Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39701 | |
Entity Registrant Name | INVO Bioscience, Inc. | |
Entity Central Index Key | 0001417926 | |
Entity Tax Identification Number | 20-4036208 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 5582 Broadcast Court | |
Entity Address, City or Town | Sarasota | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 34240 | |
City Area Code | (978) | |
Local Phone Number | 878-9505 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | INVO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 13,971,283 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 2,188,245 | $ 90,135 |
Accounts receivable | 99,720 | 77,149 |
Inventory | 270,919 | 263,602 |
Prepaid expenses and other current assets | 250,878 | 190,201 |
Total current assets | 2,809,762 | 621,087 |
Property and equipment, net | 417,642 | 436,729 |
Lease right of use | 1,750,175 | 1,808,034 |
Investment in joint ventures | 1,173,577 | 1,237,865 |
Total assets | 6,151,156 | 4,103,715 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,847,208 | 1,349,038 |
Accrued compensation | 1,220,682 | 946,262 |
Deferred revenue | 46,746 | 119,876 |
Lease liability, current portion | 234,050 | 231,604 |
Total current liabilities | 4,450,007 | 3,409,424 |
Lease liability, net of current portion | 1,610,734 | 1,669,954 |
Deferred tax liability | 1,949 | 1,949 |
Total liabilities | 6,062,690 | 5,081,327 |
Stockholders’ equity (deficit) | ||
Common Stock, $.0001 par value; 125,000,000 shares authorized; 13,971,283 and 12,172,214 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 1,397 | 1,217 |
Additional paid-in capital | 52,421,481 | 48,804,704 |
Accumulated deficit | (52,334,412) | (49,783,533) |
Total stockholders’ equity (deficit) | 88,466 | (977,612) |
Total liabilities and stockholders’ equity (deficit) | 6,151,156 | 4,103,715 |
Nonrelated Party [Member] | ||
Current liabilities | ||
Notes payable, net | 331,321 | 100,000 |
Related Party [Member] | ||
Current liabilities | ||
Notes payable, net | $ 770,000 | $ 662,644 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 13,971,283 | 12,172,214 |
Common stock, shares outstanding | 13,971,283 | 12,172,214 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue: | ||
Total revenue | $ 348,025 | $ 162,598 |
Cost of revenue: | ||
Cost of revenue | 61,291 | 57,533 |
Depreciation | 11,263 | 7,428 |
Total cost of goods sold | 72,554 | 64,961 |
Gross profit | 275,471 | 97,637 |
Operating expenses | ||
Selling, general and administrative expenses | 2,508,371 | 2,694,395 |
Research and development expenses | 73,520 | 104,180 |
Total operating expenses | 2,581,891 | 2,798,575 |
Loss from operations | (2,306,420) | (2,700,938) |
Other income (expense): | ||
Loss from equity method joint ventures | (27,735) | (71,117) |
Interest income | 225 | |
Interest expense | (216,589) | (1,456) |
Foreign currency exchange loss | (135) | (1,026) |
Total other income (expense) | (244,459) | (73,374) |
Net loss | $ (2,550,879) | $ (2,774,312) |
Net loss per common share: | ||
Basic | $ (0.20) | $ (0.23) |
Diluted | $ (0.20) | $ (0.23) |
Weighted average number of common shares outstanding: | ||
Basic | 12,450,072 | 12,050,696 |
Diluted | 12,450,072 | 12,050,696 |
Product [Member] | ||
Revenue: | ||
Total revenue | $ 50,644 | $ 56,750 |
Clinic Revenue [Member] | ||
Revenue: | ||
Total revenue | $ 297,381 | $ 105,848 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance, value at Dec. 31, 2021 | $ 1,193 | $ 46,200,509 | $ (38,891,022) | $ 7,310,680 |
Balance, shares at Dec. 31, 2021 | 11,929,147 | |||
Common stock issued to directors and employees | $ 6 | 243,356 | 243,362 | |
Common stock issued to directors and employees, shares | 51,528 | |||
Common stock issued for services | $ 2 | 66,848 | 66,850 | |
Common stock issued for services, shares | 21,500 | |||
Proceeds from the sale of common stock, net of fees and expenses | $ 9 | 314,991 | 315,000 | |
Proceeds from the sale of common stock, net of fees and expenses, shares | 94,623 | |||
Stock options issued to directors and employees as compensation | 428,488 | 428,488 | ||
Net loss | (2,774,312) | (2,774,312) | ||
Balance, value at Mar. 31, 2022 | $ 1,210 | 47,254,192 | (41,665,334) | 5,590,068 |
Balance, shares at Mar. 31, 2022 | 12,096,798 | |||
Balance, value at Dec. 31, 2022 | $ 1,217 | 48,804,704 | (49,783,533) | (977,612) |
Balance, shares at Dec. 31, 2022 | 12,172,214 | |||
Common stock issued to directors and employees | $ 7 | 46,496 | 46,503 | |
Common stock issued to directors and employees, shares | 69,798 | |||
Common stock issued for services | $ 26 | 149,874 | 149,900 | |
Common stock issued for services, shares | 260,000 | |||
Proceeds from the sale of common stock, net of fees and expenses | $ 138 | 2,708,504 | 2,708,642 | |
Proceeds from the sale of common stock, net of fees and expenses, shares | 1,380,000 | |||
Stock options issued to directors and employees as compensation | 325,834 | 325,834 | ||
Net loss | (2,550,879) | (2,550,879) | ||
Common stock issued with notes payable | 8 | 56,305 | 56,313 | |
Proceeds from the sale of common stock, net of fees and expenses, shares | 83,333 | |||
Options exercised for cash | $ 1 | 2,375 | $ 2,376 | |
Proceeds from the sale of common stock, net of fees and expenses, shares | 5,938 | 5,938 | ||
Warrants issued with notes payable | 327,389 | $ 327,389 | ||
Balance, value at Mar. 31, 2023 | $ 1,397 | $ 52,421,481 | $ (52,334,412) | $ 88,466 |
Balance, shares at Mar. 31, 2023 | 13,971,283 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (2,550,879) | $ (2,774,312) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash stock compensation issued for services | 149,900 | 66,850 |
Non-cash stock compensation issued to directors and employees | 46,503 | 243,362 |
Fair value of stock options issued to employees | 325,834 | 428,488 |
Non-cash compensation for services | 45,000 | |
Amortization of discount on notes payable | 178,380 | |
Amortization of leasehold right of use asset | 57,859 | 56,899 |
Loss from equity method investment | 27,735 | 71,117 |
Depreciation and amortization | 19,087 | 15,547 |
Changes in assets and liabilities: | ||
Accounts receivable | (22,571) | (8,250) |
Inventory | (7,317) | (6,858) |
Prepaid expenses and other current assets | (60,677) | 54,573 |
Accounts payable and accrued expenses | 498,169 | 18,789 |
Accrued compensation | 274,420 | (189,812) |
Deferred revenue | (73,130) | (107) |
Leasehold liability | (56,774) | (54,405) |
Net cash used in operating activities | (1,148,461) | (2,078,119) |
Cash from investing activities: | ||
Payments to acquire property, plant, and equipment | (5,654) | |
Payments to acquire intangible assets | (910) | |
Investment in joint ventures | (8,447) | (75,326) |
Net cash used in investing activities | (8,447) | (81,890) |
Cash from financing activities: | ||
Proceeds from the sale of notes payable | 714,000 | |
Proceeds from the sale of common stock, net of offering costs | 2,708,642 | 315,000 |
Proceeds from option exercise | 2,376 | |
Principal payments on note payable | (170,000) | |
Net cash provided by financing activities | 3,255,018 | 315,000 |
Increase (decrease) in cash and cash equivalents | 2,098,110 | (1,845,009) |
Cash and cash equivalents at beginning of period | 90,135 | 5,684,871 |
Cash and cash equivalents at end of period | 2,188,245 | 3,839,862 |
Supplemental disclosure of cash flow information: | ||
Interest | ||
Taxes | ||
Noncash activities: | ||
Fair value of warrants issued with debt | $ 327,389 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1 – Summary of Significant Accounting Policies Description of Business INVO Bioscience, Inc. (“INVO” or the “Company”) is a commercial-stage fertility company dedicated to expanding the assisted reproductive technology (“ART”) marketplace by making fertility care accessible and inclusive to people around the world. The Company’s primary mission is to implement new medical technologies aimed at increasing the availability of affordable, high-quality, patient-centered fertility care. The Company’s flagship product is INVOcell, a revolutionary medical device that, in a procedure referred to as “IVC” (intravaginal culture), allows fertilization and early embryo development to take place in vivo in vitro Basis of Presentation The accompanying consolidated financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiaries and controlled affiliates. The Company presents noncontrolling interest within the equity section of its consolidated balance sheets and the amount of consolidated net income (loss) that is attributable to the Company and to the noncontrolling interest in its consolidated statement of operations. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company uses the equity method of accounting when it owns an interest in an entity whereby it can exert significant influence over but cannot control the entity’s operations. The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company considers events or transactions that have occurred after the consolidated balance sheet date of March 31, 2023, but prior to the filing of the consolidated financial statements with the SEC in this Quarterly Report on Form 10-Q, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure, as applicable. Subsequent events have been evaluated through the date of the filing of this Quarterly Report on Form 10-Q. Business Segments The Company operates in one Variable Interest Entities The Company’s consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and variable interest entities (“VIE”), where the Company is the primary beneficiary under the provisions of ASC 810, Consolidation (“ASC 810”). A VIE must be consolidated by its primary beneficiary when, along with its affiliates and agents, the primary beneficiary has both: (i) the power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or the right to receive the benefits of the VIE that could potentially be significant to the VIE. The Company reconsiders whether an entity is still a VIE only upon certain triggering events and continually assesses its consolidated VIEs to determine if it continues to be the primary beneficiary. See “Note 3 – Variable Interest Entities” for additional information on the Company’s VIEs. Equity Method Investments Investments in unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate, are accounted for using the equity method. Equity method investments are initially recorded at cost. These investments are included in investment in joint ventures in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in loss from equity method joint venture in the accompanying consolidated statements of operations. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the investees and records reductions in carrying values when necessary. Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Cash and Cash Equivalents For financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At times, cash and cash equivalents balances exceed amounts insured by the Federal Deposit Insurance Corporation. Inventory Inventories consist of raw materials, work in process and finished goods and are stated at the lower of cost or net realizable value, using the first-in, first-out method as a cost flow method. Property and Equipment The Company records property and equipment at cost. Property and equipment is depreciated using the straight-line method over the estimated economic lives of the assets, which are from 3 10 Long- Lived Assets Long-lived assets and certain identifiable assets related to those assets are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. If the non-discounted future cash flows of the asset are less than their carrying amount, their carrying amounts are reduced to fair value and an impairment loss recognized. There was no Fair Value of Financial Instruments ASC 825-10-50, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. Effective January 1, 2008, the Company adopted ASC 820-10, “Fair Value Measurements”, which provides a framework for measuring fair value under GAAP. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. Income Taxes The Company is subject to income taxes in the United States and its domestic tax liabilities are subject to the allocation of expenses in multiple state jurisdictions. The Company uses the asset and liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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 recoverability of deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including taxable income in prior carryback years, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. To the extent the Company does not consider it more-likely-than-not that a deferred tax asset will be recovered, a valuation allowance is established. Concentration of Credit Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (“FDIC”) limits. As of March 31, 2023, the Company had cash balances in excess of FDIC limits. Revenue Recognition The Company recognizes revenue on arrangements in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services ASC 606 requires companies to assess their contracts to determine the timing and amount of revenue to recognize under the new revenue standard. The model has a five-step approach: 1. Identify the contract with the customer. 2. Identify the performance obligations in the contract. 3. Determine the total transaction price. 4. Allocate the total transaction price to each performance obligation in the contract. 5. Recognize as revenue when (or as) each performance obligation is satisfied. Revenue generated from the sale of INVOcell is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. Revenue generated from clinical and lab services related at the Company’s affiliated INVO Centers is typically recognized at the time the service is performed. Stock Based Compensation The Company accounts for stock-based compensation under the provisions of Accounting Standards Codification (“ASC”) subtopic 718-10, Compensation (“ASC 718-10”). This statement requires the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period in which the employee is required to provide service or based on performance goals in exchange for the award, which is usually the vesting period. Loss Per Share Basic loss per share calculations are computed by dividing net loss by the weighted-average number of common shares outstanding. Diluted earnings per share are computed similar to basic earnings per share except that the denominator is increased to include potentially dilutive securities. The Company’s diluted loss per share is the same as the basic loss per share for the three months ended March 31, 2023, and 2022, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. Schedule of Earnings Per Share Basic and Diluted 2023 2022 Three Months Ended March 31, 2023 2022 Net loss (numerator) $ (2,550,879 ) (2,774,312 ) Basic and diluted weighted-average number of common shares outstanding (denominator) 12,450,072 12,050,696 Basic and diluted net loss per common share (0.20 ) (0.23 ) The Company has excluded the following dilutive securities from the calculation of fully diluted shares outstanding because the result would have been anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2023 2022 As of March 31, 2023 2022 Options 1,412,541 1,474,605 Convertible notes and interest 1,409,615 - Unit purchase options and warrants 9,067,665 260,165 Total 11,889,821 1,734,770 Recently Adopted Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations. |
Liquidity
Liquidity | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity | Note 2 – Liquidity Historically, the Company has funded its cash and liquidity needs primarily through revenue collection, equity financings, and convertible notes. For the three months ended March 31, 2023, and 2022, the Company incurred a net loss of approximately $ 2.6 2.8 52.3 0.9 0.9 The Company has been dependent on raising capital from debt and equity financings to meet its needs for cash flow used in operating and investing activities. During the first three months of 2023, the Company received net proceeds of approximately $ 2.7 million for the sale of its common stock par value $ 0.0001 0.7 million from the sale of convertible notes. During the first three months of 2022, the Company received proceeds of approximately $ 0.3 Although the Company’s audited financial statements for the year ended December 31, 2022 were prepared under the assumption that it would continue operations as a going concern, the report of the Company’s independent registered public accounting firm that accompanies the Company’s financial statements for the year ended December 31, 2022 contains a going concern qualification in which such firm expressed substantial doubt about the Company’s ability to continue as a going concern, based on the financial statements at that time. Specifically, as noted above, the Company has incurred significant operating losses and the Company expects to continue to incur significant expenses and operating losses as it continues to ramp up the commercialization of INVOcell and develop new INVO Centers. These prior losses and expected future losses have had, and will continue to have, an adverse effect on the Company’s financial condition. If the Company cannot continue as a going concern, its stockholders would likely lose most or all of their investment in the Company. |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Note 3 – Variable Interest Entities Consolidated VIEs Bloom INVO, LLC On June 28, 2021, INVO CTR entered into a limited liability company agreement (the “Bloom Agreement”) with Bloom Fertility, LLC (“Bloom”) to establish a joint venture entity, formed as “Bloom INVO LLC” (the “Georgia JV”), for the purposes of commercializing INVOcell, and the related IVC procedure, through the establishment of an INVO Center (the “Atlanta Clinic”) in the Atlanta, Georgia metropolitan area. In consideration for INVO’s commitment to contribute up to $ 800,000 800 1,200,000 1,200 The responsibilities of Bloom include providing all medical services required for the operation of the Atlanta Clinic. The responsibilities of INVO CTR include providing certain funding to the Georgia JV, lab services quality management, and providing access to and being the exclusive provider of the INVOcell to the Georgia JV. INVO CTR also performs all required, industry specific compliance and accreditation functions, and product documentation for product registration. The Bloom Agreement provides Bloom with a “profits interest” in the Georgia JV and, in connection with such profits interest, states that profits and losses be allocated to its members based on a hypothetical liquidation of the Georgia JV. In such a scenario, liquidation proceeds would be distributed in the following order: (a) to INVO CTR until the difference between its capital contributions and distributions equals $0; (b) to Bloom until its distributions equal 150% The Georgia JV opened to patients on September 7, 2021. The Company determined the Georgia JV is a VIE, and that the Company is its primary beneficiary because the Company has an obligation to absorb losses that are potentially significant and the Company controls the majority of the activities that impact the Georgia JV’s economic performance, specifically control of the INVOcell and lab services quality management. As a result, the Company consolidated the Georgia JV’s results with its own. As of March 31, 2023, the Company invested $ 0.9 capital contributions 0.5 32 0.2 0 Unconsolidated VIEs HRCFG INVO, LLC On March 10, 2021, INVO CTR entered into a limited liability company agreement with HRCFG, LLC (“HRCFG”) to form a joint venture for the purpose of establishing an INVO Center in Birmingham, Alabama. The name of the joint venture entity is HRCFG INVO, LLC (the “Alabama JV”). The Company also provides certain funding to the Alabama JV. Each party owns 50% The Alabama JV opened to patients on August 9, 2021. The Company determined the Alabama JV is a VIE, and that there is no primary beneficiary. As a result, the Company will use the equity method to account for its interest in the Alabama JV. As of March 31, 2023, the Company invested $ 1.6 37 110 18 55 Positib Fertility, S.A. de C.V. On September 24, 2020, INVO CTR entered into a Pre-Incorporation and Shareholders Agreement with Francisco Arredondo, MD PLLC (“Arredondo”) and Security Health LLC, a Texas limited liability company (“Ramirez”, and together with INVO CTR and Arredondo, the “Shareholders”) under which the Shareholders will commercialize the IVC procedure and offer related medical treatments in Mexico. Each party owns one-third of the Mexican incorporated company, Positib Fertility, S.A. de C.V. (the “Mexico JV”). The Mexico JV opened to patients on November 1, 2021. The Company determined the Mexico JV is a VIE, and that there is no primary beneficiary. As a result, the Company will use the equity method to account for its interest in the Mexico JV. As of March 31, 2023, the Company invested $ 0.1 27 49 9 16 The following table summarizes our investments in unconsolidated VIEs: Schedule of Investments in Unconsolidated Variable Interest Entities Carrying Value as of Location Percentage Ownership March 31, 2023 December 31, 2022 HRCFG INVO, LLC Alabama, United States 50 % $ 1,048,872 1,106,905 Positib Fertility, S.A. de C.V. Mexico 33 % 124,705 130,960 Total investment in unconsolidated VIEs $ 1,173,577 1,237,865 Earnings from investments in unconsolidated VIEs were as follows: Schedule of Earnings from Investments in Unconsolidated Variable Interest Entities 2023 2022 Three Months Ended March 31, 2023 2022 HRCFG INVO, LLC $ (18,670 ) $ (54,920 ) Positib Fertility, S.A. de C.V. (9,065 ) (16,197 ) Total earnings from unconsolidated VIEs (27,735 ) (71,117 ) The following tables summarize the combined unaudited financial information of our unconsolidated VIEs: Schedule of Financial Information of Investments in Unconsolidated Variable Interest Entities 2023 2022 Three Months Ended March 31, 2023 2022 Statements of operations: Operating revenue $ 349,326 $ 169,835 Operating expenses (413,866 ) (328,756 ) Net loss (64,540 ) (158,921 ) March 31, 2023 December 31, 2022 Balance sheets: Current assets $ 395,561 261,477 Long-term assets 1,082,606 1,094,490 Current liabilities (466,667 ) (396,619 ) Long-term liabilities (114,824 ) (107,374 ) Net assets $ 896,676 851,974 |
Agreements and Transactions wit
Agreements and Transactions with VIE’s | 3 Months Ended |
Mar. 31, 2023 | |
Agreements And Transactions With Vies | |
Agreements and Transactions with VIE’s | Note 4 – Agreements and Transactions with VIE’s The Company sells the INVOcell to its consolidated and unconsolidated VIEs and anticipates continuing to do so in the ordinary course of business. All intercompany transactions with consolidated entities are eliminated in the Company’s consolidated financial statements. Per ASC 323-10-35-8 the Company eliminates any sales to an unconsolidated VIE for INVOcell inventory that the VIE still has remaining on the books at period end. The following table summarizes the Company’s transactions with VIEs: Summary of Transaction with Variable Interest Entities 2023 2022 Three Months Ended March 31, 2023 2022 Bloom Invo, LLC INVOcell revenue $ 4,500 $ - Unconsolidated VIEs INVOcell revenue $ 3,000 $ 7,500 The Company had balances with VIEs as follows: Summary of Balances with Variable Interest Entities March 31, 2023 December 31, 2022 Bloom Invo, LLC Accounts receivable $ 18,000 13,500 Notes payable 471,637 468,031 Unconsolidated VIEs Accounts receivable $ 49,310 46,310 |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5 – Inventory Components of inventory are: Schedule of Inventory March 31, 2023 December 31, 2022 Raw materials $ 61,251 $ 68,723 Finished goods 209,668 194,879 Total inventory $ 270,919 $ 263,602 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6 – Property and Equipment The estimated useful lives and accumulated depreciation for equipment are as follows as of March 31, 2023, and December 31, 2022: Schedule of Estimated Useful Lives of Property and Equipment Estimated Useful Life Manufacturing equipment 6 10 Medical equipment 7 10 Office equipment 3 7 Schedule of Property and Equipment March 31, 2023 December 31, 2022 Manufacturing equipment $ 132,513 $ 132,513 Medical equipment 283,065 283,065 Office equipment 77,601 77,601 Leasehold improvements 96,817 96,817 Less: accumulated depreciation (172,354 ) (153,267 ) Total equipment, net $ 417,642 $ 436,729 During the three months ended March 31, 2023, and 2022, the Company recorded depreciation expense of $ 19,087 15,095 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 7 – Intangible Assets The Company capitalizes the initial expense related to establishing patents by country and then amortizes the expense over the life of the patent, typically 20 years. It then expenses annual filing fees to maintain the patents. The Company regularly reviews the value of its patents in the marketplace in proportion to the expense it must spend to maintain the patent. The Company fully impaired its patents as of December 31, 2022. During the three months ended March 31, 2023, and 2022, the Company recorded amortization expenses related to patents of $ nil 452 The trademarks have an indefinite life and therefore are not amortized. Trademarks are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. The Company fully impaired its trademarks as of December 31, 2022. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
Leases | Note 8 – Leases The Company has various operating lease agreements in place for its office and joint ventures. Per FASB’s ASU 2016-02, Leases Topic 842 (“ASU 2016-02”), effective January 1, 2019, the Company is required to report a right-of-use asset and corresponding liability to report the present value of the total lease payments, with appropriate interest calculation. Per the terms of ASU 2016-02, the Company can use its implicit interest rate, if known, or applicable federal rate otherwise. Since the Company’s implicit interest rate was not readily determinable, the Company utilized the applicable federal rate, as of the commencement of the lease. Lease renewal options included in any lease are considered in the lease term if it is reasonably certain the Company will exercise the option to renew. The Company’s operating lease agreements do not contain any material restrictive covenants. As of March 31, 2023, the Company’s lease components included in the consolidated balance sheet were as follows: Schedule of Lease Components Lease component Balance sheet classification March 31, 2023 Assets ROU assets – operating lease Other assets $ 1,750,175 Total ROU assets $ 1,750,175 Liabilities Current operating lease liability Current liabilities $ 234,050 Long-term operating lease liability Other liabilities 1,610,734 Total lease liabilities $ 1,844,784 Future minimum lease payments as of March 31, 2023 were as follows: Schedule of Future Minimum Lease Payments 2023 198,835 2024 251,671 2025 247,960 2026 253,235 2027 and beyond 1,063,010 Total future minimum lease payments $ 2,014,711 Less: Interest (169,927 ) Total operating lease liabilities $ 1,844,784 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 9 – Notes Payable Notes payables consisted of the following: Schedule of Notes Payable March 31, 2023 December 31, 2022 Related party demand notes with a 10 10 $ 770,000 $ 770,000 Convertible notes. 10 0.50 410,000 100,000 Convertible debentures. 8 0.52 330,000 - Less debt discount (408,679 ) (107,356 ) Total, net of discount $ 1,101,321 $ 762,644 Related Party Demand Notes In the fourth quarter of 2022, the Company received $ 500,000 through the issuance of five demand notes (the “JAG Notes”) from a related party, JAG Multi Investments LLC (“JAG”). The Company’s CFO is a beneficiary of JAG but does not have any control over JAG’s investment decisions with respect to the Company. The JAG Notes accrue 10% annual interest from the date of issuance. The JAG Notes currently are callable with 10 days prior written notice. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest. In consideration for subscribing to the JAG Note for $ 100,000 350,000 5 0.50 In the fourth quarter of 2022, the Company received $ 200,000 through the issuance of demand promissory notes of which (1) $ 100,000 was received from our chief executive officer, Steven Shum ($ 60,000 on November 29, 2022, $ 15,000 on December 2, 2022, and $ 25,000 on December 13, 2022) and (2) $ 100,000 was received from an entity controlled by our chief financial officer, Andrea Goren ($ 75,000 on November 29, 2022 and $ 25,000 on December 13, 2022). These notes accrue 10% annual interest accrues from the date of issuance. These notes are callable with 10 days prior written notice. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest . The financing fees for all demand notes were recorded as a debt discount and as of March 31, 2023 the Company had fully amortized the discount. For the three months ended March 31, 2023, the Company incurred $ 25,064 Jan and March 2023 Convertible Notes In January and March 2023, the Company issued $ 410,000 310,000 100,000 of demand notes from the fourth quarter of 2022. These convertible notes were issued with fixed conversion prices of $ 0.50 (for the $ 275,000 issued in January 2023) and $ 0.60 (for the $ 135,000 issued in March 2023) and (ii) 5 387,500 shares of the Common Stock at an exercise price of $ 1.00 . The cumulative fair value of the warrants at issuance was $ 132,183 23,162 109,021 Interest on these notes accrues at a rate of ten percent ( 10 December 31, 2023 5,537 All amounts due under these notes are convertible at any time after the issuance date, in whole or in part (subject to rounding for fractional shares), at the option of the holders into the Common Stock at a fixed conversion price for the notes as described above. February 2023 Convertible Debentures On February 3, and February 17, 2023, the Company entered into securities purchase agreements (the “February Purchase Agreements”) with accredited investors (the “February Investors”) for the purchase of (i) convertible debentures of the Company in the aggregate original principal amount of $ 500,000 (the “February Debentures”) for a purchase price of $ 450,000 , (ii) warrants (the “February Warrants”) to purchase 250,000 shares (the “February Warrant Shares”) of Common Stock at an exercise price of $ 0.75 per share, and (iii) 83,333 shares of Common Stock issued as an inducement for issuing the February Debentures. The proceeds, net of placement agent and legal fees, were used for working capital and general corporate purposes. The cumulative fair value of the warrants at issuance was $ 291,207 47,862 299,658 Pursuant to the February Debentures, interest on the February Debentures accrues at a rate of eight percent ( 8 5,600 All amounts due under the February Debentures are convertible at any time after the issuance date, in whole or in part, at the option of the February Investors into Common Stock at an initial price of $ 0.52 The Company may prepay the February Debentures at any time in whole or in part by paying a sum of money equal to 105 While any portion of each February Debenture remains outstanding, if the Company receives cash proceeds of more than $ 2,000,000 (the “Minimum Threshold”) in the aggregate from any source or series of related or unrelated sources, the February Investors shall have the right in their sole discretion to require the Company to immediately apply up to 50 % of all proceeds received by the Company above the Minimum Threshold to repay the outstanding amounts owed under the February Debentures. The Company used $ 383,879 116,121 The February Warrants include anti-dilution protection whereby a subsequent offering priced below the February Warrants’ strike price then in effect would entitle the February Investors to a reduction of such strike price to the price of such subsequent offering and an increase in the February Warrant Shares determined by dividing the dollar amount for which the February Warrants are exercisable by such lower strike price. As a result of the $ 0.63 297,620 0.63 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10 – Related Party Transactions In the fourth quarter of 2022, the Company received $ 700,000 500,000 100,000 100,000 As of March 31, 2023 the Company owed accounts payable to related parties 122,219 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 11 – Stockholders’ Equity February 2023 Equity Purchase Agreement On February 3, 2023, the Company entered into an equity purchase agreement (the “ELOC”) and registration rights agreement (the “ELOC RRA”) with an accredited investor (the “Feb 3 Investor”) pursuant to which the Company has the right, but not the obligation, to direct the Feb 3 Investor to purchase up to $ 10.0 (i) in a minimum amount of not less than $25,000 and (ii) in a maximum amount of up to the lesser of (a) $750,000 or (b) 200% of the Company’s average daily trading value of the Common Stock. Also on February 3, 2023, the Company issued to the Feb 3 Investor 150,000 The obligation of the Feb 3 Investor to purchase shares of Common Stock pursuant to the ELOC ends on the earlier of (i) the date on which the purchases under the ELOC equal the Maximum Commitment Amount, (ii) 24 months after the date of the ELOC (February 3, 2025), (iii) written notice of termination by the Company, (iv) the date that the ELOC RRA is no longer effective after its initial effective date, or (v) the date that the Company commences a voluntary case or any person or entity commences a proceeding against the Company pursuant to or within the meaning of federal or state bankruptcy law, a custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors (the “Commitment Period”). During the Commitment Period, the price that Feb 3 Investor will pay to purchase the shares of Common Stock that it is obligated to purchase under the ELOC shall be 97% of the “market price,” which is defined as the lesser of (i) the lowest closing price of our Common Stock during the 7 trading day-period following the clearance date associated with the applicable put notice from the Company or (ii) the lowest closing bid price of the Common Stock on the principal trading market for the Common Stock (currently, the Nasdaq Capital Market) on the trading day immediately preceding a put date. March 2023 Registered Direct Offering On March 23, 2023, INVO entered into a securities purchase agreement (the “March Purchase Agreement”) with a certain institutional investor, pursuant to which the Company agreed to issue and sell to such investor (i) in a registered direct offering (the “RD Offering”), 1,380,000 2,300,000 0.01 5,520,000 0.63 The March Warrant (and the shares of Common Stock issuable upon the exercise of the March Warrant) was not registered under the Securities Act and was offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. The March Warrant is immediately exercisable upon issuance, will expire eight years from the date of issuance, and in certain circumstances may be exercised on a cashless basis. On March 27, 2023, the Company closed the RD Offering and March Warrant Placement, raising gross proceeds of approximately $ 3 million before deducting placement agent fees and other offering expenses payable by the Company. In the event the March Warrant is fully exercised for cash, the Company would receive additional gross proceeds of approximately $ 3.5 million. Under the March Purchase Agreement, the Company may use a portion of the net proceeds of the offering to (a) repay February Debentures, and (b) to pay the down payment for Wisconsin Fertility acquisition. The remainder of the net proceeds will be used for working capital, capital expenditures, and other general corporate purposes. The Company used $ 383,879 Under the March Purchase Agreement, the Company is required within 30 days of the closing date of the March Warrant Placement to file a registration statement on Form S-1 (the “Resale Registration Statement”) registering the resale of the shares of Common Stock issuable upon the exercise of the March Warrant. The Company is required to use commercially reasonable efforts to cause such registration to become effective within 75 days of the closing date of the offering (or 120 days if the registration statement is subject to a full review by the SEC), and to keep the Resale Registration Statement effective at all times until no shares of Common Stock remain exercisable under the March Warrant. In addition, pursuant to certain “lock-up” agreements, our officers and directors have agreed, for a period of 180 days from the date of the RD Offering and March Warrant Placement, not to engage in any of the following, whether directly or indirectly, without the consent of the March Purchase Agreement investor: offer to sell, sell, contract to sell pledge, grant, lend, or otherwise transfer or dispose of our common stock or any securities convertible into or exercisable or exchangeable for Common Stock (the “Lock-Up Securities”); enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities; make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Lock-Up Securities; enter into any transaction, swap, hedge, or other arrangement relating to any Lock-Up Securities subject to customary exceptions; or publicly disclose the intention to do any of the foregoing. Three Months Ended March 31, 2023 During the three months ended March 31, 2023, the Company issued 69,798 110,000 46,503 56,900 During the three months ended March 31, 2023, the Company issued 5,938 shares of Common Stock upon the exercise of options. The Company received proceeds of $ 2,376 . In February 2023, the Company issued 83,333 shares of Common Stock with a fair value of $ 56,313 In February 2023, the Company 150,000 shares of Common Stock in connection with the ELOC with a fair value of $ 93,000 In March 2023, the Company issued 1,380,000 2.7 |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Equity-Based Compensation | Note 12 – Equity-Based Compensation Equity Incentive Plans In October 2019, the Company adopted the 2019 Plan. Under the 2019 Plan, the Company’s board of directors is authorized to grant stock options to purchase Common Stock, restricted stock units, and restricted shares of Common Stock to its employees, directors, and consultants. The 2019 Plan initially provided for the issuance of 500,000 A provision in the 2019 Plan provides for an automatic annual increase equal to 6% of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year 729,957 2,500,000 Options granted under the 2019 Plan generally have a life of 3 10 three-year The following table sets forth the activity of the options to purchase Common Stock under the 2019 Plan. Schedule of Stock Options Activity Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding as of December 31, 2022 1,297,006 $ 3.40 $ - Granted 144,606 0.62 3,904 Exercised 5,938 0.40 1,419 Canceled 23,133 3.95 - Balance as of March 31, 2023 1,412,541 3.14 18,038 Exercisable as of March 31, 2023 1,068,911 3.84 18,038 The fair value of each option granted is estimated as of the grant date using the Black-Scholes option pricing model with the following assumptions: Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions Three months ended March 31, 2023 2022 Risk-free interest rate range 3.6 3.63 % 1.6 1.9 % Expected life of option-years 5 5.25 5.75 Expected stock price volatility 114.5 114.9 % 110.4 113.2 % Expected dividend yield - % - % The risk-free interest rate is based on U.S. Treasury interest rates, the terms of which are consistent with the expected life of the stock options. Expected volatility is based upon the average historical volatility of the Common Stock over the period commensurate with the expected term of the related instrument. The expected life and estimated post-employment termination behavior is based upon historical experience of homogeneous groups, executives and non-executives, within the Company. The Company does not currently pay dividends on its Common Stock, nor does it expect to do so in the foreseeable future. Schedule of Share Based Payments Arrangements Options Exercised and Options Vested Total Intrinsic Value of Options Exercised Total Fair Value of Options Vested Year ended December 31, 2022 $ - $ 1,616,401 Three months ended March 31, 2023 $ 1,419 $ 594,966 For the three months ended March 31, 2023, the weighted average grant date fair value of options granted was $ 0.52 1 Restricted Stock and Restricted Stock Units In the three months ended March 31, 2023, the Company granted 124,131 one year The following table summarizes the Company’s restricted stock awards activity under the 2019 Plan during the three months ended March 31, 2023: Schedule of Aggregate Restricted Stock Awards and Restricted Stock Unit Activity Number of Unvested Shares Weighted Average Grant Date Fair Value Aggregate Value of Shares Balance as of December 31, 2022 70,667 $ 0.42 $ 29,949 Granted 124,131 0.53 65,367 Vested 179,798 1.35 242,185 Forfeitures - - - Balance as of March 31, 2023 15,000 1.18 17,764 |
Unit Purchase Options and Warra
Unit Purchase Options and Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Unit Purchase Options And Warrants | |
Unit Purchase Options and Warrants | Note 13 – Unit Purchase Options and Warrants The following table sets forth the activity of unit purchase options: Schedule of Unit Purchase Stock Options Activity Number of Unit Purchase Options Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding as of December 31, 2022 $ 92,893 $ 3.20 $ - Granted - - - Exercised - - - Canceled - - - Balance as of March 31, 2023 $ 92,893 $ 3.20 $ - The following table sets forth the activity of warrants: Schedule of Warrants Activity Number of Warrants Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding as of December 31, 2022 517,272 $ 1.51 $ - Granted 8,457,500 0.63 92,293 Exercised - - - Canceled - - - Balance as of March 31, 2023 9,067,665 $ 0.70 $ 140,943 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14 – Income Taxes The Company uses the asset and liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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 effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If a carryforward exists, the Company decides as to whether the carryforward will be utilized in the future. Currently, a valuation allowance is established for all deferred tax assets and carryforwards as their recoverability is deemed to be uncertain. If the Company’s expectations for future operating results at the federal or at the state jurisdiction level vary from actual results due to changes in healthcare regulations, general economic conditions, or other factors, it may need to adjust the valuation allowance, for all or a portion of the Company’s deferred tax assets. The Company’s income tax expense in future periods will be reduced or increased to the extent of offsetting decreases or increases, respectively, in the Company’s valuation allowance in the period when the change in circumstances occurs. These changes could have a significant impact on the Company’s future earnings. Income tax expense was $ 0 0 0 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15 – Commitments and Contingencies Insurance The Company’s insurance coverage is carried with third-party insurers and includes: (i) general liability insurance covering third-party exposures; (ii) statutory workers’ compensation insurance; (iv) excess liability insurance above the established primary limits for general liability and automobile liability insurance; (v) property insurance, which covers the replacement value of real and personal property and includes business interruption; and (vi) insurance covering our directors and officers for acts related to our business activities. All coverage is subject to certain limits and deductibles, the terms and conditions of which are common for companies with similar types of operations. Legal Matters The Company is not currently subject to any material legal proceedings; however, it could be subject to legal proceedings and claims from time to time in the ordinary course of its business, or legal proceedings it considered immaterial may in the future become material. Regardless of the outcome, litigation can, among other things, be time consuming and expensive to resolve, and can divert management resources. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 – Subsequent Events On May 10, 2023, the partnership agreement between the Company and Lyfe Medical I, LLC was terminated by mutual agreement. On May 12, 2023 the joint venture agreement between the Company and Ginekaliks Dooel Skopje was terminated by mutual agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business INVO Bioscience, Inc. (“INVO” or the “Company”) is a commercial-stage fertility company dedicated to expanding the assisted reproductive technology (“ART”) marketplace by making fertility care accessible and inclusive to people around the world. The Company’s primary mission is to implement new medical technologies aimed at increasing the availability of affordable, high-quality, patient-centered fertility care. The Company’s flagship product is INVOcell, a revolutionary medical device that, in a procedure referred to as “IVC” (intravaginal culture), allows fertilization and early embryo development to take place in vivo in vitro |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiaries and controlled affiliates. The Company presents noncontrolling interest within the equity section of its consolidated balance sheets and the amount of consolidated net income (loss) that is attributable to the Company and to the noncontrolling interest in its consolidated statement of operations. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company uses the equity method of accounting when it owns an interest in an entity whereby it can exert significant influence over but cannot control the entity’s operations. The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company considers events or transactions that have occurred after the consolidated balance sheet date of March 31, 2023, but prior to the filing of the consolidated financial statements with the SEC in this Quarterly Report on Form 10-Q, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure, as applicable. Subsequent events have been evaluated through the date of the filing of this Quarterly Report on Form 10-Q. |
Business Segments | Business Segments The Company operates in one |
Variable Interest Entities | Variable Interest Entities The Company’s consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and variable interest entities (“VIE”), where the Company is the primary beneficiary under the provisions of ASC 810, Consolidation (“ASC 810”). A VIE must be consolidated by its primary beneficiary when, along with its affiliates and agents, the primary beneficiary has both: (i) the power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or the right to receive the benefits of the VIE that could potentially be significant to the VIE. The Company reconsiders whether an entity is still a VIE only upon certain triggering events and continually assesses its consolidated VIEs to determine if it continues to be the primary beneficiary. See “Note 3 – Variable Interest Entities” for additional information on the Company’s VIEs. |
Equity Method Investments | Equity Method Investments Investments in unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate, are accounted for using the equity method. Equity method investments are initially recorded at cost. These investments are included in investment in joint ventures in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in loss from equity method joint venture in the accompanying consolidated statements of operations. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the investees and records reductions in carrying values when necessary. |
Use of Estimates | Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents For financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At times, cash and cash equivalents balances exceed amounts insured by the Federal Deposit Insurance Corporation. |
Inventory | Inventory Inventories consist of raw materials, work in process and finished goods and are stated at the lower of cost or net realizable value, using the first-in, first-out method as a cost flow method. |
Property and Equipment | Property and Equipment The Company records property and equipment at cost. Property and equipment is depreciated using the straight-line method over the estimated economic lives of the assets, which are from 3 10 |
Long- Lived Assets | Long- Lived Assets Long-lived assets and certain identifiable assets related to those assets are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. If the non-discounted future cash flows of the asset are less than their carrying amount, their carrying amounts are reduced to fair value and an impairment loss recognized. There was no |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 825-10-50, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. Effective January 1, 2008, the Company adopted ASC 820-10, “Fair Value Measurements”, which provides a framework for measuring fair value under GAAP. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. |
Income Taxes | Income Taxes The Company is subject to income taxes in the United States and its domestic tax liabilities are subject to the allocation of expenses in multiple state jurisdictions. The Company uses the asset and liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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 recoverability of deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including taxable income in prior carryback years, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. To the extent the Company does not consider it more-likely-than-not that a deferred tax asset will be recovered, a valuation allowance is established. |
Concentration of Credit Risk | Concentration of Credit Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (“FDIC”) limits. As of March 31, 2023, the Company had cash balances in excess of FDIC limits. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue on arrangements in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services ASC 606 requires companies to assess their contracts to determine the timing and amount of revenue to recognize under the new revenue standard. The model has a five-step approach: 1. Identify the contract with the customer. 2. Identify the performance obligations in the contract. 3. Determine the total transaction price. 4. Allocate the total transaction price to each performance obligation in the contract. 5. Recognize as revenue when (or as) each performance obligation is satisfied. Revenue generated from the sale of INVOcell is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. Revenue generated from clinical and lab services related at the Company’s affiliated INVO Centers is typically recognized at the time the service is performed. |
Stock Based Compensation | Stock Based Compensation The Company accounts for stock-based compensation under the provisions of Accounting Standards Codification (“ASC”) subtopic 718-10, Compensation (“ASC 718-10”). This statement requires the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period in which the employee is required to provide service or based on performance goals in exchange for the award, which is usually the vesting period. |
Loss Per Share | Loss Per Share Basic loss per share calculations are computed by dividing net loss by the weighted-average number of common shares outstanding. Diluted earnings per share are computed similar to basic earnings per share except that the denominator is increased to include potentially dilutive securities. The Company’s diluted loss per share is the same as the basic loss per share for the three months ended March 31, 2023, and 2022, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. Schedule of Earnings Per Share Basic and Diluted 2023 2022 Three Months Ended March 31, 2023 2022 Net loss (numerator) $ (2,550,879 ) (2,774,312 ) Basic and diluted weighted-average number of common shares outstanding (denominator) 12,450,072 12,050,696 Basic and diluted net loss per common share (0.20 ) (0.23 ) The Company has excluded the following dilutive securities from the calculation of fully diluted shares outstanding because the result would have been anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2023 2022 As of March 31, 2023 2022 Options 1,412,541 1,474,605 Convertible notes and interest 1,409,615 - Unit purchase options and warrants 9,067,665 260,165 Total 11,889,821 1,734,770 |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share Basic and Diluted | Schedule of Earnings Per Share Basic and Diluted 2023 2022 Three Months Ended March 31, 2023 2022 Net loss (numerator) $ (2,550,879 ) (2,774,312 ) Basic and diluted weighted-average number of common shares outstanding (denominator) 12,450,072 12,050,696 Basic and diluted net loss per common share (0.20 ) (0.23 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company has excluded the following dilutive securities from the calculation of fully diluted shares outstanding because the result would have been anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2023 2022 As of March 31, 2023 2022 Options 1,412,541 1,474,605 Convertible notes and interest 1,409,615 - Unit purchase options and warrants 9,067,665 260,165 Total 11,889,821 1,734,770 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Investments in Unconsolidated Variable Interest Entities | The following table summarizes our investments in unconsolidated VIEs: Schedule of Investments in Unconsolidated Variable Interest Entities Carrying Value as of Location Percentage Ownership March 31, 2023 December 31, 2022 HRCFG INVO, LLC Alabama, United States 50 % $ 1,048,872 1,106,905 Positib Fertility, S.A. de C.V. Mexico 33 % 124,705 130,960 Total investment in unconsolidated VIEs $ 1,173,577 1,237,865 |
Schedule of Earnings from Investments in Unconsolidated Variable Interest Entities | Earnings from investments in unconsolidated VIEs were as follows: Schedule of Earnings from Investments in Unconsolidated Variable Interest Entities 2023 2022 Three Months Ended March 31, 2023 2022 HRCFG INVO, LLC $ (18,670 ) $ (54,920 ) Positib Fertility, S.A. de C.V. (9,065 ) (16,197 ) Total earnings from unconsolidated VIEs (27,735 ) (71,117 ) |
Schedule of Financial Information of Investments in Unconsolidated Variable Interest Entities | The following tables summarize the combined unaudited financial information of our unconsolidated VIEs: Schedule of Financial Information of Investments in Unconsolidated Variable Interest Entities 2023 2022 Three Months Ended March 31, 2023 2022 Statements of operations: Operating revenue $ 349,326 $ 169,835 Operating expenses (413,866 ) (328,756 ) Net loss (64,540 ) (158,921 ) March 31, 2023 December 31, 2022 Balance sheets: Current assets $ 395,561 261,477 Long-term assets 1,082,606 1,094,490 Current liabilities (466,667 ) (396,619 ) Long-term liabilities (114,824 ) (107,374 ) Net assets $ 896,676 851,974 |
Agreements and Transactions w_2
Agreements and Transactions with VIE’s (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Agreements And Transactions With Vies | |
Summary of Transaction with Variable Interest Entities | The following table summarizes the Company’s transactions with VIEs: Summary of Transaction with Variable Interest Entities 2023 2022 Three Months Ended March 31, 2023 2022 Bloom Invo, LLC INVOcell revenue $ 4,500 $ - Unconsolidated VIEs INVOcell revenue $ 3,000 $ 7,500 |
Summary of Balances with Variable Interest Entities | The Company had balances with VIEs as follows: Summary of Balances with Variable Interest Entities March 31, 2023 December 31, 2022 Bloom Invo, LLC Accounts receivable $ 18,000 13,500 Notes payable 471,637 468,031 Unconsolidated VIEs Accounts receivable $ 49,310 46,310 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Components of inventory are: Schedule of Inventory March 31, 2023 December 31, 2022 Raw materials $ 61,251 $ 68,723 Finished goods 209,668 194,879 Total inventory $ 270,919 $ 263,602 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment | The estimated useful lives and accumulated depreciation for equipment are as follows as of March 31, 2023, and December 31, 2022: Schedule of Estimated Useful Lives of Property and Equipment Estimated Useful Life Manufacturing equipment 6 10 Medical equipment 7 10 Office equipment 3 7 |
Schedule of Property and Equipment | Schedule of Property and Equipment March 31, 2023 December 31, 2022 Manufacturing equipment $ 132,513 $ 132,513 Medical equipment 283,065 283,065 Office equipment 77,601 77,601 Leasehold improvements 96,817 96,817 Less: accumulated depreciation (172,354 ) (153,267 ) Total equipment, net $ 417,642 $ 436,729 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
Schedule of Lease Components | As of March 31, 2023, the Company’s lease components included in the consolidated balance sheet were as follows: Schedule of Lease Components Lease component Balance sheet classification March 31, 2023 Assets ROU assets – operating lease Other assets $ 1,750,175 Total ROU assets $ 1,750,175 Liabilities Current operating lease liability Current liabilities $ 234,050 Long-term operating lease liability Other liabilities 1,610,734 Total lease liabilities $ 1,844,784 |
Schedule of Future Minimum Lease Payments | Future minimum lease payments as of March 31, 2023 were as follows: Schedule of Future Minimum Lease Payments 2023 198,835 2024 251,671 2025 247,960 2026 253,235 2027 and beyond 1,063,010 Total future minimum lease payments $ 2,014,711 Less: Interest (169,927 ) Total operating lease liabilities $ 1,844,784 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payables consisted of the following: Schedule of Notes Payable March 31, 2023 December 31, 2022 Related party demand notes with a 10 10 $ 770,000 $ 770,000 Convertible notes. 10 0.50 410,000 100,000 Convertible debentures. 8 0.52 330,000 - Less debt discount (408,679 ) (107,356 ) Total, net of discount $ 1,101,321 $ 762,644 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Stock Options Activity | The following table sets forth the activity of the options to purchase Common Stock under the 2019 Plan. Schedule of Stock Options Activity Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding as of December 31, 2022 1,297,006 $ 3.40 $ - Granted 144,606 0.62 3,904 Exercised 5,938 0.40 1,419 Canceled 23,133 3.95 - Balance as of March 31, 2023 1,412,541 3.14 18,038 Exercisable as of March 31, 2023 1,068,911 3.84 18,038 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | The fair value of each option granted is estimated as of the grant date using the Black-Scholes option pricing model with the following assumptions: Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions Three months ended March 31, 2023 2022 Risk-free interest rate range 3.6 3.63 % 1.6 1.9 % Expected life of option-years 5 5.25 5.75 Expected stock price volatility 114.5 114.9 % 110.4 113.2 % Expected dividend yield - % - % |
Schedule of Share Based Payments Arrangements Options Exercised and Options Vested | Schedule of Share Based Payments Arrangements Options Exercised and Options Vested Total Intrinsic Value of Options Exercised Total Fair Value of Options Vested Year ended December 31, 2022 $ - $ 1,616,401 Three months ended March 31, 2023 $ 1,419 $ 594,966 |
Schedule of Aggregate Restricted Stock Awards and Restricted Stock Unit Activity | The following table summarizes the Company’s restricted stock awards activity under the 2019 Plan during the three months ended March 31, 2023: Schedule of Aggregate Restricted Stock Awards and Restricted Stock Unit Activity Number of Unvested Shares Weighted Average Grant Date Fair Value Aggregate Value of Shares Balance as of December 31, 2022 70,667 $ 0.42 $ 29,949 Granted 124,131 0.53 65,367 Vested 179,798 1.35 242,185 Forfeitures - - - Balance as of March 31, 2023 15,000 1.18 17,764 |
Unit Purchase Options and War_2
Unit Purchase Options and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Unit Purchase Options And Warrants | |
Schedule of Unit Purchase Stock Options Activity | The following table sets forth the activity of unit purchase options: Schedule of Unit Purchase Stock Options Activity Number of Unit Purchase Options Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding as of December 31, 2022 $ 92,893 $ 3.20 $ - Granted - - - Exercised - - - Canceled - - - Balance as of March 31, 2023 $ 92,893 $ 3.20 $ - |
Schedule of Warrants Activity | The following table sets forth the activity of warrants: Schedule of Warrants Activity Number of Warrants Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding as of December 31, 2022 517,272 $ 1.51 $ - Granted 8,457,500 0.63 92,293 Exercised - - - Canceled - - - Balance as of March 31, 2023 9,067,665 $ 0.70 $ 140,943 |
Schedule of Earnings Per Share
Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | ||
Net loss (numerator) | $ (2,550,879) | $ (2,774,312) |
Basic and diluted weighted-average number of common shares outstanding (denominator) | 12,450,072 | 12,050,696 |
Basic and diluted net loss per common share | $ (0.20) | $ (0.23) |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 11,889,821 | 1,734,770 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,412,541 | 1,474,605 |
Convertible Notes and Interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,409,615 | |
Unit Purchase Option And Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 9,067,665 | 260,165 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | |
Mar. 31, 2023 USD ($) Segment | Mar. 31, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Number of operating segment | Segment | 1 | |
Impairment of intangible assets | $ | $ 0 | $ 0 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment estimated useful life | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment estimated useful life | 10 years |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net income loss | $ 2,550,879 | $ 2,774,312 | |
Accumulated deficit | 52,334,412 | $ 49,783,533 | |
Net income loss related to non cash expenses | 900,000 | 900,000 | |
Proceeds from sale of common stock | $ 2,708,642 | $ 315,000 | |
Common stock per share | $ 0.0001 | $ 0.0001 | |
Proceeds from Issuance of Convertible Preferred Stock | $ 700,000 |
Schedule of Investments in Unco
Schedule of Investments in Unconsolidated Variable Interest Entities (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Investment in unconsolidated variable interest entities | $ 1,173,577 | $ 1,237,865 |
HRCFG INVO, LLC [Member] | ||
Ownership percentage | 50% | |
Investment in unconsolidated variable interest entities | $ 1,048,872 | 1,106,905 |
Positib Fertility S.A. de C.V. [Member] | ||
Ownership percentage | 33% | |
Investment in unconsolidated variable interest entities | $ 124,705 | $ 130,960 |
Schedule of Earnings from Inves
Schedule of Earnings from Investments in Unconsolidated Variable Interest Entities (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Total earnings from unconsolidated VIEs | $ (27,735) | $ (71,117) |
HRCFG INVO, LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Total earnings from unconsolidated VIEs | (18,670) | (54,920) |
Positib Fertility S.A. de C.V. [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Total earnings from unconsolidated VIEs | $ (9,065) | $ (16,197) |
Schedule of Financial Informati
Schedule of Financial Information of Investments in Unconsolidated Variable Interest Entities (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Operating revenue | $ (2,306,420) | $ (2,700,938) | |
Net loss | (2,550,879) | (2,774,312) | |
Current assets | 2,809,762 | $ 621,087 | |
Current liabilities | (4,450,007) | (3,409,424) | |
Variable Interest Entity, Primary Beneficiary [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Operating revenue | 349,326 | 169,835 | |
Operating expenses | (413,866) | (328,756) | |
Net loss | (64,540) | $ (158,921) | |
Current assets | 395,561 | 261,477 | |
Long-term assets | 1,082,606 | 1,094,490 | |
Current liabilities | (466,667) | (396,619) | |
Long-term liabilities | (114,824) | (107,374) | |
Net assets | $ 896,676 | $ 851,974 |
Variable Interest Entities (Det
Variable Interest Entities (Details Narrative) - USD ($) | 3 Months Ended | |||
Jun. 28, 2021 | Mar. 10, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Variable interest entity ownership, percentage | 150% | |||
Financing Receivable, after Allowance for Credit Loss, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | |||
Net loss | $ (2,550,879) | $ (2,774,312) | ||
Georgia JV [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Investment | 900,000 | |||
Notes receivable related parties | 500,000 | |||
Net loss | 32,000 | 200,000 | ||
Minority interest | 0 | |||
Alabama JV [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Investment | 1,600,000 | |||
Net loss | 37,000 | 110,000 | ||
Loss from equity investment | 18,000 | 55,000 | ||
Mexico JV [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Investment | 100,000 | |||
Net loss | 27,000 | 49,000 | ||
Loss from equity investment | $ 9,000 | $ 16,000 | ||
Bloom INVO LLC [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Variable interest entity commitment contribution | $ 1,200,000 | |||
Variable interest entity units issued | 1,200 | |||
Bloom INVO LLC [Member] | Bloom Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Variable interest entity commitment contribution | $ 800,000 | |||
Variable interest entity units issued | 800 | |||
Alabama JV [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Variable interest entity ownership, percentage | 50% |
Summary of Transaction with Var
Summary of Transaction with Variable Interest Entities (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Bloom INVO LLC [Member] | ||
INVOcell revenue | $ 4,500 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | ||
INVOcell revenue | $ 3,000 | $ 7,500 |
Summary of Balances with Variab
Summary of Balances with Variable Interest Entities (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Notes payable | $ 1,101,321 | $ 762,644 |
Bloom INVO LLC [Member] | ||
Accounts receivable | 18,000 | 13,500 |
Notes payable | 471,637 | 468,031 |
Variable Interest Entity, Not Primary Beneficiary [Member] | ||
Accounts receivable | $ 49,310 | $ 46,310 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 61,251 | $ 68,723 |
Finished goods | 209,668 | 194,879 |
Total inventory | $ 270,919 | $ 263,602 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Property and Equipment (Details) | Mar. 31, 2023 |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Minimum [Member] | Manufacturing Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 6 years |
Minimum [Member] | Medical Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Minimum [Member] | Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Maximum [Member] | Manufacturing Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Maximum [Member] | Medical Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Maximum [Member] | Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (172,354) | $ (153,267) |
Total equipment, net | 417,642 | 436,729 |
Manufacturing Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements | 132,513 | 132,513 |
Medical Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements | 283,065 | 283,065 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements | 77,601 | 77,601 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements | $ 96,817 | $ 96,817 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 19,087 | $ 15,095 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 452 |
Schedule of Lease Components (D
Schedule of Lease Components (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Assets | ||
ROU assets – operating lease | $ 1,750,175 | $ 1,808,034 |
Total ROU assets | 1,750,175 | |
Liabilities | ||
Current operating lease liability | 234,050 | 231,604 |
Long-term operating lease liability | 1,610,734 | $ 1,669,954 |
Total lease liabilities | $ 1,844,784 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) | Mar. 31, 2023 USD ($) |
Leases | |
2023 | $ 198,835 |
2024 | 251,671 |
2025 | 247,960 |
2026 | 253,235 |
2027 and beyond | 1,063,010 |
Total future minimum lease payments | 2,014,711 |
Less: Interest | (169,927) |
Total operating lease liabilities | $ 1,844,784 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) (Parenthetical) | Mar. 31, 2023 $ / shares |
Debt Disclosure [Abstract] | |
Financing fee related party demand notes percentage | 10% |
Annual interest related party demand notes percentage | 10% |
Annual interest related party demand conversion price | $ 0.50 |
Annual interest related party demand notes percentage | 8% |
Interest related party demand conversion price | $ 0.52 |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Less debt discount | $ (408,679) | $ (107,356) |
Total, net of discount | 1,101,321 | 762,644 |
Related Party Demand Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Related party demand notes | 770,000 | 770,000 |
Demand Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Related party demand notes | 410,000 | 100,000 |
Convertible Debentures [Member] | ||
Short-Term Debt [Line Items] | ||
Related party demand notes | $ 330,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||||
May 15, 2023 | Feb. 17, 2023 | Feb. 03, 2023 | Dec. 29, 2022 | Dec. 13, 2022 | Dec. 02, 2022 | Nov. 29, 2022 | Mar. 31, 2023 | Jan. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||||||||
Warrant purchase of common stock, shares | 350,000 | |||||||||||
Share price | $ 0.52 | $ 0.52 | ||||||||||
Proceeds from Convertible Debt | $ 410,000 | $ 410,000 | $ 200,000 | |||||||||
Debt Instrument, Description | These notes accrue 10% annual interest accrues from the date of issuance. These notes are callable with 10 days prior written notice. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest | |||||||||||
Cash and conversion of debt | $ 310,000 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.60 | $ 0.60 | ||||||||||
Conversion of Stock, Shares Issued | 387,500 | |||||||||||
Amortization of debt discount | $ 178,380 | |||||||||||
Debt instrument interest rate stated percentage | 10% | 10% | ||||||||||
Maturity date | Dec. 31, 2023 | |||||||||||
Principal amount to be redeemed | 8% | 8% | ||||||||||
Percentage of debentures outstanding | 50% | 50% | ||||||||||
February Purchase Agreement [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Share price | $ 450,000 | $ 450,000 | ||||||||||
Proceeds from registered direct offering | $ 2,000,000 | $ 2,000,000 | ||||||||||
Registered Direct Offering [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Proceeds from registered direct offering | $ 383,879 | 383,879 | ||||||||||
February Debentures [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Proceeds from registered direct offering | $ 383,879 | |||||||||||
February Debentures [Member] | Subsequent Event [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Repayments of debt outstanding | $ 116,121 | |||||||||||
Convertible Debt [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Interest costs incurred | $ 5,537 | |||||||||||
Note Warrants [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument term | 5 years | |||||||||||
Jan And March 2023 Convertible Notes [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Recoginzed amount of debt discount | $ 132,183 | |||||||||||
Amortization of debt discount | 23,162 | |||||||||||
Remaining balance of debt discount | 109,021 | |||||||||||
February Debentures [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Interest costs incurred | 5,600 | |||||||||||
Principal amount to be redeemed | 105% | 105% | ||||||||||
February Debentures [Member] | February Purchase Agreement [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 500,000 | $ 500,000 | ||||||||||
February Warrant [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Warrants to purchase shares | 250,000 | 250,000 | ||||||||||
Warrant strike price | $ 0.63 | $ 0.63 | ||||||||||
February Commitment Shares [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Warrants to purchase shares | 83,333 | 83,333 | ||||||||||
February 2023 Convertible Notes [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Recoginzed amount of debt discount | 291,207 | |||||||||||
Amortization of debt discount | 47,862 | |||||||||||
Remaining balance of debt discount | $ 299,658 | |||||||||||
March Warrant [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Warrant strike price | $ 0.63 | $ 0.63 | ||||||||||
February Investors [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Warrants to purchase shares | 297,620 | 297,620 | ||||||||||
Common Stock [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Share price | $ 1 | $ 1 | ||||||||||
Proceeds from Convertible Debt | $ 275,000 | $ 135,000 | 100,000 | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.50 | $ 0.50 | ||||||||||
Warrant strike price | $ 0.75 | $ 0.75 | ||||||||||
Chief Executive Officer [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Proceeds from Convertible Debt | $ 25,000 | $ 15,000 | $ 60,000 | 100,000 | ||||||||
Chief Financial Officer [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Proceeds from Convertible Debt | $ 25,000 | $ 75,000 | 100,000 | |||||||||
Interest costs incurred | $ 25,064 | |||||||||||
JAG Multi Investments LLC [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Proceeds from issuance of demand notes, related party | $ 100,000 | $ 500,000 | ||||||||||
Interest rate percentage description | The JAG Notes accrue 10% annual interest from the date of issuance. The JAG Notes currently are callable with 10 days prior written notice. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest. | |||||||||||
Warrants exercises term | 5 years | |||||||||||
Share price | $ 0.50 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Accounts Payable, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | |
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts payable related parties | $ 122,219 | |
JAC Multi Investments LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Proceeds from related party debt | $ 700,000 | |
JAG [Member] | ||
Related Party Transaction [Line Items] | ||
Proceeds from related party debt | 500,000 | |
Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Proceeds from related party debt | 100,000 | |
Andrea Goren [Member] | ||
Related Party Transaction [Line Items] | ||
Proceeds from related party debt | $ 100,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Mar. 27, 2023 | Mar. 23, 2023 | Feb. 17, 2023 | Feb. 03, 2023 | Feb. 28, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Purchase of shares of common stock description | (i) in a minimum amount of not less than $25,000 and (ii) in a maximum amount of up to the lesser of (a) $750,000 or (b) 200% of the Company’s average daily trading value of the Common Stock. | ||||||
Number of common stock upon exercise of options | 5,938 | ||||||
Stock issued during period value | $ 149,900 | $ 66,850 | |||||
Proceeds from options exercised | 2,376 | ||||||
Number of new stock issued during the period value | 2,708,642 | 315,000 | |||||
Proceeds from sale of common stock | $ 2,708,642 | $ 315,000 | |||||
Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of new stock issued during the period | 1,380,000 | 94,623 | |||||
Exercise price | $ 0.75 | $ 0.75 | |||||
Number of common stock upon exercise of options | 5,938 | ||||||
Stock issued during period shares | 260,000 | 21,500 | |||||
Stock issued during period value | $ 26 | $ 2 | |||||
Number of new stock issued during the period value | $ 138 | $ 9 | |||||
Employees and Directors [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of common stock upon exercise of options | 5,938 | ||||||
Employees and Directors [Member] | 2019 Stock Incentive Plan [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock issued during period shares | 69,798 | ||||||
Stock issued during period value | $ 46,503 | ||||||
Consultant [Member] | 2019 Stock Incentive Plan [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock issued during period shares | 110,000 | ||||||
Stock issued during period value | $ 56,900 | ||||||
February Investors [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of new stock issued during the period | 150,000 | ||||||
Pre-Funded Warrants purchase | 297,620 | 297,620 | |||||
Equity Purchase Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Proceeds from sale of shares | $ 10,000,000 | ||||||
Number of new stock issued during the period | 150,000 | ||||||
Number of new stock issued during the period value | $ 93,000 | ||||||
March Purchase Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of new stock issued during the period | 1,380,000 | ||||||
Pre-Funded Warrants purchase | 2,300,000 | ||||||
Exercise price | $ 0.01 | ||||||
Number of common stock upon exercise of options | 5,520,000 | ||||||
Exercise price | $ 0.63 | ||||||
Proceeds from Issuance Initial Public Offering | $ 3,000,000 | ||||||
Additional gross proceeds from warrants exercises | $ 3,500,000 | ||||||
February Debentures [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of new stock issued during the period | 83,333 | ||||||
Proceeds to repay portion of february debentures | 383,879 | ||||||
Number of new stock issued during the period value | $ 56,313 | ||||||
Registered Direct Offering [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Proceeds to repay portion of february debentures | $ 383,879 | $ 383,879 | |||||
Proceeds from sale of common stock | $ 2,700,000 | ||||||
Registered Direct Offering [Member] | Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of new stock issued during the period | 1,380,000 |
Schedule of Stock Options Activ
Schedule of Stock Options Activity (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Equity [Abstract] | |
Number of shares, options outstanding, beginning balance | shares | 1,297,006 |
Weighted average exercise price, outstanding, beginning balance | $ / shares | $ 3.40 |
Aggregate intrinsic value, outstanding, beginning balance | $ | |
Number of shares, options outstanding, granted | shares | 144,606 |
Weighted average exercise price, options outstanding, granted | $ / shares | $ 0.62 |
Share-based compensation arrangement by share-based payment award, options, exercises in period, intrinsic value | $ | $ 3,904 |
Number of shares, options outstanding, exercised | shares | 5,938 |
Weighted average exercise price, options outstanding, exercised | $ / shares | $ 0.40 |
Share-based compensation arrangement by share-based payment award, options, exercises in period, intrinsic value | $ | $ 1,419 |
Number of shares, options outstanding, canceled | shares | 23,133 |
Weighted average exercise price, outstanding, canceled | $ / shares | $ 3.95 |
Number of shares, options outstanding, ending balance | shares | 1,412,541 |
Weighted average exercise price, outstanding, ending balance | $ / shares | $ 3.14 |
Aggregate intrinsic value, outstanding, ending balance | $ | $ 18,038 |
Number of shares, options exercisable, ending balance | shares | 1,068,911 |
Weighted average exercise price, options exercisable, ending balance | $ / shares | $ 3.84 |
Aggregate intrinsic value, options exercisable, ending balance | $ | $ 18,038 |
Schedule of Share-Based Payment
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Risk-free interest rate range, minimum | 3.60% | 1.60% |
Risk-free interest rate range, maximum | 3.63% | 1.90% |
Expected stock price volatility, minimum | 114.50% | 110.40% |
Expected stock price volatility, maximum | 114.90% | 113.20% |
Expected dividend yield | ||
Minimum [Member] | ||
Expected life of option-years | 5 years | 5 years 3 months |
Maximum [Member] | ||
Expected life of option-years | 5 years 9 months |
Schedule of Share Based Payment
Schedule of Share Based Payments Arrangements Options Exercised and Options Vested (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Total intrinsic value of options exercised | $ 1,419 | |
Total fair value of options vested | $ 594,966 | $ 1,616,401 |
Schedule of Aggregate Restricte
Schedule of Aggregate Restricted Stock Awards and Restricted Stock Unit Activity (Details) - Restricted Stock [Member] - 2019 Stock Incentive Plan [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of unvested shares, beginning balance | shares | 70,667 |
Weighted averag exercise price, beginning balance | $ / shares | $ 0.42 |
Aggregate value of unvested shares, beginning balance | $ | $ 29,949 |
Number of unvested shares, granted | shares | 124,131 |
Weighted average exercise price, granted | $ / shares | $ 0.53 |
Aggregate value of unvested shares, granted | $ | $ 65,367 |
Number of unvested shares, vested | shares | 179,798 |
Weighted average exercise price, vested | $ / shares | $ 1.35 |
Aggregate value of unvested shares, vested | $ | $ 242,185 |
Number of unvested shares, forfeitures | shares | |
Weighted average exercise price, forfeitures | $ / shares | |
Aggregate value of unvested shares, forfeitures | $ | |
Number of unvested shares, ending balance | shares | 15,000 |
Weighted average exercise price, ending balance | $ / shares | $ 1.18 |
Aggregate value of unvested shares, ending balance | $ | $ 17,764 |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details Narrative) - $ / shares | 3 Months Ended | ||
Mar. 31, 2023 | Jan. 31, 2023 | Oct. 31, 2019 | |
Share-Based Payment Arrangement [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted average grant date fair value of options granted | $ 0.52 | ||
Weighted average remaining service period | 1 year | ||
Restricted Stock [Member] | Employees, Directors and Consultants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share based compensation vesting period | 1 year | ||
Restricted stock shares, gross | 124,131 | ||
2019 Stock Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation, number of shares authorized | 2,500,000 | 500,000 | |
Share-based compensation, description | A provision in the 2019 Plan provides for an automatic annual increase equal to 6% of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year | ||
Share-based compensation number of shares, grant | 729,957 | ||
Share based compensation vesting period | 3 years | ||
2019 Stock Incentive Plan [Member] | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options life | 3 years | ||
2019 Stock Incentive Plan [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options life | 10 years |
Schedule of Unit Purchase Stock
Schedule of Unit Purchase Stock Options Activity (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, options outstanding, beginning balance | shares | 1,297,006 |
Weighted average exercise price, outstanding, beginning balance | $ 3.40 |
Aggregate intrinsic value, outstanding, beginning balance | $ | |
Number of unit purchase options, granted | shares | 144,606 |
Weighted average exercise price, granted | $ 0.62 |
Number of common stock upon exercise of options | shares | 5,938 |
Weighted average exercise price, exercised | $ 0.40 |
Aggregate intrinsic value, exercised | $ | $ 1,419 |
Number of unit purchase options, canceled | shares | 23,133 |
Weighted average exercise price, canceled | $ 3.95 |
Number of shares, options outstanding, ending balance | shares | 1,412,541 |
Weighted average exercise price, outstanding, ending balance | $ 3.14 |
Aggregate intrinsic value, outstanding, ending balance | $ | $ 18,038 |
Unit Purchase Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, options outstanding, beginning balance | shares | 92,893 |
Weighted average exercise price, outstanding, beginning balance | $ 3.20 |
Aggregate intrinsic value, outstanding, beginning balance | $ | |
Number of unit purchase options, granted | shares | |
Weighted average exercise price, granted | |
Aggregate intrinsic value, granted | |
Number of common stock upon exercise of options | shares | |
Weighted average exercise price, exercised | |
Aggregate intrinsic value, exercised | $ | |
Number of unit purchase options, canceled | shares | |
Weighted average exercise price, canceled | |
Aggregate intrinsic value, canceled | |
Number of shares, options outstanding, ending balance | shares | 92,893 |
Weighted average exercise price, outstanding, ending balance | $ 3.20 |
Aggregate intrinsic value, outstanding, ending balance | $ |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Unit Purchase Options And Warrants | |
Number of warrants, outstanding, beginning balance | shares | 517,272 |
Weighted average exercise price, outstanding, beginning balance | $ / shares | $ 1.51 |
Aggregate intrinsic value, outstanding, beginning balance | $ | |
Number of warrants, granted | shares | 8,457,500 |
Weighted average exercise price, granted | $ / shares | $ 0.63 |
Aggregate intrinsic value, granted | $ | $ 92,293 |
Number of warrants, exercised | shares | |
Weighted average exercise price, exercised | $ / shares | |
Aggregate intrinsic value, exercised | $ | |
Number of warrants, canceled | shares | |
Weighted average exercise price, canceled | $ / shares | |
Aggregate intrinsic value, canceled | $ | |
Number of warrants, outstanding, ending balance | shares | 9,067,665 |
Weighted average exercise price, outstanding, ending balance | $ / shares | $ 0.70 |
Aggregate intrinsic value, outstanding, ending balance | $ | $ 140,943 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 0 | $ 0 |
Income tax rate | 0% |