consultant fails or neglects efficiently and diligently to perform the services or is guilty of any breach of its or his obligations under the agreement (including any consent granted under it); (b) the consultant is guilty of any fraud or dishonesty or acts in a manner (whether in the performance of the services or otherwise) which, in the reasonable opinion of the Company, has brought or is likely to bring the consultant, the Company or any of its affiliates into disrepute or is convicted of an arrestable offence (other than a road traffic offence for which a non-custodial penalty is imposed); or (c) the consultant becomes bankrupt or makes any arrangement or composition with his creditors. If the Consulting Agreement is terminated by the Company for any reason other than cause, the consultant is entitled to a lump sum payment of 12 months of his fee as at the date of termination. On March 31, 2021, in satisfaction of amounts owed to the consultant for 50% of Bonus 2, the Company issued 100,699 shares of the Company’s common stock to the Consultant. Additionally, on April 15, 2021, in satisfaction of amounts owed to the consultant for an additional 19% of Bonus 2, the Company issued 37,715 of the Company’s common stock. The remainder of Bonus 2 will be due to the Consultant at such time as the Company has raised $15 million, which obligation was waived by the Company in connection with the issuance of the shares described above. | |||||||||||||||||||
| Chief Executive Officer [Member] | Employment Agreements [Member] | Subsequent Event [Member] | ||||||||||||||||||||
| Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
| Description of employment agreements | the Company entered into an amended agreement with the Chief Executive Officer (“CEO”) (the “A&R Agreement”), dated February 24, 2021, and effective November 6, 2020. Pursuant to the A&R Agreement, the CEO agreed to serve as an officer of the Company. The agreement replaced his prior agreement with the Company. The A&R Agreement has a term of three years, and is automatically renewable thereafter for additional one-year periods, unless either party provides the other at least 90 days written notice of their intent to not renew the agreement. The CEO’s annual base salary under the agreement will initially be $450,000 per year. The annual salary is also subject to automatic 5% yearly increases. The CEO is also eligible to receive an annual bonus, with a target bonus equal to 45% of his then-current base salary, based upon the Company’s achievement of performance and management objectives as set and approved by the Board of Directors and/or Compensation Committee in consultation with the CEO. At the CEO’s option, the annual bonus can be paid in cash or the equivalent value of the Company’s common stock or a combination. thereof. The Board of Directors, as recommended by the Compensation Committee, may also award the CEO bonuses from time to time (in stock, options, cash, or other forms of consideration) in its discretion. Under the A&R Agreement, the CEO is also eligible to participate in any stock option plans and receive other equity awards, as determined by the Board of Directors from time to time. The agreement can be terminated any time by the Company for cause (subject to the cure provisions of the agreement), or without cause (with 60 days prior written notice to the CEO), by the CEO for good reason (as described in the agreement, and subject to the cure provisions of the agreement), or by the CEO without good reason. The agreement also expires automatically at the end of the initial term or any renewal term if either party provides notice of non-renewal as discussed above. In the event the A&R Agreement is terminated without cause by the Company, or by the CEO for good reason, the Company agreed to pay him the lesser of 18 months of salary or the remaining term of the agreement, the payment of any accrued bonus from the prior year, his pro rata portion of any current year’s bonus and health insurance premiums for the same period that he is to receive severance payments (as discussed above). The A&R Agreement contains standard and customary invention assignment, indemnification, confidentiality and non-solicitation provisions, which remain in effect for a period of 24 months following the termination of his agreement. | |||||||||||||||||||
| Chief Financial Officer [Member] | Employment Agreements [Member] | Subsequent Event [Member] | ||||||||||||||||||||
| Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
| Description of employment agreements | the Company entered into an employment agreement (the “Employment Agreement”) dated February 24, 2021, and effective November 6, 2020, which agreement was amended and corrected on March 1, 2021, to be effective as of the effective date of the original agreement (which amendment and correction is retroactively updated in the discussion of the agreement), with the Company’s Interim Chief Financial Officer (“CFO”). Pursuant to the agreement, the CFO agreed to serve as an officer of the Company; and the Company agreed to pay the CFO $300,000 per year. Such salary is to be increased to a mutually determined amount upon the closing of a new financing, and shall also be increased on a yearly basis. Under the agreement, the CFO is eligible to receive an annual bonus, in a targeted amount of 30% of his then salary, based upon the Company’s achievement of performance and management objectives as set and approved by the CEO, in consultation with the CFO. The bonus amount is subject to adjustment. The Board of Directors, as recommended by the Compensation Committee of the Company (and/or the Compensation Committee), may also award the CFO bonuses from time to time (in stock, options, cash, or other forms of consideration) in its discretion. Under the Employment Agreement, the CFO is also eligible to participate in any stock option plans and receive other equity awards, as determined by the Board of Directors from time to time. As of December 31, 2020, the Company recorded $15,750 of accrued bonus payable to the CFO. The agreement can be terminated any time by the Company with or without cause with 60 days prior written notice and may be terminated by the CFO at any time with 60 days prior written notice. The agreement may also be terminated by the Company with six days’ notice in the event the agreement is terminated for cause under certain circumstances. Upon the termination of the CFO’s agreement by the Company without cause or by the CFO for good reason, the Company agreed to pay him three months of severance pay. The agreement contains standard and customary invention assignment, indemnification, confidentiality and non-solicitation provisions, which remain in effect for a period of 24 months following the termination of his agreement. | |||||||||||||||||||
| Board of Directors [Member] | Restricted common stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||
| Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
| Issuance of shares (in Shares) | 67,802 | |||||||||||||||||||
| C&H Capital Inc [Member] | Subsequent Event [Member] | ||||||||||||||||||||
| Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
| Description of agreement | the Company entered into an amendment to the consulting agreement with C&H Capital. Pursuant to the amendment, as compensation for investor relations and strategic planning services, the Company issued 1,815 shares of the Company’s common stock which vest monthly over a one-year period to C&H Capital and the initial agreement with C&H Capital was terminated. | |||||||||||||||||||
| C&H Capital Inc [Member] | Consulting Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||
| Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
| Restricted common stock shares (in Shares) | 14,195 | |||||||||||||||||||
| Sale of Common Stock in Private Offering [Member] | Subsequent Event [Member] | ||||||||||||||||||||
| Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
| Aggregate number of shares (in Shares) | 2,564,000 | |||||||||||||||||||
| Warrants to purchase (in Shares) | 2,564,000 | |||||||||||||||||||
| Purchase price (in Dollars per share) | $ 4.55 | |||||||||||||||||||
| Gross proceeds | $ 11,700,000 | |||||||||||||||||||
| Net proceeds | $ 10,700,000 | |||||||||||||||||||
| Warrant exercise price per (in Dollars per share) | $ 5.00 | |||||||||||||||||||
| Warrants exercisable term | 5 years | |||||||||||||||||||
| Minimum [Member] | Subsequent Event [Member] | ||||||||||||||||||||
| Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
| Conversion price (in Dollars per share) | $ 2.45 | $ 2.45 | ||||||||||||||||||
| Maximum [Member] | Subsequent Event [Member] | ||||||||||||||||||||
| Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
| Conversion price (in Dollars per share) | $ 3.29 | $ 3.29 | ||||||||||||||||||
| Kingsbrook Promissory Note [Member] | Subsequent Event [Member] | ||||||||||||||||||||
| Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
| Aggregate amount | $ 166,313 | |||||||||||||||||||
| Repayment of accrued interest on debt | 16,313 | |||||||||||||||||||
| Kingsbrook Promissory Note [Member] | Subsequent Event [Member] | ||||||||||||||||||||
| Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
| Principal amount | $ 150,000 | |||||||||||||||||||
| PPP Loan [Member] | Subsequent Event [Member] | ||||||||||||||||||||
| Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
| Forgiveness amount | $ 51,051 | |||||||||||||||||||
| Common Stock [Member] | ||||||||||||||||||||
| Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
| Conversion shares (in Shares) | 158,383 | |||||||||||||||||||
| Issuance of shares (in Shares) | 12,292 | |||||||||||||||||||
| Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||
| Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
| Issuance of shares (in Shares) | 4,604 | |||||||||||||||||||
| AGP Warrants [Member] | Subsequent Event [Member] | ||||||||||||||||||||
| Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
| Warrant exercise price per (in Dollars per share) | $ 5.28 | |||||||||||||||||||
| Warrants are exercisable shares (in Shares) | 63,658 | |||||||||||||||||||
| Ownership percentage | 4.99% | |||||||||||||||||||