180 Life Sciences (ATNF) 10-Q15 May 232023 Q1 Quarterly reportFinancial data

Company Profile

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2023	May 15, 2023
Document Information Line Items
Entity Registrant Name	180 Life Sciences Corp.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		5,317,586
Amendment Flag	false
Entity Central Index Key	0001690080
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-38105
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	90-1890354
Entity Address, Address Line One	3000 El Camino Real Bldg. 4
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Palo Alto
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94306
City Area Code	(650)
Local Phone Number	507-0669
Entity Interactive Data Current	Yes
Common Stock, par value $0.0001 per share
Document Information Line Items
Trading Symbol	ATNF
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Warrants to purchase Common Stock
Document Information Line Items
Trading Symbol	ATNFW
Title of 12(b) Security	Warrants to purchase Common Stock
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current Assets:
Cash	$ 2,646,184	$ 6,970,110
Prepaid expenses and other current assets	1,550,215	1,958,280
Total Current Assets	4,196,399	8,928,390
Intangible assets, net	1,663,032	1,658,858
In-process research and development	9,063,000	9,063,000
Total Assets	14,922,431	19,650,248
Current Liabilities:
Accounts payable	1,208,110	1,801,210
Accrued expenses	2,821,013	2,284,516
Accrued expenses - related parties	228,581	188,159
Loans payable - current portion	842,202	1,308,516
Derivative liabilities	22,058	75,381
Total Current Liabilities	5,121,964	5,657,782
Loans payable - noncurrent portion	28,732	31,189
Deferred tax liability	2,631,811	2,617,359
Total Liabilities	7,782,507	8,306,330
Commitments and contingencies (Note 8)
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; (see designations and shares authorized for Series A, Class C and Class K preferred stock)
Class C Preferred Stock; 1 share authorized, issued and outstanding at March 31, 2023 and December 31, 2022
Class K Preferred Stock; 1 share authorized, issued and outstanding at March 31, 2023 and December 31, 2022
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,746,906 and 3,746,906 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	375	375
Additional paid-in capital	122,195,032	121,637,611
Accumulated other comprehensive income	(2,884,860)	(2,885,523)
Accumulated deficit	(112,170,623)	(107,408,545)
Total Stockholders’ Equity	7,139,924	11,343,918
Total Liabilities and Stockholders’ Equity	$ 14,922,431	$ 19,650,248

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	3,746,906	3,746,906
Common stock, shares outstanding	3,746,906	3,746,906
Class K Preferred Stock
Preferred stock, shares authorized	1	1
Preferred stock, shares issued	1	1
Preferred stock, shares outstanding	1	1

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating Expenses:
Research and development	$ 578,309	$ 658,939
Research and development - related parties	216,684	47,718
General and administrative	4,008,852	2,969,151
General and administrative - related parties		5,261
Total Operating Expenses	4,803,845	3,681,069
Loss From Operations	(4,803,845)	(3,681,069)
Other (Expense) Income:
Interest expense	(11,556)	(7,414)
Interest income - related parties		4,562
Change in fair value of derivative liabilities	53,323	5,230,114
Change in fair value of accrued issuable equity		17,520
Total Other Income, Net	41,767	5,244,782
(Loss) Income Before Income Taxes	(4,762,078)	1,563,713
Income tax benefit
Net (Loss) Income	(4,762,078)	1,563,713
Other Comprehensive Income (Loss):
Foreign currency translation adjustments	663	(728,081)
Total Comprehensive (Loss) Income	$ (4,761,415)	$ 835,632
Basic and Diluted Net (Loss) Income per Common Share
Basic (in Dollars per share)	$ (1.27)	$ 0.92
Diluted (in Dollars per share)	$ (1.27)	$ 0.92
Weighted Average Number of Common Shares Outstanding:
Basic (in Shares)	3,747,145	1,702,997
Diluted (in Shares)	3,747,145	1,703,439

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit	Total
Balance at Dec. 31, 2021	$ 170	$ 107,187,371	$ 817,440	$ (68,682,286)	$ 39,322,695
Balance (in Shares) at Dec. 31, 2021	1,701,799
Shares issued for professional services to directors	$ 1	149,717			149,718
Shares issued for professional services to directors (in Shares)	2,566
Balance at Mar. 31, 2022	$ 171	107,933,555	89,359	(67,118,573)	40,904,512
Balance (in Shares) at Mar. 31, 2022	1,704,365
Comprehensive income (loss):
Stock based compensation		596,467			596,467
Comprehensive (loss) income:
Net income (Loss)				1,563,713	1,563,713
Other comprehensive income			(728,081)		(728,081)
Balance at Dec. 31, 2022	$ 375	121,637,611	(2,885,523)	(107,408,545)	11,343,918
Balance (in Shares) at Dec. 31, 2022	3,706,469
Balance at Mar. 31, 2023	$ 375	122,195,032	(2,884,860)	(112,170,623)	7,139,924
Balance (in Shares) at Mar. 31, 2023	3,706,469
Comprehensive income (loss):
Stock based compensation		557,421			557,421
Comprehensive (loss) income:
Net income (Loss)				(4,762,078)	(4,762,078)
Other comprehensive income			$ 663		$ 663

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash Flows From Operating Activities
Net (Loss) Income	$ (4,762,078)	$ 1,563,713
Stock-based compensation:
Shares issued for services		149,718
Amortization of stock options and restricted stock units	557,421	596,467
Amortization of intangibles	21,772	26,462
Deferred tax benefit		(22,332)
Change in fair value of derivative liabilities	(53,323)	(5,230,114)
Change in fair value of accrued issuable equity		(17,520)
Prepaid expenses and other current assets	424,913	(325,057)
Accounts payable	(621,861)	454,982
Accrued expenses	526,367	662,880
Accrued expenses – related parties	36,898	19,270
Accrued issuable equity		48,600
Total adjustments	892,187	(3,636,644)
Net Cash Used In Operating Activities	(3,869,891)	(2,072,931)
Cash Flows From Financing Activities
Repayment of loans payable	(469,810)	(515,419)
Net Cash (Used in) Financing Activities	(469,810)	(515,419)
Effect of Exchange Rate Changes on Cash	15,775	32,757
Net (Decrease) In Cash	(4,323,926)	(2,555,593)
Cash - Beginning of Period	6,970,110	8,224,508
Cash - End of Period	2,646,184	5,668,915
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for income taxes
Cash paid during the period for interest	$ 7,265	$ 2,853

Business Organization and Natur

Business Organization and Nature of Operations	3 Months Ended
Business Organization and Nature of Operations	Mar. 31, 2023
Business Organization and Nature of Operations [Abstract]
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS	NOTE 1 - BUSINESS ORGANIZATION AND NATURE OF OPERATIONS 180 Life Sciences Corp., formerly known as KBL Merger Corp. IV (“180LS”, or together with its subsidiaries, the “Company”), was a blank check company organized under the laws of the State of Delaware on September 7, 2016. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On November 6, 2020, a business combination was consummated following a special meeting of stockholders, where the stockholders of the Company considered and approved, among other matters, a proposal to adopt a Business Combination Agreement. Pursuant to the Business Combination Agreement, KBL Merger Sub, Inc. merged with 180 Life Corp. (f/k/a 180 Life Sciences Corp.) (“ 180 The Company is a clinical stage biotechnology company focused on the development of therapeutics for unmet medical needs in chronic pain, inflammation, fibrosis and other inflammatory diseases, where anti-TNF therapy will provide a clear benefit to patients, by employing innovative research, and, where appropriate, combination therapy. We have three product development platforms: ● fibrosis and anti-tumor necrosis factor (“TNF”); ● drugs which are derivatives of cannabidiol (“CBD”); and ● alpha 7 nicotinic acetylcholine receptor (“α7nAChR”).

Going Concern and Management's

Going Concern and Management's Plans	3 Months Ended
Going Concern and Management's Plans	Mar. 31, 2023
Going Concern and Management’s Plans [Abstract]
GOING CONCERN AND MANAGEMENT'S PLANS	NOTE 2 - GOING CONCERN AND MANAGEMENT’S PLANS The Company has not generated any revenues and has incurred significant losses since inception. As of March 31, 2023, the Company had an accumulated deficit of $112,170,623 and a working capital deficit of $925,565, and for the quarter ended March 31, 2023, a net loss of $4,762,078 and cash used in operating activities of $3,869,891. The Company expects to invest a significant amount of capital to fund research and development. As a result, the Company expects that its operating expenses will increase significantly, and consequently will require significant revenues to become profitable. Even if the Company does become profitable, it may not be able to sustain or increase profitability on a quarterly or annual basis. The Company cannot predict when, if ever, it will be profitable. There can be no assurance that the intellectual property of the Company, or other technologies it may acquire, will meet applicable regulatory standards, obtain required regulatory approvals, be capable of being produced in commercial quantities at reasonable costs, or be successfully marketed. The Company plans to undertake additional laboratory studies with respect to the intellectual property, and there can be no assurance that the results from such studies or trials will result in a commercially viable product or will not identify unwanted side effects. The Company’s ability to continue its operations is dependent upon obtaining new financing for its ongoing operations. Subsequent to the current period, on April 5, 2023, the Company entered into a Securities Purchase Agreement with a certain purchaser in which the Company agreed to sell an aggregate of 0.4 million shares of common stock, pre-funded warrants to purchase up to an aggregate of approximately 1.2 million shares of common stock (“April 2023 Pre-Funded Warrants”), and common stock warrants to purchase up to an aggregate of approximately 1.6 million shares of common stock (the “April 2023 Common Warrants”), for gross proceeds of approximately $3.0 million (see Note 11 – Subsequent Events below for further details). The Company plans to continue to fund its losses from operations through future equity offerings, debt financings or other third-party fundings. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to the Company. If the Company is unable to obtain such additional financing, the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on its business, financial condition and results of operations, and it could ultimately be forced to discontinue its operations and liquidate. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is defined as within one year after the date that the condensed consolidated financial statements are issued. These condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to our ability to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2023
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies as set forth in the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2022 under Note 3 - Summary of Significant Accounting Policies, except as disclosed in this note. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the quarter ended March 31, 2023 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2023. For further information, refer to the financial statements and footnotes included in the Company’s annual financial statements for the fiscal year ended December 31, 2022, which are included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2023. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the condensed consolidated financial statements. The Company’s significant estimates and assumptions used in these condensed consolidated financial statements include, but are not limited to, the collectability of an insurance claims receivable, the fair value of financial instruments warrants, options and equity shares, the valuation of stock-based compensation, and the estimates and assumptions related to impairment analysis of in-process research and development assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and may cause actual results to differ from those estimates. Foreign Currency Translation The Company’s reporting currency is the United States dollar. The functional currency of certain subsidiaries was the British Pound (“GBP”) (1.2345 and 1.2098 GBP to 1 US dollar, each as of March 31, 2023 and December 31, 2022, respectively) for balance sheet accounts, while expense accounts are translated at the weighted average exchange rate for the period (1.2138 and 1.3413 GBP to 1 US dollar for each of the three months ended March 31, 2023 and 2022, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income. Comprehensive income (loss) is defined as the change in equity of an entity from all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments as described above. During the quarter ended March 31, 2023 and 2022, the Company recorded other comprehensive income (loss) of $663 and ($728,081), respectively, as a result of foreign currency translation adjustments. Foreign currency gains and losses resulting from transactions denominated in foreign currencies, including intercompany transactions, are included in results of operations. The Company recognized ($1,117) and ($142) of foreign currency transaction losses for the three months ended March 31, 2023 and 2022, respectively. Such amounts have been classified within general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss). Intangible Assets and In-Process Research and Development (“IP R&D”) Intangible assets consist of licensed patents held by Katexco Pharmaceuticals Corp. (“Katexco”), a wholly-owned subsidiary of the Company, as well as technology licenses acquired in connection with the July 2019, corporate restructuring completed between the Company and each of 180 Therapeutics L.P. (“180 LP”), Katexco and CannBioRex Pharmaceuticals Corp. (“CBR Pharma”), pursuant to which each of 180 LP, Katexco and CBR Pharma became wholly-owned subsidiaries of the Company (the “ Reorganization IP R&D assets represent the fair value assigned to technologies that were acquired on July 16, 2019 in connection with the Reorganization, which have not reached technological feasibility and have no alternative future use. IP R&D assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development projects. During the period that the IP R&D assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if the Company becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IP R&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval, and the Company is able to commercialize products associated with the IP R&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives at that point in time. If development is terminated or abandoned, the Company may record a full or partial impairment charge related to the IP R&D assets, calculated as the excess of the carrying value of the IP R&D assets over their estimated fair value. As of December 31, 2022, the carrying amount of the IP R&D assets on the balance sheet was $12,405,084 (which consists of carrying amounts of $1,462,084 and $10,943,000 related to the Company’s CBR Pharma subsidiary and its 180 LP subsidiary, respectively). Per the valuation obtained from a third party as of year-end, the fair market value of the Company’s IP R&D assets was determined to be $9,063,000 (which consisted of fair values of $0 and $9,063,000 related to the Company’s CBR Pharma subsidiary and 180 LP subsidiary, respectively). As of that measurement date, the carrying values of the CBR Pharma and 180 LP subsidiaries’ assets exceeded their fair market values by $1,462,084 and $1,880,000, respectively. As such, management determined that the consolidated IP R&D assets were impaired by $3,342,084 and, in order to recognize the impairment, the Company recorded a loss for this amount during the fourth quarter of 2022, which appeared as a loss on impairment to IP R&D assets on the income statement. This reduced the IP R&D asset balances of its CBR Pharma subsidiary and its 180 LP subsidiary to zero and $9,063,000, respectively, as of December 31, 2022; and the total consolidated IP R&D asset balance was $9,063,000 after impairment. As of March 31, 2023, the carrying amount of the IP R&D assets on the balance sheet was $9,063,000 (which consists of a balance related to the Company’s 180 LP subsidiary); the Company typically assesses asset impairment on an annual basis unless a triggering event or other facts or circumstances indicate that an evaluation should be performed at an earlier date. At the end of the current period, the Company assessed general economic conditions, industry and market considerations, the Company’s financial performance and all relevant legal, regulatory, and political factors that might indicate the possibility of impairment and concluded that, when these factors were collectively evaluated, it is more likely than not that the asset is not impaired. The Company and its management will continue to perform intangible assets and IP R&D assets impairment testing on an annual basis, or as needed if there are changes to the composition of its reporting unit or facts or circumstances are present which indicate the possibility of impairment. Net (Loss) Income Per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive. The following table details the net income (loss) per share calculation, reconciles between basic and diluted weighted average shares outstanding, and presents the potentially dilutive shares that are excluded from the calculation of the weighted average diluted common shares outstanding, because their inclusion would have been anti-dilutive: For the Three Months Ended 2023 2022 Numerator: Net (loss) income $ (4,762,078 ) $ 1,563,713 Weighted average shares outstanding (denominator for basic earnings per share) 3,747,145 1,702,997 Effects of dilutive securities: Assumed exercise of stock options, treasury stock method - 442 Dilutive potential common shares - 442 Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method) 3,747,145 1,703,439 Basic earnings per share $ (1.27 ) $ 0.92 Diluted earnings per share $ (1.27 ) $ 0.92 The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive: For the Three Months Ended 2023 2022 Options 152,045 134,550 Warrants 3,435,728 557,696 Total potentially dilutive shares 3,587,773 692,246 Warrant, Option and Convertible Instrument Valuation The Company has computed the fair value of warrants and options using a Black-Scholes model. The expected term used for warrants is the contractual life and the expected term used for options issued is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Subsequent Events The Company has evaluated events that have occurred after the balance sheet date but before these condensed consolidated financial statements were issued. Based upon that evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed in Note 11 - Subsequent Events. Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	3 Months Ended
Prepaid Expenses and Other Current Assets	Mar. 31, 2023
Prepaid Expenses and Other Current Assets [Abstract]
PREPAID EXPENSES AND OTHER CURRENT ASSETS	NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following as of March 31, 2023 and December 31, 2022: March 31, December 31 2023 2022 Insurance $ 754,217 $ 1,027,292 Research and development expense tax credit receivable 322,129 546,563 Professional fees 438,501 310,017 Value-added tax receivable 9,734 48,774 Taxes 25,634 25,634 $ 1,550,215 $ 1,958,280

Accrued Expenses

Accrued Expenses	3 Months Ended
Accrued Expenses	Mar. 31, 2023
Accrued Expenses [Abstract]
ACCRUED EXPENSES	NOTE 5 – ACCRUED EXPENSES Accrued expenses consist of the following as of March 31, 2023 and December 31, 2022: March 31, December 31, 2023 2022 Consulting fees $ 517,489 $ 531,829 Professional fees - 3,945 Litigation accrual (1) 764,556 125,255 Employee and director compensation 1,305,521 1,558,024 Research and development fees 165,395 22,023 Interest 56,457 36,422 Other 11,595 7,018 $ 2,821,013 $ 2,284,516 (1) See Note 8 - Commitments and Contingencies, Legal Matters As of March 31, 2023 and December 31, 2022, accrued expenses - related parties were $228,581 and $188,159, respectively. See Note 10 - Related Parties for details.

Derivative Liabilities

Derivative Liabilities	3 Months Ended
Derivative Liabilities	Mar. 31, 2023
Warrant Liabilities [Abstract]
DERIVATIVE LIABILITIES	NOTE 6 - DERIVATIVE LIABILITIES The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities (except the Public SPAC Warrants as defined below, which are Level 1 derivative liabilities) that are measured at fair value on a recurring basis: Warrants Public Private SPAC SPAC PIPE Other Total Balance as of January 1, 2023 $ 31,625 $ 1,256 $ 42,100 $ 400 $ 75,381 Change in fair value of derivative liabilities (21,390 ) (1,005 ) (30,600 ) (328 ) (53,323 ) Balance as of March 31, 2023 $ 10,235 $ 251 $ 11,500 $ 72 $ 22,058 The fair value of the derivative liabilities as of March 31, 2023 and December 31, 2022 was estimated using the Black Scholes option pricing model, with the following assumptions used: March 31, Risk-free interest rate 3.71% - 4.40 % Expected term in years 1.34 – 2.90 Expected volatility 103.5% - 106.0 % Expected dividends 0 % Market Price $ 1.80 December 31, Risk-free interest rate 2.30% - 4.50 % Expected term in years 1.59 – 3.90 Expected volatility 76.0% - 105.0 % Expected dividends 0 % Market Price $ 3.39 SPAC Warrants Public SPAC Warrants Participants in KBL’s initial public offering received an aggregate of 11,500,000 Public SPAC Warrants (“Public SPAC Warrants”). Each Public SPAC Warrant entitles the holder to purchase one-fortieth of one share of the Company’s common stock at an exercise price of $5.75 per 1/40 th Private SPAC Warrants Participants in KBL’s initial private placement received an aggregate of 502,500 Private SPAC Warrants (“Private SPAC Warrants”). Each Private Warrant entitles the holder to purchase one-fortieth of one share of the Company’s common stock at an exercise price of $5.75 per 1/40 th PIPE Warrants On February 23, 2021, the Company issued five-year warrants (the “PIPE Warrants”) to purchase 128,200 shares of common stock at an exercise price of $100.00 per share in connection with the private offering (see Note 9 – Stockholders’ Equity, Common Stock). The PIPE Warrants did not meet the requirements for equity classification due to the existence of a tender offer provision that could potentially result in cash settlement of the PIPE Warrants that didn’t meet the limited exception in the case of a change-in-control. Accordingly, the PIPE Warrants are liability-classified and the Company recorded the $7,294,836 fair value of the PIPE Warrants, which was determined using the Black-Scholes option pricing model, as derivative liabilities. The PIPE Warrants were revalued on March 31, 2023 at $11,500, which resulted in a decrease of $30,600 in the fair value of the derivative liabilities during the three months ended March 31, 2023. Other Warrants AGP Warrant In connection with the closing of the Business Combination on November 6, 2020, the Company became obligated to assume five-year warrants for the purchase of 3,183 shares of the Company’s common stock at an exercise price of $105.60 per share (the “AGP Warrant Liability”) that had originally been issued by KBL to an investment banking firm in connection with a prior private placement. On March 12, 2021, the Company issued a warrant to Alliance Global Partners (“AGP” and the “AGP Warrant”) to purchase up to an aggregate of 3,183 shares of the Company’s common stock at a purchase price of $105.60 per share, subject to adjustment, in full satisfaction of the existing AGP Warrant Liability. The exercise of the AGP Warrant is limited at any given time to prevent AGP from exceeding beneficial ownership of 4.99% of the then total number of issued and outstanding shares of the Company’s common stock upon such exercise. The warrant is exercisable at any time between May 2, 2021 and May 2, 2025. The AGP Warrant did not meet the requirements for equity classification due to the existence of a tender offer provision that could potentially result in cash settlement of the AGP Warrant that did not meet the limited exception in the case of a change-in-control. Accordingly, the AGP Warrant will continue to be liability-classified. The AGP Warrant was revalued on March 31, 2023 at $72, which resulted in a decrease of $328 in the fair value of the derivative liabilities during the three months ended March 31, 2023. Alpha Warrant In connection with that certain Mutual Release and Settlement Agreement dated July 31, 2021 (agreed to on July 29, 2021) between the Company and Alpha Capital Anstal (“Alpha” and the “Alpha Settlement Agreement”), the Company issued a three-year warrant for the purchase of 1,250 shares of the Company’s common stock at an exercise price of $141.40 per share (the “Alpha Warrant Liability” and the “Alpha Warrant”). The exercise of shares of the Alpha Warrant is limited at any given time to prevent Alpha from exceeding a beneficial ownership of 4.99% of the then total number of issued and outstanding shares of the Company’s common stock upon such exercise. The warrant is exercisable until August 2, 2024. The Alpha Warrant did not meet the requirements for equity classification due to the existence of a tender offer provision that could potentially result in cash settlement of the Alpha Warrant that did not meet the limited exception in the case of a change-in-control. Accordingly, the Alpha Warrant is liability-classified and the Company recorded the $95,677 fair value of the Alpha Warrant, which was determined using the Black-Scholes option pricing model, as a warrant liability. The Alpha Warrant was revalued on March 31, 2023 at $0, which did not result in any change in the fair value of the derivative liabilities during the three months ended March 31, 2023. Warrant Activity As the number of liability-classified warrants are less than 15% of the total outstanding warrants as of March 31, 2023, the summary of warrant activity is included in Note 9 – Stockholders’ Equity.

Loans Payable

Loans Payable	3 Months Ended
Loans Payable	Mar. 31, 2023
Loans Payable [Abstract]
LOANS PAYABLE	NOTE 7 - LOANS PAYABLE Loans Payable The following table summarizes the activity of loans payable during the quarter ended March 31, 2023: Principal balance at December 31, 2022 Principal repaid in cash Effect of foreign exchange rates Principal balance at March 31, 2023 Bounce Back Loan $ 43,129 $ (3,018 ) $ 881 $ 40,992 First Insurance - 2022 1,060,890 (466,792 ) - 594,098 Other loans payable 235,686 - 158 235,844 Total loans payable $ 1,339,705 $ (469,810 ) $ 1,039 $ 870,934 Less: loans payable – current portion 1,308,516 842,202 Loans payable – noncurrent portion $ 31,189 $ 28,732 During the three months ended March 31, 2023, the Company paid $466,792 and $3,018 in partial satisfaction of the First Assurance Funding loan and the Bounce Back Loan Scheme, respectively. Interest Expense on Loans Payable For the three months ended March 31, 2023 and 2022, the Company recognized interest expense associated with loans payable of $11,556 and $7,414, respectively, and interest income — related parties associated with loans payable of $0 and $4,562, respectively. As of March 31, 2023, the Company had accrued interest and accrued income — related parties associated with loans payable of $56,457 and $1,227, respectively. As of December 31, 2022, the Company had accrued interest and accrued interest — related parties associated with loans payable of $36,422 and $16,770, respectively. See Note 10 — Related Parties for additional details.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8 - COMMITMENTS AND CONTINGENCIES Litigation and Other Loss Contingencies The Company records liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company has no liabilities recorded for loss contingencies as of December 31, 2022. Legal Matters Action Against Former Executive of KBL On September 1, 2021, the Company initiated legal action in the Chancery Court of Delaware against Dr. Marlene Krauss, the Company’s former Chief Executive Officer and director (“Dr. Krauss”) and two of her affiliated companies, KBL IV Sponsor, LLC and KBL Healthcare Management, Inc. (collectively, the “KBL Affiliates”) for, among other things, engaging in unauthorized monetary transfers of the Company’s assets, non-disclosure of financial liabilities within the Company’s Consolidated Financial Statements, issuing shares of stock without proper authorization; and improperly allowing stockholder redemptions to take place. The Company’s complaint alleges causes of action against Dr. Krauss and/or the KBL Affiliates for breach of fiduciary duties, ultra vires acts, unjust enrichment, negligence and declaratory relief, and seeks compensatory damages in excess of $11,286,570, together with interest, attorneys’ fees and costs. There can be no assurance that the Company will be successful in its legal actions. On October 5, 2021, Dr. Krauss and the KBL Affiliates filed an Answer, Counterclaims and Third-Party Complaint (the “Krauss Counterclaims”) against the Company and twelve individuals who are, or were, directors and/or officers of the Company, i.e., Marc Feldmann, Lawrence Steinman, James N. Woody, Teresa DeLuca, Frank Knuettel II, Pamela Marrone, Lawrence Gold, Donald A. McGovern, Jr., Russell T. Ray, Richard W. Barker, Shoshana Shendelman and Ozan Pamir (collectively, the “Third-Party Defendants”). On October 27, 2021, the Company and Ozan Pamir filed an Answer to the Krauss Counterclaims, and all of the other Third-Party Defendants filed a Motion to Dismiss as to the Third-Party Complaint. On January 28, 2022, in lieu of filing an opposition to the Motion to Dismiss, Dr. Krauss and the KBL Affiliates filed a Motion for leave to file amended counterclaims and third-party complaint, and to dismiss six of the current and former directors previously named, i.e., to dismiss Teresa DeLuca, Frank Knuettel II, Pamela Marrone, Russell T. Ray, Richard W. Barker and Shoshana Shendelman. The Motion was granted by stipulation and, on February 24, 2022, Dr. Krauss filed an amended Answer, Counterclaims and Third-Party Complaint (the “Amended Counterclaims”). In essence, the Amended Counterclaims allege (a) that the Company and the remaining Third-Party Defendants breached fiduciary duties to Dr. Krauss by making alleged misstatements against Dr. Krauss in SEC filings and failing to register her shares in the Company so that they could be traded, and (b) the Company breached contracts between the Company and Dr. Krauss for registration of such shares, and also failed to pay to Dr. Krauss the amounts alleged to be owing under a promissory note in the principal amount of $371,178, plus an additional $300,000 under Dr. Krauss’s resignation agreement. The Amended Counterclaims seek unspecified amounts of monetary damages, declaratory relief, equitable and injunctive relief, and attorney’s fees and costs. On March 16, 2022, Donald A. McGovern, Jr. and Lawrence Gold filed a Motion to Dismiss the Amended Counterclaims against them, and the Company and the remaining Third-Party Defendants filed an Answer to the Amended Counterclaims denying the same. On April 19, 2022, Dr. Krauss stipulated to dismiss all of her counterclaims and allegations against both Donald A. McGovern, Jr. and Lawrence Gold, thereby mooting their Motion to Dismiss the Amended Counterclaims against them. The Company and the Third-Party Defendants intend to continue to vigorously defend against all of the Amended Counterclaims, however, there can be no assurance that they will be successful in the legal defense of such Amended Counterclaims. In April 2022, Donald A. McGovern, Jr. and Lawrence Gold were dismissed from the lawsuit as parties. Discovery has not yet commenced in the case. The Company and the Third-Party Defendants intend to continue to vigorously defend against all of the Amended Counterclaims, however, there can be no assurance that they will be successful in the legal defense of such Amended Counterclaims. Action Against the Company by Dr. Krauss On August 19, 2021, Dr. Krauss initiated legal action in the Chancery Court of Delaware against the Company. The original Complaint sought expedited relief and made the following two claims: (1) it alleged that the Company is obligated to advance expenses including, attorney’s fees, to Dr. Krauss for the costs of defending against the SEC and certain Subpoenas served by the SEC on Dr. Krauss; and (2) it alleged that the Company is also required to reimburse Dr. Krauss for the costs of bringing this lawsuit against the Company. On or about September 3, 2021, Dr. Krauss filed an Amended and Supplemental Complaint (the “Amended Complaint”) in this action, which added the further claims that Dr. Krauss is also allegedly entitled to advancement by the Company of her expenses, including attorney’s fees, for the costs of defending against the Third-Party Complaint in the Tyche Capital LLC action referenced below, and the costs of defending against the Company’s own Complaint against Dr. Krauss as described above. On or about September 23, 2021, the Company filed its Answer to the Amended Complaint in which the Company denied each of Dr. Krauss’ claims and further raised numerous affirmative defenses with respect thereto. On November 15, 2021, Dr. Krauss filed a Motion for Summary Adjudication as to certain of the issues in the case, which was opposed by the Company. A hearing on such Motion was held on December 7, 2021, and, on March 7, 2022, the Court issued a decision in the matter denying the Motion for Summary Adjudication in part and granting it in part. The Court then issued an Order implementing such a decision on March 29, 2022. The parties are now engaging in proceedings set forth in that implementing Order. The Court granted Dr. Krauss’s request for advancement of some of the legal fees which Dr. Krauss requested in her Motion, and the Company was required to pay a portion of those fees while it objects to the remaining portion of disputed fees. These legal fees have been accrued on the Company’s balance sheet. On October 10, 2022, Dr. Krauss filed an Application to compel the Company to pay the full amount of fees requested by Dr. Krauss for May-July 2022, and to modify the Court’s Order. The Company filed its Opposition thereto. On January 18, 2023, Dr. Krauss filed a Second Application to compel the Company to pay the full amount of fees requested by Dr. Krauss for August-October 2022, and to modify the Court's Order. The Company filed its Opposition thereto. On May 3, 2023, the Court issued an Order granting both of Dr. Krauss’s Applications for payment of the full amount of requested attorney’s fees for the months of May through October 2022. Notwithstanding the Order, such ruling does not constitute any final adjudication as to whether Dr. Krauss will ultimately be entitled to permanently retain such advancements, and Dr. Krauss has posted an undertaking with the Court affirmatively promising to repay all such amounts if she is eventually found to be liable for the Company’s and/or the SEC’s claims against her. The Company is seeking payment for a substantial portion of such amounts from its director and officers’ insurance policy, of which no assurance can be provided that the directors and officers insurance policy will cover such amounts. See “ Declaratory Relief Action Against the Company by AmTrust International” Action Against Tyche Capital LLC The Company commenced and filed an action against defendant Tyche Capital LLC (“Tyche”) in the Supreme Court of New York, in the County of New York, on April 15, 2021. In its Complaint, the Company alleged claims against Tyche arising out of Tyche’s breach of its written contractual obligations to the Company as set forth in a “Guarantee and Commitment Agreement” dated July 25, 2019, and a “Term Sheet For KBL Business Combination With CannBioRex” dated April 10, 2019 (collectively, the “Subject Guarantee”). The Company alleges in its Complaint that, notwithstanding demand having been made on Tyche to perform its obligations under the Subject Guarantee, Tyche has failed and refused to do so, and is currently in debt to the Company for such failure in the amount of $6,776,686, together with interest accruing thereon at the rate set forth in the Subject Guarantee. On or about May 17, 2021, Tyche responded to the Company’s Complaint by filing an Answer and Counterclaims against the Company alleging that it was the Company, rather than Tyche, that had breached the Subject Guarantee. Tyche also filed a Third-Party Complaint against six third-party defendants, including three members of the Company’s management, Sir Marc Feldmann, Dr. James Woody, and Ozan Pamir (collectively, the “Individual Company Defendants”), claiming that they allegedly breached fiduciary duties to Tyche with regards to the Subject Guarantee. In that regard, on June 25, 2021, each of the Individual Company Defendants filed a Motion to Dismiss Tyche’s Third-Party Complaint against them. On November 23, 2021, the Court granted the Company’s request to issue an Order of attachment against all of Tyche’s shares of the Company’s stock that had been held in escrow. In so doing, the Court found that the Company had demonstrated a likelihood of success on the merits of the case based on the facts alleged in the Company’s Complaint. On February 18, 2022, Tyche filed an Amended Answer, Counterclaims and Third-Party Complaint. On March 22, 2022, the Company and each of the Individual Company Defendants filed a Motion to Dismiss all of Tyche’s claims. A hearing on such Motion to Dismiss was held on August 25, 2022, and the Court granted the Motion to Dismiss entirely as to each of the Individual Company Defendants, and also as to three of the four Counterclaims brought against the Company, only leaving Tyche’s declaratory relief claim. On September 9, 2022, Tyche filed a Notice of Appeal as to the Court’s decision, which has never been briefed or adjudicated. On August 26, 2022, Tyche filed a Motion to vacate or modify the Company’s existing attachment Order against Tyche’s shares of the Company’s stock held in escrow. The Company has filed its Opposition thereto, and the Court summarily denied such Motion without hearing on January 3, 2023. Tyche subsequently filed a Notice of Appeal as to that denial and filed its Opening Brief on January 30, 2023. The Company filed its opposition brief on March 2, 2023, and the matter was taken under submission by the Appellate Court. On May 4, 2023, the Appellate Court issued its decision unanimously affirming the ruling of the lower Court in the Company’s favor. On January 30, 2023, the Company filed a Notice of Motion for Summary Judgment and to Dismiss Affirmative Defenses against Tyche. That motion has been fully briefed, and the Court has scheduled a hearing thereon for June 20, 2023. The Company and the Individual Company Defendants intend to continue to vigorously defend against all of Tyche’s claims; however, there can be no assurance that they will be successful in the legal defense of such claims. Written discovery proceedings and depositions have occurred among the parties. Action Against Ronald Bauer & Samantha Bauer The Company and two of its wholly-owned subsidiaries, Katexco Pharmaceuticals Corp. and CannBioRex Pharmaceuticals Corp. (collectively, the “Company Plaintiffs”), initiated legal action against Ronald Bauer and Samantha Bauer, as well as two of their companies, Theseus Capital Ltd. and Astatine Capital Ltd. (collectively, the “Bauer Defendants”), in the Supreme Court of British Columbia on February 25, 2022. The Company Plaintiffs are seeking damages against the Bauer Defendants for misappropriated funds and stock shares, unauthorized stock sales, and improper travel expenses, in the combined sum of at least $4,395,000 CAD [$3,248,696 USD] plus the additional sum of $2,721,036 USD. The Bauer Defendants filed an answer to the Company Plaintiffs’ claims on May 6, 2022. There can be no assurance that the Company Plaintiffs will be successful in this legal action. Declaratory Relief Action Against the Company by AmTrust International On June 29, 2022, AmTrust International Underwriters DAC (“AmTrust”), which was the premerger directors’ and officers’ insurance policy underwriter for KBL, filed a declaratory relief action against the Company in the U.S. District Court for the Northern District of California (the “Declaratory Relief Action”) seeking declaration of AmTrust’s obligations under the directors’ and officers’ insurance policy. In the Declaratory Relief Action, AmTrust is claiming that as a result of the merger the Company is no longer the insured under the subject insurance policy, notwithstanding the fact that the fees which the Company seeks to recover from AmTrust relate to matters occurring prior to the merger. On September 20, 2022, the Company filed its Answer and Counterclaims against AmTrust for bad faith breach of AmTrust’s insurance coverage obligations to the Company under the subject directors’ and officers’ insurance policy, and seeking damages of at least $2 million in compensatory damages, together with applicable punitive damages. In addition, the Company brought a Third-Party Complaint against its excess insurance carrier, Freedom Specialty Insurance Company (“Freedom”) seeking declaratory relief that Freedom will also be required to honor its policy coverage as soon as the amount of AmTrust’s insurance coverage obligations to the Company have been exhausted. On October 25, 2022, AmTrust filed its Answer to the Company’s Counterclaims and, on October 27, 2022, Freedom filed its Answer to the Third-Party Complaint. On November 22, 2022, the Company filed a Motion for Summary Adjudication against both AmTrust and Freedom. The Motion was fully briefed, and a hearing was held on March 9, 2023. The standard to prevail on a Motion for Summary Adjudication in the Court is high to prevail and requires a judge to find that there are no disputed issues of fact so that they can rule on the issues as a matter of law. In this instance the judge found three major issues could be decided as a matter of law in the Company’s favor and that one issue, the Change in Control exclusion, requires further discovery. On April 21, 2023, the Court issued an Order Granting in Part and Denying in Part the Company’s Motion for Partial Summary Judgment. Specifically, the Court granted summary adjudication in favor of the Company on the following issues: (a) that the Company is, in fact, an insured under both the AmTrust and Freedom insurance policies; (b) that certain SEC subpoena related expenses for defendants Dr. Marlene Krauss, the Company’s former Chief Executive Officer and Director, and George Hornig, the former Chairman of the Board, are within the basic scope of coverage under both the AmTrust and Freedom insurance policies; and (c) that the Insured vs. Insured exclusion relied upon by AmTrust and Freedom is not applicable to bar any such coverage. The Court also found that there were issues of disputed facts as to the Change in Control exclusion contained within the policies, which therefore precluded the Court from granting the remainder of the Company’s requests for summary adjudication as a matter of law. Accordingly, the Court, at this time, denied the Company’s further requests for summary adjudication and deemed that for the time being, the Change in Control issue is to be determined at the time of trial, in order to find that the policies (i) provide coverage for the fees which the Company has advanced and will advance to Dr. Marlene Krauss and George Hornig; (ii) that AmTrust has breached the policy; (iii) that AmTrust must pay such expenses of the Company; and that, once the AmTrust policy has been exhausted, (iv) Freedom will be obligated to pay such expenses of the Company pursuant to its policy. The Company intends to continue to vigorously pursue this final matter in order to establish the Company’s entitlement to full payment by both AmTrust and Freedom of the subject advancement expenses of the Company. While the Company continues to believe it has a strong case against both AmTrust and Freedom, and believes the Court ruling in its favor in regards to the matters discussed above is a significant positive outcome for the Company, there can be no assurance that the Company will prevail in this action.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
Stockholders' Equity	Mar. 31, 2023
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	NOTE 9 – STOCKHOLDERS’ EQUITY Reverse Stock-Split during 2022 On December 15, 2022, at a Special Meeting of the Stockholders of the Company, the stockholders of the Company approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $0.0001 per share, by a ratio of between one-for-four to one-for-twenty, inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to December 15, 2023 (the “Stockholder Authority”). On December 15, 2022, the Company’s Board of Directors (the “Board”), with the Stockholder Authority, approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to affect a reverse stock split of its common stock at a ratio of 1-for-20 (the “Reverse Stock Split”). Pursuant to the Certificate of Amendment filed to affect the Reverse Stock Split, the Reverse Stock Split was effective on December 19, 2022 and the shares of the Company’s common stock began trading on the NASDAQ Capital Market (“ NASDAQ Because the Certificate of Amendment did not reduce the number of authorized shares of common stock, the effect of the Reverse Stock Split was to increase the number of shares of common stock available for issuance relative to the number of shares issued and outstanding. The Reverse Stock Split did not alter the par value of the common stock or modify any voting rights or other terms of the common stock. Any fractional shares remaining after the Reverse Stock Split were rounded up to the nearest whole share. With regards to the Company’s 2020 Omnibus Incentive Plan and the 2022 Omnibus Incentive Plan, the Company’s Compensation Committee and Board deem it in the best interests of the Company and its stockholders to (i) adjust the number of shares of Company common stock available for issuance under the Incentive Plans downward by a factor of 20 (with any fractional shares rounded down to the nearest whole share); (ii) reduce the number of shares of common stock issuable upon each outstanding option to purchase shares of common stock of the Company, and all other outstanding awards, by a factor of 20 (with any fractional shares rounded down to the nearest whole share); and (iii) adjust the exercise price of any outstanding options to purchase shares of common stock previously granted under the Incentive Plans up by a factor of 20 (rounded up to the nearest whole cent), in each case to adjust equitably for the Exchange Ratio of the Reverse Stock Split, which such adjustments effective automatically upon effectiveness of the Reverse Stock Split. The effects of the one-for-twenty reverse stock split have been retroactively reflected throughout the financial statements and notes to the financial statements. Restricted Stock Shares During the quarter ended March 31, 2023, the Company did not issue any additional restricted shares of the Company’s common stock, or Restricted Stock Shares, as compensation to consultants. Per the two-year consulting agreement which evidences the issuance of 600 restricted shares issued during 2022, the Restricted Stock Shares were issued at the beginning of the contract term and annually and vest monthly over a period of 24 months. The Company recognized stock-based compensation expense related to the amortization of the Restricted Stock Shares of $8,100 for the three months ended March 31, 2023. Below is a table summarizing the Restricted Stock Shares granted and outstanding as of and for the quarter ended March 31, 2023: Unvested Weighted Stock FV Price Unvested as of January 1, 2023 275 $ 81.00 Granted - - Vested (100 ) 81.00 Forfeited (55 ) - Unvested as of March 31, 2022 120 81.00 Total unrecognized expense remaining $ 9,720 Weighted-average years expected to be recognized over 0.75 - Stock Options A summary of the option activity during the quarter ended March 31, 2023 is presented below: Weighted Weighted Average Average Remaining Number of Exercise Term Intrinsic Options Price (Years) Value Outstanding, January 1, 2023 162,956 $ 84.63 8.6 - Granted - - - - Exercised - - - - Expired - - - - Forfeited (10,911 ) - - - Outstanding, March 31, 2023 152,045 $ 85.03 8.1 $ - Exercisable, March 31, 2023 101,759 $ 84.34 7.9 $ - A summary of outstanding and exercisable stock options as of March 31, 2023 is presented below: Stock Options Outstanding Stock Options Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 49.80 2,500 7.7 2,500 $ 88.60 79,000 7.9 59,689 $ 151.20 21,800 8.3 9,083 $ 79.00 22,839 6.8 18,673 $ 27.20 25,906 9.1 11,814 152,045 7.9 101,759 The Company recognized stock-based compensation expense of $557,421 for the three months ended March 31, 2023 related to the amortization of stock options and restricted stock shares; expense of $470,703 is included within general and administrative expenses on the condensed consolidated statements of operations for the three month period and expense of $86,718 is included within research and development expenses on the condensed consolidated statements of operations for the three month period. The Company recognized stock-based compensation expense of $596,467 for the three months ended March 31, 2022 related to the amortization of stock options. Expense of $514,696 is included within general and administrative expenses and expense of $81,771 is included within research and development expenses on the condensed consolidated statements of operations. As of March 31, 2023, there was $2,981,420 of unrecognized stock-based compensation expense related to stock options that will be recognized over the weighted average remaining vesting period of 1.8 years, as well as $9,720 of unrecognized expense related to Restricted Stock Shares that will be recognized over the weighted average remaining vesting period of 0.75 years. Warrants A summary of the warrant activity (including both liability and equity classified instruments) during the quarter ended March 31, 2023 is presented below: Number of Weighted Weighted Intrinsic Outstanding, January 1, 2023 3,435,728 $ 33.94 5.1 $ - Issued - - - - Exercised - - - - Cancelled - - - - Expired - - - - Outstanding, March 31, 2023 3,435,728 $ 33.94 4.8 $ - Exercisable, March 31, 2023 3,435,728 $ 33.94 4.8 - A summary of outstanding and exercisable warrants as of March 31, 2023 is presented below: Warrants Outstanding Warrants Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 100.00 128,200 2.9 128,200 $ 105.60 3,183 2.1 3,183 $ 141.40 1,250 1.3 1,250 $ 150.00 125,000 3.4 125,000 $ 230.00 300,062 2.6 300,062 $ 21.20 306,604 4.8 306,604 $ 3.50 2,571,429 5.2 2,571,429 3,435,728 4.8 3,435,728

Related Parties

Related Parties	3 Months Ended
Related Parties	Mar. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTIES	NOTE 10 - RELATED PARTIES Accrued Expenses - Related Parties Accrued expenses - related parties was $228,581 and $188,159 as of March 31, 2023 and 2022, respectively, and consists of accrued consulting fees for services provided by certain directors and consultants, interest accrued on loans and convertible notes due to certain officers and directors of the Company, as well as deferred compensation for certain executives. Research and Development Expenses - Related Parties Research and Development Expenses – Related Parties of $216,684 and $47,718 during the quarters ended March 31, 2023 and 2022, respectively, are related to consulting and professional fees paid to current or former officers, directors or greater than 5% stockholders, or affiliates thereof. General and Administrative Expenses - Related Parties General and Administrative Expenses – Related Parties during the three months ended March 31, 2023 and 2022 were $0 and $5,261, respectively. These expenses relate to professional fees paid to current or former officers, directors or greater than 5% stockholders, or affiliates thereof. Interest (Expense) Income - Related Parties During the three months ended March 31, 2023 and 2022, the Company recorded $0 and $4,562, respectively, of interest expense/income - related parties related to loans from greater than 5% stockholders or affiliates of the Company.

Subsequent Events

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 - SUBSEQUENT EVENTS April 2023 Offering On April 5, 2023, the Company entered into a Securities Purchase Agreement with certain purchasers, pursuant to which the Company agreed to sell an aggregate of 400,000 shares of common stock, pre-funded warrants to purchase up to an aggregate of 1,170,860 shares of common stock, and common stock warrants to purchase up to an aggregate of 1,570,680 shares of common stock, at a combined purchase price of $1.91 per share and warrant. Aggregate gross proceeds from the April 2023 Offering were approximately $3,000,000, and the April 2023 Offering closed on April 10, 2023. The April 2023 Pre-Funded Warrants have an exercise price equal to $0.0001, are immediately exercisable and are subject to customary anti-dilution adjustments for stock splits or dividends or other similar transactions. The exercise price of the April 2023 Pre-Funded Warrants will not be subject to adjustment as a result of subsequent equity issuances at effective prices lower than the then-current exercise price. The April 2023 Pre-Funded Warrants are exercisable until they are exercised in full. The April 2023 Pre-Funded Warrants are subject to a provision prohibiting the exercise of such April 2023 Pre-Funded Warrants to the extent that, after giving effect to such exercise, the holder of such April 2023 Pre-Funded Warrants (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 9.99% of the Company’s outstanding common stock (which may be increased or decreased, with 61 days prior written notice by the holder). Although the April 2023 Pre-Funded Warrants have a tender offer provision, the April 2023 Pre-Funded Warrants were determined to be equity-classified because they met the limited exception in the case of a change-in-control. Because the April 2023 Pre-Funded Warrants are equity-classified, the placement agent fees and offering expenses will be accounted for as a reduction of additional paid in capital. The April 2023 Common Warrants have an exercise price equal to $1.78 per share, are exercisable 6 months following the closing of the April 2023 Offering (the “Initial Exercise Date”) and are subject to customary anti-dilution adjustments for stock splits or dividends or other similar transactions. The exercise price of the April 2023 Common Warrants will not be subject to adjustment as a result of subsequent equity issuances at effective prices lower than the then-current exercise price. The April 2023 Common Warrants are exercisable for 5 years following the Initial Exercise Date. The April 2023 Common Warrants are subject to a provision prohibiting the exercise of such April 2023 Common Warrants to the extent that, after giving effect to such exercise, the holder of such April 2023 Common Warrants (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 4.99% of the Company’s outstanding common stock (which may be increased or decreased, with 61 days prior written notice by the holder). Although the April 2023 Common Warrants have a tender offer provision, the April 2023 Common Warrants were determined to be equity-classified because they met the limited exception in the case of a change-in-control. Because the April 2023 Common Warrants are equity-classified, the placement agent fees and offering expenses will be accounted for as a reduction of additional paid in capital. On April 5, 2023, all 1,170,860, of the April 2023 Pre-funded Warrants were exercised for a total value of $117; there are no remaining outstanding April 2023 Pre-funded Warrants. No April 2023 Common Warrants have been exercised. Amendment to Common Warrant Agreements for the July 2022 and December 2022 Offerings On April 5, 2023, the Company entered into an Amendment to the common warrant agreements for the July 2022 and December 2022 Offerings, whereby the warrants to purchase up to 2,571,429 (with an original exercise price of $3.50 per share) and 306,604 shares (with an original exercise price of $1.06 per share), respectively, were amended to have an exercise price of $1.78 per share and for their expiration date to be extended to expire on October 10, 2028. Amendments to Executive Employment Agreements On April 27, 2023, and effective on January 1, 2023, the Company entered into (a) a Third Amendment to Employment Agreement with James N. Woody, M.D., Ph.D., the Chief Executive Officer and Director of the Company, and (b) a Third Amendment to Employment Agreement with Jonathan Rothbard, Ph.D., Chief Scientific Officer of the Company and on May 8, 2023 and effective on January 1, 2023, the Company entered into an Amended and Corrected Third Amendment to Employment Agreement with Ozan Pamir, the Chief Financial Officer of the Company (collectively, the “Amendments”), which each amended the compensation agreements currently in place with such individuals. The Amendments reflect (a) an increase in the salary of each of Dr. Woody, Mr. Pamir and Dr. Rothbard of 3.5%, effective as of January 1, 2023; and (b) in the case of Mr. Pamir, a further increase in salary to $380,000 per annum and increase in his target bonus to 40%, effective April 1, 2023, as well as a change in his title from Interim Chief Financial Officer to Chief Financial Officer. The foregoing description of the Amendments does not purport to be complete and is qualified in their entirety by reference to the Amendments, copies of which were attached as Exhibits 10.1 through Exhibit 10.3, respectively, on a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2023, and incorporated herein by reference. Effective April 27, 2023, the Board of Directors, with the recommendation of the Compensation Committee of the Board of Directors, approved the payment of $111,675 to Dr. Woody; $24,154 to Mr. Pamir; and $50,343 to Dr. Rothbard, in back pay owed to such officers.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
Accounting Policies, by Policy (Policies)	Mar. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Cash and Cash Equivalents	Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies as set forth in the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2022 under Note 3 - Summary of Significant Accounting Policies, except as disclosed in this note.
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the quarter ended March 31, 2023 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2023. For further information, refer to the financial statements and footnotes included in the Company’s annual financial statements for the fiscal year ended December 31, 2022, which are included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2023.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the condensed consolidated financial statements. The Company’s significant estimates and assumptions used in these condensed consolidated financial statements include, but are not limited to, the collectability of an insurance claims receivable, the fair value of financial instruments warrants, options and equity shares, the valuation of stock-based compensation, and the estimates and assumptions related to impairment analysis of in-process research and development assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and may cause actual results to differ from those estimates.
Foreign Currency Translation	Foreign Currency Translation The Company’s reporting currency is the United States dollar. The functional currency of certain subsidiaries was the British Pound (“GBP”) (1.2345 and 1.2098 GBP to 1 US dollar, each as of March 31, 2023 and December 31, 2022, respectively) for balance sheet accounts, while expense accounts are translated at the weighted average exchange rate for the period (1.2138 and 1.3413 GBP to 1 US dollar for each of the three months ended March 31, 2023 and 2022, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income. Comprehensive income (loss) is defined as the change in equity of an entity from all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments as described above. During the quarter ended March 31, 2023 and 2022, the Company recorded other comprehensive income (loss) of $663 and ($728,081), respectively, as a result of foreign currency translation adjustments. Foreign currency gains and losses resulting from transactions denominated in foreign currencies, including intercompany transactions, are included in results of operations. The Company recognized ($1,117) and ($142) of foreign currency transaction losses for the three months ended March 31, 2023 and 2022, respectively. Such amounts have been classified within general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss).
Intangible Assets and In-Process Research and Development	Intangible Assets and In-Process Research and Development (“IP R&D”) Intangible assets consist of licensed patents held by Katexco Pharmaceuticals Corp. (“Katexco”), a wholly-owned subsidiary of the Company, as well as technology licenses acquired in connection with the July 2019, corporate restructuring completed between the Company and each of 180 Therapeutics L.P. (“180 LP”), Katexco and CannBioRex Pharmaceuticals Corp. (“CBR Pharma”), pursuant to which each of 180 LP, Katexco and CBR Pharma became wholly-owned subsidiaries of the Company (the “ Reorganization IP R&D assets represent the fair value assigned to technologies that were acquired on July 16, 2019 in connection with the Reorganization, which have not reached technological feasibility and have no alternative future use. IP R&D assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development projects. During the period that the IP R&D assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if the Company becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IP R&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval, and the Company is able to commercialize products associated with the IP R&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives at that point in time. If development is terminated or abandoned, the Company may record a full or partial impairment charge related to the IP R&D assets, calculated as the excess of the carrying value of the IP R&D assets over their estimated fair value. As of December 31, 2022, the carrying amount of the IP R&D assets on the balance sheet was $12,405,084 (which consists of carrying amounts of $1,462,084 and $10,943,000 related to the Company’s CBR Pharma subsidiary and its 180 LP subsidiary, respectively). Per the valuation obtained from a third party as of year-end, the fair market value of the Company’s IP R&D assets was determined to be $9,063,000 (which consisted of fair values of $0 and $9,063,000 related to the Company’s CBR Pharma subsidiary and 180 LP subsidiary, respectively). As of that measurement date, the carrying values of the CBR Pharma and 180 LP subsidiaries’ assets exceeded their fair market values by $1,462,084 and $1,880,000, respectively. As such, management determined that the consolidated IP R&D assets were impaired by $3,342,084 and, in order to recognize the impairment, the Company recorded a loss for this amount during the fourth quarter of 2022, which appeared as a loss on impairment to IP R&D assets on the income statement. This reduced the IP R&D asset balances of its CBR Pharma subsidiary and its 180 LP subsidiary to zero and $9,063,000, respectively, as of December 31, 2022; and the total consolidated IP R&D asset balance was $9,063,000 after impairment. As of March 31, 2023, the carrying amount of the IP R&D assets on the balance sheet was $9,063,000 (which consists of a balance related to the Company’s 180 LP subsidiary); the Company typically assesses asset impairment on an annual basis unless a triggering event or other facts or circumstances indicate that an evaluation should be performed at an earlier date. At the end of the current period, the Company assessed general economic conditions, industry and market considerations, the Company’s financial performance and all relevant legal, regulatory, and political factors that might indicate the possibility of impairment and concluded that, when these factors were collectively evaluated, it is more likely than not that the asset is not impaired. The Company and its management will continue to perform intangible assets and IP R&D assets impairment testing on an annual basis, or as needed if there are changes to the composition of its reporting unit or facts or circumstances are present which indicate the possibility of impairment.
Net (Loss) Income Per Common Share	Net (Loss) Income Per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive. The following table details the net income (loss) per share calculation, reconciles between basic and diluted weighted average shares outstanding, and presents the potentially dilutive shares that are excluded from the calculation of the weighted average diluted common shares outstanding, because their inclusion would have been anti-dilutive: For the Three Months Ended 2023 2022 Numerator: Net (loss) income $ (4,762,078 ) $ 1,563,713 Weighted average shares outstanding (denominator for basic earnings per share) 3,747,145 1,702,997 Effects of dilutive securities: Assumed exercise of stock options, treasury stock method - 442 Dilutive potential common shares - 442 Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method) 3,747,145 1,703,439 Basic earnings per share $ (1.27 ) $ 0.92 Diluted earnings per share $ (1.27 ) $ 0.92 The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive: For the Three Months Ended 2023 2022 Options 152,045 134,550 Warrants 3,435,728 557,696 Total potentially dilutive shares 3,587,773 692,246
Warrant, Option and Convertible Instrument Valuation	Warrant, Option and Convertible Instrument Valuation The Company has computed the fair value of warrants and options using a Black-Scholes model. The expected term used for warrants is the contractual life and the expected term used for options issued is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued.
Subsequent Events	Subsequent Events The Company has evaluated events that have occurred after the balance sheet date but before these condensed consolidated financial statements were issued. Based upon that evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed in Note 11 - Subsequent Events.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended
Summary of Significant Accounting Policies (Tables)	Mar. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Schedule of anti dilutive common shares	For the Three Months Ended 2023 2022 Numerator: Net (loss) income $ (4,762,078 ) $ 1,563,713 Weighted average shares outstanding (denominator for basic earnings per share) 3,747,145 1,702,997 Effects of dilutive securities: Assumed exercise of stock options, treasury stock method - 442 Dilutive potential common shares - 442 Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method) 3,747,145 1,703,439 Basic earnings per share $ (1.27 ) $ 0.92 Diluted earnings per share $ (1.27 ) $ 0.92 For the Three Months Ended 2023 2022 Options 152,045 134,550 Warrants 3,435,728 557,696 Total potentially dilutive shares 3,587,773 692,246

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	3 Months Ended
Prepaid Expenses and Other Current Assets (Tables)	Mar. 31, 2023
Prepaid Expenses and Other Current Assets [Abstract]
Schedule of prepaid expenses	March 31, December 31 2023 2022 Insurance $ 754,217 $ 1,027,292 Research and development expense tax credit receivable 322,129 546,563 Professional fees 438,501 310,017 Value-added tax receivable 9,734 48,774 Taxes 25,634 25,634 $ 1,550,215 $ 1,958,280

Accrued Expenses (Tables)

Accrued Expenses (Tables)	3 Months Ended
Accrued Expenses (Tables)	Mar. 31, 2023
Accrued Expenses [Abstract]
Schedule of accrued expenses	March 31, December 31, 2023 2022 Consulting fees $ 517,489 $ 531,829 Professional fees - 3,945 Litigation accrual (1) 764,556 125,255 Employee and director compensation 1,305,521 1,558,024 Research and development fees 165,395 22,023 Interest 56,457 36,422 Other 11,595 7,018 $ 2,821,013 $ 2,284,516 (1) See Note 8 - Commitments and Contingencies, Legal Matters

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	3 Months Ended
Derivative Liabilities (Tables)	Mar. 31, 2023
Derivative Liabilities [Abstract]
Schedule of derivative liabilities	Warrants Public Private SPAC SPAC PIPE Other Total Balance as of January 1, 2023 $ 31,625 $ 1,256 $ 42,100 $ 400 $ 75,381 Change in fair value of derivative liabilities (21,390 ) (1,005 ) (30,600 ) (328 ) (53,323 ) Balance as of March 31, 2023 $ 10,235 $ 251 $ 11,500 $ 72 $ 22,058
Schedule of option pricing models	March 31, Risk-free interest rate 3.71% - 4.40 % Expected term in years 1.34 – 2.90 Expected volatility 103.5% - 106.0 % Expected dividends 0 % Market Price $ 1.80 December 31, Risk-free interest rate 2.30% - 4.50 % Expected term in years 1.59 – 3.90 Expected volatility 76.0% - 105.0 % Expected dividends 0 % Market Price $ 3.39

Loans Payable (Tables)

Loans Payable (Tables)	3 Months Ended
Loans Payable (Tables)	Mar. 31, 2023
Loans Payable [Abstract]
Schedule of loans payable activity	Principal balance at December 31, 2022 Principal repaid in cash Effect of foreign exchange rates Principal balance at March 31, 2023 Bounce Back Loan $ 43,129 $ (3,018 ) $ 881 $ 40,992 First Insurance - 2022 1,060,890 (466,792 ) - 594,098 Other loans payable 235,686 - 158 235,844 Total loans payable $ 1,339,705 $ (469,810 ) $ 1,039 $ 870,934 Less: loans payable – current portion 1,308,516 842,202 Loans payable – noncurrent portion $ 31,189 $ 28,732

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	3 Months Ended
Stockholders' Equity (Tables)	Mar. 31, 2023
Stockholders' Equity Note [Abstract]
Schedule of restricted stock shares granted and outstanding	Unvested Weighted Stock FV Price Unvested as of January 1, 2023 275 $ 81.00 Granted - - Vested (100 ) 81.00 Forfeited (55 ) - Unvested as of March 31, 2022 120 81.00 Total unrecognized expense remaining $ 9,720 Weighted-average years expected to be recognized over 0.75 -
Schedule of option activity	Weighted Weighted Average Average Remaining Number of Exercise Term Intrinsic Options Price (Years) Value Outstanding, January 1, 2023 162,956 $ 84.63 8.6 - Granted - - - - Exercised - - - - Expired - - - - Forfeited (10,911 ) - - - Outstanding, March 31, 2023 152,045 $ 85.03 8.1 $ - Exercisable, March 31, 2023 101,759 $ 84.34 7.9 $ - Number of Weighted Weighted Intrinsic Outstanding, January 1, 2023 3,435,728 $ 33.94 5.1 $ - Issued - - - - Exercised - - - - Cancelled - - - - Expired - - - - Outstanding, March 31, 2023 3,435,728 $ 33.94 4.8 $ - Exercisable, March 31, 2023 3,435,728 $ 33.94 4.8 -
Schedule of outstanding and exercisable stock options	Stock Options Outstanding Stock Options Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 49.80 2,500 7.7 2,500 $ 88.60 79,000 7.9 59,689 $ 151.20 21,800 8.3 9,083 $ 79.00 22,839 6.8 18,673 $ 27.20 25,906 9.1 11,814 152,045 7.9 101,759 Warrants Outstanding Warrants Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 100.00 128,200 2.9 128,200 $ 105.60 3,183 2.1 3,183 $ 141.40 1,250 1.3 1,250 $ 150.00 125,000 3.4 125,000 $ 230.00 300,062 2.6 300,062 $ 21.20 306,604 4.8 306,604 $ 3.50 2,571,429 5.2 2,571,429 3,435,728 4.8 3,435,728

Going Concern and Management'_2

Going Concern and Management's Plans (Details) shares in Millions	3 Months Ended
	Mar. 31, 2023 USD ($) shares
Going Concern and Management's Plans (Details) [Line Items]
Accumulated deficit	$ 112,170,623
Working capital deficit	925,565
Net Loss	4,762,078
Cash used in operations	$ 3,869,891
Aggregate shares (in Shares) \| shares	0.4
Gross proceeds	$ 3,000,000
Pre-Funded Warrants (Member)
Going Concern and Management's Plans (Details) [Line Items]
Purchase warrants (in Shares) \| shares	1.2
Warrant [Member]
Going Concern and Management's Plans (Details) [Line Items]
Purchase warrants (in Shares) \| shares	1.6

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Summary of Significant Accounting Policies (Details) [Line Items]
Foreign currency translation description	The functional currency of certain subsidiaries was the British Pound (“GBP”) (1.2345 and 1.2098 GBP to 1 US dollar, each as of March 31, 2023 and December 31, 2022, respectively) for balance sheet accounts, while expense accounts are translated at the weighted average exchange rate for the period (1.2138 and 1.3413 GBP to 1 US dollar for each of the three months ended March 31, 2023 and 2022, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income.
Other comprehensive gain (loss)	$ 663	$ (728,081)
Foreign currency transaction gain loss	(1,117)	$ (142)
Carrying amount	$ 9,063,000		$ 12,405,084
Fair market value			9,063,000
Assets impaired			3,342,084
Total asset balance			9,063,000
Minimum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Carrying amount			1,462,084
Fair market value			0
Assets exceeded market values			1,462,084
Asset balances CBR pharma subsidiary			0
Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Carrying amount			10,943,000
Fair market value			9,063,000
Assets exceeded market values			1,880,000
Asset balances CBR pharma subsidiary			$ 9,063,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of anti dilutive common shares - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Schedule of Anti Dilutive Common Shares [Abstract]
Net (loss) income (in Dollars)	$ (4,762,078)	$ 1,563,713
Weighted average shares outstanding (denominator for basic earnings per share)	3,747,145	1,702,997
Assumed exercise of stock options, treasury stock method (in Dollars)		$ 442
Dilutive potential common shares		442
Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method)	3,747,145	1,703,439
Basic earnings per share (in Dollars per share)	$ (1.27)	$ 0.92
Diluted earnings per share (in Dollars per share)	$ (1.27)	$ 0.92
Options	152,045	134,550
Warrants	3,435,728	557,696
Total potentially dilutive shares	3,587,773	692,246

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Schedule of Prepaid Expenses [Abstract]
Insurance	$ 754,217	$ 1,027,292
Research and development expense tax credit receivable	322,129	546,563
Professional fees	438,501	310,017
Value-added tax receivable	9,734	48,774
Taxes	25,634	25,634
Total	$ 1,550,215	$ 1,958,280

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($)	3 Months Ended	12 Months Ended
Accrued Expenses (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Accrued Expenses [Abstract]
Accrued expenses related parties	$ 228,581	$ 188,159

Accrued Expenses (Details) - Sc

Accrued Expenses (Details) - Schedule of accrued expenses - USD ($)		3 Months Ended	12 Months Ended
		Mar. 31, 2023	Dec. 31, 2022
Schedule of Accrued Expenses [Abstract]
Consulting fees		$ 517,489	$ 531,829
Professional fees			3,945
Litigation accrual	[1]	764,556	125,255
Employee and director compensation		1,305,521	1,558,024
Research and development fees		165,395	22,023
Interest		56,457	36,422
Other		11,595	7,018
Total		$ 2,821,013	$ 2,284,516

[1] See Note 8 - Commitments and Contingencies, Legal Matters

Derivative Liabilities (Details

Derivative Liabilities (Details) - USD ($)			3 Months Ended
Derivative Liabilities (Details) - USD ($)	Mar. 12, 2021	Nov. 06, 2020	Mar. 31, 2023	Feb. 23, 2021
Derivative Liabilities (Details) [Line Items]
Fair value of derivative liabilities			$ 141.4
Warrant revalued			72
Beneficial ownership	4.99%
Business combination warrants value			$ 0
Outstanding warrants, Percentage			15%
Private Placement [Member]
Derivative Liabilities (Details) [Line Items]
Aggregate amount (in Shares)			502,500
Warrant, description			Each Private Warrant entitles the holder to purchase one-fortieth of one share of the Company’s common stock at an exercise price of $5.75 per 1/40th of one share, or $230.00 per whole share, subject to adjustment.
SPAC warrants			$ 1,005
Fair value of derivative liabilities			$ 251
Public SPAC Warrants [Member]
Derivative Liabilities (Details) [Line Items]
Warrant, description			Each Public SPAC Warrant entitles the holder to purchase one-fortieth of one share of the Company’s common stock at an exercise price of $5.75 per 1/40th of one share, or $230.00 per whole share, subject to adjustment.
SPAC warrants			$ 10,235
Fair value of derivative liabilities			$ 21,390
Public SPAC Warrants [Member] \| IPO [Member]
Derivative Liabilities (Details) [Line Items]
Aggregate amount (in Shares)			11,500,000
PIPE Warrants [Member]
Derivative Liabilities (Details) [Line Items]
Fair value of derivative liabilities			$ 30,600
Purchase of shares of common stock (in Shares)				128,200
Exercise price per share (in Dollars per share)				$ 100
Fair value of PIPE warrants				$ 7,294,836
Warrant revalued			11,500
Alpha Warrant [Member]
Derivative Liabilities (Details) [Line Items]
Fair value of PIPE warrants			$ 95,677
Beneficial ownership			4.99%
AGP Warrant [Member]
Derivative Liabilities (Details) [Line Items]
Exercise price per share (in Dollars per share)		$ 105.6
Warrant revalued			$ 328
Purchase of aggregate shares (in Shares)	3,183	3,183
Exercise price per share (in Dollars per share)	$ 105.6

Derivative Liabilities (Detai_2

Derivative Liabilities (Details) - Schedule of derivative liabilities	3 Months Ended
	Mar. 31, 2023 USD ($)
Public SPAC Warrants [Member]
Debt Conversion [Line Items]
Beginning balance	$ 31,625
Change in fair value of derivative liabilities	(21,390)
Ending balance	10,235
Private SPAC Warrants [Member]
Debt Conversion [Line Items]
Beginning balance	1,256
Change in fair value of derivative liabilities	(1,005)
Ending balance	251
PIPE Warrants [Member]
Debt Conversion [Line Items]
Beginning balance	42,100
Change in fair value of derivative liabilities	(30,600)
Ending balance	11,500
Other Warrants [Member]
Debt Conversion [Line Items]
Beginning balance	400
Change in fair value of derivative liabilities	(328)
Ending balance	72
Convertible Notes Payable [Member]
Debt Conversion [Line Items]
Beginning balance	75,381
Change in fair value of derivative liabilities	(53,323)
Ending balance	$ 22,058

Derivative Liabilities (Detai_3

Derivative Liabilities (Details) - Schedule of option pricing models - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Expected dividends	0%	0%
Market Price (in Dollars per share)	$ 1.8	$ 3.39
Minimum [Member]
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Risk-free interest rate	3.71%	2.30%
Expected term in years	1 year 4 months 2 days	1 year 7 months 2 days
Expected volatility	103.50%	76%
Maximum [Member]
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Risk-free interest rate	4.40%	4.50%
Expected term in years	2 years 10 months 24 days	3 years 10 months 24 days
Expected volatility	106%	105%

Loans Payable (Details)

Loans Payable (Details) - USD ($)	3 Months Ended		12 Months Ended
Loans Payable (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Loans Payable (Details) [Line Items]
Cash proceed	$ 3,018
Interest expense	11,556	$ 7,414
Loans payable	0	$ 4,562
Accrued income	1,227
Interest expense on loans payable, description.			As of December 31, 2022, the Company had accrued interest and accrued interest — related parties associated with loans payable of $36,422 and $16,770, respectively. See Note 10 — Related Parties for additional details.
PPP Loans [Member]
Loans Payable (Details) [Line Items]
Accrued interest	56,457
Bounce Back Loan Scheme [Member]
Loans Payable (Details) [Line Items]
Cash proceed	$ 466,792

Loans Payable (Details) - Sched

Loans Payable (Details) - Schedule of loans payable activity	3 Months Ended
	Mar. 31, 2023 USD ($)
Loans Payable (Details) - Schedule of loans payable activity [Line Items]
Principal beginning balance	$ 1,339,705
Adjustments	(469,810)
Principal Repaid in Cash	1,039
New Issuances	870,934
Less: Principal beginning balance loans payable – current portion	1,308,516
Less: Principal beginning balance loans payable – current portion	842,202
Principal beginning balance Loans payable – non-current portion	31,189
Principal beginning balance Loans payable – non-current portion	28,732
Bounce Back Loan Scheme [Member]
Loans Payable (Details) - Schedule of loans payable activity [Line Items]
Principal beginning balance	43,129
Adjustments	(3,018)
Principal Repaid in Cash	881
New Issuances	40,992
First Assurance - 2020 [Member]
Loans Payable (Details) - Schedule of loans payable activity [Line Items]
Principal beginning balance	1,060,890
Adjustments	(466,792)
Principal Repaid in Cash
New Issuances	594,098
Other loans payable [Member]
Loans Payable (Details) - Schedule of loans payable activity [Line Items]
Principal beginning balance	235,686
Adjustments
Principal Repaid in Cash	158
New Issuances	$ 235,844

Commitments and Contingencies (

Commitments and Contingencies (Details)					3 Months Ended
Commitments and Contingencies (Details)	Feb. 24, 2022 USD ($)	Sep. 20, 2021 USD ($)	Sep. 03, 2021	Sep. 01, 2021 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2023 CAD ($)
Commitments and Contingencies (Details) [Line Items]
Compensatory damages in excess				$ 11,286,570
Principal amount	$ 371,178
Additional amount	$ 300,000
Interest accruing					$ 6,776,686
Commitments combined amount					3,248,696	$ 4,395,000
Additional sum of amount					$ 2,721,036
Settlement paying amount		$ 2,000,000
Consulting Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Related party transaction, description					The Company records liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.	The Company records liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
Stanford [Member]
Commitments and Contingencies (Details) [Line Items]
Related party transaction, description			On or about September 3, 2021, Dr. Krauss filed an Amended and Supplemental Complaint (the “Amended Complaint”) in this action, which added the further claims that Dr. Krauss is also allegedly entitled to advancement by the Company of her expenses, including attorney’s fees, for the costs of defending against the Third-Party Complaint in the Tyche Capital LLC action referenced below, and the costs of defending against the Company’s own Complaint against Dr. Krauss as described above.
Oxford [Member] \| CBR [Member]
Commitments and Contingencies (Details) [Line Items]
Related party transaction, description			On or about September 23, 2021, the Company filed its Answer to the Amended Complaint in which the Company denied each of Dr. Krauss’ claims and further raised numerous affirmative defenses with respect thereto.
Yissum [Member] \| CBR [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting commitments, description					The Company is seeking payment for a substantial portion of such amounts from its director and officers’ insurance policy, of which no assurance can be provided that the directors and officers insurance policy will cover such amounts.	The Company is seeking payment for a substantial portion of such amounts from its director and officers’ insurance policy, of which no assurance can be provided that the directors and officers insurance policy will cover such amounts.

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)	3 Months Ended
Stockholders' Equity (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 15, 2022
Stockholders' Equity (Details) [Line Items]
Par value per share (in Dollars per share)	$ 0.0001		$ 0.0001	$ 0.0001
Restricted shares (in Shares)	600
Restricted shares value	$ 8,100
Gain (loss) on settlement of liabilities	557,421
General and administrative expenses	514,696	$ 5,261
Research and development expenses	81,771
Compensation expense	596,467
Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
General and administrative expenses	470,703
Research and development expenses	86,718
Stock Options [Member]
Stockholders' Equity (Details) [Line Items]
Unrecognized stock-based compensation expense	$ 2,981,420
Weighted average remaining vesting period	1 year 9 months 18 days
Restricted Stock [Member]
Stockholders' Equity (Details) [Line Items]
Unrecognized stock-based compensation expense	$ 9,720
Weighted average remaining vesting period	9 months

Stockholders' Equity (Details)

Stockholders' Equity (Details) - Schedule of restricted stock shares granted and outstanding - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Schedule Of Restricted Stock Shares Granted And Outstanding Abstract
Unvested Restricted Stock, Unvested Beginning	275
Weighted Average Grant Date FV Price, Unvested Beginning	$ 81
Unvested Restricted Stock, Granted
Weighted Average Grant Date FV Price, Granted
Unvested Restricted Stock, Vested	(100)
Weighted Average Grant Date FV Price, Vested	$ 81
Unvested Restricted Stock, Forfeited	(55)
Weighted Average Grant Date FV Price, Forfeited
Unvested Restricted Stock, Unvested Ending	120
Weighted Average Grant Date FV Price, Unvested Ending	$ 81
Unvested Restricted Stock, Total unrecognized expense remaining	$ 9,720
Unvested Restricted Stock, Weighted-average years expected to be recognized over	9 months
Weighted Average Grant Date FV Price, Weighted-average years expected to be recognized over

Stockholders' Equity (Details_2

Stockholders' Equity (Details) - Schedule of option activity - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Schedule Of Option Activity Abstract
Number of Options, Outstanding beginning	162,956	3,435,728
Weighted Average Exercise Price, Outstanding beginning	$ 84.63	$ 33.94
Weighted Average Remaining Term (in Years), Outstanding beginning	8 years 7 months 6 days	5 years 1 month 6 days
Intrinsic Value, Outstanding beginning
Number of Options, Exercisable ending	101,759	3,435,728
Weighted Average Exercise Price, Exercisable ending	$ 84.34	$ 33.94
Weighted Average Remaining Term (in Years), Exercisable ending	7 years 10 months 24 days	4 years 9 months 18 days
Intrinsic Value, Exercisable ending
Number of Options, Granted
Weighted Average Exercise Price, Granted
Weighted Average Remaining Term (in Years), Granted
Intrinsic Value, Granted
Number of Options, Issued
Weighted Average Exercise Price, Issued
Weighted Average Remaining Term (in Years), Issued
Intrinsic Value, Issued
Number of Options, Exercised
Weighted Average Exercise Price, Exercised
Weighted Average Remaining Term (in Years), Exercised
Intrinsic Value, Exercised
Number of Options, Cancelled
Weighted Average Exercise Price, Cancelled
Weighted Average Remaining Term (in Years), Cancelled
Intrinsic Value, Cancelled
Number of Options, Expired
Weighted Average Exercise Price, Expired
Weighted Average Remaining Term (in Years), Expired
Intrinsic Value, Expired
Number of Options, Forfeited	(10,911)
Weighted Average Exercise Price, Forfeited
Weighted Average Remaining Term (in Years), Forfeited
Intrinsic Value, Forfeited
Number of Options, Outstanding ending	152,045	3,435,728
Weighted Average Exercise Price, Outstanding ending	$ 85.03	$ 33.94
Weighted Average Remaining Term (in Years), Outstanding ending	8 years 1 month 6 days	4 years 9 months 18 days
Intrinsic Value, Outstanding ending

Stockholders' Equity (Details_3

Stockholders' Equity (Details) - Schedule of outstanding and exercisable stock options - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock Options Outstanding, Exercise Price	152,045	3,435,728
Stock Options Outstanding, Number of Shares	7 years 10 months 24 days	4 years 9 months 18 days
Stock Options Outstanding, Weighted Average Remaining Life in Years	101,759	3,435,728
49.80 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock Options Outstanding, Exercise Price	2,500
Stock Options Outstanding, Number of Shares	7 years 8 months 12 days
Stock Options Outstanding, Weighted Average Remaining Life in Years	2,500
88.60 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock Options Outstanding, Exercise Price	79,000
Stock Options Outstanding, Number of Shares	7 years 10 months 24 days
Stock Options Outstanding, Weighted Average Remaining Life in Years	59,689
151.20 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock Options Outstanding, Exercise Price	21,800
Stock Options Outstanding, Number of Shares	8 years 3 months 18 days
Stock Options Outstanding, Weighted Average Remaining Life in Years	9,083
79.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock Options Outstanding, Exercise Price	22,839
Stock Options Outstanding, Number of Shares	6 years 9 months 18 days
Stock Options Outstanding, Weighted Average Remaining Life in Years	18,673
27.20 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock Options Outstanding, Exercise Price	25,906
Stock Options Outstanding, Number of Shares	9 years 1 month 6 days
Stock Options Outstanding, Weighted Average Remaining Life in Years	11,814
100.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock Options Outstanding, Exercise Price		128,200
Stock Options Outstanding, Number of Shares		2 years 10 months 24 days
Stock Options Outstanding, Weighted Average Remaining Life in Years		128,200
105.60 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock Options Outstanding, Exercise Price		3,183
Stock Options Outstanding, Number of Shares		2 years 1 month 6 days
Stock Options Outstanding, Weighted Average Remaining Life in Years		3,183
141.40 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock Options Outstanding, Exercise Price		1,250
Stock Options Outstanding, Number of Shares		1 year 3 months 18 days
Stock Options Outstanding, Weighted Average Remaining Life in Years		1,250
150.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock Options Outstanding, Exercise Price		125,000
Stock Options Outstanding, Number of Shares		3 years 4 months 24 days
Stock Options Outstanding, Weighted Average Remaining Life in Years		125,000
230.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock Options Outstanding, Exercise Price		300,062
Stock Options Outstanding, Number of Shares		2 years 7 months 6 days
Stock Options Outstanding, Weighted Average Remaining Life in Years		300,062
21.20 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock Options Outstanding, Exercise Price		306,604
Stock Options Outstanding, Number of Shares		4 years 9 months 18 days
Stock Options Outstanding, Weighted Average Remaining Life in Years		306,604
3.50 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock Options Outstanding, Exercise Price		2,571,429
Stock Options Outstanding, Number of Shares		5 years 2 months 12 days
Stock Options Outstanding, Weighted Average Remaining Life in Years		2,571,429

Related Parties (Details)

Related Parties (Details) - USD ($)	3 Months Ended		12 Months Ended
Related Parties (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Related Parties (Details) [Line Items]
Accrued expenses - related parties	$ 228,581	$ 188,159
Research and development expenses - related parties	216,684	47,718
General and administrative expenses - related parties	$ 514,696	5,261
Professional fees			$ 3,945
Investors	5%
Director [Member]
Related Parties (Details) [Line Items]
Stockholder	5%
General and administrative expenses - related parties	$ 0
Former Officers, Directors [Member]
Related Parties (Details) [Line Items]
Stockholder	5%
Professional fees	$ 0	$ 4,562

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)			1 Months Ended
	Apr. 05, 2023	Apr. 05, 2023	Apr. 30, 2023	Apr. 27, 2023
Subsequent Events (Details) [Line Items]
Issued warrants (in Shares)	400,000	400,000
Exercise price per share (in Dollars per share)	$ 1,170,860	$ 1,170,860
Aggregate of shares (in Shares)	1,570,680	1,570,680
Purchase price per share (in Dollars per share)	$ 1.91	$ 1.91
Aggregate gross proceeds			$ 3,000,000
Exercise price per share (in Dollars per share)			$ 0.0001
Outstanding common stock percentage			9.99%
Warrants exercise price per share (in Dollars per share)			$ 1.78
Outstanding common stock percentage			4.99%
Pre-funded warrants		$ 1,170,860
Exercised warrants		$ 117
Amendment to common warrant agreements description	the Company entered into an Amendment to the common warrant agreements for the July 2022 and December 2022 Offerings, whereby the warrants to purchase up to 2,571,429 (with an original exercise price of $3.50 per share) and 306,604 shares (with an original exercise price of $1.06 per share), respectively, were amended to have an exercise price of $1.78 per share and for their expiration date to be extended to expire on October 10, 2028.
Amendments reflect description	The Amendments reflect (a) an increase in the salary of each of Dr. Woody, Mr. Pamir and Dr. Rothbard of 3.5%, effective as of January 1, 2023; and (b) in the case of Mr. Pamir, a further increase in salary to $380,000 per annum and increase in his target bonus to 40%, effective April 1, 2023, as well as a change in his title from Interim Chief Financial Officer to Chief Financial Officer.
Dr. Woody [Member]
Subsequent Events (Details) [Line Items]
Compensation committee				$ 111,675
Mr. Pamir [Member]
Subsequent Events (Details) [Line Items]
Compensation committee				24,154
Dr. Rothbard [Member]
Subsequent Events (Details) [Line Items]
Compensation committee				$ 50,343