Convertible Notes Payable (Details)

v3.22.1

Convertible Notes Payable (Details) - USD ($)												1 Months Ended								6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Jul. 29, 2021	Mar. 03, 2021	Feb. 10, 2021	Nov. 06, 2020	Oct. 07, 2020	Sep. 08, 2020	Jul. 07, 2020	Jun. 12, 2020	Jan. 13, 2020	Jan. 03, 2020	Aug. 31, 2021	Jul. 31, 2021	Jun. 30, 2021	Feb. 19, 2021	Dec. 31, 2020	Nov. 25, 2020	Jun. 29, 2020	Dec. 27, 2019	Jun. 30, 2021	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Jun. 12, 2021	Mar. 31, 2021	Nov. 15, 2019	Jul. 25, 2019
Convertible Notes Payable (Details) [Line Items]
Debt amount																								$ 150,000
Trading volume percentage									5.00%
Amortization of debt discount																							$ 356,179
Conversion price (in Dollars per share)					$ 2
Shares authorized (in Shares)																						1,823,275
Unissued common stock (in Shares)																						114,584
Convertible promissory note, description																						However, the Dominion Convertible Promissory Notes provided that the aggregate number of shares of common stock issued to the Dominion under the Dominion Convertible Promissory Notes shall not exceed 4.99% of the total number of shares of common stock outstanding as of the closing date unless the Company obtains stockholder approval of the issuance (the “the Beneficial Ownership Limitation”). Dominion, upon not less than sixty-one (61) days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation; provided, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Dominion Convertible Promissory Notes held by Dominion.
Interest expenses												$ 1,120,000
Interest expense																						$ 25,433	$ 184,576
Secured convertible promissory note							$ 1,111,111		$ 1,657,522
Secured convertible promissory note, percentage							10.00%		10.00%													10.00%
Senior secured convertible promissory note									$ 138,889																		$ 1,200,000
Senior secured convertible promissory note, percentage									10.00%													10.00%
Shares of common stock (in Shares)	467,123				150,000		100,000		250,000				150,000			1,519,628					467,123		1,519,628
Amortized interest expense																						$ 800,421
Maturity date									Aug. 31, 2021
Conversion price (in Dollars per share)																						$ 5.28
Common stock outstanding, percentage																						4.99%
Notice period																						Kingsbrook, upon not less than sixty-one (61) days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation; provided, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Kingsbrook Convertible Promissory Notes held by Kingsbrook.
Conversion price period					On November 25, 2020, the Company entered into an amended agreement with Dominion, and Alpha to amend the secured convertible promissory notes in the original aggregate principal amount of $4,713,078 (after giving effect to a 10% original issue discount) that the Company issued pursuant to a purchase agreement (the “Notes”) so that the fixed conversion price of the Notes, during the 90 day period following November 6, 2020, shall be equal to the lower of: (A) ninety-six percent (96%) of the lowest volume weighted average price of the common stock of the Company on the NASDAQ Capital Market during the five trading day period ending on the trading day immediately prior to the applicable conversion date and (B) $5.28; provided, that in no event shall the fixed conversion price be lower than $2.00 (in each case, as appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the number of shares of common stock prior to such date).
Aggregate principal amount of convertible debt																	$ 4,713,078
Original issue discount																	10.00%
Discounted note conversion price					96.00%														60.00%
Aggregate net carrying value of debt					$ 5,932,778
Net carrying value of debt					2,880,524
Loss on extinguishment					$ 3,052,254																	$ (9,737)	$ (2,580,655)
Fair value of common stock from note conversions																$ 3,441,924							3,441,924
Accrued interest	$ 105,850		$ 12,452								$ 66,633					$ 279,291			$ 66,633		$ 105,850		279,291
Aggregate principal balance	$ 1,234,333																				1,234,333
Fair value amount																						$ 1,941,124
Warrant term													3 years
Additional shares (in Shares)													25,000
Exercise price (in Dollars per share)													$ 7.07
Share warrants aggregate value		$ 1,156,177
Aggregate carrying value		$ 1,109,008
Securities offered in settlement and the carrying value of the liabilities														$ 47,169
Fair value of the common stock														1,060,500
Fair value of the alpha warrant														95,677
Interest rate																										15.00%
Interest rate, description																						In the event of an event of default: a) the Company is required to notify the holders of these notes (the “Holders”) within one business day of any such occurrence; b) the interest rate increases to 18% per annum; and c) the Holder may require the Company to redeem any or all of the outstanding principal and interest together with a 25% premium.
Convertible note conversion price (in Dollars per share)																						$ 4.23
Share price of common stock or securities (in Dollars per share)																						$ 4.23
Senior secured notes, description										the Company and holders of a series of Senior Secured Notes (the “Senior Notes”) agreed to exchange the Senior Notes for new Senior Secured Notes (the “Amended Senior Notes”) with amended terms (the “Senior Note Amendments”). Pursuant to the Amended Senior Notes, the note holders waived all events of default associated with the Senior Notes and the aggregate principal amount and accrued interest of $1,282,205 and $6,411, respectively, was converted to principal in the aggregate amount of $1,846,052 (consisting of $1,282,205 of the outstanding principal of the Senior Notes, $6,411 of accrued interest reclassified to principal, $200,000 of restructuring fees and $357,436 of redemption premiums), of which $186,988 and $935, of aggregate principal and accrued interest, respectively, owed to the former Chief Executive Officer and a director of the Company, was converted to principal in the aggregate amount of $239,320 (consisting of $186,988 of the outstanding principal of the Senior Notes, $935 of accrued interest reclassified to principal and $51,396 of redemption premiums). See above in Note 11 – Convertible Notes Payable for a table displaying the impact of the increase in the principal under the column titled Amendment to Senior Note and Bridge Notes.The Company accounted for the amendment to the Senior Notes as note extinguishments, since the present value of future cash flows under the Amended Senior Notes was substantially different than the future cash flows under the Senior Notes. Accordingly, the Company recognized a loss on extinguishment of $886,736, consisting of the issuance of the Amended Senior Note in the aggregate principal amount of $1,846,052, partially offset by the derecognition of the aggregate carrying amount of the extinguished Senior Notes of $1,288,616, plus the immediately recognized beneficial conversion feature of $329,300 arising from the modified conversion terms of the Amended Senior Notes. The Amended Senior Notes rank senior to all outstanding and future indebtedness of the Company and its subsidiaries and are secured by: a) the Company’s equity interests in its subsidiaries; b) guarantees issued by those subsidiaries; and c) assets of those subsidiaries. The Amended Senior Notes were convertible into common stock of the Company at any time following issuance until maturity and automatically convert into common stock of the Company immediately prior to the occurrence of the Business Combination, in either event, at a conversion price of $4.23 per share. If the Company issues any shares of its common stock, or securities that are effectively common stock equivalents, prior to the Business Combination at a price of less than $4.23 per share, then the conversion price per share would be adjusted to the price at which those common shares (or equivalents) were issued. The Amended Senior Notes bear interest at a rate of 15% per annum and matured in February 2020. On June 12, 2020, the Company entered into an additional amendment with each noteholder to extend the maturity dates from February 2020 to August 2021. Unpaid interest is reclassified to the principal on a monthly basis. In the event of default: a) the Company is required to notify the holders of these notes within one business day of any such occurrence; b) the interest rate increases to 18% per annum; and c) the holder may require the Company to redeem any or all of the outstanding principal and interest together with a 25% premium.
Aggregate principal amount				$ 432,699
KBL investors, description									the Company, KBL, certain investors (the “Purchasers”) and the holder (the “Initial Purchaser”) of an Amended Senior Note in the aggregate principal and interest amount of $1,528,360 (consisting of principal of $1,510,113 and accrued interest payable of $18,247) entered into a Securities Purchase Agreement pursuant to which (i) the Amended Senior Note was extinguished, and (ii) KBL sold to the Purchasers a secured promissory note which is secured by the intellectual property of the Company. Such transaction closed on June 29, 2020. See above in Note 11 – Convertible Notes Payable for a table displaying the impact of extinguishing the aforementioned $1,510,113 of principal under the column titled Amendment to Senior Note and Bridge Notes. Concurrent with the transaction, on June 12, 2020, the Company, KBL, the Purchasers and Kingsbrook entered into a guaranty agreement pursuant to which the Company is a guarantor to the notes issued by KBL to the Purchasers and Kingsbrook. As of September 30, 2020, the Company determined that contingent payments under the guaranty agreement were not probable.Additionally, in connection with the Securities Purchase Agreement, the Company issued the Initial Purchaser a non-convertible loan payable in the principal amount of $150,000 which bears interest at a rate of 15% per annum, payable at maturity. The note matures on August 31, 2021 (see Note 10 - Loans Payable).
Loan cash for an aggregate			162,452
Principal amount			$ 150,000
Bridge notes issued											$ 82,500								250,000
Aggregate outstanding principal of convertible notes																			$ 332,500
KBL commons stock (in Shares)																			17,500,000
Conversion price of convertible debt (in Dollars per share)								$ 4.23										$ 4.23	$ 6
Bridge notes interest rate											15.00%								15.00%
Percentage of increase in principal								10.00%										10.00%
Multiplier of PIPE Share Price to Determine Conversion Price (in Dollars per share)								$ 0.6										$ 0.6
Percentage of amendment or modification in cash flows						10.00%
Converted an aggregate											$ 432,384								$ 432,384
Aggregate of shares of common stock (in Shares)											158,383								158,383
Conversion price per share (in Dollars per share)											$ 2.73								$ 2.73
180 LP convertible notes, description																						In connection with the Reorganization, the Company assumed $270,000 of debt related to convertible notes payable (the “Notes”), of which $10,000 is owed to the former Chief Executive Officer of 180 LP and $260,000 is owed to a founder and director of the Company. Principal of $160,000 due under the Notes accrues interest at a rate of 5.0% per annum and principal of $110,000, accrues interest at 2.5% per annum. Interest is compounded annually. Effective upon the closing of the first issuance of convertible preferred units (or units with similar rights) with proceeds of at least $1,000,000 (the “Qualified Financing”), all of the outstanding principal and interest under these Notes will automatically be converted into other equity interests of the Company of the same class issued to other investors in the Qualified Financing, at a conversion price equal to 80% of the price per unit of the Qualified Financing securities paid by the other investors. The Notes contain contingent beneficial conversion features, which will be accounted for at the time the conversion price is known, and the contingency is resolved.
Principal amount																				$ 10,000	260,000
Accrued interest																				$ 1,873	$ 96,208
Converted into common stock (in Shares)																						59,368
Interest expense on convertible debt																						$ 109,767	915,371
Notes Related Parties																						42,529	32,452
Interest expense on related party convertible debt																						0	228,099
Related party interest capitalized to principal																						0	34,760
Interest on convertible notes accrued interest																						0	182,181
Fixed-price Contract [Member]
Convertible Notes Payable (Details) [Line Items]
Conversion price (in Dollars per share)					$ 5.28
Business Combination [Member]
Convertible Notes Payable (Details) [Line Items]
Amortized interest expense																						$ 685,615
Kingsbrook Convertible Promissory Note [Member]
Convertible Notes Payable (Details) [Line Items]
Annual interest rate																						10.00%
Interest rate increase																						15.00%
Interest expense																						$ 10,010	61,315
Accrued interest on convertible debt																							0
Maturity date																						Feb. 11, 2021
Amortization of debt discount																							127,228
Loss on extinguishment																						$ 73,647	(45,132)
Alpha Convertible Promissory Note [Member]
Convertible Notes Payable (Details) [Line Items]
Amortization of debt discount																							94,787
Annual interest rate																						10.00%
Interest rate increase																						15.00%
Interest expense																						$ 58,510	28,962
Accrued interest on convertible debt																							47,504
Maturity date																						Apr. 07, 2021
Conversion price (in Dollars per share)																						$ 5.28
Common stock outstanding, percentage																						4.99%
Notice period																						Alpha, upon not less than sixty-one (61) days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation; provided, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Alpha Convertible Promissory Note held by Alpha.
Beneficial Ownership Limitation [Member]
Convertible Notes Payable (Details) [Line Items]
Common stock outstanding, percentage																						9.99%
Secured Convertible Notes [Member]
Convertible Notes Payable (Details) [Line Items]
Percentage of debt carrying value					10.00%
Alpha Capital Note [Member]
Convertible Notes Payable (Details) [Line Items]
Aggregate carrying value														$ 1,156,177
Convertible Notes Payable [Member]
Convertible Notes Payable (Details) [Line Items]
Interest expense on related party convertible debt																						$ 0	124,833
KBL Convertible [Member]
Convertible Notes Payable (Details) [Line Items]
Convertible promissory note, description									KBL entered into a $1,666,667 10% Secured Convertible Promissory Note and $138,889 10% Senior Secured Convertible Extension Promissory Note (together the “Dominion Convertible Promissory Notes”) with Dominion Capital LLC (“Dominion”), which was issued to Dominion in conjunction with 400,000 shares of common stock (the “Dominion Commitment Shares”). In conjunction with the transaction, KBL entered into a series of Leak Out Agreements in which certain parities agreed that they would not sell, dispose or otherwise transfer, in aggregate more than 5% of the composite daily trading volume of the common stock of KBL. Pursuant to the Leak-Out Agreement between the KBL and Caravel CAD Fund Ltd., KBL issued 404,245 restricted shares of common stock (“Leak-Out Shares”).
Chief Executive Officer [Member]
Convertible Notes Payable (Details) [Line Items]
Senior secured convertible promissory note																											175,000
Director [Member]
Convertible Notes Payable (Details) [Line Items]
Senior secured convertible promissory note																											$ 175,000
Amended Senior Notes [Member]
Convertible Notes Payable (Details) [Line Items]
Aggregate principal amount									$ 1,661,136
Senior Subordinated Notes [Member]
Convertible Notes Payable (Details) [Line Items]
Amended senior note (in Shares)									404,265
Percentage of daily trading volume									5.00%
Conversion of Senior Notes at Close of Business Combination [Member]
Convertible Notes Payable (Details) [Line Items]
Business combination, description					On November 6, 2020, upon the consummation of the Business Combination, the Company issued 482,894 shares of common stock, par value $0.0001, to the holders of the Senior Notes, as a result of the automatic conversion of promissory notes in the principal amount of about $2,039,539 and accrued interest of $77,779, or an aggregate of $2,117,318, as per the closing of the Merger pursuant to the Business Combination Agreement, dated as of July 25, 2019, by and among the Company, KBL Merger Sub, Inc., 180 Life Corp., Katexco Pharmaceuticals Corp., CannBioRex Pharmaceuticals Corp., 180 Therapeutics L.P. and Lawrence Pemble in his capacity as stockholder representative.
Minimum [Member]
Convertible Notes Payable (Details) [Line Items]
Conversion price (in Dollars per share)	$ 2.45															$ 2
Minimum [Member] | Convertible Notes Payable [Member]
Convertible Notes Payable (Details) [Line Items]
Conversion price (in Dollars per share)																									$ 2.45
Maximum [Member]
Convertible Notes Payable (Details) [Line Items]
Conversion price (in Dollars per share)	$ 3.29															$ 2.31
Maximum [Member] | Convertible Notes Payable [Member]
Convertible Notes Payable (Details) [Line Items]
Conversion price (in Dollars per share)																									$ 3.29
Dominion Capital LLC [Member]
Convertible Notes Payable (Details) [Line Items]
Common stock, shares issued (in Shares)									400,000
Restricted shares issued (in Shares)									404,245
Amortization of debt discount									$ 722,996
Annual interest rate																						10.00%
Interest rate increase																						15.00%
Guaranteed interest percentage																						10.00%
Conversion price (in Dollars per share)																						$ 5.28
Shares authorized (in Shares)																						868,056
Unissued common stock (in Shares)																						114,584
Interest expenses																						$ 31,080
Dominion Capital LLC [Member] | Dominion Convertible Promissory Notes [Member]
Convertible Notes Payable (Details) [Line Items]
Amortization of debt discount																							134,164
Dominion Capital LLC [Member] | Secured Convertible Promissory Note [Member]
Convertible Notes Payable (Details) [Line Items]
Debt amount									$ 1,666,667
Debt instrument percentage									10.00%
Dominion Capital LLC [Member] | Senior Secured Convertible Promissory Note [Member]
Convertible Notes Payable (Details) [Line Items]
Debt amount									$ 138,889
Debt instrument percentage									10.00%
Dominion Convertible Promissory Notes [Member]
Convertible Notes Payable (Details) [Line Items]
Accrued interest on convertible debt																							52,254
Common Stock [Member]
Convertible Notes Payable (Details) [Line Items]
Common stock, shares issued (in Shares)															2,564,000
Common stock outstanding, percentage																						9.99%
Intangible Assets, Amortization Period [Member] | Dominion Capital LLC [Member]
Convertible Notes Payable (Details) [Line Items]
Interest expense																							$ 77,067