RESEARCH AND LICENSE AGREEMENTS (Details Narrative) - USD ($) |
1 Months Ended | 12 Months Ended | 47 Months Ended | ||||||
|---|---|---|---|---|---|---|---|---|---|
Apr. 11, 2024 |
Jan. 31, 2022 |
Jul. 31, 2020 |
Mar. 31, 2019 |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
Apr. 30, 2022 |
Apr. 12, 2024 |
|
| Research and development expenses | $ 184,796 | $ 1,197,162 | |||||||
| Proceeds from convertible debt | 200,000 | 1,475,000 | |||||||
| Debt funded to Marizyme | 1,909,500 | 2,257,400 | |||||||
| License Agreement [Member] | |||||||||
| Reimbursement of patent | $ 160,000 | ||||||||
| License costs | 20,000 | 2,000 | |||||||
| Sponsored Research and License Agreement [Member] | University of Louisville Research Foundation [Member] | |||||||||
| Reimbursement of research expenses | $ 693,000 | $ 2,900,000 | |||||||
| License and sponsored research agreement terms | In July 2020, the Company entered into an exclusive license agreement with ULRF for RAS interaction inhibitor drug candidates. Under the agreement, the Company took over development, regulatory approval and commercialization of the candidates from ULRF and is responsible for maintenance of the related intellectual property portfolio. In return, ULRF received approximately $112,000 for an upfront license fee and reimbursement of prior patent costs. In addition, the Company has agreed to pay ULRF (i) royalties, on patent-covered net sales associated with the commercialization, of 4% (on net sales up to a cumulative $250,000,000) or 5% (on net sales above a cumulative $250,000,000), until expiration of the licensed patent, and 2.5% (on net sales for any sales not covered by Licensed Patents), (ii) 30% to 50% of any non-royalty sublicensee income received (50% for sublicenses granted in the first two years of the ULRF license agreement, 40% for sublicenses granted in the third or fourth years of the ULRF license agreement, and 30% for sublicenses granted in the fifth year of the ULRF license agreement or thereafter), (iii) reimbursements for ongoing costs associated with the preparation, filing, prosecution and maintenance of licensed patents, incurred prior to July 2020, and (iv) payments ranging from $50,000 to $5,000,000 upon the achievement of certain regulatory and commercial milestones. | ||||||||
| Revenue | $ 500,000,000 | ||||||||
| Sponsored Research and License Agreement [Member] | University of Louisville Research Foundation [Member] | Minimum [Member] | |||||||||
| Upfront license fee | 20,000 | ||||||||
| Sponsored Research and License Agreement [Member] | University of Louisville Research Foundation [Member] | Maximum [Member] | |||||||||
| Upfront license fee | 100,000 | ||||||||
| License and Sponsored Research Agreements [Member] | |||||||||
| License costs | 0 | 1,000 | |||||||
| License and sponsored research agreement terms | Under the agreements, the Company took over development, regulatory approval and commercialization of the compound from ULRF and is responsible for maintenance of the related intellectual property portfolio. In return, ULRF received a $50,000 convertible promissory note in payment of an upfront license fee, which was subsequently converted into the Company’s common stock, and the Company agreed to reimburse ULRF for sponsored research expenses of up to approximately $805,000 and prior patent costs of up to $200,000. In addition, the Company agreed to pay ULRF (i) royalties, on patent-covered net sales associated with the commercialization of anti-nucleolin agent-conjugated nanoparticles, of 4% (on net sales up to a cumulative $250,000,000) or 5% (on net sales above a cumulative $250,000,000), until expiration of the last to expire of the licensed patents, (ii) 30% to 50% of any non-royalty sublicensee income received (50% for sublicenses granted in the first two years of the ULRF license agreement, 40% for sublicenses granted in the third or fourth years of the ULRF license agreement, and 30% for sublicenses granted in the fifth year of the ULRF license agreement or thereafter), (iii) reimbursements for ongoing costs associated with the preparation, filing, prosecution and maintenance of licensed patents, incurred prior to June 2018, and (iv) payments ranging from $100,000 to $5,000,000 upon the achievement of certain regulatory and commercial milestones. Milestone payments for the first therapeutic indication would be $100,000 for first dosing in a Phase 1 clinical trial, $200,000 for first dosing in a Phase 2 clinical trial, $350,000 for first dosing in a Phase 3 clinical trial, $500,000 for regulatory marketing approval and $5,000,000 upon achieving a cumulative $500,000,000 of Licensed Product sales. The Company also agreed to pay another $500,000 milestone payment for any additional regulatory marketing approval for each additional therapeutic (or diagnostic) indication. The Company must also pay ULRF shortfall payments if the total amounts actually paid with respect to royalties and non-royalty sublicensee income for any year is less than the applicable annual minimum (ranging from $10,000 to $50,000) for such year. | ||||||||
| Revenue | $ 500,000,000 | ||||||||
| Research and development expenses | 0 | 0 | |||||||
| License and Sponsored Research Agreements [Member] | University of Louisville Research Foundation [Member] | |||||||||
| Reimbursement of research expenses | 805,000 | ||||||||
| Proceeds from convertible debt | 50,000 | ||||||||
| Patent costs | 200,000 | ||||||||
| Marketing approval expenses | 500,000 | ||||||||
| License and Sponsored Research Agreements [Member] | University of Louisville Research Foundation [Member] | Licensed Product Sales [Member] | |||||||||
| Cumulative sales | 300,000 | ||||||||
| Cumulative sales | 5,000,000 | 5,000,000 | |||||||
| Regulatory marketing approval, expenses | 500,000 | ||||||||
| License and Sponsored Research Agreements [Member] | University of Louisville Research Foundation [Member] | Minimum [Member] | |||||||||
| Milestone payment | 50,000 | 100,000 | |||||||
| Shortfall payments | 10,000 | ||||||||
| License and Sponsored Research Agreements [Member] | University of Louisville Research Foundation [Member] | Maximum [Member] | |||||||||
| Milestone payment | 5,000,000 | 5,000,000 | |||||||
| Shortfall payments | 50,000 | ||||||||
| Sponsored Research Agreements And License [Member] | University of Louisville Research Foundation [Member] | |||||||||
| License costs | 0 | 68,000 | |||||||
| Research and development expenses | $ 0 | $ 0 | |||||||
| Co Development Agreement [Member] | |||||||||
| Marizyme agreement terms | we agreed to pay Marizyme funding payments and an exclusivity fee of $200,000. The Exclusivity Fee of $200,000 and a funding payment of $500,000 was paid to Marizyme on April 12, 2024, and is included in research and development expenses in the consolidated statements of operations and other comprehensive loss. The Exclusivity Fee entitled us to an exclusivity period until May 31, 2024 for purposes of proposing and outlining a broader strategic relationship with Marizyme with regard to Marizyme’s DuraGraft business. The funding payments are designed to provide financial support for commercialization of Marizyme’s DuraGraft™ vascular conduit solution, which is indicated for adult patients undergoing coronary artery bypass grafting surgeries and is intended for the flushing and storage of the saphenous vein grafts used in coronary artery bypass grafting surgery. In return for the funding payments we will receive quarterly a 33% payment in the nature of royalties on any Net Sales (as defined with a meaning tantamount to gross profit on net sales) of DuraGraft, capped at double the amount of the funding payments provided. No such payments-in-the-nature-of-royalties would accrue until after DuraGraft has been launched in the United States and a cumulative total of $500,000 of DuraGraft Net Sales have been made in the United States. As of the year ended December 31, 2025, these conditions have not been met and no royalty payments are due. | ||||||||
| Exclusivity Fee | $ 200,000 | ||||||||
| Debt funded to Marizyme | $ 500,000 | ||||||||
| Upfront Payment [Member] | License Agreement [Member] | |||||||||
| Reimbursement of patent | $ 150,000 | ||||||||
| Phase 1 Clinical Trial [Member] | License and Sponsored Research Agreements [Member] | University of Louisville Research Foundation [Member] | |||||||||
| Milestone payment | 50,000 | 100,000 | |||||||
| Phase 2 Clinical Trial [Member] | License and Sponsored Research Agreements [Member] | University of Louisville Research Foundation [Member] | |||||||||
| Milestone payment | 100,000 | 200,000 | |||||||
| Phase 3 Clinical Trial [Member] | License and Sponsored Research Agreements [Member] | University of Louisville Research Foundation [Member] | |||||||||
| Milestone payment | $ 150,000 | $ 350,000 | |||||||