10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

OR

☐ TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

From the transition period from ___________ to ____________

Commission File Number 000-54933

IMMUNE THERAPEUTICS, INC.

(Exact name of small business issuer as specified in its charter)

Florida	59-3226705
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2431 Aloma Ave., Suite 124, Winter Park, FL	32792
(Address of principal executive offices)	(Zip Code)

888-613-8802

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐	Accelerated Filer ☐
Non-Accelerated Filer ☐	Smaller Reporting Company ☒
	Emerging growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by a check mark whether the company is a shell company (as defined by Rule 12b-2 of the Exchange Act: Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of August 24, 2022, there were 71,079,143 shares of common stock, $0.0001 par value per share, outstanding.

TABLE OF CONTENTS

	PART I – FINANCIAL STATEMENTS
Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Default upon Senior Securities	22
Item 6.	Exhibits	23

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained or incorporated by reference in this Quarterly Report on Form 10-Q are considered forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) concerning our business, results of operations, economic performance and/or financial condition, based on management’s current expectations, plans, estimates, assumptions, and projections. Forward-looking statements are included, for example, in the discussions about:

● strategy;

● new product discovery and development;

● current or pending clinical trials;

● our products’ ability to demonstrate efficacy or an acceptable safety profile;

● actions by the U.S. Food and Drug Administration and other regulatory authorities;

● product manufacturing, including our arrangements with third-party suppliers;

● product introduction and sales;

● royalties and contract revenues;

● expenses and net income;

● credit and foreign exchange risk management;

● liquidity;

● asset and liability risk management;

● the outcome of litigation and other proceedings;

● intellectual property rights and protections;

● economic factors;

● competition; and

● legal risks.

Any statements contained in this report that are not statements of historical fact may be deemed forward-looking statements. Forward-looking statements generally are identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates,” “aims,” “plans,” “may,” “could,” “will,” “will continue,” “seeks,” “should,” “predict,” “potential,” “outlook,” “guidance,” “target,” “forecast,” “probable,” “possible” or the negative of such terms and similar expressions. Forward-looking statements are subject to change and may be affected by risks and uncertainties, most of which are difficult to predict and are generally beyond our control. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update any forward-looking statement in light of new information or future events, except as required by law, although we intend to continue to meet our ongoing disclosure obligations under the U.S. securities laws and other applicable laws.

We caution you that a number of important factors could cause actual results or outcomes to differ materially from those expressed in, or implied by, the forward-looking statements, and therefore you should not place too much reliance on them. These factors include, among others, those described herein, and elsewhere in this Quarterly Report and in our other public reports filed with the Securities and Exchange Commission. It is not possible to predict or identify all such factors, and therefore the factors that are noted are not intended to be a complete discussion of all potential risks or uncertainties that may affect forward-looking statements. If these or other risks and uncertainties materialize, or if the assumptions underlying any of the forward-looking statements prove incorrect, our actual performance and future actions may be materially different from those expressed in, or implied by, such forward-looking statements. We can offer no assurance that our estimates or expectations will prove accurate or that we will be able to achieve our strategic and operational goals.

Forward-looking statements are based on information we have when those statements are made or management’s good faith belief as of that time with respect to future events and are subject to significant risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

3

Important factors that could cause such differences include, but are not limited to:

● our lack of operating history;

● our current and future capital requirements and our ability to satisfy our capital needs;

● our inability to keep up with industry competition;

● interpretations of current laws and the passages of future laws;

● acceptance of our business model by investors and our ability to raise capital;

● our drug discovery and development activities may not result in products that are approved by the applicable regulatory authorities and even if our drug candidates do obtain regulatory approval, they may never achieve market acceptance or commercial success;

● our reliance on key personnel and collaborative partners, including our ability to attract and retain scientists;

● our reliance on third-party manufacturing to supply drugs for clinical trials and sales;

● our limited distribution organization with no sales and marketing staff;

● our being subject to product liability claims;

● our reliance on key personnel, including our ability to attract and retain scientists;

● legislation or regulation that may increase the cost of our business or limit our service and product offerings;

● risks related to our intellectual property, including our ability to adequately protect intellectual property rights;

● risks related to government regulation, including our ability to obtain approvals for the commercialization of some or all of our drug candidates, and ongoing regulatory obligations and continued regulatory review which may result in significant additional expense and subject us to penalties if we fail to comply with applicable regulatory requirements; and

● our ability to obtain regulatory approvals to allow us to market our products internationally.

Moreover, new risks regularly emerge, and it is not possible for our management to predict or articulate all risks we face, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. All forward-looking statements included in this Quarterly Report are based on information available to us on the date of this Quarterly Report. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether because of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout this Quarterly Report.

4

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

IMMUNE THERAPEUTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

UNAUDITED

	June 30, 2022			December 31, 2021
ASSETS
Current Assets:
Cash	$	271,533		$	493,885
Investment in common stock		-			2,645,000
Total current assets		271,533			3,138,885
Total assets	$	271,533		$	3,138,885
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	1,431,373		$	2,184,848
Notes payable		1,077,202			3,070,208
Due to related parties		1,180,250			891,420
Accrued payroll		2,639,619			3,421,176
Accrued liabilities		307,518			239,558
Accrued interest		205,201			564,300
Undocumented investor advances		-			715,631
Total current liabilities		6,841,163			11,087,141
Total liabilities		6,841,163			11,087,141
Commitments and Contingencies		-			-
Stockholders’ Deficit:
Common stock – par value $0.0001; 750,000,000 shares authorized; 20,353,893 and 483,714 shares issued and outstanding respectively		2,035			49
Additional paid in capital		373,614,147			371,473,810
Stock issuances due		10,303			10,303
Accumulated deficit		(380,196,115	)		(379,432,418	)
Total stockholders’ deficit		(6,569,630	)		(7,948,256	)
Total liabilities and stockholders’ deficit	$	271,533		$	3,138,885

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

IMMUNE THERAPEUTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE PERIODS ENDED JUNE 30, 2022 AND 2021

(Unaudited)

	Three Months ended							Six Months ended
	June 30, 2022				June 30, 2021			June 30, 2022			June 30, 2021
Operating expenses
Selling, general and administrative		$	292,117		$	185,284		$	473,733		$	324,016
Research and development expense			-			3,974			-			152,667
Total operating expense			292,117			189,258			473,733			476,683
Income (loss) from operations			(292,117	)		(189,258	)		(473,733	)		(476,683	)
Other income (expense):
Gain on issuance of license agreement			3,165,151			-			3,165,151			-
Gain on settlement of obligations			297,579			108,693			297,579			108,693
Charge resulting from warrant modification and debt settlement			(1,011,625	)		-			(1,011,625	)		-
Impairment loss investment in common stock			(362,250	)		-			(2,645,000	)		-
Interest expense			(3,885	)		(32,131	)		(96,069	)		(132,535	)
Gain on derivative liability valuation			-			-			-			1,178,230
Total other expense			2,084,970			76,562			(289,964	)		1,154,388
Net income (loss) income		$	1,792,853		$	(112,696	)	$	(763,697	)	$	677,705
Net income (loss) attributable to common stockholders		$	1,792,853		$	(112,696	)	$	(763,697	)	$	677,705
Basic income (loss) income per share attributable to common stockholders		$	2.57		$	(0.23	)	$	(1.29	)	$	1.41
Diluted income (loss) earnings per share attributable to common stockholders		$	0.23		$	(0.23	)	$	(1.29	)	$	0.05
Basic weighted average number of shares outstanding			696,752			481,906			590,822			480,115
Diluted weighted average number of shares outstanding			7,804,548			481,906			590,822			13,874,667

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

IMMUNE THERAPEUTICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY/(DEFICIT)

FOR THE PERIODS ENDED JUNE 30, 2022 AND 2021

(Unaudited)

	Common Stock				Additional Paid-in		Stock To Be		Accumulated
	Shares		Amount		Capital		Issued		Deficit			Total
Balance December 31, 2020		476,504	$	48	$	371,341,120	$	10,303	$	(383,018,452	)	$	(11,666,981	)
Issuance of common stock upon conversion of notes		5,402		1		56,479		-		-			56,480
Extinguishment of derivative liability upon conversion of debt		-		-		76,211		-		-			76,211
Net income		-		-		-		-		677,705			677,705
Balance June 30, 2021		481,906	$	49	$	371,473,810	$	10,303	$	(382,340,747	)	$	(10,856,585	)
Balance December 31, 2021		483,714	$	49	$	371,473,810	$	10,303	$	(379,432,418	)	$	(7,948,256	)
Issuance of common stock upon conversion of notes and obligations		7,255,660		726		479,174		-		-			479,900
Issuance of common stock for services		49,500		4		2,470		-		-			2,474
Issuance of common stock upon warrant exercise		12,565,000		1,256		647,068		-		-			648,324
Charge resulting from warrant modification		-		-		1,011,625				-			1,011,625
Net income		-		-		-		-		(763,697	)		(763,697	)
Balance June 30, 2022		20,353,874	$	2,035	$	373,614,147	$	10,303	$	(380,196,115	)	$	(6,569,630	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

IMMUNE THERAPEUTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIODS ENDED JUNE 30, 2022 AND 2021

(Unaudited)

	Six Months Ended
	June 30, 2022			June 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(763,697	)	$	677,705
Adjustments to reconcile net income to net cash flows (used in) operating activities:
Gain on issuance of license agreement		(3,165,151	)		-
Gain on settlement of obligations		(297,579	)		(108,693	)
Impairment loss on investment in common stock		2,645,000			-
Charge resulting from warrant modification		1,011,625			-
Change in value of derivative		-			(1,178,230	)
Amortization of debt discount		-			34,789
Changes in operating assets and liabilities:
Deposits		-			200
Accounts payable		(146,811	)		130,053
Accrued payroll		4,620			(24,834	)
Net due to related parties		-			231,091
Accrued interest		83,265			97,746
Accrued liabilities		67,960			13,418
Net cash (used in) operating activities		(560,768	)		(126,755	)
CASH FLOWS FROM INVESTING ACTIVITIES		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from undocumented investor advances		6,369			140,000
Proceeds from related parties		332,047
Net cash provided by financing activities		338,416			140,000
Net increase in cash and cash equivalents		(222,352	)		13,245
Cash and cash equivalents at beginning of period		493,885			9,971
Cash and cash equivalents at end of period	$	271,533		$	23,216
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Conversion of debt and accrued interest to common stock	$	1,128,224		$	56,480
Reclassification to notes payable from accrued interest	$	-		$	243,568

The accompanying notes are an integral part of these condensed consolidated financial statements.

8

Immune Therapeutics, Inc.

Notes to the Condensed Consolidated Financial Statements

June 30, 2022

(Unaudited)

1. Company Overview

Immune Therapeutics Inc. (the “Company” or “IMUN”) is a Florida corporation trading on the OTC-Pink. The Company is a drug development and commercialization company. We identify, evaluate, and seek to acquire technologies in the medical device and drug development sectors with the intent to further develop them and move them to commercialization.

Going Concern

As of June 30, 2022, the Company had $271,533 in cash and a stockholders’ deficit of $6,569,630. For the six months ended June 30, 2022, the Company reported net loss of $763,697 which included: non-cash gains from the settlement of certain notes and other current obligations upon the issuance of common shares, non-cash charges for the write-off the Company’s investment in common shares of Statera BioPharma, Inc., and the revaluation of the fair market value of certain warrants. For the six months ended June 30, 2021, the Company reported net income of $677,705.

Historically, the Company has relied on the funding of operations through private equity financings and management expects operating losses and negative cash flows to continue at more significant levels in the future. As the Company continues to incur losses, transition to profitability is dependent upon the successful development, approval, and commercialization of product candidates as they become available and the achievement of a level of revenues adequate to support the Company’s cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional cash. Management intends to fund future operations through additional private or public debt or equity offerings and may seek additional capital through arrangements with strategic partners or from other sources.

Working capital on June 30, 2022 is not sufficient to meet the cash requirements to fund planned operations through the next twelve months without additional sources of cash. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.

Management is continuing to develop strategies to re-capitalize the Company and position it for future growth. Key steps to this process include:

● Improve the condition of the balance sheet via license arrangements and capital infusions.

● Identify and acquire late-stage assets for commercialization.

● Build out operational infrastructure to generate revenue opportunities to grow shareholder value.

There can be no guarantees that the Company will be successful in securing adequate capital to continue operations and in identifying and acquiring assets for future development. If the Company is unable to secure new working capital, other alternative strategies will be required.

Historically, the Company has been able to acquire and develop assets, spin them out and retain both an equity stake and royalties and milestone payments. In so doing, the Company has acted as an incubator for late-stage drug development. Management believes that this strategy can continue to be successful. At this time, the Company is reviewing several opportunities which it may pursue as soon as funding is available. At present no definitive actions have been taken.

There can be no guarantees that the Company will be successful in:

● Executing its restructuring plan;

● Securing adequate capital to continue operations; or

● Identifying and acquiring assets for future development.

9

Company History

Immune Therapeutics, Inc. (the “Company” or “IMUN”) was initially incorporated in Florida on December 2, 1993, as Resort Clubs International, Inc. (“Resort Clubs”). It was formed to manage and market golf course properties in resort markets throughout the United States. Galliano International Ltd. (“Galliano”) was incorporated in Delaware on May 27, 1998 and began trading in November 1999 through the filing of a 15C-211. On November 10, 2004, Galliano merged with Resort Clubs. Resort Clubs was the surviving corporation. On August 23, 2010, Resort Clubs changed its name to pH Environmental Inc. (“pH Environmental”). On April 23, 2012, pH Environmental completed a name change to TNI BioTech, Inc., and on April 24, 2012, we executed a share exchange agreement for the acquisition of all the outstanding shares of TNI BioTech IP, Inc. On September 4, 2014, a majority of our shareholders approved an amendment to our Amended and Restated Articles of Incorporation, as amended, to change our name to Immune Therapeutics, Inc. We filed our name change amendment with the Secretary of State of Florida on October 27, 2014, changing our name to Immune Therapeutics, Inc.

2. Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2021 (including the notes thereto) set forth in the Company’s Annual Report on Form 10- K for that period.

Use of Estimates

The preparation of the Company’s financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from such estimates.

Cash, Cash Equivalents, and Short-Term Investments

The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposits, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company is exposed to credit risk, subject to federal deposit insurance, in the event of a default by the financial institutions holding its cash and cash equivalents to the extent of amounts recorded on the condensed consolidated balance sheets. The cash accounts are insured by the Federal Deposit Insurance Corporation up to $250,000.

10

Segment and Geographic Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment and does not segment the business for internal reporting or decision making.

Fair Value of Financial Instruments

In accordance with the reporting requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 825, “Financial Instruments”, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments.

Cash, cash equivalents and accounts payable are accounted for at cost which approximates fair value due to the relatively short maturity of these instruments. The carrying value of the Company’s investment in the common stock of Statera BioPharma, Inc. (“STAB”) has been measured based on the quoted per share price as reported on NASDAQ and reflects an impairment loss as of June 30, 2022. The carrying value of notes payable approximate fair value since they bear market rates of interest and other terms. None of these instruments are held for trading purposes.

Research and Development Costs

Research and development costs are charged to expense as incurred and are typically comprised of expenses associated with advancing the commercialization of our technologies. The Company did not incur any research and development costs during the six months ended June 30, 2022.

Income Taxes

The Company follows ASC Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The standard addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Topic 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

At the date of adoption, and as of June 30, 2022 and 2021, the Company does not have a liability for unrecognized tax uncertainties. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of June 30, 2022, and 2021, the Company does not have any interest or penalties related to uncertain tax positions.

Stock-Based Compensation and Issuance of Stock for Non-Cash Consideration

The Company did not grant any stock-based compensation awards during the six months ended June 30, 2022 and 2021.

The Company measures and recognizes compensation expense for share-based awards based on estimated fair values equaling either the market value of the shares issued, or the value of consideration received, whichever is more readily determinable. Generally, the non-cash consideration pertains to services rendered by consultants and others and has been valued at the fair value of the Company’s common stock at the date of the agreement.

11

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC Topic 718, “Compensation-Stock Compensation.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete.

Net Income per Share

For the six-month period ended June 30, 2022, basic and diluted net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. For the three-month period ended June 30, 2022, basic net income per share is calculated by dividing the net income attributable to common shareholders by the weighted average number of common shares outstanding for the quarter using the treasury-stock method and the if-converted method.

A reconciliation for the three- and six-month periods ended June 30, 2022 of the weighted average shares outstanding used in basic and diluted earnings per share computation is as follows:

For the three months ended June 30, 2022	Net Income (Numerator)			Weighted Average Common Shares (Denominator)		Per Share Amount
Basic EPS
Income available to common stockholders	$	1,792,853			696,752	$	2.57
Diluted EPS
Assumed exercise of outstanding warrants					6,954,432
Assumed conversion of convertible notes					153,364
Income attributed to common stockholders					7,804,548	$	0.23
For the six months ended June 30, 2022
Basic EPS
Loss attributed to common stockholders	$	(763,697	)		590,822	$	(1.29	)
Diluted EPS							(1.29	)

Recent Accounting Standards

The Company has reviewed the accounting pronouncements issued by the Financial Accounting Standards Board during the six months ended June 30, 2022.

12

In August 2020, the FASB issued ASU-2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contract in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon the adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. ASU 2020-06 will reduce the issue discount and result in less non-cash interest in the financial statements. ASU 2020-06 revises the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. The type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. ASU 2020-06 simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 23, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year. The Company has adopted ASU 2020-06 effective January 1, 2022. (See Note 4)

Management does not believe there are other significant accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.

Note 3. Investment in Common Stock of Statera BioPharma, Inc.

In 2021, Cytocom, Inc., a former subsidiary of the Company (“Cytocom”), announced the completion of its merger with Cleveland BioLabs, Inc. (“CBLI”) which resulted in the Company’s receipt of 1,150,000 common shares of CBLI, reflecting the Company’s retained minority interest in Cytocom. Subsequent to the merger, CBLI adopted a new corporate name, Statera BioPharma, Inc., with the ticker symbol “STAB” effective September 1, 2021. Cytocom emerged as a publicly traded entity following the merger with CBLI.

The Company evaluated the carrying value of the STAB common shares during the three-month period ended June 30, 2022 and determined that an impairment loss of $362,250 should be reflected in the Statement of Operations. The impairment loss reflects the Company’s assessment of a series of events reported by Statera BioPharma, Inc. to the Securities and Exchange Commission on and after March 25, 2022 including alleged events of default with respect to STAB’s outstanding indebtedness, resignations of members of STAB’s board of directors and notice by STAB to NASDAQ of its failure to comply with the Nasdaq Listing Rules. As a result of the foregoing, the Company recognized an impairment loss of $362,250 during the three-month period ended June 30, 2022.

4. Notes payable

During the three-month period ended June 30, 2022 the Company reported the following activity in notes and accrued interest:

●  The Company assigned $1,775,275 in notes and $264,790 in accrued interest and penalties to Forte Animal Health, Inc. (“Forte”) upon the receipt of release and assignments signed by these note holders in connection with the issuance of an Amended License Agreement. (Note 7) In connection with the Amended License Agreement, Forte issued 2,235,000 of its outstanding stock to the Company, representing 15% of the issued and outstanding shares of Forte.

● Certain note holders utilized $302,000 in principal and $29,503 in accrued interest and penalties as proceeds in the exercise of warrant for common shares at a conversion rate of $0.05 per share.

● Certain note holders converted $605,345 in principal and $209,610 in accrued interest and penalties into common shares at a conversion price of $0.05 per share.

● The Company issued $246,357 in new notes in satisfaction of certain vendor and employee obligations. The new notes have a conversion price of $0.05 per share.

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Notes outstanding as of June 30, 2022 and December 31, 2021 are as follows:

	June 30, 2022		December 31, 2021
Promissory notes issued between December 2014 and January 2015. Lender earns interest at 10%. Notes were to be repaid in 36 monthly instalments of principal and interest commencing no later than October 15, 2015. These notes are in default.	$	33,500	$	70,000
Promissory notes issued between May 2015 and June 2016 and matured between February 2017 and November 2018. Lenders earn interest at rates between 2% and 10%. These notes are in default.	$	-		149,500
Promissory notes were issued in 2016. The notes accrue interest at 2% and matured between November 2017 and December 2017. These notes are in default.	$	50,000		606,500
Promissory notes were issued in 2017 accrue interest at 2% and matured between January 2018 and September 2018. These notes are in default.	$	-		205,000
Promissory notes were issued in 2017 accrue interest at 2% and matured in May 2018. These notes are in default.	$	-		150,000
Promissory notes were issued in 2017 accrue interest at 2% and matured between August 2018 and September 2018. These notes are in default.	$	36,218		116,800
Promissory notes were issued in 2017 accrue interest at 2%.	$	-		105,500
Promissory notes were issued in the 2018 accrue interest at 2% and matured between May 2018 and January 2019. These notes are in default.	$	-		47,975
Promissory notes were issued in 2018 accrue interest at 2% and matured between July 2018 and October 2018. These notes include warrants between 1,000 and 5,000 shares with an exercise price of $.05. These notes are in default.	$	-		65,000
Promissory notes were issued in 2018. The notes accrue interest at 2% and matured between August 2019 and January 2019. These notes include warrants between 60,000 and 500,000 shares with an exercise price of $0.05. These notes are in default.	$	-		118,000
Promissory notes were issued in 2018. The notes accrue interest at 2% and matured between January 2019 and November 2019. These notes are in default.	$	178,605		323,855
Promissory note was issued to a related party in the first quarter of 2019. The note accrues interest at 2% and matured during July 2019. The note includes warrants for 4,600 shares with an exercise price of $.05. The note is in default.	$	23,000		23,000
Promissory note was issued in the first quarter of 2019. The note accrues interest at 6% and matured in February 2020.The note is in default.	$	231,478		231,478
Promissory note was issued in the second quarter of 2019 accrues interest at 2% and matured in July 2019. The notes include warrants for 10,000 shares with an exercise price of $.05. The note is in default.	$	-		10,000
Promissory note issued in October 2019 for the settlement of outstanding debt in the same amount. The note accrues interest at 15% per annum, with $1,875 due in monthly interest payments, and matured on April 30, 2021. The note is in default.	$	150,000		150,000
Promissory note issued in the third quarter of 2020 accrues interest at 12% and matured in August 2021. The outstanding principal and interest accrued on this note were converted into 5,402 common shares in February 2021.		-		53,000
Promissory note accrue interest at 5%, matured in March 2022 and were issued in the second quarter of 2021 upon the cancellation of a previous obligation. The new notes reflect all principal, interest and penalties associated with the original instrument. This note is in default.	$	174,400		697,600
Convertible promissory note accrues interest at 6%, is convertible at $0.05 per share and matures in June 2022. The holder, shareholder Noreen Griffin, converted the note in July 2022.		200,000		-
	$	1,077,201	$	3,070,208

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At June 30, 2022, the Company had $419,718 in promissory notes payable to shareholders of record on that date.

5. Capital Structure – Common Stock and Stock Purchase Warrants

Each holder of common stock is entitled to vote on all matters and is entitled to one vote for each share held. No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock or any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.

Stock Warrants

On June 29, 2022, the Company’s board of directors approved a resolution to clarify the anti-dilution protection granted to certain note and warrant holders. In connection with this board action, the Company recognized a non-cash charge of $1,011,625 in the Statement of Operations for the three- and six-month periods ended June 30, 2022. The fair value of the re-measured warrants was determined using the Black Scholes model and used the following assumptions:

Expected term (years)	0.63
Risk free rate	2.04	%
Volatility	436	%
Dividend yield	-

The average risk-free interest rate is based on the U.S. Treasury security rate in effect on June 29, 2022. We determined expected volatility using the historical closing stock price. The expected life was determined using the simplified method as we do not believe we have sufficient historical warrant exercise experiences on which to base the expected term.

Warrant holders exercised 12,565,000 common stock warrants during the second quarter of 2022. An additional 31,899 warrants were forfeited or cancelled during the second quarter of 2022. During the six months ended June 30, 2021, no warrants issued or exercised.

The following is a summary of outstanding common stock warrants as of June 30, 2022.

Expiration Date	Number of Shares		Exercise Price		Remaining Life (years)
Third Quarter 2022		1,650	$	50-100		0.25
Fourth Quarter 2022		9,811	$	80-290		0.50
First Quarter 2023		1,004,000	$	0.05-40		0.75
Second Quarter 2023		2,000	$	200		1.00
Third Quarter 2023		1,701,500	$	0.05-100		1.25
Fourth Quarter 2023		2,249,300	$	0.05-2		1.50
First Quarter 2024		2,460,000	$	0.05		1.75
Third Quarter 2028		3,000	$	70		6.25
Second Quarter 2032		28,995	$	10-70		10
		7,460,257	$	0.05-290

Following is a summary of stock warrant activity for the six months ended June 30 2022:

	Number of Shares			Exercise Price		Weighted Average Price
Warrants as of December 31, 2021		20,057,156		$	2-290	$	5.21
Issued		-		$	-	$	-
Expired and forfeited		(31,899	)	$	200	$	9.22
Exercised		(12,565,000	)	$	-	$	-
Warrants as of June 30, 2022		7,460,257		$	0.05-290	$	5.52

6. Income Taxes – Results of Operations

There was no income tax expense reflected in the results of operations for the periods ended June, 2022 and 2021 because the Company has significant net loss operating carryforwards available to offset the potential tax liabilities. Our tax rate can be affected by recurring items, such as tax rates in foreign jurisdictions and the relative amount of income we earn in jurisdictions. It may also be affected by discrete items that may occur in any given year but are not consistent from year to year.

For U.S. federal purposes the corporate statutory income tax rate was 21%, for 2022 and 2021 tax years. The Company has recognized no tax benefit for the losses generated for the periods through June 30, 2022.

ASC Topic 740 requires that a valuation allowance be provided if it is more likely than not that some portion or all a deferred tax asset will not be realized. The Company’s ability to realize the benefit of its deferred tax asset will depend on the generation of future taxable income. Because the Company has yet to recognize revenue, we believe that the full valuation allowance should be provided.

7. License Agreement with Forte Animal Health, Inc.

On July 8, 2021 the Company entered into an amended license agreement with Forte Animal Health, Inc (“Forte”). The initial license fee included the assignment of certain Company defaulted notes and other vendor and employee obligations. During the second quarter of 2022, these debtors associated with the assigned obligations completed the assignment of $1,775,275 in notes payable, $264,790 of accrued interest and $1,125,086 in other vendor and employee obligations to Forte. The Company recognized a non-cash gain upon the assignment of these obligations.

In connection with the amended license agreement, Forte issued 2,235,000 of its outstanding stock to the Company, representing 15% of the issued and outstanding shares of Forte. The Company has not recognized a minority interest in the balance sheet as of June 30, 2022 as Forte is in the start-up phase of its business and has no earnings from operations to date.

8. Subsequent Events

The Company issued 50,731,896 common shares after June 30, 2022 in connection with convertible promissory note conversions at $0.05 per share.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

The following management’s discussion and analysis of financial condition and results of operations provides information that management believes is relevant to an assessment and understanding of our plans and financial condition. The following financial information is derived from our condensed consolidated financial statements and should be read in conjunction with such condensed consolidated financial statements and notes thereto and set forth elsewhere herein.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This report contains certain forward-looking statements that are based on the beliefs of management as well as assumptions made by and currently available to management. The statements contained in this report relating to matters that are not historical facts are forward-looking statements that involve risks and uncertainties, including, but not limited to, future demand for our products and services, the successful commercialization of our products, general domestic and global economic conditions, government and environmental conditions and regulations, competition and customer strategies, changes in our business strategy or development plans, capital deployment, business disruptions, including those by fires, raw material supplies, environmental regulations, and other risks and uncertainties, certain of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those forward-looking statements. For further discussion of certain of the matters described above see the Cautionary Note Regarding Forward-Looking Statements included in our 2021 Annual Report on Form 10-K.

Undue reliance should not be placed on our forward-looking statements. Except as required by law, we disclaim an obligation to update any factors or to publicly announce the results of any revisions to any of the forward-looking statements contained in this quarterly report on Form 10-Q to reflect new information, future events, or other developments. The following discussion and analysis should be read in conjunction with the accompanying condensed consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q.

Forward-looking statements can be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not a guarantee of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Each of the terms the “Company”, “we”, “us” or “our” as used herein refers collectively to Immune Therapeutics, Inc. and its subsidiaries, unless otherwise stated.

COMPANY OVERVIEW

Immune Therapeutics Inc. (the “Company,” “IMUN,” “we,” “us” or “our”) is a Florida corporation trading on the OTC-Pink. We are a drug development and commercialization company. We identify, evaluate, and seek to acquire technologies in the medical and drug development sectors with the intent to further develop them and move them to commercialization. Such commercialization efforts include sale, licensing and go to market strategies.

Our strategy has been limited due to lack of capital. Management is seeking to secure new investment capital with which to continue to pursue the Company’s strategy. There is no guarantee that the Company will be successful in securing additional capital.

GOING CONCERN

As of June 30, 2022, the Company had $271,533 in cash and a stockholders’ deficit of $6,569,630. For the six months ended June 30, 2022, the Company reported a net loss of $763,697 which included: non-cash gains from the settlement of certain notes and other current obligations upon the issuance of common shares and certain non-cash charges for the write-off the Company’s investment in common shares of Statera BioPharma, Inc., and the revaluation of the fair market value of certain warrants. For the six months ended June 30, 2021, the Company reported net income of $677,705.

Historically the Company has relied on the funding of operations through private equity financings and management expects operating losses and negative cash flows to continue at more significant levels in the future. As the Company continues to incur losses, transition to profitability is dependent upon the successful development, approval, and commercialization of its current or future product candidates as they become available and the achievement of a level of revenues adequate to support the Company’s cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional cash. Management intends to fund future operations through additional private or public debt or equity offerings and may seek additional capital through arrangements with strategic partners or from other sources. If the Company is unable to secure new working capital, other alternatives strategies will be required.

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Based on our operating plan, working capital at June 30, 2022 is not sufficient to meet the cash requirements to fund planned operations through the next twelve months without additional sources of cash. These conditions raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements have been prepared assuming that we will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.

Historically, the Company has been able to acquire and develop assets, spin them out and retain both an equity stake and royalties and milestone payments. In so doing, the Company has acted as an incubator for late-stage drug development. Management believes that this strategy can continue to be successful.

At this time, the Company continues to review several opportunities which it may pursue as soon as funding is available. At present no definitive actions have been taken.

There can be no guarantees that the Company will be successful in:

● Executing its restructuring plan

● Securing adequate capital to continue operations.

● Identifying and acquiring assets for future development.

COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 2022, TO THE THREE MONTHS ENDED JUNE 30, 2021

Revenues

We had no revenues from operations for the three months ended June 30, 2022 and 2021.

Operating Expenses

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended June 30, 2022 and 2021 were as follows (dollar amounts in thousands):

	For the three months ended June 30
	2022			2021
Selling, general and administrative	$	292		$	185
Decrease from prior year	$	107		$	163
Percent change from prior year		58	%

During the three months ended June 30, 2022, the Company has focused on the negotiation and finalization of certain licensing transactions and business development opportunities.

For the three months ended June 30, 2022 and 2021, selling, general and administrative expenses were comprised of the following: (dollar amounts in thousands):

	For the three months ended June 30
	2022		2021
Shareholder and investor relations	$	4	$	4
Professional fees and consulting costs		14		58
Consulting fees with related parties		206		-
Board fees		20		30
Salaries and benefits		41		90
Other expenses		7		3

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The selling, general and administrative expense categories for the three months ended June 30, 2022 included the following items and trends:

●  Professional fees and consulting costs for services provided for legal, tax and accounting services associated with the Company’s financial reorganization efforts and licensing strategies implemented in the second quarter of 2022.

●  Two shareholders provided services to the Company during the second quarter of 2022. The Company’s board of directors approved the issuance of a $200,000 convertible promissory note to Noreen Griffin, a shareholder of the Company, for services performed in connection with the recapitalization of the Company. This note was converted into common shares at $0.05 per share during the quarter. Another shareholder was paid $6,000 for advisory services.

●  Payroll expenses reflect accrued salaries and statutory tax benefits including one part time accountant to support financial reporting.

The increase in selling, general and administrative expenses for the three months ended June 30, 2022 over the same period in 2021 was primarily due to an increase in consulting fees with related parties, offset by decreased professional fees and consulting costs and salaries and benefits.

Research and Development Expenses

The Company did not incur any research and development related costs during the second quarter of 2022.

During the second quarter of 2021, the Company recorded approximately $4,000 in fees payable to The Pennsylvania State University (“Penn State”) related to license maintenance fees, minimum royalties and various patent evaluation and filing expenses. These liabilities were assigned to Cytocom in connection with the August 12, 2020 letter agreements. As Penn State had not consented to the assignment of these fees, the Company retained the liability until paid by Cytocom; at which time, the Company recognized a gain on the assignment of liabilities.

Non-operating Income (Expense)

The Company recognized several non-recurring non-operating transactions during the three-month period ended June 30, 2022 as described below.

The Company recognized a non-cash gain of $3,165,151 upon the assumption of certain Company defaulted notes and other vendor and employee obligations by Forte. The assignments of these obligations were made as consideration for the July 8, 2021 Amended License Agreement with Forte.

The Company recognized a non-cash gain of $297,579 upon the receipt of signed releases of obligations from certain vendors, employees, and notes holders in connection with the corporate recapitalization designed to improve the financial condition of the Company and to position it for future growth.

On June 29, 2022, the Company entered into agreements to allow certain holders of warrants and promissory notes currently in default to exercise and convert these instruments at $0.05 per share. The Company recognized the fair market value of the warrants using the Black Scholes valuation model and recognized a charge of $1,011,625 in connection with this action.

During the three-month period ended June 30, 2022, the Company recognized an asset impairment associated with the carrying value of the shares of commons stock of STAB held by the Company in the amount of $362,250 (see Note 3 to the financial statements accompanying this report).

Interest Expense

Interest expense for the three months ended June 30, 2022 and 2021 were as follows (dollar amounts in thousands):

	For the three months ended June 30
	2022			2021
Interest expense	$	4		$	32
(Decrease) from prior year	$	(28	)	$	(95	)
Percentage change from prior year		(88	)%

The Company reduced the total notes outstanding as of June 30, 2021 through the assignment of $1,775,275 of notes to Forte (see Note 7 to the financial statements accompanying this report) and the issuance of common shares upon the receipt of conversion notices aggregating $479,900.

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SIX MONTHS ENDED JUNE 30, 2022 COMPARED TO SIX MONTHS ENDED JUNE 30, 2021

Revenues

We had no revenues from operations for the six months ended June 30, 2022 and 2021.

Operating Expenses

Selling, General and Administrative Expenses

Selling, general and administrative expenses and related percentages for the six months ended June 30, 2022 and 2021 were as follows (dollar amounts in thousands):

	For the six months ended June 30
	2022			2021
Selling, general and administrative	$	473		$	324
Increase from prior year	$	149		$	(61	)
Percent change from prior year		46	%

During the six months ended June 30, 2022, the Company focused on business development activities and the negotiation and finalization of certain licensing transactions.

For the six months ended June 30, 2022 and 2021, selling, general and administrative expenses were made up as follows (dollar amounts in thousands):

	For the six months ended June 30
	2022		2021
Shareholder and investor relations	$	6	$	10
Professional fees and consulting costs		73		58
Consulting fees with related parties		206		-
Board fees		50		60
Salaries and benefits		127		189
Other expenses		11		7

The selling, general and administrative expense categories for the six months ended June 30, 2022 included the following items:

●  Professional fees and advisory fees were for services provided for legal, tax and accounting services directly associated with the Company’s financial reorganization efforts and licensing strategies implemented in the second quarter of 2022.

● Two shareholders provided services to the Company during the second quarter of 2022. The Company’s board of directors approved the issuance of a $200,000 convertible promissory note to Noreen Griffin, a shareholder of the Company for services performed in connection with the recapitalization of the Company. This note was converted into common shares at $0.05 per share during the quarter. Another shareholder was paid $6,000 for advisory services.

● Payroll expenses reflect accrued salaries and statutory tax benefits including one part time accountant to support financial reporting.

The increase in selling, general and administrative expenses for the six months ended June 30, 2022 over the same period in 2021 was primarily due to an increase in consulting fees with related parties and professional fees and consulting costs, offset by decreased salaries and benefits.

Research and Development Expenses

The Company did not incur any research and development related costs during the first and second quarters of 2022.

During the six months ended June 30, 2021, the Company recorded approximately $153,000 in fees to Penn State related to license maintenance fees, minimum royalties, and various patent evaluation and filing expenses. These liabilities were assigned to Cytocom in connection with the August 12, 2020 letter agreements. As Penn State had not consented to the assignment of these fees, the Company retained the liability until paid by Cytocom; at that time, the Company recognized a gain on the assignment of liabilities.

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Non-operating Income (Expense)

The Company recognized several non-recurring non-operating transactions during the six-month period ended June 30, 2022 as described below.

The Company recognized a non-cash gain of $3,165,151 upon the assumption of certain Company defaulted notes and other vendor and employee obligations by Forte. The assignments of these obligations were made as consideration for the July 8, 2021 Amended License Agreement with Forte.

The Company recognized a non-cash gain of $297,579 upon the receipt of signed releases of obligations from certain vendors, employees, and notes holders in connection with the corporate recapitalization designed to improve the financial condition of the Company and to position it for future growth.

On June 29, 2022, the Company entered into agreements to allow certain warrants holders of and promissory notes currently in default to exercise and convert these instruments at $0.05 per share. The Company recognized the fair market value of the warrants using the Black Scholes valuation model and recognized a charge of $1,011,625 in connection with this action.

During the six-month period ended June 30, 2022, the Company recognized an asset impairment associated with the carrying value of the shares of common stock of STAB held by the Company in the amount of $362,250. (See Note 3 to the financial statements accompanying this report).

Interest Expense

Interest expense for the six months ended June 30, 2022 and 2021 were as follows (dollar amounts in thousands):

	For the six months ended June 30
	2022			2021
Interest expense	$	96		$	133
(Decrease) from prior year	$	(37	)	$	(80	)
Percentage change from prior year		(28	)%

The Company reduced the total notes outstanding as of June 30, 2021 through the assignment of $1,775,275 of notes to Forte (see Note 7 to the financial statements accompanying this report) and the issuance of common shares upon the receipt of conversion notices aggregating $479,900.

LIQUIDITY AND CAPITAL RESOURCES

Overview

Liquidity is measured by our ability to secure enough cash to meet our contractual and operating needs as they arise. The Company does not anticipate generating sufficient cash flows from our operations to fund the next twelve months. We had cash on hand of $271,533 at June 30, 2022, compared to $493,888 at December 31, 2021.

Summary of Cash Flows

For the six months ended June 30, 2022, the Company used $222,352 in cash to support operating activities. Included in net income for the six months ended June 30, 2022, are non-cash gains of: $3,165,151 recognized upon the assignment of notes and other obligations in connection with a license agreement, $297,579 recognized upon the settlement with owners of the obligations, offset by non-cash charges upon the recognition of an asset impairment of the STAB common shares held by the Company, and a charge for the market value from the modification of certain warrant provisions.

During the six months ended June 30, 2021, the Company used $126,755 in operating activities. Net income from operations was $677,705 during the six months ended June 30, 2021 included non-cash items aggregating $1,286,923 related to a gain on the settlement of liabilities and changes in carrying value of derivative liability. The reason for the increase in operating activities was the increase in selling, general and administrative expenses.

No cash was provided by or used in investing activities during either the six months ended June 30, 2021 or the six months ended June 30, 2022.

During the first half of 2021, the Company received $140,000 from investors for which the documentation had not been completed as of June 30, 2021. These proceeds are included in financing activities during the six months ended June 30, 2021.No cash was used in or provided by financing activities during the six months ended June 30, 2022.

The Company does not expect to generate revenues in the foreseeable future. If the Company is unable to raise additional working capital to meet its operating obligations and expenditures, the Company will be required to modify its business plan.

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OFF BALANCE SHEET ARRANGEMENTS

During the six months ended June 30, 2022, and 2021, the Company did not engage in any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial conditions, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We have identified the policies below as critical to our business operations and the understanding of its results of operations. The Company’s senior management has reviewed these critical accounting policies and related disclosures with the Company’s board of directors. The impact and any associated risks related to these policies on our business operations are discussed throughout this section where such policies affect our reported and expected financial results.

Fair Value of Financial Instruments

In accordance with the reporting requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 825, “Financial Instruments”, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments.

Cash, cash equivalents and accounts payable are accounted for at cost which approximates fair value due to the relatively short maturity of these instruments. The carrying value of the Company’s investment in the common stock of Statera BioPharma, Inc. (“STAB”) has been measured based on the quoted per share price as reported on NASDAQ and reflects an impairment loss as of June 30, 2022. The carrying value of notes payable approximate fair value since they bear market rates of interest and other terms. None of these instruments are held for trading purposes.

Research and Development Costs

Research and development costs are charged to expense as incurred and are typically comprised of expenses associated with advancing the commercialization of our technologies.

Income Taxes

The Company follows ASC Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Stock-Based Compensation and Issuance of Stock for Non-Cash Consideration

The Company measures and recognizes compensation expense for share-based awards based on estimated fair values equaling either the market value of the shares issued, or the value of consideration received, whichever is more readily determinable. Generally, the non-cash consideration pertains to services rendered by consultants and others and has been valued at the fair value of the Company’s common stock at the date of the agreement.

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC Topic 718, “Compensation-Stock Compensation.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Based on this evaluation, the principal executive officer and the principal financial officer concluded that, because of the weakness in internal control over financial reporting described below, our disclosure controls and procedures are ineffective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Management assessed the effectiveness of our internal control over financial reporting using the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon this assessment, management concluded that our internal control over financial reporting was not effective. The reportable conditions and material weakness relate to a limited segregation of duties and lack of an audit committee. The limited segregation of duties within the Company and the lack of an audit committee are due to the small number of employees. Management has determined that this control deficiency constitutes a material weakness. This material weakness could result in material misstatements of significant accounts and disclosures that would result in a material misstatement to our interim or annual financial statements that would not be prevented or detected. In addition, due to limited staffing, we are not always able to detect minor errors or omissions in reporting.

Going forward, management anticipates that additional staff will be necessary to remediate these weaknesses, as well as other planned improvements. Additional staff will enable us to document and apply transactional and periodic controls procedures, permit a better review and approval process and improve quality of financial reporting. However, the potential addition of new staff is contingent on obtaining additional financing, and there is no assurance that we will be able to do so.

Limitations on the Effectiveness of Disclosure Controls and Procedures and Internal Control Over Financial Reporting

Readers are cautioned that our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our control have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any control design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

21

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On January 27, 2022, the Company was named as defendant in a lawsuit filed in the Superior Court of the State of Arizona for the County of Maricopa by Ira Gaines (“Mr. Gaines”). The lawsuit is based on claims for breach of contract alleging the failure by the Company to make required payments of principal and interest arising out of the secured promissory note dated October 1, 2019 made by the Company in favor of Mr. Gaines in the original principal amount of $150,000. The relief sought by the plaintiff includes payment by the Company of the full principal balance, accrued and unpaid interest, continuing interest through the date of entry of judgment, late fees, post-judgment interest, and attorneys’ fees. The Company has retained counsel to respond to the complaint. As of August 2022, the case is pending.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the quarter ended June 30, 2022, the Company issued or sold the following securities:

The Company issued 12,565,000 shares of common stock upon the exercise of warrants at the exercise price of $0.05 per share.

The Company issued 6,630,060 shares of common stock to certain note holders, who utilized $302,000 in principal and $29,503 in accrued interest and penalties as proceeds in the exercise of warrants for shares of common stock at the warrants’ exercise price of $0.05 per share.

The Company issued 7,255,660 shares of common stock to certain note holders and in satisfaction of certain vendor and employee obligations, who converted the related obligations into shares of common stock at a conversion price of $0.05 per share.

The Company issued 49,500 shares of common stock to a vendor for services provided at a share price of $0.05.

The issuance of the convertible promissory notes, shares of common stock upon the exercise of warrants, and shares of common stock upon conversion of promissory notes described above will not be registered under the Securities Act of 1933, as amended, or the Securities Act, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, and/or Regulation D promulgated thereunder.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Refer to Note 4 to the Condensed Consolidated Financial Statements of Part I Item 1, which is incorporated by reference, for additional details. The notes payable on the Company’s Condensed Consolidated Balance Sheet above contains, at June 30, 2022, certain promissory notes on which the Company was in arrears on payment of principal as follows:

● $33,500 promissory note issued in 2014. The note accrues interest at 10% and matured in 2015.

● $50,000 promissory note issued in 2016.The note accrues interest at 2% and matured in 2017.

● $36,218 promissory note issued in 2017.The note accrues interest at 2% and matured in 2018.

● $178,605 of promissory notes issued in 2018.The notes accrue interest at 2% and matured in 2019.

● $23,000 promissory note issued in 2019.The note accrues interest at 2%

● $231,478 in promissory notes issued in 2019. The notes accrue interest at 6% and matured in 2020.

● $150,000 promissory note issued in 2019. The note accrued interest at 15% and matured in 2021.

● $174,400 promissory note issued in 2021.The note accrues interest at 5% and matures in 2022.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

22

ITEM 6. EXHIBITS

The following exhibits are filed with this Quarterly Report:

Exhibit	Description
3.1	Restated Articles of Incorporation, incorporated by reference to Immune Therapeutics, Inc. Form 10 Registration Statement filed with the Securities and Exchange Commission on April 22, 2013 and the Amendment No. 1 to the Form 10 Registration Statement filed with the Securities and Exchange Commission on June 7, 2013.
3.2	Articles of Amendment to Articles of Incorporation, filed October 27, 2014, incorporated by reference to Exhibit 3.2 Immune Therapeutics, Inc. 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 16, 2021.
3.3	Articles of Amendment to Articles of Incorporation, incorporated by reference to Exhibit 10.68 of Immune Therapeutics, Inc. Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on June 29, 2020
3.4	Articles of Amendment to Articles of Incorporation, incorporated by reference to Exhibit 10.69 of Immune Therapeutics, Inc. Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on June 29, 2020.
3.5	Bylaws, incorporated by reference to Immune Therapeutics, Inc. Form 10 Registration Statement filed with the Securities and Exchange Commission on April 22, 2013 and the Amendment No. 1 to the Form 10 Registration Statement filed with the Securities and Exchange Commission on June 7, 2013.
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Chief Executive Officer pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith

** Furnished herewith

23

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Immune Therapeutics, Inc.
Date: August 24, 2022	By:	/s/ Dr. Stephen Wilson
	Name:	Dr. Stephen Wilson
	Title:	Chief Executive Officer

	Immune Therapeutics, Inc.
Date: August 24, 2022	By:	/s/ Glen Farmer
	Name:	Glen Farmer
	Title:	Chief Financial Officer

24

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Dr. Stephen Wilson, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Immune Therapeutics, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 24, 2022	By:	/s/ Dr. Stephen Wilson
		Dr. Stephen Wilson
		Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Glen Farmer, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Immune Therapeutics, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 24, 2022	By:	/s/ Glen Farmer
		Glen Farmer
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Immune Therapeutics, Inc. (the “Company”) on Form 10-Q for the quarter ending June 30, 2022 as filed with the Securities and Exchange Commission (the “Report”), I , Dr. Stephen Wilson, Chief Executive Officer (Principal Executive Officer) of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date: August 24, 2022	By:	/s/ Dr. Stephen Wilson
		Dr. Stephen Wilson
		Chief Executive Officer
		(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Immune Therapeutics, Inc. (the “Company”) on Form 10-Q for the quarter ending June 30, 2022 as filed with the Securities and Exchange Commission (the “Report”), I , Glen Farmer, Chief Financial Officer (Principal Financial and Accounting Officer) of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date: August 24, 2022	By:	/s/ Glen Farmer
		Glen Farmer
		Chief Financial Officer (Principal Financial and Accounting Officer)

XML

Cover - shares	6 Months Ended
	Jun. 30, 2022	Aug. 24, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	000-54933
Entity Registrant Name	IMMUNE THERAPEUTICS, INC.
Entity Central Index Key	0001559356
Entity Tax Identification Number	59-3226705
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	2431 Aloma Ave
Entity Address, Address Line Two	Suite 124
Entity Address, City or Town	Winter Park
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32792
City Area Code	888
Local Phone Number	613-8802
Title of 12(b) Security	None
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		71,079,143

XML

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 271,533	$ 493,885
Investment in common stock		2,645,000
Total current assets	271,533	3,138,885
Total assets	271,533	3,138,885
Current Liabilities:
Accounts payable	1,431,373	2,184,848
Notes payable	1,077,202	3,070,208
Due to related parties	1,180,250	891,420
Accrued payroll	2,639,619	3,421,176
Accrued liabilities	307,518	239,558
Accrued interest	205,201	564,300
Undocumented investor advances		715,631
Total current liabilities	6,841,163	11,087,141
Total liabilities	6,841,163	11,087,141
Commitments and Contingencies
Stockholders’ Deficit:
Common stock – par value $0.0001; 750,000,000 shares authorized; 20,353,893 and 483,714 shares issued and outstanding respectively	2,035	49
Additional paid in capital	373,614,147	371,473,810
Stock issuances due	10,303	10,303
Accumulated deficit	(380,196,115)	(379,432,418)
Total stockholders’ deficit	(6,569,630)	(7,948,256)
Total liabilities and stockholders’ deficit	$ 271,533	$ 3,138,885

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	20,353,893	483,714
Common stock, shares outstanding	20,353,893	483,714

XML

Condensed Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Operating expenses
Selling, general and administrative	$ 292,117	$ 185,284	$ 473,733	$ 324,016
Research and development expense		3,974		152,667
Total operating expense	(292,117)	(189,258)	(473,733)	(476,683)
Income (loss) from operations	(292,117)	(189,258)	(473,733)	(476,683)
Other income (expense):
Gain on issuance of license agreement	3,165,151		3,165,151
Gain on settlement of obligations	297,579	108,693	297,579	108,693
Charge resulting from warrant modification and debt settlement	(1,011,625)		(1,011,625)
Impairment loss investment in common stock	(362,250)		(2,645,000)
Interest expense	(3,885)	(32,131)	(96,069)	(132,535)
Gain on derivative liability valuation				1,178,230
Total other expense	2,084,970	76,562	(289,964)	1,154,388
Net income (loss) income	1,792,853	(112,696)	(763,697)	677,705
Net income (loss) attributable to common stockholders	$ 1,792,853	$ (112,696)	$ (763,697)	$ 677,705
Basic income (loss) income per share attributable to common stockholders	$ 2.57	$ (0.23)	$ (1.29)	$ 1.41
Diluted income (loss) earnings per share attributable to common stockholders	$ 0.23	$ (0.23)	$ (1.29)	$ 0.05
Basic weighted average number of shares outstanding	696,752	481,906	590,822	480,115
Diluted weighted average number of shares outstanding	7,804,548	481,906	590,822	13,874,667

XML

Consolidated Statements of Stockholders' Equity/(Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock To Be Issued [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2020	$ 48	$ 371,341,120	$ 10,303	$ (383,018,452)	$ (11,666,981)
Beginning balance, shares at Dec. 31, 2020	476,504
Issuance of common stock upon conversion of notes and obligations	$ 1	56,479			56,480
Issuance of common stock upon conversion of notes and obligations, shares	5,402
Extinguishment of derivative liability upon conversion of debt		76,211			76,211
Net income				677,705	677,705
Ending balance, value at Jun. 30, 2021	$ 49	371,473,810	10,303	(382,340,747)	(10,856,585)
Ending balance, shares at Jun. 30, 2021	481,906
Beginning balance, value at Dec. 31, 2021	$ 49	371,473,810	10,303	(379,432,418)	(7,948,256)
Beginning balance, shares at Dec. 31, 2021	483,714
Issuance of common stock upon conversion of notes and obligations	$ 726	479,174			479,900
Issuance of common stock upon conversion of notes and obligations, shares	7,255,660
Net income				(763,697)	(763,697)
Issuance of common stock for services	$ 4	2,470			2,474
Issuance of common stock for services, shares	49,500
Issuance of common stock upon warrant exercise	$ 1,256	647,068			648,324
Issuance of common stock upon warrant exercise, shares	12,565,000
Charge resulting from warrant modification		1,011,625			1,011,625
Ending balance, value at Jun. 30, 2022	$ 2,035	$ 373,614,147	$ 10,303	$ (380,196,115)	$ (6,569,630)
Ending balance, shares at Jun. 30, 2022	20,353,874

XML

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$ 1,792,853	$ (112,696)	$ (763,697)	$ 677,705
Adjustments to reconcile net income to net cash flows (used in) operating activities:
Gain on issuance of license agreement	(3,165,151)		(3,165,151)
Gain on settlement of obligations			(297,579)	(108,693)
Impairment loss on investment in common stock			2,645,000
Charge resulting from warrant modification	1,011,625		1,011,625
Change in value of derivative				(1,178,230)
Amortization of debt discount				34,789
Changes in operating assets and liabilities:
Deposits				200
Accounts payable			(146,811)	130,053
Accrued payroll			4,620	(24,834)
Net due to related parties				231,091
Accrued interest			83,265	97,746
Accrued liabilities			67,960	13,418
Net cash (used in) operating activities			(560,768)	(126,755)
CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from undocumented investor advances			6,369	140,000
Proceeds from related parties			332,047
Net cash provided by financing activities			338,416	140,000
Net increase in cash and cash equivalents			(222,352)	13,245
Cash and cash equivalents at beginning of period			493,885	9,971
Cash and cash equivalents at end of period	$ 271,533	$ 23,216	271,533	23,216
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Conversion of debt and accrued interest to common stock			1,128,224	56,480
Reclassification to notes payable from accrued interest				$ 243,568

XML

Company Overview

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Company Overview

1. Company Overview

Immune Therapeutics Inc. (the “Company” or “IMUN”) is a Florida corporation trading on the OTC-Pink. The Company is a drug development and commercialization company. We identify, evaluate, and seek to acquire technologies in the medical device and drug development sectors with the intent to further develop them and move them to commercialization.

Going Concern

As of June 30, 2022, the Company had $271,533 in cash and a stockholders’ deficit of $6,569,630. For the six months ended June 30, 2022, the Company reported net loss of $763,697 which included: non-cash gains from the settlement of certain notes and other current obligations upon the issuance of common shares, non-cash charges for the write-off the Company’s investment in common shares of Statera BioPharma, Inc., and the revaluation of the fair market value of certain warrants. For the six months ended June 30, 2021, the Company reported net income of $677,705.

Historically, the Company has relied on the funding of operations through private equity financings and management expects operating losses and negative cash flows to continue at more significant levels in the future. As the Company continues to incur losses, transition to profitability is dependent upon the successful development, approval, and commercialization of product candidates as they become available and the achievement of a level of revenues adequate to support the Company’s cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional cash. Management intends to fund future operations through additional private or public debt or equity offerings and may seek additional capital through arrangements with strategic partners or from other sources.

Working capital on June 30, 2022 is not sufficient to meet the cash requirements to fund planned operations through the next twelve months without additional sources of cash. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.

Management is continuing to develop strategies to re-capitalize the Company and position it for future growth. Key steps to this process include:

● Improve the condition of the balance sheet via license arrangements and capital infusions.

● Identify and acquire late-stage assets for commercialization.

● Build out operational infrastructure to generate revenue opportunities to grow shareholder value.

There can be no guarantees that the Company will be successful in securing adequate capital to continue operations and in identifying and acquiring assets for future development. If the Company is unable to secure new working capital, other alternative strategies will be required.

Historically, the Company has been able to acquire and develop assets, spin them out and retain both an equity stake and royalties and milestone payments. In so doing, the Company has acted as an incubator for late-stage drug development. Management believes that this strategy can continue to be successful. At this time, the Company is reviewing several opportunities which it may pursue as soon as funding is available. At present no definitive actions have been taken.

There can be no guarantees that the Company will be successful in:

● Executing its restructuring plan;

● Securing adequate capital to continue operations; or

● Identifying and acquiring assets for future development.

Company History

Immune Therapeutics, Inc. (the “Company” or “IMUN”) was initially incorporated in Florida on December 2, 1993, as Resort Clubs International, Inc. (“Resort Clubs”). It was formed to manage and market golf course properties in resort markets throughout the United States. Galliano International Ltd. (“Galliano”) was incorporated in Delaware on May 27, 1998 and began trading in November 1999 through the filing of a 15C-211. On November 10, 2004, Galliano merged with Resort Clubs. Resort Clubs was the surviving corporation. On August 23, 2010, Resort Clubs changed its name to pH Environmental Inc. (“pH Environmental”). On April 23, 2012, pH Environmental completed a name change to TNI BioTech, Inc., and on April 24, 2012, we executed a share exchange agreement for the acquisition of all the outstanding shares of TNI BioTech IP, Inc. On September 4, 2014, a majority of our shareholders approved an amendment to our Amended and Restated Articles of Incorporation, as amended, to change our name to Immune Therapeutics, Inc. We filed our name change amendment with the Secretary of State of Florida on October 27, 2014, changing our name to Immune Therapeutics, Inc.

XML

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2021 (including the notes thereto) set forth in the Company’s Annual Report on Form 10- K for that period.

Use of Estimates

The preparation of the Company’s financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from such estimates.

Cash, Cash Equivalents, and Short-Term Investments

The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposits, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company is exposed to credit risk, subject to federal deposit insurance, in the event of a default by the financial institutions holding its cash and cash equivalents to the extent of amounts recorded on the condensed consolidated balance sheets. The cash accounts are insured by the Federal Deposit Insurance Corporation up to $250,000.

Segment and Geographic Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment and does not segment the business for internal reporting or decision making.

Fair Value of Financial Instruments

In accordance with the reporting requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 825, “Financial Instruments”, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments.

Cash, cash equivalents and accounts payable are accounted for at cost which approximates fair value due to the relatively short maturity of these instruments. The carrying value of the Company’s investment in the common stock of Statera BioPharma, Inc. (“STAB”) has been measured based on the quoted per share price as reported on NASDAQ and reflects an impairment loss as of June 30, 2022. The carrying value of notes payable approximate fair value since they bear market rates of interest and other terms. None of these instruments are held for trading purposes.

Research and Development Costs

Research and development costs are charged to expense as incurred and are typically comprised of expenses associated with advancing the commercialization of our technologies. The Company did not incur any research and development costs during the six months ended June 30, 2022.

Income Taxes

The Company follows ASC Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The standard addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Topic 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

At the date of adoption, and as of June 30, 2022 and 2021, the Company does not have a liability for unrecognized tax uncertainties. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of June 30, 2022, and 2021, the Company does not have any interest or penalties related to uncertain tax positions.

Stock-Based Compensation and Issuance of Stock for Non-Cash Consideration

The Company did not grant any stock-based compensation awards during the six months ended June 30, 2022 and 2021.

The Company measures and recognizes compensation expense for share-based awards based on estimated fair values equaling either the market value of the shares issued, or the value of consideration received, whichever is more readily determinable. Generally, the non-cash consideration pertains to services rendered by consultants and others and has been valued at the fair value of the Company’s common stock at the date of the agreement.

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC Topic 718, “Compensation-Stock Compensation.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete.

Net Income per Share

For the six-month period ended June 30, 2022, basic and diluted net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. For the three-month period ended June 30, 2022, basic net income per share is calculated by dividing the net income attributable to common shareholders by the weighted average number of common shares outstanding for the quarter using the treasury-stock method and the if-converted method.

A reconciliation for the three- and six-month periods ended June 30, 2022 of the weighted average shares outstanding used in basic and diluted earnings per share computation is as follows:

For the three months ended June 30, 2022	Net Income (Numerator)			Weighted Average Common Shares (Denominator)		Per Share Amount
Basic EPS
Income available to common stockholders	$	1,792,853			696,752	$	2.57
Diluted EPS
Assumed exercise of outstanding warrants					6,954,432
Assumed conversion of convertible notes					153,364
Income attributed to common stockholders					7,804,548	$	0.23
For the six months ended June 30, 2022
Basic EPS
Loss attributed to common stockholders	$	(763,697	)		590,822	$	(1.29	)
Diluted EPS							(1.29	)

Recent Accounting Standards

The Company has reviewed the accounting pronouncements issued by the Financial Accounting Standards Board during the six months ended June 30, 2022.

In August 2020, the FASB issued ASU-2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contract in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon the adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. ASU 2020-06 will reduce the issue discount and result in less non-cash interest in the financial statements. ASU 2020-06 revises the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. The type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. ASU 2020-06 simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 23, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year. The Company has adopted ASU 2020-06 effective January 1, 2022. (See Note 4)

Management does not believe there are other significant accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.

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Investment in Common Stock of Statera BioPharma, Inc.

6 Months Ended

Jun. 30, 2022

Investment Company [Abstract]

Investment in Common Stock of Statera BioPharma, Inc.

Note 3. Investment in Common Stock of Statera BioPharma, Inc.

In 2021, Cytocom, Inc., a former subsidiary of the Company (“Cytocom”), announced the completion of its merger with Cleveland BioLabs, Inc. (“CBLI”) which resulted in the Company’s receipt of 1,150,000 common shares of CBLI, reflecting the Company’s retained minority interest in Cytocom. Subsequent to the merger, CBLI adopted a new corporate name, Statera BioPharma, Inc., with the ticker symbol “STAB” effective September 1, 2021. Cytocom emerged as a publicly traded entity following the merger with CBLI.

The Company evaluated the carrying value of the STAB common shares during the three-month period ended June 30, 2022 and determined that an impairment loss of $362,250 should be reflected in the Statement of Operations. The impairment loss reflects the Company’s assessment of a series of events reported by Statera BioPharma, Inc. to the Securities and Exchange Commission on and after March 25, 2022 including alleged events of default with respect to STAB’s outstanding indebtedness, resignations of members of STAB’s board of directors and notice by STAB to NASDAQ of its failure to comply with the Nasdaq Listing Rules. As a result of the foregoing, the Company recognized an impairment loss of $362,250 during the three-month period ended June 30, 2022.

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Notes payable

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Notes payable

4. Notes payable

During the three-month period ended June 30, 2022 the Company reported the following activity in notes and accrued interest:

●  The Company assigned $1,775,275 in notes and $264,790 in accrued interest and penalties to Forte Animal Health, Inc. (“Forte”) upon the receipt of release and assignments signed by these note holders in connection with the issuance of an Amended License Agreement. (Note 7) In connection with the Amended License Agreement, Forte issued 2,235,000 of its outstanding stock to the Company, representing 15% of the issued and outstanding shares of Forte.

● Certain note holders utilized $302,000 in principal and $29,503 in accrued interest and penalties as proceeds in the exercise of warrant for common shares at a conversion rate of $0.05 per share.

● Certain note holders converted $605,345 in principal and $209,610 in accrued interest and penalties into common shares at a conversion price of $0.05 per share.

● The Company issued $246,357 in new notes in satisfaction of certain vendor and employee obligations. The new notes have a conversion price of $0.05 per share.

Notes outstanding as of June 30, 2022 and December 31, 2021 are as follows:

	June 30, 2022		December 31, 2021
Promissory notes issued between December 2014 and January 2015. Lender earns interest at 10%. Notes were to be repaid in 36 monthly instalments of principal and interest commencing no later than October 15, 2015. These notes are in default.	$	33,500	$	70,000
Promissory notes issued between May 2015 and June 2016 and matured between February 2017 and November 2018. Lenders earn interest at rates between 2% and 10%. These notes are in default.	$	-		149,500
Promissory notes were issued in 2016. The notes accrue interest at 2% and matured between November 2017 and December 2017. These notes are in default.	$	50,000		606,500
Promissory notes were issued in 2017 accrue interest at 2% and matured between January 2018 and September 2018. These notes are in default.	$	-		205,000
Promissory notes were issued in 2017 accrue interest at 2% and matured in May 2018. These notes are in default.	$	-		150,000
Promissory notes were issued in 2017 accrue interest at 2% and matured between August 2018 and September 2018. These notes are in default.	$	36,218		116,800
Promissory notes were issued in 2017 accrue interest at 2%.	$	-		105,500
Promissory notes were issued in the 2018 accrue interest at 2% and matured between May 2018 and January 2019. These notes are in default.	$	-		47,975
Promissory notes were issued in 2018 accrue interest at 2% and matured between July 2018 and October 2018. These notes include warrants between 1,000 and 5,000 shares with an exercise price of $.05. These notes are in default.	$	-		65,000
Promissory notes were issued in 2018. The notes accrue interest at 2% and matured between August 2019 and January 2019. These notes include warrants between 60,000 and 500,000 shares with an exercise price of $0.05. These notes are in default.	$	-		118,000
Promissory notes were issued in 2018. The notes accrue interest at 2% and matured between January 2019 and November 2019. These notes are in default.	$	178,605		323,855
Promissory note was issued to a related party in the first quarter of 2019. The note accrues interest at 2% and matured during July 2019. The note includes warrants for 4,600 shares with an exercise price of $.05. The note is in default.	$	23,000		23,000
Promissory note was issued in the first quarter of 2019. The note accrues interest at 6% and matured in February 2020.The note is in default.	$	231,478		231,478
Promissory note was issued in the second quarter of 2019 accrues interest at 2% and matured in July 2019. The notes include warrants for 10,000 shares with an exercise price of $.05. The note is in default.	$	-		10,000
Promissory note issued in October 2019 for the settlement of outstanding debt in the same amount. The note accrues interest at 15% per annum, with $1,875 due in monthly interest payments, and matured on April 30, 2021. The note is in default.	$	150,000		150,000
Promissory note issued in the third quarter of 2020 accrues interest at 12% and matured in August 2021. The outstanding principal and interest accrued on this note were converted into 5,402 common shares in February 2021.		-		53,000
Promissory note accrue interest at 5%, matured in March 2022 and were issued in the second quarter of 2021 upon the cancellation of a previous obligation. The new notes reflect all principal, interest and penalties associated with the original instrument. This note is in default.	$	174,400		697,600
Convertible promissory note accrues interest at 6%, is convertible at $0.05 per share and matures in June 2022. The holder, shareholder Noreen Griffin, converted the note in July 2022.		200,000		-
	$	1,077,201	$	3,070,208

At June 30, 2022, the Company had $419,718 in promissory notes payable to shareholders of record on that date.

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Capital Structure – Common Stock and Stock Purchase Warrants

6 Months Ended

Jun. 30, 2022

Stockholders' Equity Note [Abstract]

Capital Structure – Common Stock and Stock Purchase Warrants

5. Capital Structure – Common Stock and Stock Purchase Warrants

Each holder of common stock is entitled to vote on all matters and is entitled to one vote for each share held. No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock or any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.

Stock Warrants

On June 29, 2022, the Company’s board of directors approved a resolution to clarify the anti-dilution protection granted to certain note and warrant holders. In connection with this board action, the Company recognized a non-cash charge of $1,011,625 in the Statement of Operations for the three- and six-month periods ended June 30, 2022. The fair value of the re-measured warrants was determined using the Black Scholes model and used the following assumptions:

Expected term (years)	0.63
Risk free rate	2.04	%
Volatility	436	%
Dividend yield	-

The average risk-free interest rate is based on the U.S. Treasury security rate in effect on June 29, 2022. We determined expected volatility using the historical closing stock price. The expected life was determined using the simplified method as we do not believe we have sufficient historical warrant exercise experiences on which to base the expected term.

Warrant holders exercised 12,565,000 common stock warrants during the second quarter of 2022. An additional 31,899 warrants were forfeited or cancelled during the second quarter of 2022. During the six months ended June 30, 2021, no warrants issued or exercised.

The following is a summary of outstanding common stock warrants as of June 30, 2022.

Expiration Date	Number of Shares		Exercise Price		Remaining Life (years)
Third Quarter 2022		1,650	$	50-100		0.25
Fourth Quarter 2022		9,811	$	80-290		0.50
First Quarter 2023		1,004,000	$	0.05-40		0.75
Second Quarter 2023		2,000	$	200		1.00
Third Quarter 2023		1,701,500	$	0.05-100		1.25
Fourth Quarter 2023		2,249,300	$	0.05-2		1.50
First Quarter 2024		2,460,000	$	0.05		1.75
Third Quarter 2028		3,000	$	70		6.25
Second Quarter 2032		28,995	$	10-70		10
		7,460,257	$	0.05-290

Following is a summary of stock warrant activity for the six months ended June 30 2022:

	Number of Shares			Exercise Price		Weighted Average Price
Warrants as of December 31, 2021		20,057,156		$	2-290	$	5.21
Issued		-		$	-	$	-
Expired and forfeited		(31,899	)	$	200	$	9.22
Exercised		(12,565,000	)	$	-	$	-
Warrants as of June 30, 2022		7,460,257		$	0.05-290	$	5.52

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Income Taxes – Results of Operations

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes – Results of Operations

6. Income Taxes – Results of Operations

There was no income tax expense reflected in the results of operations for the periods ended June, 2022 and 2021 because the Company has significant net loss operating carryforwards available to offset the potential tax liabilities. Our tax rate can be affected by recurring items, such as tax rates in foreign jurisdictions and the relative amount of income we earn in jurisdictions. It may also be affected by discrete items that may occur in any given year but are not consistent from year to year.

For U.S. federal purposes the corporate statutory income tax rate was 21%, for 2022 and 2021 tax years. The Company has recognized no tax benefit for the losses generated for the periods through June 30, 2022.

ASC Topic 740 requires that a valuation allowance be provided if it is more likely than not that some portion or all a deferred tax asset will not be realized. The Company’s ability to realize the benefit of its deferred tax asset will depend on the generation of future taxable income. Because the Company has yet to recognize revenue, we believe that the full valuation allowance should be provided.

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License Agreement with Forte Animal Health, Inc.

6 Months Ended

Jun. 30, 2022

License Agreement With Forte Animal Health Inc.

License Agreement with Forte Animal Health, Inc.

7. License Agreement with Forte Animal Health, Inc.

On July 8, 2021 the Company entered into an amended license agreement with Forte Animal Health, Inc (“Forte”). The initial license fee included the assignment of certain Company defaulted notes and other vendor and employee obligations. During the second quarter of 2022, these debtors associated with the assigned obligations completed the assignment of $1,775,275 in notes payable, $264,790 of accrued interest and $1,125,086 in other vendor and employee obligations to Forte. The Company recognized a non-cash gain upon the assignment of these obligations.

In connection with the amended license agreement, Forte issued 2,235,000 of its outstanding stock to the Company, representing 15% of the issued and outstanding shares of Forte. The Company has not recognized a minority interest in the balance sheet as of June 30, 2022 as Forte is in the start-up phase of its business and has no earnings from operations to date.

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Subsequent Events

6 Months Ended

Jun. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

8. Subsequent Events

The Company issued 50,731,896 common shares after June 30, 2022 in connection with convertible promissory note conversions at $0.05 per share.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2021 (including the notes thereto) set forth in the Company’s Annual Report on Form 10- K for that period.

Use of Estimates

Use of Estimates

The preparation of the Company’s financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from such estimates.

Cash, Cash Equivalents, and Short-Term Investments

Cash, Cash Equivalents, and Short-Term Investments

The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposits, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company is exposed to credit risk, subject to federal deposit insurance, in the event of a default by the financial institutions holding its cash and cash equivalents to the extent of amounts recorded on the condensed consolidated balance sheets. The cash accounts are insured by the Federal Deposit Insurance Corporation up to $250,000.

Segment and Geographic Information

Segment and Geographic Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment and does not segment the business for internal reporting or decision making.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

In accordance with the reporting requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 825, “Financial Instruments”, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments.

Cash, cash equivalents and accounts payable are accounted for at cost which approximates fair value due to the relatively short maturity of these instruments. The carrying value of the Company’s investment in the common stock of Statera BioPharma, Inc. (“STAB”) has been measured based on the quoted per share price as reported on NASDAQ and reflects an impairment loss as of June 30, 2022. The carrying value of notes payable approximate fair value since they bear market rates of interest and other terms. None of these instruments are held for trading purposes.

Research and Development Costs

Research and Development Costs

Research and development costs are charged to expense as incurred and are typically comprised of expenses associated with advancing the commercialization of our technologies. The Company did not incur any research and development costs during the six months ended June 30, 2022.

Income Taxes

Income Taxes

The Company follows ASC Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The standard addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Topic 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

At the date of adoption, and as of June 30, 2022 and 2021, the Company does not have a liability for unrecognized tax uncertainties. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of June 30, 2022, and 2021, the Company does not have any interest or penalties related to uncertain tax positions.

Stock-Based Compensation and Issuance of Stock for Non-Cash Consideration

Stock-Based Compensation and Issuance of Stock for Non-Cash Consideration

The Company did not grant any stock-based compensation awards during the six months ended June 30, 2022 and 2021.

The Company measures and recognizes compensation expense for share-based awards based on estimated fair values equaling either the market value of the shares issued, or the value of consideration received, whichever is more readily determinable. Generally, the non-cash consideration pertains to services rendered by consultants and others and has been valued at the fair value of the Company’s common stock at the date of the agreement.

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC Topic 718, “Compensation-Stock Compensation.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete.

Net Income per Share

Net Income per Share

For the six-month period ended June 30, 2022, basic and diluted net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. For the three-month period ended June 30, 2022, basic net income per share is calculated by dividing the net income attributable to common shareholders by the weighted average number of common shares outstanding for the quarter using the treasury-stock method and the if-converted method.

A reconciliation for the three- and six-month periods ended June 30, 2022 of the weighted average shares outstanding used in basic and diluted earnings per share computation is as follows:

For the three months ended June 30, 2022	Net Income (Numerator)			Weighted Average Common Shares (Denominator)		Per Share Amount
Basic EPS
Income available to common stockholders	$	1,792,853			696,752	$	2.57
Diluted EPS
Assumed exercise of outstanding warrants					6,954,432
Assumed conversion of convertible notes					153,364
Income attributed to common stockholders					7,804,548	$	0.23
For the six months ended June 30, 2022
Basic EPS
Loss attributed to common stockholders	$	(763,697	)		590,822	$	(1.29	)
Diluted EPS							(1.29	)

Recent Accounting Standards

Recent Accounting Standards

The Company has reviewed the accounting pronouncements issued by the Financial Accounting Standards Board during the six months ended June 30, 2022.

In August 2020, the FASB issued ASU-2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contract in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon the adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. ASU 2020-06 will reduce the issue discount and result in less non-cash interest in the financial statements. ASU 2020-06 revises the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. The type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. ASU 2020-06 simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 23, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year. The Company has adopted ASU 2020-06 effective January 1, 2022. (See Note 4)

Management does not believe there are other significant accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Schedule of Basic and Diluted Earnings per Share

For the three months ended June 30, 2022	Net Income (Numerator)			Weighted Average Common Shares (Denominator)		Per Share Amount
Basic EPS
Income available to common stockholders	$	1,792,853			696,752	$	2.57
Diluted EPS
Assumed exercise of outstanding warrants					6,954,432
Assumed conversion of convertible notes					153,364
Income attributed to common stockholders					7,804,548	$	0.23
For the six months ended June 30, 2022
Basic EPS
Loss attributed to common stockholders	$	(763,697	)		590,822	$	(1.29	)
Diluted EPS							(1.29	)

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Notes payable (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Schedule of Notes Payable

Notes outstanding as of June 30, 2022 and December 31, 2021 are as follows:

	June 30, 2022		December 31, 2021
Promissory notes issued between December 2014 and January 2015. Lender earns interest at 10%. Notes were to be repaid in 36 monthly instalments of principal and interest commencing no later than October 15, 2015. These notes are in default.	$	33,500	$	70,000
Promissory notes issued between May 2015 and June 2016 and matured between February 2017 and November 2018. Lenders earn interest at rates between 2% and 10%. These notes are in default.	$	-		149,500
Promissory notes were issued in 2016. The notes accrue interest at 2% and matured between November 2017 and December 2017. These notes are in default.	$	50,000		606,500
Promissory notes were issued in 2017 accrue interest at 2% and matured between January 2018 and September 2018. These notes are in default.	$	-		205,000
Promissory notes were issued in 2017 accrue interest at 2% and matured in May 2018. These notes are in default.	$	-		150,000
Promissory notes were issued in 2017 accrue interest at 2% and matured between August 2018 and September 2018. These notes are in default.	$	36,218		116,800
Promissory notes were issued in 2017 accrue interest at 2%.	$	-		105,500
Promissory notes were issued in the 2018 accrue interest at 2% and matured between May 2018 and January 2019. These notes are in default.	$	-		47,975
Promissory notes were issued in 2018 accrue interest at 2% and matured between July 2018 and October 2018. These notes include warrants between 1,000 and 5,000 shares with an exercise price of $.05. These notes are in default.	$	-		65,000
Promissory notes were issued in 2018. The notes accrue interest at 2% and matured between August 2019 and January 2019. These notes include warrants between 60,000 and 500,000 shares with an exercise price of $0.05. These notes are in default.	$	-		118,000
Promissory notes were issued in 2018. The notes accrue interest at 2% and matured between January 2019 and November 2019. These notes are in default.	$	178,605		323,855
Promissory note was issued to a related party in the first quarter of 2019. The note accrues interest at 2% and matured during July 2019. The note includes warrants for 4,600 shares with an exercise price of $.05. The note is in default.	$	23,000		23,000
Promissory note was issued in the first quarter of 2019. The note accrues interest at 6% and matured in February 2020.The note is in default.	$	231,478		231,478
Promissory note was issued in the second quarter of 2019 accrues interest at 2% and matured in July 2019. The notes include warrants for 10,000 shares with an exercise price of $.05. The note is in default.	$	-		10,000
Promissory note issued in October 2019 for the settlement of outstanding debt in the same amount. The note accrues interest at 15% per annum, with $1,875 due in monthly interest payments, and matured on April 30, 2021. The note is in default.	$	150,000		150,000
Promissory note issued in the third quarter of 2020 accrues interest at 12% and matured in August 2021. The outstanding principal and interest accrued on this note were converted into 5,402 common shares in February 2021.		-		53,000
Promissory note accrue interest at 5%, matured in March 2022 and were issued in the second quarter of 2021 upon the cancellation of a previous obligation. The new notes reflect all principal, interest and penalties associated with the original instrument. This note is in default.	$	174,400		697,600
Convertible promissory note accrues interest at 6%, is convertible at $0.05 per share and matures in June 2022. The holder, shareholder Noreen Griffin, converted the note in July 2022.		200,000		-
	$	1,077,201	$	3,070,208

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Capital Structure – Common Stock and Stock Purchase Warrants (Tables)

6 Months Ended

Jun. 30, 2022

Stockholders' Equity Note [Abstract]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

Expected term (years)	0.63
Risk free rate	2.04	%
Volatility	436	%
Dividend yield	-

Schedule of Outstanding Common Stock Warrant

The following is a summary of outstanding common stock warrants as of June 30, 2022.

Expiration Date	Number of Shares		Exercise Price		Remaining Life (years)
Third Quarter 2022		1,650	$	50-100		0.25
Fourth Quarter 2022		9,811	$	80-290		0.50
First Quarter 2023		1,004,000	$	0.05-40		0.75
Second Quarter 2023		2,000	$	200		1.00
Third Quarter 2023		1,701,500	$	0.05-100		1.25
Fourth Quarter 2023		2,249,300	$	0.05-2		1.50
First Quarter 2024		2,460,000	$	0.05		1.75
Third Quarter 2028		3,000	$	70		6.25
Second Quarter 2032		28,995	$	10-70		10
		7,460,257	$	0.05-290

Schedule of Outstanding Stock Warrants

Following is a summary of stock warrant activity for the six months ended June 30 2022:

	Number of Shares			Exercise Price		Weighted Average Price
Warrants as of December 31, 2021		20,057,156		$	2-290	$	5.21
Issued		-		$	-	$	-
Expired and forfeited		(31,899	)	$	200	$	9.22
Exercised		(12,565,000	)	$	-	$	-
Warrants as of June 30, 2022		7,460,257		$	0.05-290	$	5.52

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Company Overview (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 271,533		$ 271,533
Stockholders' equity	6,569,630	$ 10,856,585	6,569,630	$ 10,856,585	$ 7,948,256	$ 11,666,981
Net income loss	(1,792,853)	112,696	763,697	(677,705)
Net income loss	$ 1,792,853	$ (112,696)	$ (763,697)	$ 677,705

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Schedule of Basic and Diluted Earnings per Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Accounting Policies [Abstract]
Basic EPS, Income available to common stockholders	$ 1,792,853	$ (112,696)	$ (763,697)	$ 677,705
Basic EPS, Weighted average common shares, basic	696,752	481,906	590,822	480,115
Basic earnings per share	$ 2.57	$ (0.23)	$ (1.29)	$ 1.41
Assumed exercise of outstanding warrants	6,954,432
Assumed conversion of convertible notes	153,364
Income available to common stockholders	7,804,548	481,906	590,822	13,874,667
Diluted earnings per share	$ 0.23	$ (0.23)	$ (1.29)	$ 0.05

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Summary of Significant Accounting Policies (Details Narrative)	Jun. 30, 2022 USD ($)
Accounting Policies [Abstract]
Cash at federal deposit	$ 250,000

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Investment in Common Stock of Statera BioPharma, Inc. (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Impairment loss investment in common stock	$ 362,250		$ 2,645,000
Cleveland BioLabs, Inc. [Member]
Stock issued, shares acquisitions					1,150,000

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Schedule of Notes Payable (Details) - USD ($)		3 Months Ended			6 Months Ended	12 Months Ended			14 Months Ended
	Oct. 31, 2019	Sep. 30, 2020	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2022	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Jun. 30, 2016	Dec. 31, 2021	Jan. 31, 2015
Short-Term Debt [Line Items]
Notes payable					$ 1,077,201					$ 3,070,208
Notes Payable One [Member]
Short-Term Debt [Line Items]
Notes payable					33,500					70,000
Interest rate, percentage											10.00%
Notes Payable Two [Member]
Short-Term Debt [Line Items]
Notes payable										149,500
Debt instrument maturity date description									February 2017 and November 2018
Notes Payable Three [Member]
Short-Term Debt [Line Items]
Notes payable					50,000					606,500
Interest rate, percentage								2.00%
Debt instrument maturity date description								November 2017 and December 2017
Notes Payable Four [Member]
Short-Term Debt [Line Items]
Notes payable										205,000
Interest rate, percentage							2.00%
Debt instrument maturity date description							January 2018 and September 2018
Notes Payable Five [Member]
Short-Term Debt [Line Items]
Notes payable										150,000
Interest rate, percentage							2.00%
Debt instrument maturity date description							May 2018
Notes Payable Six [Member]
Short-Term Debt [Line Items]
Notes payable					36,218					116,800
Interest rate, percentage							2.00%
Debt instrument maturity date description							August 2018 and September 2018
Notes Payable Seven [Member]
Short-Term Debt [Line Items]
Notes payable										105,500
Interest rate, percentage							2.00%
Notes Payable Eight [Member]
Short-Term Debt [Line Items]
Notes payable										47,975
Interest rate, percentage						2.00%
Debt instrument maturity date description						May 2018 and January 2019
Notes Payable Nine [Member]
Short-Term Debt [Line Items]
Notes payable										65,000
Interest rate, percentage						2.00%
Debt instrument maturity date description						July 2018 and October 2018
Notes Payable Ten [Member]
Short-Term Debt [Line Items]
Notes payable										118,000
Interest rate, percentage						2.00%
Debt instrument maturity date description						August 2019 and January 2019
Notes Payable Eleven [Member]
Short-Term Debt [Line Items]
Notes payable					178,605					323,855
Interest rate, percentage						2.00%
Debt instrument maturity date description						January 2019 and November 2019
Notes Payable Twelve [Member]
Short-Term Debt [Line Items]
Notes payable					23,000					23,000
Interest rate, percentage				2.00%
Debt instrument maturity date description				July 2019
Notes Payable Thirteen [Member]
Short-Term Debt [Line Items]
Notes payable					231,478					231,478
Interest rate, percentage				6.00%
Debt instrument maturity date description				February 2020
Notes Payable Fourteen [Member]
Short-Term Debt [Line Items]
Notes payable										10,000
Interest rate, percentage			2.00%
Debt instrument maturity date description			July 2019
Notes Payable Fifteen [Member]
Short-Term Debt [Line Items]
Notes payable					150,000					150,000
Interest rate, percentage	15.00%
Debt instrument maturity date description	April 30, 2021
Notes Payable Sixteen [Member]
Short-Term Debt [Line Items]
Notes payable										53,000
Interest rate, percentage		12.00%
Debt instrument maturity date description		August 2021
Notes Payable Seventeen [Member]
Short-Term Debt [Line Items]
Notes payable					$ 174,400					697,600
Interest rate, percentage					5.00%
Notes Payable Eighteen [Member]
Short-Term Debt [Line Items]
Notes payable					$ 200,000
Interest rate, percentage					6.00%
Convertible price					$ 0.05
Debt instrument maturity date description					June 2022

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Schedule of Notes Payable (Details) (Parenthetical) - USD ($)		1 Months Ended	2 Months Ended	3 Months Ended			12 Months Ended			14 Months Ended
	Oct. 31, 2019	Feb. 28, 2021	Jan. 31, 2015	Sep. 30, 2020	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Jun. 30, 2016	Jun. 30, 2022
Short-Term Debt [Line Items]
Class of warrant or right, outstanding											7,460,257
Minimum [Member]
Short-Term Debt [Line Items]
Class of warrant or right, exercise price											$ 0.05
Maximum [Member]
Short-Term Debt [Line Items]
Class of warrant or right, exercise price											$ 290
Notes Payable One [Member]
Short-Term Debt [Line Items]
Interest rate, percentage			10.00%
Number of installments			36 months
Notes Payable Two [Member]
Short-Term Debt [Line Items]
Debt instrument maturity date description										February 2017 and November 2018
Notes Payable Two [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Interest rate, percentage										2.00%
Notes Payable Two [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Interest rate, percentage										10.00%
Notes Payable Three [Member]
Short-Term Debt [Line Items]
Interest rate, percentage									2.00%
Debt instrument maturity date description									November 2017 and December 2017
Notes Payable Four [Member]
Short-Term Debt [Line Items]
Interest rate, percentage								2.00%
Debt instrument maturity date description								January 2018 and September 2018
Notes Payable Five [Member]
Short-Term Debt [Line Items]
Interest rate, percentage								2.00%
Debt instrument maturity date description								May 2018
Notes Payable Six [Member]
Short-Term Debt [Line Items]
Interest rate, percentage								2.00%
Debt instrument maturity date description								August 2018 and September 2018
Notes Payable Seven [Member]
Short-Term Debt [Line Items]
Interest rate, percentage								2.00%
Notes Payable Eight [Member]
Short-Term Debt [Line Items]
Interest rate, percentage							2.00%
Debt instrument maturity date description							May 2018 and January 2019
Notes Payable Nine [Member]
Short-Term Debt [Line Items]
Interest rate, percentage							2.00%
Debt instrument maturity date description							July 2018 and October 2018
Class of warrant or right, exercise price							$ 5
Notes Payable Nine [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Class of warrant or right, outstanding							1,000
Notes Payable Nine [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Class of warrant or right, outstanding							5,000
Notes Payable Ten [Member]
Short-Term Debt [Line Items]
Interest rate, percentage							2.00%
Debt instrument maturity date description							August 2019 and January 2019
Class of warrant or right, exercise price							$ 0.05
Notes Payable Ten [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Class of warrant or right, outstanding							60,000
Notes Payable Ten [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Class of warrant or right, outstanding							500,000
Notes Payable Eleven [Member]
Short-Term Debt [Line Items]
Interest rate, percentage							2.00%
Debt instrument maturity date description							January 2019 and November 2019
Notes Payable Twelve [Member]
Short-Term Debt [Line Items]
Interest rate, percentage						2.00%
Debt instrument maturity date description						July 2019
Class of warrant or right, outstanding						4,600
Class of warrant or right, exercise price						$ 5
Notes Payable Thirteen [Member]
Short-Term Debt [Line Items]
Interest rate, percentage						6.00%
Debt instrument maturity date description						February 2020
Notes Payable Fourteen [Member]
Short-Term Debt [Line Items]
Interest rate, percentage					2.00%
Debt instrument maturity date description					July 2019
Class of warrant or right, outstanding					10,000
Class of warrant or right, exercise price					$ 5
Notes Payable Fifteen [Member]
Short-Term Debt [Line Items]
Interest rate, percentage	15.00%
Debt instrument maturity date description	April 30, 2021
Debt instrument, periodic payment	$ 1,875
Notes Payable Sixteen [Member]
Short-Term Debt [Line Items]
Interest rate, percentage				12.00%
Debt instrument maturity date description				August 2021
Debt converted shares		5,402
Notes Payable Seventeen [Member]
Short-Term Debt [Line Items]
Interest rate, percentage											5.00%

XML

Notes payable (Details Narrative)	3 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares
Short-Term Debt [Line Items]
Notes payable to shareholders	$ 419,718
Vendor and Employee [Member]
Short-Term Debt [Line Items]
Debt instrument conversion price | $ / shares	$ 0.05
Debt conversion converted instrument amount	$ 246,357
Note Holders [Member]
Short-Term Debt [Line Items]
Interest payable	29,503
Principal amount	$ 302,000
Warrant exercise price | $ / shares	$ 0.05
Note Holders One [Member]
Short-Term Debt [Line Items]
Interest payable	$ 209,610
Principal amount	$ 605,345
Debt instrument conversion price | $ / shares	$ 0.05
Forte Animal Health, Inc. [Member]
Short-Term Debt [Line Items]
Equity method investment, ownership percentage	15.00%
Forte Animal Health, Inc. [Member]
Short-Term Debt [Line Items]
Stock issued during period, shares | shares	2,235,000
Forte Animal Health, Inc. [Member] | Amended License Agreement [Member]
Short-Term Debt [Line Items]
Notes payable related parties	$ 1,775,275
Interest payable	264,790
Forte Animal Health, Inc. [Member] | Amended License Agreement [Member] | Vendor and Employee [Member]
Short-Term Debt [Line Items]
Interest payable	$ 1,125,086

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Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details)	6 Months Ended
	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
Expected terms (in years)	7 months 17 days
Risk-free rate	2.04%
Expected volatility	436.00%
Expected dividends

XML

Schedule of Outstanding Common Stock Warrant (Details)	Jun. 30, 2022 $ / shares shares
Class of Warrant or Right [Line Items]
Number of Shares | shares	7,460,257
Minimum [Member]
Class of Warrant or Right [Line Items]
Exercise price	$ 0.05
Maximum [Member]
Class of Warrant or Right [Line Items]
Exercise price	$ 290
Third Quarter 2022 [Member]
Class of Warrant or Right [Line Items]
Number of Shares | shares	1,650
Remaining Life (years)	3 months
Third Quarter 2022 [Member] | Minimum [Member]
Class of Warrant or Right [Line Items]
Exercise price	$ 50
Third Quarter 2022 [Member] | Maximum [Member]
Class of Warrant or Right [Line Items]
Exercise price	$ 100
Fourth Quarter 2022 [Member]
Class of Warrant or Right [Line Items]
Number of Shares | shares	9,811
Remaining Life (years)	6 months
Fourth Quarter 2022 [Member] | Minimum [Member]
Class of Warrant or Right [Line Items]
Exercise price	$ 80
Fourth Quarter 2022 [Member] | Maximum [Member]
Class of Warrant or Right [Line Items]
Exercise price	$ 290
First Quarter 2023 [Member]
Class of Warrant or Right [Line Items]
Number of Shares | shares	1,004,000
Remaining Life (years)	9 months
First Quarter 2023 [Member] | Minimum [Member]
Class of Warrant or Right [Line Items]
Exercise price	$ 0.05
First Quarter 2023 [Member] | Maximum [Member]
Class of Warrant or Right [Line Items]
Exercise price	$ 40
Second Quarter 2023 [Member]
Class of Warrant or Right [Line Items]
Number of Shares | shares	2,000
Exercise price	$ 200
Remaining Life (years)	1 year
Third Quarter 2023 [Member]
Class of Warrant or Right [Line Items]
Number of Shares | shares	1,701,500
Remaining Life (years)	1 year 3 months
Third Quarter 2023 [Member] | Minimum [Member]
Class of Warrant or Right [Line Items]
Exercise price	$ 0.05
Third Quarter 2023 [Member] | Maximum [Member]
Class of Warrant or Right [Line Items]
Exercise price	$ 100
Fourth Quarter 2023 [Member]
Class of Warrant or Right [Line Items]
Number of Shares | shares	2,249,300
Remaining Life (years)	1 year 6 months
Fourth Quarter 2023 [Member] | Minimum [Member]
Class of Warrant or Right [Line Items]
Exercise price	$ 0.05
Fourth Quarter 2023 [Member] | Maximum [Member]
Class of Warrant or Right [Line Items]
Exercise price	$ 2
First Quarter 2024 [Member]
Class of Warrant or Right [Line Items]
Number of Shares | shares	2,460,000
Exercise price	$ 0.05
Remaining Life (years)	1 year 9 months
Third Quarter 2028 [Member]
Class of Warrant or Right [Line Items]
Number of Shares | shares	3,000
Exercise price	$ 70
Remaining Life (years)	6 years 3 months
Second Quarter 2032 [Member]
Class of Warrant or Right [Line Items]
Number of Shares | shares	28,995
Remaining Life (years)	10 years
Second Quarter 2032 [Member] | Minimum [Member]
Class of Warrant or Right [Line Items]
Exercise price	$ 10
Second Quarter 2032 [Member] | Maximum [Member]
Class of Warrant or Right [Line Items]
Exercise price	$ 70

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Schedule of Outstanding Stock Warrants (Details)	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Number of Shares Warrants, Beginning balance | shares	20,057,156
Weighted Average Price, Beginning balance	$ 5.21
Number of Shares Warrants, Issued | shares
Exercise Price, Issued
Weighted Average Price, Issued
Number of Shares Warrants, Expired and forfeited | shares	(31,899)
Weighted Average Price, Expired and forfeited	$ 9.22
Number of Shares Warrants, Exercised | shares	(12,565,000)
Exercise Price, Exercised
Weighted Average Price, Exercised
Number of Shares Warrants, Ending balance | shares	7,460,257
Weighted Average Price, Ending balance	$ 5.52
Minimum [Member]
Exercise Price, Beginning balance	2
Exercise Price, Ending balance	0.05
Maximum [Member]
Exercise Price, Beginning balance	290
Exercise Price, Expired and forfeited	200
Exercise Price, Ending balance	$ 290

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Capital Structure – Common Stock and Stock Purchase Warrants (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Charge resulting from warrant modification	$ 1,011,625		$ 1,011,625
Warrants exercised			12,565,000
Warrant [Member]
Warrants exercised	12,565,000
Forfeited or cancelled	31,899

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Income Taxes – Results of Operations (Details Narrative)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Statutory income tax rate	21.00%	21.00%

XML

License Agreement with Forte Animal Health, Inc. (Details Narrative)	3 Months Ended
	Jun. 30, 2022 USD ($) shares
Forte Animal Health, Inc. [Member]
Equity method investment, ownership percentage	15.00%
Forte Animal Health, Inc. [Member]
Stock issued during period, shares | shares	2,235,000
Forte Animal Health, Inc. [Member] | Amended License Agreement [Member]
Notes payable	$ 1,775,275
Interest payable	264,790
Forte Animal Health, Inc. [Member] | Amended License Agreement [Member] | Vendor and Employee [Member]
Interest payable	$ 1,125,086

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Subsequent Events (Details Narrative) - Subsequent Event [Member] - Promissory Note [Member]	Jul. 01, 2022 $ / shares shares
Subsequent Event [Line Items]
Stock new issued | shares	50,731,896
Convertible price | $ / shares	$ 0.05