Protagenic Therapeutics (PTIX) S-1/A26 Apr 21IPO registration (amended)Financial data

Company Profile

Document and Entity Information

Document and Entity Information	12 Months Ended
Document and Entity Information	Dec. 31, 2020
Cover [Abstract]
Entity Registrant Name	Protagenic Therapeutics, Inc.\new
Entity Central Index Key	0001022899
Document Type	S-1/A
Amendment Flag	true
Amendment Description	Amendment No. 5
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2020	Dec. 31, 2019
CURRENT ASSETS
Cash	$ 671,091	$ 798,623
Prepaid expenses	208,156	43,354
TOTAL CURRENT ASSETS	879,247	841,977
Equipment - net		296
TOTAL ASSETS	879,247	842,273
CURRENT LIABILITIES
Accounts payable and accrued expenses	571,517	865,047
Derivative liability	83,670	332,222
TOTAL CURRENT LIABILITIES	655,187	1,197,269
PIK convertible notes payable, net of debt discount	1,081,384	174,821
PIK convertible notes payable, net of debt discount - related parties	292,412	104,549
TOTAL LIABILITIES	2,028,983	1,476,639
STOCKHOLDERS' DEFICIT
Preferred stock value
Common stock, $.0001 par value, 100,000,000 shares authorized, 10,360,480 and 10,261,419 shares issued and outstanding at December 31, 2020, and December 31, 2019	1,036	1,026
Additional paid-in-capital	16,719,749	14,687,172
Accumulated deficit	(17,698,936)	(15,150,201)
Accumulated other comprehensive loss	(171,586)	(172,364)
TOTAL STOCKHOLDERS' DEFICIT	(1,149,736)	(634,366)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	879,247	842,273
Series B Convertible Preferred Stock [Member]
STOCKHOLDERS' DEFICIT
Preferred stock value	$ 1	$ 1

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Preferred stock, par value	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	872,766
Preferred stock, shares outstanding	872,766
Common stock, par value	$ 0.0001	$ .0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	10,360,480	10,261,419
Common stock, shares outstanding	10,360,480	10,261,419
Series B Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	18,000,000	18,000,000
Preferred stock, shares issued	872,766	872,766
Preferred stock, shares outstanding	872,766	872,766

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
OPERATING AND ADMINISTRATIVE EXPENSES
Research and development	$ 699,797	$ 807,947
General and administrative	1,851,814	1,278,183
TOTAL OPERATING AND ADMINISTRATIVE EXPENSES	2,551,611	2,086,130
LOSS FROM OPERATIONS	(2,551,611)	(2,086,130)
OTHER (EXPENSE) INCOME
Interest income	502	2,813
Interest expense	(246,178)	(15,886)
Realized gain on marketable securities		4,435
Change in fair value of derivative liability	248,552	343,857
TOTAL OTHER INCOME (EXPENSES)	2,876	335,219
LOSS BEFORE INCOME TAX	(2,548,735)	(1,750,911)
INCOME TAX EXPENSE
NET LOSS	(2,548,735)	(1,750,911)
Other Comprehensive Loss - net of tax
Foreign exchange translation gain (loss)	778	(6,647)
TOTAL COMPREHENSIVE LOSS	$ (2,547,957)	$ (1,757,558)
Net loss per common share - Basic and Diluted	$ (0.25)	$ (0.17)
Weighted average common shares - Basic and Diluted	10,339,071	10,261,419

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Deficit - USD ($)	Series B Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Loss [Member]	Total
Balance at Dec. 31, 2018	$ 1	$ 1,026	$ 13,357,920	$ (13,399,290)		$ (170,540)	$ (210,883)
Balance, shares at Dec. 31, 2018	872,766	10,261,419
Unrealized gain (loss) on marketable securities						4,823	4,823
Foreign currency translation gain						(6,647)	(6,647)
Stock compensation - stock options			797,761				797,761
Debt discount from beneficial conversion feature			402,000				402,000
Issuance of options for settlement of accounts payable			129,491				129,491
Net loss				(1,750,911)			(1,750,911)
Balance at Dec. 31, 2019	$ 1	$ 1,026	14,687,172	(15,150,201)		(172,364)	(634,366)
Balance, shares at Dec. 31, 2019	872,766	10,261,419
Foreign currency translation gain						778	778
Stock compensation - stock options			1,427,084				1,427,084
Stock compensation - warrants			107,670				107,670
Debt discount from beneficial conversion feature			104,204				104,204
Issuance of options for settlement of accrued payroll			93,950				93,950
Stock issued for services		$ 10	119,990				120,000
Stock issued for services, shares		99,061
Debt discount from warrants issued to placement agents			179,679				179,679
Net loss				(2,548,735)			(2,548,735)
Balance at Dec. 31, 2020	$ 1	$ 1,036	$ 16,719,749	$ (17,698,936)		$ (171,586)	$ (1,149,736)
Balance, shares at Dec. 31, 2020	872,766	10,360,480

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2020	Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (2,548,735)	$ (1,750,911)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense	286	339
Stock based compensation	1,654,754	797,761
Change in fair value of the derivative liability	(248,552)	(343,857)
Gain on sale of marketable securities		(4,435)
Amortization of debt discount	154,899	11,370
Loss on settlement of accounts payable		99,541
Changes in operating assets and liabilities
Prepaid expenses	(164,802)	40,044
Accounts payable and accrued expenses	(196,629)	662,158
NET CASH USED IN OPERATING ACTIVITIES	(1,348,779)	(487,990)
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of marketable securities		250,000
NET CASH PROVIDED BY INVESTING ACTIVITIES		250,000
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of debt issuance costs	(104,090)
Proceeds from convertible notes	1,177,500	420,000
Proceeds from convertible notes - related party	150,000	250,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	1,223,410	670,000
Effect of exchange rate on cash and cash equivalents	(2,163)	4,127
NET INCREASE (DECREASE) IN CASH	(127,532)	436,137
CASH, BEGINNING OF YEAR	798,623	362,486
CASH, END OF YEAR	671,091	798,623
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest expense
Cash paid for income taxes
NONCASH FINANCING AND INVESTING TRANSACTIONS
Unrealized (gain) loss on marketable securities		4,823
Debt discount from beneficial conversion feature	104,204	252,000
Debt discount from beneficial conversion feature - related parties		150,000
Debt discount from warrants issued to placement agents	179,679
Issuance of options for settlement of accounts payable	$ 93,950	$ 29,950

Organization and Nature of Busi

Organization and Nature of Business	12 Months Ended
Organization and Nature of Business	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Nature of Business	NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Company Background Protagenic Therapeutics, Inc. (“we,” “our,” “Protagenic” or “the Company”), is a Delaware corporation with one subsidiary named Protagenic Therapeutics Canada (2006) Inc. (“PTI Canada”), a corporation formed in 2006 under the laws of the Province of Ontario, Canada. The Company was previously known as Atrinsic, Inc., a company that was once a reporting company under the Securities Exchange Act of 1934, but that, in 2012 and 2013, reorganized under Chapter 11 of the United States Bankruptcy Code and emerged from bankruptcy. On February 12, 2016, the Company acquired Protagenic Therapeutics, Inc. (“Prior Protagenic”) through a reverse merger. On February 12, 2016, Protagenic Acquisition Corp., a wholly-owned subsidiary of the Company, merged (the “Merger”) with and into Prior Protagenic. Prior Protagenic was the surviving corporation of the Merger. As a result of the Merger, the Company acquired the business of Prior Protagenic and has continued the existing business operations of Prior Protagenic as a wholly-owned subsidiary. On June 17, 2016, Prior Protagenic merged with and into the Company with the Company as the surviving corporation in the merger. Immediately thereafter, the Company changed its name from Atrinsic, Inc. to Protagenic Therapeutics, Inc.

Going Concern

Going Concern	12 Months Ended
Going Concern	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	NOTE 2 - GOING CONCERN As shown in the accompanying consolidated financial statements, the Company has incurred significant reoccurring losses resulting in an accumulated deficit. The Company anticipates further losses in the development of its business. The Company had negative cash flows used in operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Based on its current forecast and budget, management believes that its cash resources will be sufficient to fund its operations at least until the end of the third quarter of 2021. Absent generation of sufficient revenue from the execution of the Company’s business plan and sales revenue is not anticipated before 2024, the Company will need to obtain debt or equity financing by the third quarter of 2021. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern, however, management cannot be certain that such plans can be achieved. The accompanying financial statements have been prepared assuming the Company will continue as a going concern; no adjustments to the financial statements have been made to account for this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 3 - SUMMARY OF SIGNFICANT ACCOUNTING POLICIES Basis of presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Principles of consolidation The consolidated financial statements include the accounts of Protagenic Therapeutics, Inc., and its wholly owned Canadian subsidiary, PTI Canada. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. Reclassifications: Reclassifications of prior periods have been made to conform with current year presentation Use of estimates The preparation of consolidated financial statements in conformity 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 consolidated financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the consolidated financial statements include income tax provisions, valuation of stock options and warrants and assessment of deferred tax asset valuation allowance. Concentrations of Credit Risk The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. While the Company’s marketable securities are cash equivalents it is the Company’s policy to present them separately on the balance sheet. As of December 31, 2020 and December 31, 2019, the Company did not have any cash equivalents. Equipment Equipment is stated at cost less accumulated depreciation. Cost includes expenditures for computer equipment. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The cost of equipment is depreciated using the straight-line method over the estimated useful lives of the related assets which is three years. Depreciation expense was nominal for the years ended December 31, 2020 and 2019. Marketable Securities The Company accounts for marketable debt securities, the only type of securities it owns, in accordance with sub-topic 320-10 of the FASB Accounting Standards Codification (“Sub-topic 320-10”). Pursuant to Paragraph 320-10-35-1, investments in debt securities that are classified as available for sale shall be measured subsequently at fair value in the consolidated balance sheets at each balance sheet date. Unrealized holding gains and losses for available-for-sale debt securities (including those classified as current assets) shall be excluded from earnings and reported in other comprehensive income until realized. During the years ended December 31, 2020 and 2019, the Company purchased $0 and sold $250,000 in marketable securities, respectively. As of December 31, 2020 and December 31, 2019, the Company owned marketable securities with a total value of $0 and $0, respectively. The Company recorded a realized gain on marketable securities of $0 and $4,435 for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020 and December 31, 2019, the Company held no marketable securities. Fair Value Measurements ASC 820, “Fair Value Measurements and Disclosure,” defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, not adjusted for transaction costs. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels are described below: Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that is accessible by the Company; Level 2 Inputs – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; Level 3 Inputs – Unobservable inputs for the asset or liability including significant assumptions of the Company and other market participants. The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses approximate their fair value because of the short term maturity of those instruments. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of December 31, 2020. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Derivative warrants liabilities $ 83,670 $ — $ — $ 83,670 $ 83,670 The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of December 31, 2019. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Derivative warrants liabilities $ 332,222 $ — $ — $ 332,222 $ 332,222 The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2020 and the year ended December 31, 2019: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2018 $ 676,079 Change in fair value of derivative warrants liabilities (343,857 ) Balance, December 31, 2019 $ 332,222 Change in fair value of derivative warrants liabilities (248,552 ) Balance, December 31, 2020 $ 83,670 The fair value of the derivative feature of the 127,346 and 295,945 warrants issued to the placement agent of the Company’s 2016 private offering (the “2016 Offering”) and to a holder of its debt for debt cancellation in connection with the Merger, respectively on the issuance dates and at the balance sheet dates were calculated using a Black-Scholes option model valued with the following assumptions: December 31, 2019 December 31 2020 Exercise price 1.25 1.25 Risk free interest rate 1.59 % 0.09 % Dividend yield 0.00 % 0.00 % Expected volatility 133 % 169 % Contractual term 1.15 Years 0.14 Years Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar expected term on the date of measurement. Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future. Volatility: The Company calculates the expected volatility of the stock price based on the corresponding volatility of the Company’s peer group stock price for a period consistent with the warrants’ expected term. Expected term: The Company’s expected term is based on the remaining contractual maturity of the warrants. During the years ended December 31, 2020 and 2019, the Company marked the derivative feature of the warrants to fair value and recorded a gain of $248,552 and a gain of $343,857 relating to the change in fair value, respectively. Derivative Liability The Company evaluates its options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10-05-4 and 815-40-25. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statements of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. Stock-Based Compensation The Company accounts for stock based compensation costs under the provisions of ASC 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of stock based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock based payments granted to employees, officers, non-employees, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC. 718 is also applied to awards modified, repurchased, or canceled during the periods reported. If any award granted under the Company’s 2016 Equity Compensation Plan (the “2016 Plan”) payable in shares of common stock is forfeited, cancelled, or returned for failure to satisfy vesting requirements, otherwise terminates without payment being made, or if shares of common stock are withheld to cover withholding taxes on options or other awards, the number of shares of common stock as to which such option or award was forfeited, or which were withheld, will be available for future grants under the 2016 Plan. The Company recognizes the impact of forfeitures when they occur. Basic and Diluted Net (Loss) per Common Share Basic (loss) per common share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding for each period. Diluted (loss) per share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The effect of dilution on net loss becomes anti-dilutive and therefore is not reflected on the consolidated statements of operations. Potentially Outstanding For the Year For the Year Ended Conversion Feature Shares Common shares issuable under the conversion feature of preferred shares 872,766 872,766 Stock Options 5,597,861 3,835,366 Warrants 4,007,058 3,826,658 Convertible Notes 1,598,000 536,000 Total potentially outstanding dilutive common shares 12,075,685 9,070,790 Research and Development Research and development expenses are charged to operations as incurred. Foreign Currency Translation The Company follows Section 830-10-45 of the FASB Accounting Standards Codification (“Section 830-10-45”) for foreign currency translation to translate the financial statements of the foreign subsidiary from the functional currency, generally the local currency, into U.S. Dollars. Section 830-10-45 sets out the guidance relating to how a reporting entity determines the functional currency of a foreign entity (including of a foreign entity in a highly inflationary economy), re-measures the books of record (if necessary), and characterizes transaction gains and losses. Pursuant to Section 830-10-45, the assets, liabilities, and operations of a foreign entity shall be measured using the functional currency of that entity. An entity’s functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment, or local currency, in which an entity primarily generates and expends cash. The functional currency of each foreign subsidiary is determined based on management’s judgment and involves consideration of all relevant economic facts and circumstances affecting the subsidiary. Generally, the currency in which the subsidiary transacts a majority of its transactions, including billings, financing, payroll and other expenditures, would be considered the functional currency, but any dependency upon the parent and the nature of the subsidiary’s operations must also be considered. If a subsidiary’s functional currency is deemed to be the local currency, then any gain or loss associated with the translation of that subsidiary’s financial statements is included in accumulated other comprehensive income. However, if the functional currency is deemed to be the U.S. Dollar, then any gain or loss associated with the re-measurement of these financial statements from the local currency to the functional currency would be included in the consolidated statements of operations and comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the consolidated statements of operations and comprehensive income (loss). If the Company determines that there has been a change in the functional currency of a subsidiary to the U.S. Dollar, any translation gains or losses arising after the date of change would be included within the consolidated statements of operations and comprehensive income (loss). Based on an assessment of the factors discussed above, the management of the Company determined its subsidiary’s local currency (i.e. the Canadian dollar) to be the functional currency for its foreign subsidiary. Leases In February 2016, FASB issued Accounting Standards Update (“ASU”) 2016-02: Leases (Topic 842). The new guidance generally requires an entity to recognize on its balance sheet operating and financing lease liabilities and corresponding right-of-use assets. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The new standard requires a modified retrospective transition for existing leases to each prior reporting period presented or entered into after, the beginning of the earliest comparative period presented in the financial statements. This standard was adopted by the Company on January 1, 2018. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses	12 Months Ended
Accounts Payable and Accrued Expenses	Dec. 31, 2020
Payables and Accruals [Abstract]
Accounts Payable and Accrued Expenses	NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following at: December 31, 2020 December 31, 2019 Accounting $ 36,161 $ 36,161 Research and development 393,496 650,584 Legal - 15,273 Other 141,860 163,029 Total $ 571,517 $ 865,047 On October 1, 2019, the Company entered into an agreement with a consultant for toxicology studies. The consultant quoted a commitment of approximately $988,000 as an estimate for the study. 50% of the total price was paid upon the signing of the agreement, 35% of the total price is to be paid upon completion of the in-life study, and the remaining 15% of the total price is to be paid upon the issuance of the report. If the Company cancels the study the Company will be required to pay a cancelation fee. If the cancelation happens prior to the arrival of the test animals then the Company will need to pay between 20% and 50% of the animal fees depending on when the cancellation happens. If the cancellation occurs after the animals arrive but before the study begins then the Company will be responsible for paying 50% of the protocol price plus a fee of $7,000 per room/week for animal husbandry until the animals can be relocated or disposed of. If the Company cancels the study after it has begun then the Company will need to pay any fees for procured items for the study and any nonrecoverable expenses incurred by the consultant. As of December 31, 2020 and December 31, 2019, the Company has paid $174,106 and $0 and there is a balance of $319,799 and $493,905 due, respectively. On February 13, 2020, the Company issued 187,497 options to the Company’s CFO to settle $93,950 in accrued compensations. The difference between the fair value of the options and the liability settled of $163,036 was charged to stock compensation expense during the year ended December 31, 2020. The options are fully vested on issuance, have an exercise price of $1.75, and expire in 10 years from issuance.

Derivative Liabilities

Derivative Liabilities	12 Months Ended
Derivative Liabilities	Dec. 31, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liabilities	NOTE 5 - DERIVATIVE LIABILITIES Upon closing of the private placement transactions in 2016, the Company issued 127,346 and 295,945 warrants, respectively, to the placement agent of the 2016 Offering and to Strategic Bio Partners, a holder of the Company’s debt, for debt cancellation, respectively, to purchase the Company’s Series B Preferred Stock with an exercise price of $1.25 and a five-year term. Upon the effectiveness of our reverse stock split in July 2016, these became warrants to purchase our common stock on the same terms and conditions. The warrants, if exercised under the cashless provision, do not have an explicit limit on the number of shares that will be issued. The warrants have a cashless exercise feature that requires the Company to classify the warrants as a derivative liability.

Convertible Note Payable (PIK N

Convertible Note Payable (PIK Notes)	12 Months Ended
Convertible Note Payable (PIK Notes)	Dec. 31, 2020
Debt Disclosure [Abstract]
Convertible Note Payable (PIK Notes)	NOTE 6 – CONVERTIBLE NOTE PAYABLE (PIK NOTES) Convertible Notes Payable During the fourth quarter of 2019, the Company entered into a series of unsecured convertible notes (the “Convertible Notes”). The Convertible Notes have a total principal amount of $420,000. The Convertible Notes accrue 6% interest per year payable on October 31, 2020 and on the end of each calendar year thereafter, payable by a corresponding increase in the principal amount of each Convertible Note that increases to 12% per year (the Default Rate”) in the case a default. The Company will pay (a “PIK Payment”) the interest due by adding such interest (including interest at the Default Rate) to the then-outstanding principal amount of the Convertible Notes on each interest payment date and on the maturity date. Each PIK Payment will be preceded by written notice from the Company to the Convertible Note holder setting forth in reasonable detail the amount of such PIK Payment and the principal amount of the Convertible Note following such PIK Payment. The Convertible Notes are due on November 6, 2023. The Convertible Notes are convertible into shares of the Company’s common stock with a conversion price of $1.25 per share, subject to adjustment in certain circumstances. During the second quarter of 2020, the Company issued additional unsecured Convertible Notes in the aggregate principal amount of $850,000. The notes accrue 6% interest per year payable on October 31, 2020 and on the end of each calendar year thereafter, payable by a corresponding increase in the principal amount of each note that increases to 12% per year in the case of the notes entering default. The Company will pay (a “PIK Payment”) the interest due by adding such interest (including interest at the Default Rate) to the then-outstanding principal amount of the Notes on each interest payment date and on the Maturity Date. Each PIK Payment will be preceded by written notice from the Company to the Note holder setting forth in reasonable detail the amount of such PIK Payment and the principal amount of the Note following such PIK Payment. The notes are due on November 6, 2023. The notes are convertible into shares of the Company’s common stock with an exercise price of $1.25 per share. During the third quarter of 2020, the Company issued additional unsecured Convertible Notes in the aggregate principal amount of $327,500. The notes accrue 6% interest per year payable on October 31, 2020 and on the end of each calendar year thereafter, payable by a corresponding increase in the principal amount of each note that increases to 12% per year in the case of the notes entering default. The Company will pay (a “PIK Payment”) the interest due by adding such interest (including interest at the Default Rate) to the then-outstanding principal amount of the Notes on each interest payment date and on the Maturity Date. Each PIK Payment will be preceded by written notice from the Company to the Note holder setting forth in reasonable detail the amount of such PIK Payment and the principal amount of the Note following such PIK Payment. The notes are due on November 6, 2023. The notes are convertible into shares of the Company’s common stock with an exercise price of $1.25 per share. The Company has evaluated the terms of the Convertible Notes and determined that there are no derivative features in the Convertible Notes. These Convertible Notes do have a beneficial conversion feature and recorded a total debt discount of $356,204 with $104,204 being recorded in the year ended December 31, 2020. Katalyst Securities LLC acted as the Company’s placement agent (the “Placement Agent”) for the sale of the Convertible Notes. The Company paid the Placement Agent, including its sub-agents, a commission of 10% of the funds raised from the investors introduced by the Placement Agent. In addition, the Placement Agent will receive warrants to purchase a number of shares of Common Stock equal to 10% of the shares of Common Stock issuable upon conversion of the Notes sold to the investors who were introduced to us by the Placement Agent (See note 7). The Company recognized $104,090 in expenses related to the Placement Agent commission for this offering which were recorded as a debt discount. This debt discount and the fair value of the warrants issued to the placement agent of $179,679 are being amortized over the life of the notes from the private placement. During the years ended December 31, 2020 and 2019, the Company amortized $117,036 and $6,821 of the debt discount, respectively. At December 31, 2020 and December 31, 2019, the Company had an unamortized debt discount of $516,116 and $245,179, respectively. As of December 31, 2020 and December 31, 2019, the Company owes $1,597,500 and $420,000 on the outstanding Convertible Notes, respectively. Maturity Date of Notes for Twelve Months Ending December 31, Amount due 2021 $ - 2022 - 2023 1,597,500 2024 - 2025 - Total $ 1,597,500 Convertible Notes Payable – Related Party During the fourth quarter of 2019, the Company issued unsecured Convertible Notes in the aggregate principal amount of $250,000 to related parties. The notes accrue 6% interest per year payable on October 31, 2020 and on the end of each calendar year thereafter, payable by a corresponding increase in the principal amount of each Convertible Note that increases to 12% per year in the case of the notes entering default. The Company will pay (a “PIK Payment”) the interest due by adding such interest (including interest at the Default Rate) to the then-outstanding principal amount of the Notes on each interest payment date and on the Maturity Date. Each PIK Payment will be preceded by written notice from the Company to the Note holder setting forth in reasonable detail the amount of such PIK Payment and the principal amount of the Note following such PIK Payment. The notes are due on November 6, 2023. The notes are convertible into shares of the Company’s common stock with an exercise price of $1.25 per share. During the second quarter of, 2020, the Company issued additional unsecured Convertible Notes in the aggregate principal amount of $50,000. The notes accrue 6% interest per year payable on October 31, 2020 and on the end of each calendar year thereafter, payable by a corresponding increase in the principal amount of each note that increases to 12% per year in the case of the notes entering default. The Company will pay (a “PIK Payment”) the interest due by adding such interest (including interest at the Default Rate) to the then-outstanding principal amount of the Notes on each interest payment date and on the Maturity Date. Each PIK Payment will be preceded by written notice from the Company to the Note holder setting forth in reasonable detail the amount of such PIK Payment and the principal amount of the Note following such PIK Payment. The notes are due on November 6, 2023. The notes are convertible into shares of the Company’s common stock with an exercise price of $1.25 per share. During the third quarter of, 2020, the Company issued additional unsecured Convertible Notes in the aggregate principal amount of $100,000. The notes accrue 6% interest per year payable on October 31, 2020 and on the end of each calendar year thereafter, payable by a corresponding increase in the principal amount of each note that increases to 12% per year in the case of the notes entering default. The Company will pay (a “PIK Payment”) the interest due by adding such interest (including interest at the Default Rate) to the then-outstanding principal amount of the Notes on each interest payment date and on the Maturity Date. Each PIK Payment will be preceded by written notice from the Company to the Note holder setting forth in reasonable detail the amount of such PIK Payment and the principal amount of the Note following such PIK Payment. The notes are due on November 6, 2023. The notes are convertible into shares of the Company’s common stock with an exercise price of $1.25 per share. The Company has evaluated the terms of the notes and determined that there are no derivative features in the note. The Convertible Notes issued to related parties have a beneficial conversion feature and, accordingly, the Company recorded a debt discount of $150,000 during the year ended December 31, 2019. No debt discount was recorded during the year ended December 31, 2020. During the year ended December 31, 2020 and 2019, the Company amortized $37,863 and $4,549 of the debt discount, respectively, on Convertible Notes issued to related parties. Additionally, a fee of $9,000 was expensed related to the notes. At December 31, 2020 and December 31, 2019, the Company had an unamortized debt discount of $107,588 and $145,451, respectively, on Convertible Notes issued to related parties. As of December 31, 2020 and December 31, 2019, the Company owes $400,000 and $250,000 on the outstanding notes, respectively, held by related parties. Maturity Date of Notes for Twelve Months Ending December 31, Amount due 2021 $ - 2022 - 2023 400,000 2024 - 2025 - Total $ 400,000

Stockholders' Deficit

Stockholders' Deficit	12 Months Ended
Stockholders' Deficit	Dec. 31, 2020
Equity [Abstract]
Stockholders' Deficit	NOTE 7 - STOCKHOLDERS’ DEFICIT Stock-Based Compensation In connection with the consummation of the Merger completed on February 12, 2016, we adopted Prior Protagenic’s 2006 Employee, Director and Consultant Stock Plan (the “2006 Plan”). On June 17, 2016, our stockholders adopted the 2016 Plan and, as a result, we terminated the 2006 Plan. We will not grant any further awards under the 2006 Plan. All outstanding grants under the 2006 Plan will continue in effect in accordance with the terms of the particular grant and the 2006 Plan. Pursuant to the 2016 Plan, the Company’s Compensation Committee may grant awards to any employee, officer, director, consultant, advisor or other individual service provider of the Company or any subsidiary. On each of January 1, 2017, January 1, 2019 and January 1, 2020, pursuant to an annual “evergreen” provision contained in the 2016 Plan, the number of shares reserved for future grants was increased by 564,378 shares, or a total of 1,693,134 shares. As a result of these increases, as of December 31, 2019 and December 31, 2020, the aggregate number of shares of common stock available for awards under the 2016 Plan was 4,304,245 shares and 4,868,623 shares, respectively. Options issued under the 2016 Plan are exercisable for up to ten years from the date of issuance. There were 5,597,861 options outstanding as of December 31, 2020. The fair value of each stock option granted was estimated using the Black-Scholes assumptions and or factors as follows: Exercise price $ 1.75 Expected dividend yield 0 % Risk free interest rate 0.64%-1.61 % Expected life in years 10 Expected volatility 140%-146 % There were 3,835,366 options outstanding as of December 31, 2019. The fair value of each stock option granted was estimated using the Black-Scholes assumptions and or factors as follows: Exercise price $ 1.00 - $1.75 Expected dividend yield 0 % Risk free interest rate 2.09%-2.70 % Expected life in years 10 Expected volatility 137%-140 % The following is an analysis of the stock option grant activity under the Plan: Weighted Average Weighted Average Number Exercise Price Remaining Life Stock Options Outstanding December 31, 2018 3,846,299 $ 1.36 7.20 Granted 126,567 $ 1.15 9.20 Expired (137,500 ) $ 1.75 Outstanding December 31, 2019 3,835,366 $ 1.34 6.02 Granted 1,762,495 $ 1.75 8.01 Expired - $ - Outstanding December 31, 2020 5,597,861 $ 1.47 6.48 A summary of the status of the Company’s nonvested options as of December 31, 2020, and changes during the year ended December 31, 2020, is presented below: Nonvested Options Options Weighted-Average Nonvested at December 31, 2018 800,210 $ 1.63 Granted 126,567 $ 1.15 Vested (584,895 ) $ 1.46 Forfeited (137,500 ) $ 1.75 Nonvested at December, 2019 204,382 $ 1.74 Granted 1,762,495 $ 1.75 Vested (1,104,044 ) $ 1.75 Forfeited - $ - Nonvested at December 31, 2020 862,833 $ 1.75 As of December 31, 2020, the Company had 5,597,861 shares issuable under options outstanding at a weighted average exercise price of $1.47 and an intrinsic value of $38,328. As of December 31, 2019, the Company had 3,835,366 shares issuable under options outstanding at a weighted average exercise price of $1.34 and an intrinsic value of $635,536. The total number of options granted during the years ended December 31, 2020 and 2019 was 1,762,495 and 126,567, respectively. The exercise price for these options was $1.00 per share or $1.75 per share. The Company recognized compensation expense related to options issued of $1,427,084 and $797,761 during the years ended December 31, 2020 and 2019, respectively, in which $1,354,750 and $698,293 is included in general and administrative expenses and $72,334 and $99,468 in research and development expenses, respectively. For the year ended December 31, 2020, $1,046,795 of the stock compensation was related to employees and $380,289 was related to non-employees. As of December 31, 2020, the unamortized stock option expense was $898,665 with $305,527 being related to employees and $593,138 being related to non-employees. As of December 31, 2020, the weighted average period for the unamortized stock compensation to be recognized is 2.99 years. On February 25, 2019, the Company granted 101,567 options with an exercise price of $1.00 and a ten year term. 59,900 of these options vest immediately and 41,667 vest bi-weekly over two months. These options have a Black-Scholes value of $199,807. The Company issued 59,900 options for settlement of accounts payable totaling $29,850 and recorded a loss of $99,541 on the settlement of the accounts payable. On June 17, 2019, the Company granted 25,000 options with an exercise price of $1.75 and a ten year term. These options vest immediately and have a Black-Scholes value of $36,374. On February 21, 2020, the Company issued a total of 1,387,497 options to purchase shares of the Company’s common stock to sixteen individuals with 1,362,497 option going to twelve related parties. These options had a grant date fair value of $1,901,724. From these options, 187,497 options were used to settle $93,950 in accrued compensations. These options have an exercise price of $1.75. 187,497 of the options vest immediately, 510,000 of the options vest monthly over 12 months, 5,000 of the options vest monthly over 24 months, 420,000 of the options vest monthly over 36 months, and 265,000 of the options vest monthly over 48 months. These options were approved by the board of directors on February 13, 2020. On July 18, 2020, the Company issued 124,998 options to a related party. These options have an exercise price of $1.75 and a term of ten years. These options vest immediately and the grant date fair value of these options was $142,607. On July 18, 2020, the Company issued 105,000 options to consultants. These options have an exercise price of $1.75 and a term of ten years. These options vest monthly over four years and the grant date fair value of these options was $119,792. On July 18, 2020, the Board of Directors increased the size of the Board from five directors to six directors and appointed Jennifer Buell, Ph.D. as a member of the Board, effective immediately, to fill the vacancy created by such increase and to serve until the next annual meeting of shareholders. Dr. Buell was issued options to purchase 100,000 shares of the Company’s common stock at an exercise price of $1.75 per share. The options vest as follows: monthly over 48 months. In recognition of her upcoming service as a Director of the Company, Dr. Buell was issued 45,000 options that vest monthly over 12 months. In each case the vesting commenced on the date of grant, July 18, 2020. These options had a grant date fair value of $165,426. warrants: In connection with the Merger, all of the issued and outstanding warrants to purchase shares of Prior Protagenic common stock converted, on a 1 for 1 basis, into new warrants (the “New Warrants”) to purchase shares of our Series B Preferred Stock. Simultaneously with the Merger and the 2016 Offering, New Warrants to purchase 3,403,367 shares of Series B Preferred Stock at an average exercise price of approximately $1.05 per share were issued to holders of Prior Protagenic warrants; additionally, the holder of $665,000 of our debt and $35,000 of accrued interest exchanged such debt for five-year warrants to purchase 295,945 shares of Series B Preferred Stock at $1.25 per share. warrants to purchase 127,346 shares of Series B Preferred Stock at an exercise price of $1.25 per share were issued to the placement agent in connection with the 2016 Offering. These warrants to purchase 423,291 shares of Series B Preferred Stock have been recorded as derivative liabilities. All of these warrants automatically converted into warrants to purchase our common stock upon the effectiveness of our reverse stock split in July 2016. See Note 5. A summary of warrant issuances are as follows: Weighted Average Weighted Average Number Exercise Price Remaining Life Warrants Outstanding December 31, 2018 3,826,658 $ 1.05 3.69 Granted - - - Outstanding December 31, 2019 3,826,658 $ 1.05 2.69 Granted 180,400 1.25 4.53 Outstanding December 31, 2020 4,007,058 $ 1.06 1.86 As of December 31, 2020, the Company had 4,007,058 shares issuable under warrants outstanding at a weighted average exercise price of $1.06 and an intrinsic value of $782,668. As of December 31, 2019, the Company had 3,826,658 shares issuable under warrants outstanding at a weighted average exercise price of $1.05 and an intrinsic value of $1,375,990. On February 21, 2020, the Company extended the expiration date for 100,000 warrants to purchase shares of the Company’s common stock. The expiration date was extended by two years from January 2, 2020 to January 2, 2022. These warrants have an exercise price of $1.25 and are fully vested. The Company recognized $95,187 in stock compensation as part of this modification. On June 30, 2020, the Company issued 81,600 warrants to purchase shares of the Company’s common stock. These warrants vest immediately, had an exercise price of $1.25 and a term of 5 years. These warrants have a Black-Scholes value of $86,968, which is being amortized over the life of the notes from the private placement. These warrants were issued as compensation to the placement agents in connection with the Company’s private placement offering of debt in which $6,643 was recorded as stock compensation expense and $80,325 recorded as a debt discount. During the third quarter of 2020, the Company issued 98,800 warrants to purchase shares of the Company’s common stock. These warrants vest immediately, had an exercise price of $1.25 and a term of 5 years. These warrants have a Black-Scholes value of $105,194 which is being amortized over the life of the notes from the private placement. These warrants were issued as compensation to the placement agents in connection with the Company’s private placement offering in which $5,840 was recorded as stock compensation expense and $99,354 recorded as a debt discount.

Collaborative Agreements

Collaborative Agreements	12 Months Ended
Collaborative Agreements	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Collaborative Agreements	NOTE 8 - COLLABORATIVE AGREEMENTS The Company and the University of Toronto (the “University”) entered into an agreement effective April 1, 2014 (the “New Research Agreement”) for the performance of a research project titled “Teneurin C-terminal Associated Peptide (“TCAP”) mediated stress attenuation in vertebrates: Establishing the role of organismal and intracellular energy and glucose regulation and metabolism” (the “New Project”). The New Project is to perform research related to work done by Dr. David A. Lovejoy, a professor at the University and stockholder of the Company, in regard to TCAP mediated stress attenuation in vertebrates: Establishing the role of organismal and intracellular energy and glucose regulation and metabolism. In addition to the New Research Agreement, Dr. Lovejoy entered into an agreement with the University in order to commercialize certain technologies. The New Research Agreement expired on March 30, 2016. In February 2017, the New Research Agreement was extended to December 31, 2017. The extension allowed for further development of the technologies and use of their applications. On April 10, 2018, the agreement was amended and the research agreement has been further extended to December 31, 2023. Prior to January 1, 2016, the University has been granted 25,000 stock options which are fully vested at the exercise price of $1.00 exercisable over a ten year period which ends on April 1, 2022. As of December 31, 2020, Dr. David Lovejoy of the University has been granted 553,299 stock options, of which 527,570 are fully vested. These have an exercise price of $1.00, $1.25 or 1.75 and are exercisable over ten or thirteen year periods which end either on March 30, 2021, December 1, 2022, April 15, 2026, March 1, 2027, October 16, 2027 or on February 13, 2030. The sponsorship research and development expenses pertaining to the Research Agreements were $0 and $63,905 for the years ended December 31, 2020 and 2019, respectively.

Licensing Agreements

Licensing Agreements	12 Months Ended
Licensing Agreements	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Licensing Agreements	NOTE 9 - LICENSING AGREEMENTS On July 31, 2005, the Company had entered into a Technology License Agreement (“License Agreement”) with the University pursuant to which the University agreed to license to the Company patent rights and other intellectual property, among other things (the “Technologies”). The Technology License Agreement was amended on February 18, 2015 and currently does not provide for an expiration date. Pursuant to the License Agreement and its amendment, the Company obtained an exclusive worldwide license to make, have made, use, sell and import products based upon the Technologies, or to sublicense the Technologies in accordance with the terms of the License Agreement and amendment. In consideration, the Company agreed to pay to the University a royalty payment of 2.5% of net sales of any product based on the Technologies. If the Company elects to sublicense any rights under the License Agreement and amendment, the Company agrees to pay to the University 10% of any up-front sub-license fees for any sub-licenses that occurred on or after September 9, 2006, and, on behalf of the sub-licensee, 2.5% of net sales by the sub-licensee of all products based on the Technologies. The Company had no sales revenue for the years ended December 31, 2020 and 2019 and therefore was not subject to paying any royalties. In the event the Company fails to provide the University with semi-annual reports on the progress or fails to continue to make reasonable commercial efforts towards obtaining regulatory approval for products based on the Technologies, the University may convert our exclusive license into a non-exclusive arrangement. Interest on any amounts owed under the License Agreement and amendment will be at 3% per annum. All intellectual property rights resulting from the Technologies or improvements thereon will remain the property of the other inventors and/or Dr. Lovejoy, and/or the University, as the case may be. The Company has agreed to pay all out-of- pocket filing, prosecution and maintenance expenses in connection with any patents relating to the Technologies. In the case of infringement upon any patents relating to the Technologies, the Company may elect, at its own expense, to bring a cause of action asserting such infringement. In such a case, after deducting any legal expenses the Company may incur, any settlement proceeds will be subject to the 2.5% royalty payment owed to the University under the License Agreement and amendment. The patent applications were made in the name of Dr. Lovejoy and other inventors, but the Company’s exclusive, worldwide rights to such patent applications are included in the License Agreement and its amendment with the University. The Company maintains exclusive licensing agreements and it currently controls the five intellectual patent properties. Legal Proceedings From time to time we may be named in claims arising in the ordinary course of business. Currently, no legal proceedings, government actions, administrative actions, investigations or claims are pending against us or involve us that, in the opinion of our management, could reasonably be expected to have a material adverse effect on our business and financial condition.

Related Party Transactions

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 10 – RELATED PARTY TRANSACTIONS The Company is provided free office space consisting of a conference room by the Company Executive Chairman, Dr. Armen. The Company does not pay any rent for the use of this space. This space is used for quarterly board meetings and our annual shareholder meeting. On February 13, 2020, the Company issued 50,000 options to purchase common stock to a related party. These options had an exercise price of $1.75 and a term of 48 months. (See Note 7)

Income Taxes

Income Taxes	12 Months Ended
Income Taxes	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 11 – INCOME TAXES The components of loss before income taxes are as follows: 2020 2019 Domestic (2,542,428 ) (1,698,689 ) Foreign (6,307 ) (52,222 ) Loss before income taxes (2,548,735 ) (1,750,911 ) The Company had no income tax expense due to operating losses incurred for the years ended December 31, 2020 and 2019. For the years ended December 31, 2020 and 2019, a reconciliation of the Company’s effective tax rate to the statutory U.S. Federal rate is as follows: 2020 2019 Income taxes at Federal statutory rate (21.0 )% (21.0 )% State income taxes, net of Federal income tax effect (8.6 )% (8.6 )% Perm difference 0.0 % 0.0 )% Foreign tax rate differential (0.4 )% (0.6 )% Change in valuation allowance 30.0 % 30.2 % Other 0.0 % 0.0 % Income tax provision 0.0 % 0.0 % The tax effects of temporary differences that give rise to the Company’s deferred tax assets and liabilities are as follows: 2020 2019 U.S. net operating loss carryforwards 2,907,000 2,894,000 Stock compensation 1,217,000 784,000 Canadian Provincial income tax losses 7,000 29,000 Canadian Provincial scientific investment tax credits (10,000 ) (4,000 ) 4,121,000 3,703,000 Valuation allowance (4,121,000 ) (3,703,000 ) Net deferred tax assets - - As of December 31, 2020 and 2019, the Company had federal net operating loss carryforwards (“NOL”) of approximately $7,550,000 and $7,161,000, respectively. The 2017 Tax Cuts and Jobs Act (“ TCJA”) will generally allow losses incurred after 2017 to be carried over indefinitely, but will generally limit the net operating loss deduction to the lesser of the net operating loss carryover or 80% of a corporation’s taxable income (subject to Section 382 of the Internal Revenue Code of 1986, as amended). Also, there will be no carryback for losses incurred after 2017. Losses incurred prior to 2018 will generally be deductible to the extent of the lesser of a corporation’s net operating loss carryover or 100% of a corporation’s taxable income and be available for twenty years from the period the loss was generated. The federal net operating losses generated prior to 2018 of $0.1 million will expire at various dates through 2037. The CARES Act temporarily allows the Company to carryback net operating losses arising in 2018, 2019 and 2020 to the five prior tax years. In addition, net operating losses generated in these years could fully offset prior year taxable income without the 80% of the taxable income limitation under the TCJA which was enacted on December 22, 2017. The Company has been generating losses since its inception, as such the net operating loss carryback provision under the CARES Act is not applicable to the Company. As of December 31, 2020 and 2019, the Company had state and local net operating loss carryforwards of approximately $7,540,000 and $7,153,000, respectively, to reduce future state tax liabilities also through 2035. As of December 31, 2020 and 2019, the Company had Canadian NOL of approximately $1,115,000 and $1,111,000, respectively. The Canadian losses expire in stages beginning in 2026. As of December 31, 2020 and 2019, the Company also has unclaimed Canadian federal scientific research and development investment tax credits, which are available to reduce future federal taxes payable of approximately $0 and $0 respectively. As a result of losses and uncertainty of future profit, the net deferred tax asset has been fully reserved. The net change in the valuation allowance during the years ended December 31, 2020 and 2019 was an increase of $418,000 and $661,000, respectively. Foreign earnings are assumed to be permanently reinvested. U.S. Federal income taxes have not been provided on undistributed earnings of our foreign subsidiary. The Company recognizes interest and penalties related to uncertain tax positions in selling, general and administrative expenses. The Company has not identified any uncertain tax positions requiring a reserve as of December 31, 2020 and 2019. The Company is required to file U.S. federal and state income tax returns. These returns are subject to audit by tax authorities beginning with the year ended December 31, 2017.

Subsequent Events

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	NOTE 12 - SUBSEQUENT EVENTS On February 25, 2021, the Company issued 366,000 options to purchase share of the Company’s common stock. 350,000 of these options vest over 48 months and have a term of ten years and the remaining 16,000 options vest immediately and have a term of five years. All of these options have an exercise price of $5.60. During the first quarter of 2021, a total of 268,233 warrants were exercised for a total of 161,026 shares of the Company’s common stock.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).
Principles of Consolidation	Principles of consolidation The consolidated financial statements include the accounts of Protagenic Therapeutics, Inc., and its wholly owned Canadian subsidiary, PTI Canada. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements.
Reclassifications	Reclassifications: Reclassifications of prior periods have been made to conform with current year presentation
Use of Estimates	Use of estimates The preparation of consolidated financial statements in conformity 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 consolidated financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the consolidated financial statements include income tax provisions, valuation of stock options and warrants and assessment of deferred tax asset valuation allowance.
Concentrations of Credit Risk	Concentrations of Credit Risk The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. While the Company’s marketable securities are cash equivalents it is the Company’s policy to present them separately on the balance sheet. As of December 31, 2020 and December 31, 2019, the Company did not have any cash equivalents.
Equipment	Equipment Equipment is stated at cost less accumulated depreciation. Cost includes expenditures for computer equipment. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The cost of equipment is depreciated using the straight-line method over the estimated useful lives of the related assets which is three years. Depreciation expense was nominal for the years ended December 31, 2020 and 2019.
Marketable Securities	Marketable Securities The Company accounts for marketable debt securities, the only type of securities it owns, in accordance with sub-topic 320-10 of the FASB Accounting Standards Codification (“Sub-topic 320-10”). Pursuant to Paragraph 320-10-35-1, investments in debt securities that are classified as available for sale shall be measured subsequently at fair value in the consolidated balance sheets at each balance sheet date. Unrealized holding gains and losses for available-for-sale debt securities (including those classified as current assets) shall be excluded from earnings and reported in other comprehensive income until realized. During the years ended December 31, 2020 and 2019, the Company purchased $0 and sold $250,000 in marketable securities, respectively. As of December 31, 2020 and December 31, 2019, the Company owned marketable securities with a total value of $0 and $0, respectively. The Company recorded a realized gain on marketable securities of $0 and $4,435 for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020 and December 31, 2019, the Company held no marketable securities.
Fair Value Measurements	Fair Value Measurements ASC 820, “Fair Value Measurements and Disclosure,” defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, not adjusted for transaction costs. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels are described below: Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that is accessible by the Company; Level 2 Inputs – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; Level 3 Inputs – Unobservable inputs for the asset or liability including significant assumptions of the Company and other market participants. The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses approximate their fair value because of the short term maturity of those instruments. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of December 31, 2020. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Derivative warrants liabilities $ 83,670 $ — $ — $ 83,670 $ 83,670 The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of December 31, 2019. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Derivative warrants liabilities $ 332,222 $ — $ — $ 332,222 $ 332,222 The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2020 and the year ended December 31, 2019: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2018 $ 676,079 Change in fair value of derivative warrants liabilities (343,857 ) Balance, December 31, 2019 $ 332,222 Change in fair value of derivative warrants liabilities (248,552 ) Balance, December 31, 2020 $ 83,670 The fair value of the derivative feature of the 127,346 and 295,945 warrants issued to the placement agent of the Company’s 2016 private offering (the “2016 Offering”) and to a holder of its debt for debt cancellation in connection with the Merger, respectively on the issuance dates and at the balance sheet dates were calculated using a Black-Scholes option model valued with the following assumptions: December 31, 2019 December 31 2020 Exercise price 1.25 1.25 Risk free interest rate 1.59 % 0.09 % Dividend yield 0.00 % 0.00 % Expected volatility 133 % 169 % Contractual term 1.15 Years 0.14 Years Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar expected term on the date of measurement. Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future. Volatility: The Company calculates the expected volatility of the stock price based on the corresponding volatility of the Company’s peer group stock price for a period consistent with the warrants’ expected term. Expected term: The Company’s expected term is based on the remaining contractual maturity of the warrants. During the years ended December 31, 2020 and 2019, the Company marked the derivative feature of the warrants to fair value and recorded a gain of $248,552 and a gain of $343,857 relating to the change in fair value, respectively.
Derivative Liability	Derivative Liability The Company evaluates its options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10-05-4 and 815-40-25. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statements of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock based compensation costs under the provisions of ASC 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of stock based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock based payments granted to employees, officers, non-employees, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC. 718 is also applied to awards modified, repurchased, or canceled during the periods reported. If any award granted under the Company’s 2016 Equity Compensation Plan (the “2016 Plan”) payable in shares of common stock is forfeited, cancelled, or returned for failure to satisfy vesting requirements, otherwise terminates without payment being made, or if shares of common stock are withheld to cover withholding taxes on options or other awards, the number of shares of common stock as to which such option or award was forfeited, or which were withheld, will be available for future grants under the 2016 Plan. The Company recognizes the impact of forfeitures when they occur.
Basic and Diluted Net (Loss) Per Common Share	Basic and Diluted Net (Loss) per Common Share Basic (loss) per common share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding for each period. Diluted (loss) per share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The effect of dilution on net loss becomes anti-dilutive and therefore is not reflected on the consolidated statements of operations. Potentially Outstanding For the Year For the Year Ended Conversion Feature Shares Common shares issuable under the conversion feature of preferred shares 872,766 872,766 Stock Options 5,597,861 3,835,366 Warrants 4,007,058 3,826,658 Convertible Notes 1,598,000 536,000 Total potentially outstanding dilutive common shares 12,075,685 9,070,790
Research and Development	Research and Development Research and development expenses are charged to operations as incurred.
Foreign Currency Translation	Foreign Currency Translation The Company follows Section 830-10-45 of the FASB Accounting Standards Codification (“Section 830-10-45”) for foreign currency translation to translate the financial statements of the foreign subsidiary from the functional currency, generally the local currency, into U.S. Dollars. Section 830-10-45 sets out the guidance relating to how a reporting entity determines the functional currency of a foreign entity (including of a foreign entity in a highly inflationary economy), re-measures the books of record (if necessary), and characterizes transaction gains and losses. Pursuant to Section 830-10-45, the assets, liabilities, and operations of a foreign entity shall be measured using the functional currency of that entity. An entity’s functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment, or local currency, in which an entity primarily generates and expends cash. The functional currency of each foreign subsidiary is determined based on management’s judgment and involves consideration of all relevant economic facts and circumstances affecting the subsidiary. Generally, the currency in which the subsidiary transacts a majority of its transactions, including billings, financing, payroll and other expenditures, would be considered the functional currency, but any dependency upon the parent and the nature of the subsidiary’s operations must also be considered. If a subsidiary’s functional currency is deemed to be the local currency, then any gain or loss associated with the translation of that subsidiary’s financial statements is included in accumulated other comprehensive income. However, if the functional currency is deemed to be the U.S. Dollar, then any gain or loss associated with the re-measurement of these financial statements from the local currency to the functional currency would be included in the consolidated statements of operations and comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the consolidated statements of operations and comprehensive income (loss). If the Company determines that there has been a change in the functional currency of a subsidiary to the U.S. Dollar, any translation gains or losses arising after the date of change would be included within the consolidated statements of operations and comprehensive income (loss). Based on an assessment of the factors discussed above, the management of the Company determined its subsidiary’s local currency (i.e. the Canadian dollar) to be the functional currency for its foreign subsidiary.
Leases	Leases In February 2016, FASB issued Accounting Standards Update (“ASU”) 2016-02: Leases (Topic 842). The new guidance generally requires an entity to recognize on its balance sheet operating and financing lease liabilities and corresponding right-of-use assets. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The new standard requires a modified retrospective transition for existing leases to each prior reporting period presented or entered into after, the beginning of the earliest comparative period presented in the financial statements. This standard was adopted by the Company on January 1, 2018. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
Summary of Significant Accounting Policies (Tables)	Dec. 31, 2020
Accounting Policies [Abstract]
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis	The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of December 31, 2020. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Derivative warrants liabilities $ 83,670 $ — $ — $ 83,670 $ 83,670 The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of December 31, 2019. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Derivative warrants liabilities $ 332,222 $ — $ — $ 332,222 $ 332,222
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation	The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2020 and the year ended December 31, 2019: Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2018 $ 676,079 Change in fair value of derivative warrants liabilities (343,857 ) Balance, December 31, 2019 $ 332,222 Change in fair value of derivative warrants liabilities (248,552 ) Balance, December 31, 2020 $ 83,670
Schedule of Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques	December 31, 2019 December 31 2020 Exercise price 1.25 1.25 Risk free interest rate 1.59 % 0.09 % Dividend yield 0.00 % 0.00 % Expected volatility 133 % 169 % Contractual term 1.15 Years 0.14 Years
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The effect of dilution on net loss becomes anti-dilutive and therefore is not reflected on the consolidated statements of operations. Potentially Outstanding For the Year For the Year Ended Conversion Feature Shares Common shares issuable under the conversion feature of preferred shares 872,766 872,766 Stock Options 5,597,861 3,835,366 Warrants 4,007,058 3,826,658 Convertible Notes 1,598,000 536,000 Total potentially outstanding dilutive common shares 12,075,685 9,070,790

Accounts Payable and Accrued _2

Accounts Payable and Accrued Expenses (Tables)	12 Months Ended
Accounts Payable and Accrued Expenses (Tables)	Dec. 31, 2020
Payables and Accruals [Abstract]
Schedule of Accounts Payable and Accrued Expenses	Accounts payable and accrued expenses consist of the following at: December 31, 2020 December 31, 2019 Accounting $ 36,161 $ 36,161 Research and development 393,496 650,584 Legal - 15,273 Other 141,860 163,029 Total $ 571,517 $ 865,047

Convertible Note Payable (PIK_2

Convertible Note Payable (PIK Notes) (Tables)	12 Months Ended
Convertible Note Payable (PIK Notes) (Tables)	Dec. 31, 2020
Convertible Notes Payable [Member]
Schedule of Maturity Date of Notes	Maturity Date of Notes for Twelve Months Ending December 31, Amount due 2021 $ - 2022 - 2023 1,597,500 2024 - 2025 - Total $ 1,597,500
Convertible Notes Payable - Related Party [Member]
Schedule of Maturity Date of Notes	Maturity Date of Notes for Twelve Months Ending December 31, Amount due 2021 $ - 2022 - 2023 400,000 2024 - 2025 - Total $ 400,000

Stockholders' Deficit (Tables)

Stockholders' Deficit (Tables)	12 Months Ended
Stockholders' Deficit (Tables)	Dec. 31, 2020
Equity [Abstract]
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions	There were 5,597,861 options outstanding as of December 31, 2020. The fair value of each stock option granted was estimated using the Black-Scholes assumptions and or factors as follows: Exercise price $ 1.75 Expected dividend yield 0 % Risk free interest rate 0.64%-1.61 % Expected life in years 10 Expected volatility 140%-146 % There were 3,835,366 options outstanding as of December 31, 2019. The fair value of each stock option granted was estimated using the Black-Scholes assumptions and or factors as follows: Exercise price $ 1.00 - $1.75 Expected dividend yield 0 % Risk free interest rate 2.09%-2.70 % Expected life in years 10 Expected volatility 137%-140 %
Schedule of Share-based Compensation, Stock Options, Activity	The following is an analysis of the stock option grant activity under the Plan: Weighted Average Weighted Average Number Exercise Price Remaining Life Stock Options Outstanding December 31, 2018 3,846,299 $ 1.36 7.20 Granted 126,567 $ 1.15 9.20 Expired (137,500 ) $ 1.75 Outstanding December 31, 2019 3,835,366 $ 1.34 6.02 Granted 1,762,495 $ 1.75 8.01 Expired - $ - Outstanding December 31, 2020 5,597,861 $ 1.47 6.48
Schedule of Share-based Compensation Nonvested Shares	A summary of the status of the Company’s nonvested options as of December 31, 2020, and changes during the year ended December 31, 2020, is presented below: Nonvested Options Options Weighted-Average Nonvested at December 31, 2018 800,210 $ 1.63 Granted 126,567 $ 1.15 Vested (584,895 ) $ 1.46 Forfeited (137,500 ) $ 1.75 Nonvested at December, 2019 204,382 $ 1.74 Granted 1,762,495 $ 1.75 Vested (1,104,044 ) $ 1.75 Forfeited - $ - Nonvested at December 31, 2020 862,833 $ 1.75
Summary of Warrant Issuances	A summary of warrant issuances are as follows: Weighted Average Weighted Average Number Exercise Price Remaining Life Warrants Outstanding December 31, 2018 3,826,658 $ 1.05 3.69 Granted - - - Outstanding December 31, 2019 3,826,658 $ 1.05 2.69 Granted 180,400 1.25 4.53 Outstanding December 31, 2020 4,007,058 $ 1.06 1.86

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
Income Taxes (Tables)	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of Loss Before Income Tax	The components of loss before income taxes are as follows: 2020 2019 Domestic (2,542,428 ) (1,698,689 ) Foreign (6,307 ) (52,222 ) Loss before income taxes (2,548,735 ) (1,750,911 )
Schedule of Effective Income Tax Rate Reconciliation	For the years ended December 31, 2020 and 2019, a reconciliation of the Company’s effective tax rate to the statutory U.S. Federal rate is as follows: 2020 2019 Income taxes at Federal statutory rate (21.0 )% (21.0 )% State income taxes, net of Federal income tax effect (8.6 )% (8.6 )% Perm difference 0.0 % 0.0 )% Foreign tax rate differential (0.4 )% (0.6 )% Change in valuation allowance 30.0 % 30.2 % Other 0.0 % 0.0 % Income tax provision 0.0 % 0.0 %
Schedule of Deferred Tax Assets and Liabilities	The tax effects of temporary differences that give rise to the Company’s deferred tax assets and liabilities are as follows: 2020 2019 U.S. net operating loss carryforwards 2,907,000 2,894,000 Stock compensation 1,217,000 784,000 Canadian Provincial income tax losses 7,000 29,000 Canadian Provincial scientific investment tax credits (10,000 ) (4,000 ) 4,121,000 3,703,000 Valuation allowance (4,121,000 ) (3,703,000 ) Net deferred tax assets - -

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative)	12 Months Ended
	Dec. 31, 2020USD ($)shares	Dec. 31, 2019USD ($)
Cash equivalents
Payments to acquire marketable securities	0	0
Proceeds from sale of marketable securities		250,000
Marketable securities	0	0
Marketable securities, gross realized gain (loss)		4,435
Derivative, gain (loss) on derivative, net	$ 248,552	$ 343,857
Dividend Yield [Member]
Derivative liability measurement input	0	0
Private Placement [Member]
Fair value of derivative feature	$ 127,346
Class of warrant or right, issued \| shares	295,945
Equipment [Member]
Property, plant and equipment, useful life	3 years

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Reported Value Measurement [Member]
Derivative warrants liabilities	$ 83,670	$ 332,222
Estimate of Fair Value Measurement [Member]
Derivative warrants liabilities	83,670	332,222
Estimate of Fair Value Measurement [Member] \| Fair Value, Inputs, Level 1 [Member]
Derivative warrants liabilities
Estimate of Fair Value Measurement [Member] \| Fair Value, Inputs, Level 2 [Member]
Derivative warrants liabilities
Estimate of Fair Value Measurement [Member] \| Fair Value, Inputs, Level 3 [Member]
Derivative warrants liabilities	$ 83,670	$ 332,222

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Balance at beginning	$ 332,222	$ 676,079
Change in fair value of derivative warrants liabilities	(248,552)	(343,857)
Balance at end	$ 83,670	$ 332,222

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Schedule of Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques (Details)	12 Months Ended
	Dec. 31, 2020$ / shares	Dec. 31, 2019$ / shares
Measurement Input, Exercise Price [Member]
Share price	$ 1.25	$ 1.25
Measurement Input, Risk Free Interest Rate [Member]
Derivative liability measurement input	0.09	1.59
Dividend Yield [Member]
Derivative liability measurement input	0	0
Expected Volatility [Member]
Derivative liability measurement input	169	133
Contractual Term [Member]
Derivative liability measurement input, contractual term	1 month 20 days	1 year 1 month 24 days

Summary of Significant Accoun_8

Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Total potentially outstanding dilutive common shares	12,075,685	9,070,790
Conversion Feature Shares [Member]
Total potentially outstanding dilutive common shares	872,766	872,766
Stock Options [Member]
Total potentially outstanding dilutive common shares	5,597,861	3,835,366
Warrants [Member]
Total potentially outstanding dilutive common shares	4,007,058	3,826,658
Convertible Notes [Member]
Total potentially outstanding dilutive common shares	1,598,000	536,000

Accounts Payable and Accrued _3

Accounts Payable and Accrued Expenses (Details Narrative) - USD ($)	Feb. 13, 2020	Dec. 31, 2020	Dec. 31, 2019	Oct. 02, 2019	Dec. 31, 2018
Stock option, exercise price		$ 1.47	$ 1.34		$ 1.36
Option term		6 years 7 days	7 years 2 months 12 days
Toxicology Studies [Member]
Estimate for study description		On October 1, 2019, the Company entered into an agreement with a consultant for toxicology studies. The consultant quoted a commitment of approximately $988,000 as an estimate for the study. 50% of the total price was paid upon the signing of the agreement, 35% of the total price is to be paid upon completion of the in-life study, and the remaining 15% of the total price is to be paid upon the issuance of the report. If the Company cancels the study the Company will be required to pay a cancelation fee. If the cancelation happens prior to the arrival of the test animals then the Company will need to pay between 20% and 50% of the animal fees depending on when the cancellation happens. If the cancellation occurs after the animals arrive but before the study begins then the Company will be responsible for paying 50% of the protocol price plus a fee of $7,000 per room/week for animal husbandry until the animals can be relocated or disposed of. If the Company cancels the study after it has begun then the Company will need to pay any fees for procured items for the study and any nonrecoverable expenses incurred by the consultant.
Commitment cost paid		$ 174,106	$ 0
Balance due amount		$ 319,799	$ 493,905
Consultant [Member]
Estimate commitment amount				$ 988,000
CFO [Member]
Issuance of stock option share based compensation	187,497
Accrued compensation	$ 93,950
Settlement of liability charged to stock compensation expense	$ 163,036
Stock option, exercise price	$ 1.75
Option term	10 years

Accounts Payable and Accrued _4

Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Payables and Accruals [Abstract]
Accounting	$ 36,161	$ 36,161
Research and development	393,496	650,584
Legal		15,273
Other	141,860	163,029
Total	$ 571,517	$ 865,047

Derivative Liabilities (Details

Derivative Liabilities (Details Narrative) - Private Placement [Member] - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2016
Class of warrant or right, issued during period	295,945
Series B Preferred Stock [Member]
Class of warrant or right, issued during period		127,346
Class of warrant or right, exercise price of warrants or rights		$ 1.25
Class of warrant or right, expiration period		5 years
Series B Preferred Stock [Member] \| Debt Settlement [Member] \| Strategic Bio Partners [Member]
Class of warrant or right, issued during period		295,945
Class of warrant or right, exercise price of warrants or rights		$ 1.25
Class of warrant or right, expiration period		5 years

Convertible Note Payable (PIK_3

Convertible Note Payable (PIK Notes) (Details Narrative) - USD ($)	3 Months Ended				12 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Debt amortized debt discount					$ 154,899	$ 11,370
Debt beneficial conversion feature					$ 104,204	252,000
Placement Agent - Katalyst Securities LLC [Member]
Commission percentage terms					The Company paid the Placement Agent, including its sub-agents, a commission of 10% of the funds raised from the investors introduced by the Placement Agent. In addition, the Placement Agent will receive warrants to purchase a number of shares of Common Stock equal to 10% of the shares of Common Stock issuable upon conversion of the Notes sold to the investors who were introduced to us by the Placement Agent (See note 7). The Company recognized $104,090 in expenses related to the Placement Agent commission for this offering which were recorded as a debt discount.
Commission					$ 104,090
Fair value of warrants issued	$ 179,679				179,679
Unsecured Convertible Notes [Member]
Convertible note principle amount		$ 327,500	$ 850,000	$ 420,000		$ 420,000
Debt interest percentage		6.00%	6.00%	6.00%		6.00%
Increase in interest rate		12.00%	12.00%	12.00%
Maturity date		Nov. 6, 2023	Nov. 6, 2023	Nov. 6, 2023
Conversion exercise price		$ 1.25	$ 1.25	$ 1.25		$ 1.25
Debt amortized debt discount					117,036	$ 6,821
Debt unamortized debt discount	516,116			$ 245,179	516,116	245,179
Convertible notes payable outstanding	1,597,500			420,000	1,597,500	420,000
Convertible Notes Payable [Member]
Debt amortized debt discount					356,204
Debt beneficial conversion feature					104,204
Unsecured Convertible Notes with Related Parties [Member]
Convertible note principle amount	$ 100,000	$ 50,000		$ 250,000	$ 100,000	$ 250,000
Debt interest percentage	6.00%	6.00%		6.00%	6.00%	6.00%
Increase in interest rate	12.00%	12.00%		12.00%
Maturity date	Nov. 6, 2023	Nov. 6, 2023		Nov. 6, 2023
Conversion exercise price	$ 1.25	$ 1.25		$ 1.25	$ 1.25	$ 1.25
Debt amortized debt discount					$ 37,863	$ 4,549
Debt unamortized debt discount	$ 107,588			$ 145,451	107,588	145,451
Convertible notes payable outstanding	400,000			250,000	400,000	250,000
Beneficial conversion feature and debt discount				$ 150,000		$ 150,000
Additional notes related fee	$ 9,000				$ 9,000

Convertible Note Payable (PIK_4

Convertible Note Payable (PIK Notes) - Schedule of Maturity Date of Notes (Details)	Dec. 31, 2020USD ($)
Convertible Notes Payable [Member]
2021
2022
2023	1,597,500
2024
2025
Total	1,597,500
Convertible Notes Payable - Related Party [Member]
2021
2022
2023	400,000
2024
2025
Total	$ 400,000

Stockholders' Deficit (Details

Stockholders' Deficit (Details Narrative) - USD ($)	Jul. 18, 2020	Jun. 30, 2020	Feb. 21, 2020	Feb. 21, 2020	Jan. 02, 2020	Jun. 17, 2019	Feb. 25, 2019	Jan. 02, 2019	Jan. 02, 2017	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2016
Stock options outstanding											5,597,861	3,835,366	3,846,299
Stock options outstanding weighted average exercise price											$ 1.47	$ 1.34	$ 1.36
Stock options intrinsic value											$ 38,328	$ 635,536
Number of stock options granted											1,762,495	126,567
Stock option weighted average exercise price per share											$ 1.75	$ 1.15
Stock options granted, term											6 years 7 days	7 years 2 months 12 days
Number of stock options vested											1,104,044	584,895
Stock options vest and grant date fair value											$ 1.75	$ 1.46
Class of warrant or right, outstanding											4,007,058	3,826,658	3,826,658
Debt discount											$ 154,899	$ 11,370
Warrants [Member]
Compensation expense		$ 6,643		$ 95,187						$ 5,840
Warrants to purchase shares		81,600	100,000	100,000						98,800
Warrant exercise price		$ 1.25	$ 1.25	$ 1.25						$ 1.25
Class of warrant or right, expiration period		5 years								5 years
Class of warrant or right, outstanding											4,007,058	3,826,658
Class of warrant or right, outstanding, weighted average exercise price											$ 1.06	$ 1.05
Class of warrant or right, outstanding, intrinsic value											$ 782,668	$ 1,375,990
Class of warrant or right, expiration period, description				The expiration date was extended by two years from January 2, 2020 to January 2, 2022.
Debt discount		$ 80,325								$ 99,354
Series B Preferred Stock [Member] \| Private Placement [Member]
Warrants to purchase shares											423,291
Warrant exercise price														$ 1.25
Class of warrant or right, expiration period														5 years
Series B Preferred Stock [Member] \| Private Placement [Member] \| Protagenic Warrants [Member]
Warrants to purchase shares											3,403,367
Warrant exercise price											$ 1.05
Options to Related Party [Member]
Share-based payment award, expiration period	10 years
Stock options outstanding	124,998
Stock options outstanding weighted average exercise price	$ 1.75
Dr. Buell [Member]
Share-based payment award, expiration period	48 months
Stock options outstanding	100,000
Stock options outstanding weighted average exercise price	$ 1.75
Additional Issuance of Warrants for Debt [Member] \| Series B Preferred Stock [Member] \| Private Placement [Member] \| Protagenic Warrants [Member]
Debt instrument, face amount											$ 665,000
Additional Issuance of Warrants for Accrued Interest [Member] \| Series B Preferred Stock [Member] \| Private Placement [Member] \| Protagenic Warrants [Member]
Accrued interest											$ 35,000
Additional Issuance of Warrants [Member] \| Series B Preferred Stock [Member] \| Private Placement [Member] \| Protagenic Warrants [Member]
Warrants to purchase shares											295,945
Warrant exercise price											$ 1.25
Class of warrant or right, expiration period											5 years
Employees [Member]
Compensation expense											$ 1,046,795
Unamortized stock option expense											305,527
Non-Employees [Member]
Compensation expense											380,289
Unamortized stock option expense											$ 593,138
Stock Options [Member]
Number of stock options granted						25,000	101,567				1,762,495	126,567
Stock option weighted average exercise price per share						$ 1.75	$ 1				$ 1	$ 1.75
Compensation expense											$ 1,427,084	$ 797,761
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition											2 years 11 months 26 days
Stock options granted, term						10 years	10 years
Number of stock options vested							59,900
Stock options fair value						$ 36,374	$ 199,807
Number of options shares issued for settlement							59,900
Number of options shares issued for settlement, value							$ 29,850
Loss on settlement of accounts payable							$ 99,541
Stock Options [Member] \| Options to Related Party [Member]
Vesting period, description	These options vest immediately
Stock options vest and grant date fair value	$ 142,607
Stock Options [Member] \| Dr. Buell [Member]
Stock options vest and grant date fair value	$ 165,426
Stock Options [Member] \| Settlement of Accrued Compensation [Member]
Number of stock options granted			187,497
Compensation expense			$ 93,950
Stock options fair value			$ 1,901,724
Stock Options [Member] \| Vest bi-Weekly Over Two Months [Member]
Number of stock options vested							41,667
Stock Options [Member] \| Options Vested Immediately [Member]
Number of stock options vested			187,497
Stock Options [Member] \| Options Vested Over 12 Months [Member]
Number of stock options vested			510,000
Stock Options [Member] \| Options Vested Over 24 Months [Member]
Number of stock options vested			5,000
Stock Options [Member] \| Options Vested Over 36 Months [Member]
Number of stock options vested			420,000
Stock Options [Member] \| Options Vested Over 48 Months [Member]
Number of stock options vested			265,000
Stock Options [Member] \| Sixteen Individuals [Member]
Number of stock options granted			1,387,497
Stock option weighted average exercise price per share			$ 1.75
Stock Options [Member] \| Twelve Related Parties [Member]
Number of stock options granted			1,362,497
Stock option weighted average exercise price per share			$ 1.75
Stock Options [Member] \| General and Administrative Expense [Member]
Compensation expense											$ 1,354,750	698,293
Stock Options [Member] \| Research and Development Expenses [Member]
Compensation expense											72,334	$ 99,468
Stock Options [Member]
Unamortized stock option expense											$ 898,665
Stock Options to Consultants [Member]
Share-based payment award, expiration period	10 years
Stock options outstanding	105,000
Stock options outstanding weighted average exercise price	$ 1.75
Vesting period, description	These options vest monthly over four years
Stock options vest and grant date fair value	$ 119,792
Recognition Upcoming Service [Member] \| Dr. Buell [Member]
Share-based payment award, expiration period	12 months
Stock options outstanding	45,000
Placement Agent Warrants [Member] \| Series B Preferred Stock [Member]
Warrants to purchase shares											127,346
Warrant exercise price											$ 1.25
Black-Scholes Model [Member] \| Warrants [Member]
Warrants to purchase shares value		$ 86,968
Black-Scholes Model Two [Member] \| Warrants [Member]
Warrants to purchase shares value										$ 105,194
2016 Plan [Member]
Number of additional shares grants for issuance					564,378			564,378	564,378
Number of shares available for grant					1,693,134			1,693,134	1,693,134		4,868,623	4,304,245
Share-based payment award, expiration period											10 years

Stockholders' Deficit - Schedul

Stockholders' Deficit - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Exercise price	$ 1.75
Expected dividend yield	0.00%	0.00%
Expected life in years	10 years	10 years
Minimum [Member]
Exercise price		$ 1
Risk free interest rate	0.64%	2.09%
Expected volatility	140.00%	137.00%
Maximum [Member]
Exercise price		$ 1.75
Risk free interest rate	1.61%	2.70%
Expected volatility	146.00%	140.00%

Stockholders' Deficit - Sched_2

Stockholders' Deficit - Schedule of Share-based Compensation, Stock Options, Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Equity [Abstract]
Stock Options Outstanding, Beginning	3,835,366	3,846,299
Stock Options, Granted	1,762,495	126,567
Stock Options, Expired		(137,500)
Stock Options Outstanding, Ending	5,597,861	3,835,366
Weighted Average Exercisable Price, Stock Options Outstanding, Beginning	$ 1.34	$ 1.36
Weighted Average Exercisable Price, Stock Options Outstanding, Granted	1.75	1.15
Weighted Average Exercisable Price, Stock Options Outstanding, Expired		1.75
Weighted Average Exercisable Price, Stock Options Outstanding, Ending	$ 1.47	$ 1.34
Weighted Average Remaining Life, Stock Options Outstanding, Beginning	6 years 7 days	7 years 2 months 12 days
Weighted Average Remaining Life, Stock Options Outstanding, Granted	8 years 4 days	9 years 2 months 12 days
Weighted Average Remaining Life, Stock Options Outstanding, Ending	6 years 5 months 23 days	6 years 7 days

Stockholders' Deficit - Sched_3

Stockholders' Deficit - Schedule of Share-based Compensation Nonvested Shares (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Equity [Abstract]
Nonvested Options, Beginning Balance	204,382	800,210
Nonvested Options, Granted	1,762,495	126,567
Nonvested Options, Vested	(1,104,044)	(584,895)
Nonvested Options, Forfeited		(137,500)
Nonvested Options, Ending Balance	862,833	204,382
Weighted Average Exercise Price, Beginning Balance	$ 1.74	$ 1.63
Weighted Average Exercise Price, Granted	1.75	1.15
Weighted Average Exercise Price, Vested	1.75	1.46
Weighted Average Exercise Price, Forfeited		1.75
Weighted Average Exercise Price, Ending Balance	$ 1.75	$ 1.74

Stockholders' Deficit - Summary

Stockholders' Deficit - Summary of Warrant Issuances (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Equity [Abstract]
Number of Warrants Outstanding, Beginning	3,826,658	3,826,658
Number of Warrants Outstanding, Granted	180,400
Number of Warrants Outstanding, Ending	4,007,058	3,826,658
Number of Warrants Outstanding, Weighted Average Exercise Price, Beginning	$ 1.05	$ 1.05
Number of Warrants Outstanding, Weighted Average Exercise Price, Granted	1.25
Number of Warrants Outstanding, Weighted Average Exercise Price, Ending	$ 1.06	$ 1.05
Number of Warrants Outstanding, Weighted Average Remaining Life	2 years 8 months 9 days	3 years 8 months 9 days
Number of Warrants Outstanding, Weighted Average Remaining Life Granted	4 years 6 months 10 days	0 years
Number of Warrants Outstanding, Weighted Average Remaining Life	1 year 10 months 10 days	2 years 8 months 9 days

Collaborative Agreements (Detai

Collaborative Agreements (Details Narrative) - USD ($)	Feb. 25, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2015
Number of stock options vested		1,104,044	584,895
Research and development expense		$ 699,797	$ 807,947
Research Agreements [Member]
Research and development expense		$ 0	$ 63,905
Stock Options [Member]
Number of stock options vested	59,900
University of Toronto [Member]
Share-based compensation stock options, grants				25,000
Share-based compensation weighted average exercise price				$ 1
Share-based payment award, expiration period				10 years
Options expiration date, description				Exercisable over a ten year period which ends on April 1, 2022.
Dr. David Lovejoy [Member] \| Stock Options [Member]
Share-based compensation stock options, grants		553,299
Share-based compensation weighted average exercise price		$ 1
Options expiration date, description		These have an exercise price of $1.00, $1.25 or 1.75 and are exercisable over ten or thirteen year periods which end either on March 30, 2021, December 1, 2022, April 15, 2026, March 1, 2027, October 16, 2027 or on February 13, 2030.
Number of stock options vested		527,570
Dr. David Lovejoy [Member] \| Stock Options [Member] \| Minimum [Member]
Share-based compensation weighted average exercise price		$ 1.25
Share-based payment award, expiration period		10 years
Dr. David Lovejoy [Member] \| Stock Options [Member] \| Maximum [Member]
Share-based compensation weighted average exercise price		$ 1.75
Share-based payment award, expiration period		13 years

Licensing Agreements (Details N

Licensing Agreements (Details Narrative) - USD ($)	12 Months Ended
Licensing Agreements (Details Narrative) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Royalty payment on behalf of sub-licensee, percentage	2.50%
Sales revenue
Interest on amounts owed under license agreement, rate	3.00%
Licensing Agreements [Member]
Royalty payment, percentage	2.50%
Up-front sub-license fees, percentage	10.00%

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - $ / shares	Feb. 13, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Number of stock options granted		1,762,495	126,567
Stock options outstanding weighted average exercise price		$ 1.47	$ 1.34	$ 1.36
Option term		6 years 7 days	7 years 2 months 12 days
Related Party [Member]
Number of stock options granted	50,000
Stock options outstanding weighted average exercise price	$ 1.75
Option term	48 months

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
Income Taxes (Details Narrative) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Income tax expense
Operating loss carryforwards expiration description	The federal net operating losses generated prior to 2018 of $0.1 million will expire at various dates through 2037.
Reconciliation, tax credit, research, amount	$ 0	0
Net change in valuation allowance	418,000	661,000
Income tax interest and penalties
Losses incurred after 2017 [Member]
Percentage of corporations taxable income	80.00%
Losses incurred prior to 2018 [Member]
Percentage of corporations taxable income	100.00%
Federal [Member]
Net operating loss carryforwards	$ 7,550,000	7,161,000
Federal Generated Prior to 2018 [Member]
Net operating loss carryforwards	100,000
State and Local [Member]
Net operating loss carryforwards	$ 7,540,000	7,153,000
Operating loss carryforwards expiration description	State tax liabilities also through 2035.
Canadian [Member]
Net operating loss carryforwards	$ 1,115,000	$ 1,111,000
Operating loss carryforwards expiration description	The Canadian losses expire in stages beginning in 2026.

Income Taxes - Schedule of Loss

Income Taxes - Schedule of Loss Before Income Tax (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Domestic	$ (2,542,428)	$ (1,698,689)
Foreign	(6,307)	(52,222)
Loss before income taxes	$ (2,548,735)	$ (1,750,911)

Income Taxes - Schedule of Effe

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Income taxes at Federal statutory rate	(21.00%)	(21.00%)
State income taxes, net of Federal income tax effect	(8.60%)	(8.60%)
Perm difference	0.00%	0.00%
Foreign tax rate differential	(0.40%)	(0.60%)
Change in valuation allowance	30.00%	30.20%
Other	0.00%	0.00%
Income tax provision	0.00%	0.00%

Income Taxes - Schedule of Defe

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
U.S. net operating loss carryforwards	$ 2,907,000	$ 2,894,000
Stock compensation	1,217,000	784,000
Canadian Provincial income tax losses	7,000	29,000
Canadian Provincial scientific investment tax credits	(10,000)	(4,000)
Gross deferred tax asset	4,121,000	3,703,000
Valuation allowance	(4,121,000)	(3,703,000)
Net deferred tax assets

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - $ / shares	Feb. 25, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Option to purchase shares of common stock			1,762,495	126,567
Forecast [Member]
Warrants to purchase common stock		268,233
Stock issued during the period		161,026
Subsequent Event [Member]
Option to purchase shares of common stock	366,000
Option exercise price	$ 5.60
Subsequent Event [Member] \| Vesting Over 48 Months [Member]
Option to purchase shares of common stock	350,000
Vesting period	48 months
Option term	10 years
Subsequent Event [Member] \| Vest Immediately [Member]
Option to purchase shares of common stock	16,000
Option term	5 years