Annual report pursuant to Section 13 and 15(d)

COMMITMENTS AND CONTINGENCIES (Details Narrative)

v3.24.1
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
1 Months Ended 12 Months Ended
Apr. 30, 2022
May 31, 2023
Feb. 28, 2022
Jan. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Nov. 30, 2023
Loss Contingencies [Line Items]              
Termination agreement description         The employment agreements as amended for the Company’s Executive Chairman and CEO each contain termination provisions whereby if they are terminated without cause or following a material change, as defined therein, they will receive salary through the date of termination plus an additional 24 months, bonus that would be earned during the full year when the termination became effective (or a lump sum of 50% of the full target bonus), all stock options shall vest and healthcare benefits will continue for 24 months. The Company’s General Counsel’s employment agreement, as amended, contains an 18-month severance payment in the instance of a termination without cause or following a material change, as defined therein. In June 2023, the Company’s General Counsel was provided the additional title of Executive Vice President – Corporate Development.    
Employment agreements description         Pursuant to amendments dated November 14, 2022 to the three employment agreements of the Company’s Executive Chairman, CEO and EVP/General Counsel, as well as an amendment to the employment agreement for the Company’s VP Operations (the “2022 Amendments”), each of these four employees have agreed to accept reduced salaries until the Company is successful in raising additional funds. Specifically, when the Company raises at least $7.5 million in a single offering, each employee’s salary will be increased to the full contracted rate; and prior to that time, the reduced salaries will be gradually increased as the Company raises $2 million and then $5 million. During this time, the difference between the reduced salaries and the full contracted salaries will not accrue as liabilities for the Company.    
Accrued salary         $ 0 $ 79,166  
Issuance of common stock for cash         $ 1,164,246 $ 1,402,500  
Total common shares issued         1,330,363 626,917  
Stock issued during period, value forfeitures         $ 5,000,000    
Individual compensation expense           $ 30,000  
Professional fees         1,533,507 1,262,860  
Accrued director fees       $ 87,083 8,625 101,991 $ 82,133
Employee agreement related description   These shares vest 50% upon a Nasdaq listing of the Company’s stock if completed within three years, and 50% in eight quarterly installments upon the sooner of the Nasdaq listing or 12 months from issuance. All shares will vest upon the sale, merger or other “exit” event of the Company. Pursuant to Board resolutions as of August 21, 2023, Dr. Link was awarded a transaction bonus in the instance any of the Company’s assets are sold or sublicensed or if the Company or its subsidiary is acquired, equal to 0.75% of the consideration received by the Company, to compensate him for services he previously performed for the Company as interim medical director. In the fourth quarter of 2023, the Company paid a total of $169,217 of accrued directors’ compensation          
Research and development         $ 1,159,993 1,022,412  
Chairman and CEO [Member]              
Loss Contingencies [Line Items]              
Description of nature and effects         The employment agreements, as amended, for the Company’s Executive Chairman and CEO each contain a transaction bonus in the instance any of the Company’s assets are sold or sublicensed or if the Company or its subsidiary is acquired, equal to 1.75% of the consideration received by the Company. The employment agreement, as amended, for the Company’s EVP/General Counsel and for its VP Operations each contain a similar transaction bonus equal to 1.0% of consideration received by the Company, pursuant to a Board consent authorized and approved as of July 26, 2023. Pursuant to Board resolutions as of August 21, 2023, one of our directors was awarded a similar transaction bonus equal to 0.75% to compensate him for services he previously performed for the Company as interim medical director.    
Two Board Members And Employees [Member]              
Loss Contingencies [Line Items]              
Total common shares issued         269,102    
Share based compensation award, description         (1) 209,102 shares were issued as incentive compensation vesting 50% upon the Company’s uplisting to Nasdaq if within three years, with the balance vesting in eight quarterly installments commencing on the sooner of such Nasdaq uplisting or 12 months after issuance; provided all shares shall vest upon the sale, merger or other “exit” event for the Company and its shareholders; and (2) 60,000 shares were issued to compensate four members of the management team for acceptance of a significant reduction in their base salaries in 2023 to help the Company conserve cash resources, and vest upon the completion of the Company’s next funding in the amount of at least $5 million or Company exit. The awards scheduled to vest upon the occurrence of the vesting conditions will not vest in accordance with those vesting conditions if the recipient of the award is no longer providing services to the Company at the time of vesting. The award recipient’s status will end on the day the notice of termination is provided (whether by the Company or by the Participant upon resignation) and will not be extended by any notice period that may be required contractually or under applicable local law.    
Adriann Sax [Member]              
Loss Contingencies [Line Items]              
Individual compensation expense       30,000      
Accrued compensation         $ 3,958 43,542  
Audit Committee [Member]              
Loss Contingencies [Line Items]              
Professional fees     $ 7,500 7,500      
Nominating and Governace Commmittee [Member]              
Loss Contingencies [Line Items]              
Professional fees     3,500 $ 10,000      
Charles J. Link [Member]              
Loss Contingencies [Line Items]              
Individual compensation expense     30,000        
Accrued compensation         4,667 $ 51,333  
Charles J. Link [Member] | Restricted Stock [Member]              
Loss Contingencies [Line Items]              
Restricted stock issued as bonuses   10,455          
Compensation Committee Chair [Member]              
Loss Contingencies [Line Items]              
Professional fees     $ 15,000        
Settlement Agreement [Member]              
Loss Contingencies [Line Items]              
Accrued salaries         758,748    
Issuance of common stock for cash         606,998    
Cash payments         $ 151,750    
Total common shares issued           168,611  
Converted price per share         $ 3.55    
License Agreement [Member] | IGL Pharma, Inc. [Member]              
Loss Contingencies [Line Items]              
Agreement term         20 years    
License Agreement [Member] | QSAM Therapeutics Inc [Member]              
Loss Contingencies [Line Items]              
Royalty percentage         4.50%    
Sublicense percentage         5.00%    
License Agreement [Member] | QSAM Therapeutics Inc [Member] | Upon Commercialization [Member]              
Loss Contingencies [Line Items]              
Total common shares issued         12,500    
Other expenses         $ 2,000,000    
License Agreement [Member] | QSAM Therapeutics Inc [Member] | Maximum [Member]              
Loss Contingencies [Line Items]              
Other expenses         410,000    
Consulting Agreement [Member] | QSAM Therapeutics Inc [Member]              
Loss Contingencies [Line Items]              
Consulting fee $ 8,500            
Consulting Agreement [Member] | ISO Therapeutics Group Inc [Member]              
Loss Contingencies [Line Items]              
Consulting fee $ 8,500            
ISO Agreement [Member]              
Loss Contingencies [Line Items]              
Other expenses         86,547    
Research and development         0 $ 105,382  
Accounts payable and accrued expenses         $ 1,321