Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
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, $0.0001 par value per share | |
Trading Symbol | INVO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,449,662 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 112,485 | $ 90,135 |
Accounts receivable | 74,908 | 77,149 |
Inventory | 280,018 | 263,602 |
Prepaid expenses and other current assets | 374,714 | 190,201 |
Total current assets | 842,125 | 621,087 |
Property and equipment, net | 659,442 | 436,729 |
Lease right of use | 4,004,962 | 1,808,034 |
Investment in joint ventures | 1,132,365 | 1,237,865 |
Total assets | 6,638,894 | 4,103,715 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,844,629 | 1,349,038 |
Accrued compensation | 1,202,420 | 946,262 |
Deferred revenue | 161,187 | 119,876 |
Lease liability, current portion | 227,026 | 231,604 |
Total current liabilities | 4,469,150 | 3,409,424 |
Lease liability, net of current portion | 3,873,289 | 1,669,954 |
Deferred tax liability | 1,949 | 1,949 |
Total liabilities | 8,344,388 | 5,081,327 |
Stockholders’ deficit | ||
Common Stock, $.0001 par value; 6,250,000 shares authorized; 826,886 and 608,611 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 83 | 61 |
Additional paid-in capital | 52,869,346 | 48,805,860 |
Accumulated deficit | (54,574,923) | (49,783,533) |
Total stockholders’ deficit | (1,705,494) | (977,612) |
Total liabilities and stockholders’ deficit | 6,638,894 | 4,103,715 |
Nonrelated Party [Member] | ||
Current liabilities | ||
Notes payable, net | 263,888 | 100,000 |
Related Party [Member] | ||
Current liabilities | ||
Notes payable, net | $ 770,000 | $ 662,644 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 6,250,000 | 6,250,000 |
Common stock, shares issued | 826,886 | 608,611 |
Common stock, shares outstanding | 826,886 | 608,611 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue: | ||||
Total revenue | $ 315,902 | $ 146,135 | $ 663,927 | $ 308,733 |
Operating expenses | ||||
Cost of revenue | 235,714 | 170,526 | 466,719 | 367,207 |
Selling, general and administrative expenses | 2,042,609 | 2,444,586 | 4,373,443 | 4,991,714 |
Research and development expenses | 83,850 | 190,761 | 157,370 | 294,941 |
Depreciation and amortization | 19,705 | 22,083 | 38,792 | 37,630 |
Total operating expenses | 2,381,879 | 2,827,956 | 5,036,324 | 5,691,492 |
Loss from operations | (2,065,977) | (2,681,821) | (4,372,397) | (5,382,759) |
Other income (expense): | ||||
Income (loss) from equity method joint ventures | 3,788 | (117,978) | (23,947) | (189,095) |
Interest income | 48 | 273 | ||
Interest expense | (175,192) | (102) | (391,781) | (1,558) |
Foreign currency exchange loss | (265) | (888) | (400) | (1,914) |
Total other income (expense) | (171,669) | (118,920) | (416,128) | (192,294) |
Net loss before income taxes | (2,237,646) | (2,800,741) | (4,788,525) | (5,575,053) |
Income taxes | 2,865 | 800 | 2,865 | 800 |
Net loss | $ (2,240,511) | $ (2,801,541) | $ (4,791,390) | $ (5,575,853) |
Net loss per common share: | ||||
Basic | $ (3.06) | $ (4.62) | $ (7.07) | $ (9.23) |
Diluted | $ (3.06) | $ (4.62) | $ (7.07) | $ (9.23) |
Weighted average number of common shares outstanding: | ||||
Basic | 732,255 | 605,760 | 677,684 | 604,123 |
Diluted | 732,255 | 605,760 | 677,684 | 604,123 |
Clinic Revenue [Member] | ||||
Revenue: | ||||
Total revenue | $ 254,364 | $ 112,358 | $ 551,745 | $ 218,206 |
Product [Member] | ||||
Revenue: | ||||
Total revenue | $ 61,538 | $ 33,777 | $ 112,182 | $ 90,527 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balances, value at Dec. 31, 2021 | $ 60 | $ 46,200,509 | $ (38,891,022) | $ 7,310,680 |
Balance, shares at Dec. 31, 2021 | 596,457 | |||
Common stock issued to directors and employees | 328,548 | 328,548 | ||
Common stock issued to directors and employees, shares | 2,576 | |||
Common stock issued for services | 116,766 | 116,766 | ||
Common stock issued for services, shares | 2,750 | |||
Proceeds from the sale of common stock, net of fees and expenses | 315,000 | 315,000 | ||
Proceeds from the sale of common stock, net of fees and expenses, shares | 4,731 | |||
Stock options issued to directors and employees as compensation | 861,284 | 861,284 | ||
Net loss | (5,575,853) | (5,575,853) | ||
Balances, value at Jun. 30, 2022 | $ 60 | 47,823,860 | (44,466,875) | 3,356,425 |
Balance, shares at Jun. 30, 2022 | 606,514 | |||
Balances, value at Dec. 31, 2022 | $ 61 | 48,805,860 | (49,783,533) | (977,612) |
Balance, shares at Dec. 31, 2022 | 608,611 | |||
Common stock issued to directors and employees | 51,565 | 51,565 | ||
Common stock issued to directors and employees, shares | 3,994 | |||
Common stock issued for services | $ 3 | 244,173 | 244,176 | |
Common stock issued for services, shares | 25,817 | |||
Proceeds from the sale of common stock, net of fees and expenses | $ 18 | 2,728,920 | 2,728,938 | |
Proceeds from the sale of common stock, net of fees and expenses, shares | 184,000 | |||
Stock options issued to directors and employees as compensation | 652,750 | 652,750 | ||
Net loss | (4,791,390) | (4,791,390) | ||
Common stock issued with notes payable | 1 | 56,313 | 56,314 | |
Common stock issued with notes payable, shares | 4,167 | |||
Options exercised for cash | 2,375 | $ 2,375 | ||
Options exercised for cash, shares | 297 | 297 | ||
Warrants issued with notes payable | 327,390 | $ 327,390 | ||
Balances, value at Jun. 30, 2023 | $ 83 | $ 52,869,346 | $ (54,574,923) | $ (1,705,494) |
Balance, shares at Jun. 30, 2023 | 826,886 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (4,791,390) | $ (5,575,853) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash stock compensation issued for services | 244,176 | 116,766 |
Non-cash stock compensation issued to directors and employees | 51,565 | 328,548 |
Fair value of stock options issued to employees | 652,750 | 861,284 |
Non-cash compensation for services | 90,000 | 30,000 |
Amortization of discount on notes payable | 301,098 | |
Loss from equity method investment | 23,947 | 189,095 |
Depreciation and amortization | 38,792 | 37,629 |
Changes in assets and liabilities: | ||
Accounts receivable | 2,241 | (6,015) |
Inventory | (16,416) | 5,777 |
Prepaid expenses and other current assets | (184,513) | 35,069 |
Accounts payable and accrued expenses | 432,654 | 23,553 |
Accrued compensation | 256,158 | (72,885) |
Deferred revenue | 41,311 | 71,457 |
Leasehold liability | 1,829 | 4,655 |
Accrued Interest | 62,938 | |
Net cash used in operating activities | (2,792,860) | (3,950,920) |
Cash from investing activities: | ||
Payments to acquire property, plant, and equipment | (261,505) | (8,338) |
Payments to acquire intangible assets | (1,517) | |
Investment in joint ventures | (8,447) | (76,937) |
Net cash used in investing activities | (269,952) | (86,792) |
Cash from financing activities: | ||
Proceeds from the sale of notes payable | 714,000 | |
Proceeds from the sale of common stock, net of offering costs | 2,728,938 | 315,000 |
Proceeds from option exercise | 2,375 | |
Principal payments on note payable | (360,151) | |
Net cash provided by financing activities | 3,085,162 | 315,000 |
Increase (decrease) in cash and cash equivalents | 22,350 | (3,722,712) |
Cash and cash equivalents at beginning of period | 90,135 | 5,684,871 |
Cash and cash equivalents at end of period | 112,485 | 1,962,159 |
Supplemental disclosure of cash flow information: | ||
Interest | 5,720 | |
Taxes | 2,847 | |
Noncash activities: | ||
Fair value of warrants issued with debt | 327,390 | |
Initial ROU asset and lease liability | $ 2,312,892 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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 healthcare services 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 commercialization strategy is focused on the opening of dedicated “INVO Centers” offering the INVOcell and IVC procedure (with three centers in North America now operational), the acquisition of US-based, profitable in vitro fertilization (“IVF”) clinics and the sale and distribution of our technology solution into existing fertility clinics. The Company’s proprietary technology, INVOcell, is a revolutionary medical device that allows fertilization and early embryo development to take place in vivo within the woman’s body. This treatment solution is the world’s first intravaginal culture technique for the incubation of oocytes and sperm during fertilization and early embryo development. 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 June 30, 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. Reclassifications Certain amounts in the consolidated financial statements for the prior year have been reclassified to conform to the current year presentation. These reclassifications had no impact on net earnings, financial position, or cash flows. 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 June 30, 2023, the Company did not have 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 and six months ended June 30, 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 Three Months Ended June 30, Six Months Ended 2023 2022 2023 2022 Net loss (numerator) $ (2,240,511 ) (2,801,541 ) (4,791,390 ) (5,575,853 ) Basic and diluted weighted-average number of common shares outstanding (denominator) 732,255 605,760 677,684 604,123 Basic weighted-average number of common shares outstanding (denominator) 732,255 605,760 677,684 604,123 Basic and diluted net loss per common share (3.06 ) (4.62 ) (7.07 ) (9.23 ) Basic net loss per common share (3.06 ) (4.62 ) (7.07 ) (9.23 ) 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 As of June 30, 2023 2022 Options 121,255 74,480 Convertible notes and interest 55,120 - Unit purchase options and warrants 348,151 13,008 Total 524,526 87,488 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 | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2023, and 2022, the Company incurred a net loss of approximately $ 4.8 5.6 54.6 1.4 1.6 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 six months of 2023, the Company received net proceeds of approximately $ 2.7 0.0001 0.7 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2023, the Company invested $ 0.9 0.5 0.1 0.3 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 June 30, 2023, the Company invested $ 1.6 2 805 0.3 0.2 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 June 30, 2023, the Company invested $ 0.1 74 90 24 30 The following table summarizes our investments in unconsolidated VIEs: Schedule of Investments in Unconsolidated Variable Interest Entities Carrying Value as of Location Percentage Ownership June 30, 2023 December 31, 2022 HRCFG INVO, LLC Alabama, United States 50 % $ 1,023,346 1,106,905 Positib Fertility, S.A. de C.V. Mexico 33 % 109,019 130,960 Total investment in unconsolidated VIEs $ 1,132,365 1,237,865 Earnings from investments in unconsolidated VIEs were as follows: Schedule of Earnings from Investments in Unconsolidated Variable Interest Entities Three Months Ended June 30, Six Months Ended 2023 2022 2023 2022 HRCFG INVO, LLC $ 19,474 $ (104,255 ) $ 805 $ (159,175 ) Positib Fertility, S.A. de C.V. (15,686 ) (13,723 ) (24,752 ) (29,920 ) Total earnings from unconsolidated VIEs 3,788 (117,978 ) (23,947 ) (189,095 ) The following tables summarize the combined unaudited financial information of our unconsolidated VIEs: Schedule of Financial Information of Investments in Unconsolidated Variable Interest Entities Three Months Ended June 30, Six Months Ended 2023 2022 2023 2022 Statements of operations: Operating revenue $ 458,069 $ 166,477 $ 807,396 $ 336,312 Operating expenses (466,184 ) (415,665 ) (880,050 ) (744,421 ) Net loss (8,115 ) (249,188 ) (72,654 ) (408,109 ) June 30, 2023 December 31, 2022 Balance sheets: Current assets $ 416,948 261,477 Long-term assets 1,057,010 1,094,490 Current liabilities (513,709 ) (396,619 ) Long-term liabilities (121,773 ) (107,374 ) Net assets $ 838,476 851,974 |
Agreements and Transactions wit
Agreements and Transactions with VIE’s | 6 Months Ended |
Jun. 30, 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 Three Months Ended June 30, Six Months Ended 2023 2022 2023 2022 Bloom Invo, LLC INVOcell revenue $ 6,000 $ - $ 10,500 $ - Unconsolidated VIEs INVOcell revenue $ 6,750 $ 9,000 $ 9,750 $ 16,500 The Company had balances with VIEs as follows: Summary of Balances with Variable Interest Entities June 30, 2023 December 31, 2022 Bloom Invo, LLC Accounts receivable $ 12,000 13,500 Notes payable 472,839 468,031 Unconsolidated VIEs Accounts receivable $ 34,935 46,310 |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5 – Inventory Components of inventory are: Schedule of Inventory June 30, 2023 December 31, 2022 Raw materials $ 62,745 $ 68,723 Finished goods 217,273 194,879 Total inventory $ 280,018 $ 263,602 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 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 June 30, 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 June 30, 2023 December 31, 2022 Manufacturing equipment $ 132,513 $ 132,513 Medical equipment 283,065 283,065 Office equipment 77,601 77,601 Leasehold improvements 358,322 96,817 Less: accumulated depreciation (192,059 ) (153,267 ) Total equipment, net $ 659,442 $ 436,729 During the three months ended June 30, 2023, and 2022, the Company recorded depreciation expense of $ 19,705 21,630 During the six months ended June 30, 2023, and 2022, the Company recorded depreciation expense of $ 38,792 36,725 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 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 June 30, 2023, and 2022, the Company recorded amortization expenses related to patents of $ nil 452 During the six months ended June 30, 2023, and 2022, the Company recorded amortization expenses related to patents of $ nil 904 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2023, the Company’s lease components included in the consolidated balance sheet were as follows: Schedule of Lease Components Lease component Balance sheet classification June 30, 2023 Assets ROU assets – operating lease Other assets $ 4,004,962 Total ROU assets $ 4,004,962 Liabilities Current operating lease liability Current liabilities $ 227,026 Long-term operating lease liability Other liabilities 3,873,289 Total lease liabilities $ 4,100,315 Future minimum lease payments as of June 30, 2023 were as follows: Schedule of Future Minimum Lease Payments 2023 156,465 2024 392,869 2025 392,688 2026 401,581 2027 and beyond 4,197,510 Total future minimum lease payments $ 5,541,113 Less: Interest (1,440,798 ) Total operating lease liabilities $ 4,100,315 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 9 – Notes Payable Notes payables consisted of the following: Schedule of Notes Payable June 30, 2023 December 31, 2022 Less debt discount (285,961 ) (107,356 ) Related party demand notes with a 10 10 $ 770,000 $ 770,000 Convertible notes. 10 10.00 12.00 410,000 100,000 Convertible debentures. 8 10.40 139,849 - Less debt discount (285,961 ) (107,356 ) Total, net of discount $ 1,033,888 $ 762,644 Related Party Demand Notes In the fourth quarter of 2022, the Company received $ 500,000 The JAG Notes accrue 10% annual interest from the date of issuance. 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 17,500 5 10.00 In the fourth quarter of 2022, the Company received $ 200,000 100,000 60,000 15,000 25,000 100,000 75,000 25,000 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 June 30, 2023 the Company had fully amortized the discount. For the six months ended June 30, 2023, the Company incurred $ 42,758 Jan and March 2023 Convertible Notes In January and March 2023, the Company issued $ 410,000 310,000 100,000 10.00 275,000 12.00 135,000 5 19,375 20.00 The cumulative fair value of the warrants at issuance was $ 132,183 59,238 72,945 Interest on these notes accrues at a rate of ten percent ( 10 December 31, 2023 17,456 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 $ 500,000 450,000 12,500 15.00 4,167 The cumulative fair value of the warrants at issuance was $ 291,207 86,642 213,016 Pursuant to the February Debentures, interest on the February Debentures accrues at a rate of eight percent ( 8 8,444 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 $ 10.40 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 50 360,151 139,849 139,849 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 $ 2.85 65,790 2.85 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 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 June 30, 2023 the Company owed accounts payable to related parties totaling $ 142,176 |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 11 – Stockholders’ Equity Reverse Stock Split On June 28, 2023, the Company’s board of directors approved a reverse stock split of the Company’s common stock at a ratio of 1-for-20 and also approved a proportionate decrease in its authorized common stock to 6,250,000 125,000,000 On July 26, 2023, the Company filed a certificate of change (with an effective date of July 28, 2023) with the Nevada Secretary of State pursuant to Nevada Revised Statutes 78.209 to effectuate a 1-for-20 reverse stock split of its outstanding common stock. 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 7,500 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”), 69,000 115,000 0.20 276,000 12.60 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 3.5 383,879 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. Six Months Ended June 30, 2023 During the six months ended June 30, 2023, the Company issued 3,994 12,202 51,565 106,176 During the six months ended June 30, 2023, the Company issued 297 2,375 In February 2023, the Company issued 4,167 56,313 In February 2023, the Company 7,500 93,000 In March 2023, the Company issued 69,000 2.7 In May 2023, the Company issued 6,115 45,000 |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 30, 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 25,000 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 36,498 125,000 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 64,850 $ 68.00 $ - Granted 59,048 7.74 - Exercised (297 ) 8.00 - Canceled (2,346 ) 72.38 - Balance as of June 30, 2023 121,255 $ 2.10 $ - Exercisable as of June 30, 2023 71,251 $ 62.42 $ - 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 Six months ended June 30, 2023 2022 Risk-free interest rate range 3.6 3.69 1.6 1.9 Expected life of option-years 5 5.63 5.25 5.75 Expected stock price volatility 106.6 114.9 110.4 113.2 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 Six months ended June 30, 2023 $ - $ 654,925 For the six months ended June 30, 2023, the weighted average grant date fair value of options granted was $ 6.38 1 Restricted Stock and Restricted Stock Units In the six months ended June 30, 2023, the Company granted 13,272 one year The following table summarizes the Company’s restricted stock awards activity under the 2019 Plan during the six months ended June 30, 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 3,533 $ 8.40 $ 29,949 Granted 13,272 8.88 97,172 Vested (16,505 ) 18.82 286,597 Forfeitures - - - Balance as of June 30, 2023 300 18.42 5,525 |
Unit Purchase Options and Warra
Unit Purchase Options and Warrants | 6 Months Ended |
Jun. 30, 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 $ 4,649 $ 64.00 $ - Granted - - - Exercised - - - Canceled - - - Balance as of June 30, 2023 $ 4,649 $ 64.00 $ - 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 25,864 $ 30.20 $ - Granted 432,618 12.60 - Exercised (115,000 ) 0.20 - Canceled - - - Balance as of June 30, 2023 378,849 $ 20.41 $ - |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 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 $ 2,865 800 0 0 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 – Subsequent Events On July 11, 2023, the Company issued 16,250 On August 8, 2023, the Company issued 26,391 Reverse Stock Split On July 28, 2023 the Company effected a 1-for-20 reverse stock split 135 Amendment to Armistice SPA On July 7, 2023, the Company entered into an Amendment to Securities Purchase Agreement (the “Armistice Amendment”) with Armistice Capital Markets Ltd. to delete Section 4.12(a) of our March 23, 2023 Securities Purchase Agreement (the “Armistice SPA”) with Armistice pursuant to which the Company agreed that from March 23, 2023 until 45 days after the effective date of the Resale Registration Statement (as defined below) the Company would not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration statement or any amendment or supplement thereto, other than the prospectus supplement filed in connection with that offering and the Resale Registration Statement (the “Subsequent Equity Financing Provision”). In consideration of Armistice’s agreement to enter into the Armistice Amendment and delete the Subsequent Equity Financing Provision from the Armistice SPA, the Company agreed to pay Armistice a fee a $ 1,000,000 JAG Demand Note On July 10, 2023, the Company entered into a letter agreement (the “Agreement”) with JAG Multi Investments LLC (“JAG”), a related party to Andrea Goren, the Company’s CFO, who is a beneficiary of JAG but does not have any control over JAG’s investment decisions with respect to the Company. In the Agreement, the Company and JAG agreed that (1) JAG would loan the Company $ 100,000 500,000 500,000 July 2023 Standard Merchant Cash Advance Agreement On July 19, 2023, the Company entered into a Standard Merchant Cash Advance Agreement with Cedar Advance LLC (“Cedar”) under which Cedar purchased $ 543,750 375,000 356,250 19,419.64 465,000 Notices from Nasdaq of Failure to Satisfy Continued Listing Rules. On July 11, 2023, the Company received a notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that, based upon the Company’s non-compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Rule”), as of July 10, 2023, the Nasdaq Hearing Panel (the “Panel”) will consider such non-compliance in its decision regarding the Company’s continued listing on Nasdaq. The Company plans to timely submit to the Panel confirmation of its plan to regain compliance under the Rule, providing similar information to that presented to the Panel at the Company’s hearing on July 6, 2023. As previously disclosed, the Company was granted a 180-day grace period to regain compliance with the Rule through July 10, 2023. The Company was unable to do so by that date, which resulted in the issuance of the Staff’s notice. On July 27, 2023, the Company received a letter from the Panel under which they granted its request for continued listing of Nasdaq subject to us demonstrating compliance with the Equity Rule as well as Nasdaq Listing Rule 5550(a)(2) (to maintain a minimum bid price of $1; the “Price Rule”) on or before September 29. 2023. The Panel reserves the right to reconsider the terms of this exception based on any event, condition or circumstance that exists or develops that would, in the opinion of the Panel, make continued listing of our securities on Nasdaq inadvisable or unwarranted. In that regard, the Panel advises the Company that it is a requirement during the exception period that the Company provide prompt notification of any significant events that occur during this time that may affect its compliance with Nasdaq requirements. This includes, but is not limited to, prompt advance notice of any event that may call into question its ability to meet the terms of the exception granted. August 2023 Public Offering On August 4, 2023, the Company, entered into securities purchase agreements (the “Purchase Agreements”) with certain institutional and other investors, pursuant to which the Company agreed to issue and sell to such investors in a public offering (the “Offering”), 1,580,000 2.85 1,580,000 3,160,000 2.85 The Company closed the Offering on August 8, 2023, raising gross proceeds of approximately $ 4.5 million before deducting placement agent fees and other offering expenses payable by the Company. The Company used (i) $ 2,150,000 of the net proceeds to fund the initial installment of the purchase price required to consummate the acquisition of the Wisconsin Fertility Institute (net of a $ 350,000 holdback) on August 10, 2023; (ii) $ 1,000,000 of the net proceeds of this offering to pay Armistice the Armistice Amendment Fee for agreeing to remove the Subsequent Equity Financing Provision from the Armistice SPA; (iii) $ 100,000 to repay that certain 8 % Debenture with a maturity date of February 3, 2024 issued to Peak One Opportunity Fund LP plus accrued interest and fees of approximately $ 7,784 ; and (iv) $ 39,849 to repay that certain 8 % Debenture with a maturity date of February 17, 2024 issued to First Fire Global Opportunities Fund, LLC, plus accrued interest and fees of approximately $ 3,127 . The Company intends to use the remaining net proceeds from this offering for working capital and general corporate purposes. Also in connection with the offering, on August 4, 2023, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (the “Placement Agent”), pursuant to which (i) the Placement Agent agreed to act as placement agent on a “best efforts” basis in connection with the Offering and (ii) the Company agreed to pay the Placement Agent an aggregate fee equal to 7.0 5 110,600 3.14 Wisconsin Fertility Institute Acquisition On August 10, 2023, the Company, through Wood Violet Fertility LLC, a Delaware limited liability company (“Buyer”) and wholly owned subsidiary of INVO Centers LLC, a Delaware company wholly-owned by INVO, consummated its acquisition of the Wisconsin Fertility Institute (the “Clinic”) for a combined purchase price of $ 10 2.5 2,150,000 350,000 528,756 2.5 125.00 181.80 285.80 The Clinic is comprised of (a) a medical practice, Wisconsin Fertility and Reproductive Surgery Associates, S.C., a Wisconsin professional service corporation d/b/a Wisconsin Fertility Institute (“WFRSA”), and (b) a laboratory services company, Fertility Labs of Wisconsin, LLC, a Wisconsin limited liability company (“FLOW”). WFRSA owns, operates and manages the Clinic’s fertility practice that provides direct treatment to patients focused on fertility, gynecology and obstetrics care and surgical procedures, and employs physicians and other healthcare providers to deliver such services and procedures. FLOW provides WFRSA with related laboratory services. INVO is purchasing the non-medical assets of WFRSA and one hundred percent of FLOW’s membership interests. As reflected in the WFRSA purchase agreement, the Buyer and WFRSA will enter into a management services agreement pursuant to which WFRSA will outsource all its non-medical activities to the Buyer. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business INVO Bioscience, Inc. (“INVO” or the “Company”) is a healthcare services 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 commercialization strategy is focused on the opening of dedicated “INVO Centers” offering the INVOcell and IVC procedure (with three centers in North America now operational), the acquisition of US-based, profitable in vitro fertilization (“IVF”) clinics and the sale and distribution of our technology solution into existing fertility clinics. The Company’s proprietary technology, INVOcell, is a revolutionary medical device that allows fertilization and early embryo development to take place in vivo within the woman’s body. This treatment solution is the world’s first intravaginal culture technique for the incubation of oocytes and sperm during fertilization and early embryo development. |
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 June 30, 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. |
Reclassifications | Reclassifications Certain amounts in the consolidated financial statements for the prior year have been reclassified to conform to the current year presentation. These reclassifications had no impact on net earnings, financial position, or cash flows. |
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 June 30, 2023, the Company did not have 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 and six months ended June 30, 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 Three Months Ended June 30, Six Months Ended 2023 2022 2023 2022 Net loss (numerator) $ (2,240,511 ) (2,801,541 ) (4,791,390 ) (5,575,853 ) Basic and diluted weighted-average number of common shares outstanding (denominator) 732,255 605,760 677,684 604,123 Basic weighted-average number of common shares outstanding (denominator) 732,255 605,760 677,684 604,123 Basic and diluted net loss per common share (3.06 ) (4.62 ) (7.07 ) (9.23 ) Basic net loss per common share (3.06 ) (4.62 ) (7.07 ) (9.23 ) 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 As of June 30, 2023 2022 Options 121,255 74,480 Convertible notes and interest 55,120 - Unit purchase options and warrants 348,151 13,008 Total 524,526 87,488 |
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) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share Basic and Diluted | Schedule of Earnings Per Share Basic and Diluted Three Months Ended June 30, Six Months Ended 2023 2022 2023 2022 Net loss (numerator) $ (2,240,511 ) (2,801,541 ) (4,791,390 ) (5,575,853 ) Basic and diluted weighted-average number of common shares outstanding (denominator) 732,255 605,760 677,684 604,123 Basic weighted-average number of common shares outstanding (denominator) 732,255 605,760 677,684 604,123 Basic and diluted net loss per common share (3.06 ) (4.62 ) (7.07 ) (9.23 ) Basic net loss per common share (3.06 ) (4.62 ) (7.07 ) (9.23 ) |
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 As of June 30, 2023 2022 Options 121,255 74,480 Convertible notes and interest 55,120 - Unit purchase options and warrants 348,151 13,008 Total 524,526 87,488 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2023 December 31, 2022 HRCFG INVO, LLC Alabama, United States 50 % $ 1,023,346 1,106,905 Positib Fertility, S.A. de C.V. Mexico 33 % 109,019 130,960 Total investment in unconsolidated VIEs $ 1,132,365 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 Three Months Ended June 30, Six Months Ended 2023 2022 2023 2022 HRCFG INVO, LLC $ 19,474 $ (104,255 ) $ 805 $ (159,175 ) Positib Fertility, S.A. de C.V. (15,686 ) (13,723 ) (24,752 ) (29,920 ) Total earnings from unconsolidated VIEs 3,788 (117,978 ) (23,947 ) (189,095 ) |
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 Three Months Ended June 30, Six Months Ended 2023 2022 2023 2022 Statements of operations: Operating revenue $ 458,069 $ 166,477 $ 807,396 $ 336,312 Operating expenses (466,184 ) (415,665 ) (880,050 ) (744,421 ) Net loss (8,115 ) (249,188 ) (72,654 ) (408,109 ) June 30, 2023 December 31, 2022 Balance sheets: Current assets $ 416,948 261,477 Long-term assets 1,057,010 1,094,490 Current liabilities (513,709 ) (396,619 ) Long-term liabilities (121,773 ) (107,374 ) Net assets $ 838,476 851,974 |
Agreements and Transactions w_2
Agreements and Transactions with VIE’s (Tables) | 6 Months Ended |
Jun. 30, 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 Three Months Ended June 30, Six Months Ended 2023 2022 2023 2022 Bloom Invo, LLC INVOcell revenue $ 6,000 $ - $ 10,500 $ - Unconsolidated VIEs INVOcell revenue $ 6,750 $ 9,000 $ 9,750 $ 16,500 |
Summary of Balances with Variable Interest Entities | The Company had balances with VIEs as follows: Summary of Balances with Variable Interest Entities June 30, 2023 December 31, 2022 Bloom Invo, LLC Accounts receivable $ 12,000 13,500 Notes payable 472,839 468,031 Unconsolidated VIEs Accounts receivable $ 34,935 46,310 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Components of inventory are: Schedule of Inventory June 30, 2023 December 31, 2022 Raw materials $ 62,745 $ 68,723 Finished goods 217,273 194,879 Total inventory $ 280,018 $ 263,602 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 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 June 30, 2023 December 31, 2022 Manufacturing equipment $ 132,513 $ 132,513 Medical equipment 283,065 283,065 Office equipment 77,601 77,601 Leasehold improvements 358,322 96,817 Less: accumulated depreciation (192,059 ) (153,267 ) Total equipment, net $ 659,442 $ 436,729 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases | |
Schedule of Lease Components | As of June 30, 2023, the Company’s lease components included in the consolidated balance sheet were as follows: Schedule of Lease Components Lease component Balance sheet classification June 30, 2023 Assets ROU assets – operating lease Other assets $ 4,004,962 Total ROU assets $ 4,004,962 Liabilities Current operating lease liability Current liabilities $ 227,026 Long-term operating lease liability Other liabilities 3,873,289 Total lease liabilities $ 4,100,315 |
Schedule of Future Minimum Lease Payments | Future minimum lease payments as of June 30, 2023 were as follows: Schedule of Future Minimum Lease Payments 2023 156,465 2024 392,869 2025 392,688 2026 401,581 2027 and beyond 4,197,510 Total future minimum lease payments $ 5,541,113 Less: Interest (1,440,798 ) Total operating lease liabilities $ 4,100,315 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payables consisted of the following: Schedule of Notes Payable June 30, 2023 December 31, 2022 Less debt discount (285,961 ) (107,356 ) Related party demand notes with a 10 10 $ 770,000 $ 770,000 Convertible notes. 10 10.00 12.00 410,000 100,000 Convertible debentures. 8 10.40 139,849 - Less debt discount (285,961 ) (107,356 ) Total, net of discount $ 1,033,888 $ 762,644 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 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 64,850 $ 68.00 $ - Granted 59,048 7.74 - Exercised (297 ) 8.00 - Canceled (2,346 ) 72.38 - Balance as of June 30, 2023 121,255 $ 2.10 $ - Exercisable as of June 30, 2023 71,251 $ 62.42 $ - |
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 Six months ended June 30, 2023 2022 Risk-free interest rate range 3.6 3.69 1.6 1.9 Expected life of option-years 5 5.63 5.25 5.75 Expected stock price volatility 106.6 114.9 110.4 113.2 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 Six months ended June 30, 2023 $ - $ 654,925 |
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 six months ended June 30, 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 3,533 $ 8.40 $ 29,949 Granted 13,272 8.88 97,172 Vested (16,505 ) 18.82 286,597 Forfeitures - - - Balance as of June 30, 2023 300 18.42 5,525 |
Unit Purchase Options and War_2
Unit Purchase Options and Warrants (Tables) | 6 Months Ended |
Jun. 30, 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 $ 4,649 $ 64.00 $ - Granted - - - Exercised - - - Canceled - - - Balance as of June 30, 2023 $ 4,649 $ 64.00 $ - |
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 25,864 $ 30.20 $ - Granted 432,618 12.60 - Exercised (115,000 ) 0.20 - Canceled - - - Balance as of June 30, 2023 378,849 $ 20.41 $ - |
Schedule of Earnings Per Share
Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Net loss (numerator) | $ (2,240,511) | $ (2,801,541) | $ (4,791,390) | $ (5,575,853) |
Basic weighted-average number of common shares outstanding (denominator) | 732,255 | 605,760 | 677,684 | 604,123 |
Diluted weighted-average number of common shares outstanding (denominator) | 732,255 | 605,760 | 677,684 | 604,123 |
Basic net loss per common share | $ (3.06) | $ (4.62) | $ (7.07) | $ (9.23) |
Diluted net loss per common share | $ (3.06) | $ (4.62) | $ (7.07) | $ (9.23) |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 524,526 | 87,488 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 121,255 | 74,480 |
Convertible Notes and Interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 55,120 | |
Unit Purchase Option and Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 348,151 | 13,008 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 6 Months Ended | |
Jun. 30, 2023 USD ($) Segment | Jun. 30, 2022 USD ($) | |
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 | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net loss | $ 2,240,511 | $ 2,801,541 | $ 4,791,390 | $ 5,575,853 | |
Accumulated deficit | $ 54,574,923 | 54,574,923 | $ 49,783,533 | ||
Net income loss related to non cash expenses | 1,400,000 | 1,600,000 | |||
Proceeds from sale of common stock | $ 2,728,938 | $ 315,000 | |||
Common stock per share | $ 0.0001 | $ 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 ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Investment in unconsolidated variable interest entities | $ 1,132,365 | $ 1,237,865 |
HRCFG INVO, LLC [Member] | ||
Ownership percentage | 50% | |
Investment in unconsolidated variable interest entities | $ 1,023,346 | 1,106,905 |
Positib Fertility S.A. de C.V. [Member] | ||
Ownership percentage | 33% | |
Investment in unconsolidated variable interest entities | $ 109,019 | $ 130,960 |
Schedule of Earnings from Inves
Schedule of Earnings from Investments in Unconsolidated Variable Interest Entities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Total earnings from unconsolidated VIEs | $ 3,788 | $ (117,978) | $ (23,947) | $ (189,095) |
HRCFG INVO, LLC [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Total earnings from unconsolidated VIEs | 19,474 | (104,255) | 805 | (159,175) |
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 | $ (15,686) | $ (13,723) | $ (24,752) | $ (29,920) |
Schedule of Financial Informati
Schedule of Financial Information of Investments in Unconsolidated Variable Interest Entities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Operating revenue | $ (2,065,977) | $ (2,681,821) | $ (4,372,397) | $ (5,382,759) | |
Net loss | (2,240,511) | (2,801,541) | (4,791,390) | (5,575,853) | |
Current assets | 842,125 | 842,125 | $ 621,087 | ||
Current liabilities | (4,469,150) | (4,469,150) | (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 | 458,069 | 166,477 | 807,396 | 336,312 | |
Operating expenses | (466,184) | (415,665) | (880,050) | (744,421) | |
Net loss | (8,115) | $ (249,188) | (72,654) | $ (408,109) | |
Current assets | 416,948 | 416,948 | 261,477 | ||
Long-term assets | 1,057,010 | 1,057,010 | 1,094,490 | ||
Current liabilities | (513,709) | (513,709) | (396,619) | ||
Long-term liabilities | (121,773) | (121,773) | (107,374) | ||
Net assets | $ 838,476 | $ 838,476 | $ 851,974 |
Variable Interest Entities (Det
Variable Interest Entities (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 28, 2021 | Mar. 10, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Variable interest entity ownership, percentage | 150% | |||||
Net loss | $ (2,240,511) | $ (2,801,541) | $ (4,791,390) | $ (5,575,853) | ||
Georgia JV [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Investment | 900,000 | 900,000 | ||||
Notes receivable related parties | 500,000 | 500,000 | ||||
Net loss | 100,000 | 300,000 | ||||
Minority interest | 0 | 0 | ||||
Alabama JV [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Investment | 1,600,000 | 1,600,000 | ||||
Net loss | 2,000 | 300,000 | ||||
Gain from equity investment | 805,000 | |||||
Loss from equity investment | 200,000 | |||||
Mexico JV [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Investment | $ 100,000 | 100,000 | ||||
Net loss | 74,000 | 90,000 | ||||
Loss from equity investment | $ 24,000 | $ 30,000 | ||||
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Bloom INVO LLC [Member] | ||||
INVOcell revenue | $ 6,000 | $ 10,500 | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | ||||
INVOcell revenue | $ 6,750 | $ 9,000 | $ 9,750 | $ 16,500 |
Summary of Balances with Variab
Summary of Balances with Variable Interest Entities (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Notes payable | $ 1,033,888 | $ 762,644 |
Bloom INVO LLC [Member] | ||
Accounts receivable | 12,000 | 13,500 |
Notes payable | 472,839 | 468,031 |
Variable Interest Entity, Not Primary Beneficiary [Member] | ||
Accounts receivable | $ 34,935 | $ 46,310 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 62,745 | $ 68,723 |
Finished goods | 217,273 | 194,879 |
Total inventory | $ 280,018 | $ 263,602 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Property and Equipment (Details) | Jun. 30, 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 ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (192,059) | $ (153,267) |
Total equipment, net | 659,442 | 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 | $ 358,322 | $ 96,817 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 19,705 | $ 21,630 | $ 38,792 | $ 36,725 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 452 | $ 904 |
Schedule of Lease Components (D
Schedule of Lease Components (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Assets | ||
ROU assets – operating lease | $ 4,004,962 | $ 1,808,034 |
Total ROU assets | 4,004,962 | |
Liabilities | ||
Current operating lease liability | 227,026 | 231,604 |
Long-term operating lease liability | 3,873,289 | $ 1,669,954 |
Total lease liabilities | $ 4,100,315 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) | Jun. 30, 2023 USD ($) |
Leases | |
2023 | $ 156,465 |
2024 | 392,869 |
2025 | 392,688 |
2026 | 401,581 |
2027 and beyond | 4,197,510 |
Total future minimum lease payments | 5,541,113 |
Less: Interest | (1,440,798) |
Total operating lease liabilities | $ 4,100,315 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Less debt discount | $ (285,961) | $ (107,356) |
Total, net of discount | 1,033,888 | 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 | $ 139,849 |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details) (Parenthetical) | Jun. 30, 2023 $ / shares |
Debt Instrument [Line Items] | |
Financing fee related party demand notes percentage | 10% |
Annual interest related party demand notes percentage | 10% |
Annual interest related party demand notes percentage | 8% |
Interest related party demand conversion price | $ 10.40 |
Minimum [Member] | |
Debt Instrument [Line Items] | |
Annual interest related party demand conversion price | 10 |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Annual interest related party demand conversion price | $ 12 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Feb. 17, 2023 | Feb. 03, 2023 | Dec. 29, 2022 | Dec. 13, 2022 | Dec. 02, 2022 | Nov. 29, 2022 | Mar. 31, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Aug. 08, 2023 | |
Short-Term Debt [Line Items] | ||||||||||||
Warrant purchase of common stock, shares | 17,500 | |||||||||||
Share price | $ 10.40 | $ 10.40 | ||||||||||
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 | $ 12 | |||||||||||
Conversion of stock, shares issued | 19,375 | |||||||||||
Amortization of debt discount | $ 301,098 | |||||||||||
Debt instrument interest rate stated percentage | 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 | $ 360,151 | 360,151 | ||||||||||
February Debentures [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Proceeds from registered direct offering | $ 383,879 | |||||||||||
Debentures outstanding | $ 139,849 | |||||||||||
February Debentures [Member] | Subsequent Event [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debentures outstanding | $ 139,849 | |||||||||||
Convertible Debt [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Interest costs incurred | $ 17,456 | |||||||||||
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 | 59,238 | |||||||||||
Remaining balance of debt discount | 72,945 | |||||||||||
February Debentures [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Interest costs incurred | 8,444 | |||||||||||
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 | 12,500 | 12,500 | ||||||||||
Warrant strike price | $ 2.85 | |||||||||||
February Commitment Shares [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Warrants to purchase shares | 4,167 | 4,167 | ||||||||||
February 2023 Convertible Notes [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Recoginzed amount of debt discount | 291,207 | |||||||||||
Amortization of debt discount | 86,642 | |||||||||||
Remaining balance of debt discount | $ 213,016 | |||||||||||
August Warrant [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Warrant strike price | $ 2.85 | $ 2.85 | ||||||||||
February Investors [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Warrants to purchase shares | 65,790 | 65,790 | ||||||||||
Common Stock [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Share price | $ 20 | |||||||||||
Proceeds from convertible debt | $ 135,000 | $ 275,000 | 100,000 | |||||||||
Debt instrument, convertible, conversion price | $ 10 | |||||||||||
Warrant strike price | $ 15 | $ 15 | ||||||||||
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 | $ 42,758 | |||||||||||
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. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest. | |||||||||||
Warrants exercises term | 5 years | |||||||||||
Share price | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2023 | |
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 | |
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts payable related parties | $ 142,176 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||||||
Jul. 28, 2023 | Mar. 27, 2023 | Mar. 23, 2023 | Feb. 17, 2023 | Feb. 03, 2023 | May 31, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jul. 27, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Common stock, shares authorized | 6,250,000 | 6,250,000 | ||||||||||
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 | 297 | |||||||||||
Stock issued during period value for services | $ 244,176 | $ 116,766 | ||||||||||
Proceeds from options exercised | 2,375 | |||||||||||
Number of new stock issued during the period value | 2,728,938 | 315,000 | ||||||||||
Proceeds from sale of common stock | $ 2,728,938 | $ 315,000 | ||||||||||
Common Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Number of new stock issued during the period | 184,000 | 4,731 | ||||||||||
Exercise price | $ 15 | $ 15 | ||||||||||
Number of common stock upon exercise of options | 297 | |||||||||||
Number of sahres issued for services | 25,817 | 2,750 | ||||||||||
Stock issued during period value for services | $ 3 | |||||||||||
Number of new stock issued during the period value | $ 18 | |||||||||||
February Investors [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Number of new stock issued during the period | 7,500 | |||||||||||
Pre-funded warrants purchase | 65,790 | 65,790 | ||||||||||
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 | 7,500 | |||||||||||
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 | 69,000 | |||||||||||
Pre-funded warrants purchase | 115,000 | |||||||||||
Exercise price | $ 0.20 | |||||||||||
Number of common stock upon exercise of options | 276,000 | |||||||||||
Exercise price | $ 12.60 | |||||||||||
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 | 4,167 | |||||||||||
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 | $ 360,151 | $ 360,151 | ||||||||||
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 | 69,000 | |||||||||||
Common Stock Consultants in Consideration [Member] | Common Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Number of sahres issued for services | 6,115 | |||||||||||
Board of Directors [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Common stock, shares authorized | 125,000,000 | 6,250,000 | ||||||||||
Reverse stock split | On July 26, 2023, the Company filed a certificate of change (with an effective date of July 28, 2023) with the Nevada Secretary of State pursuant to Nevada Revised Statutes 78.209 to effectuate a 1-for-20 reverse stock split of its outstanding common stock. | |||||||||||
Employees and Directors [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Number of common stock upon exercise of options | 297 | |||||||||||
Employees and Directors [Member] | 2019 Stock Incentive Plan [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Number of sahres issued for services | 3,994 | |||||||||||
Stock issued during period value for services | $ 51,565 | |||||||||||
Consultant [Member] | 2019 Stock Incentive Plan [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Number of sahres issued for services | 12,202 | |||||||||||
Stock issued during period value for services | $ 106,176 | |||||||||||
Common Stock Consultants in Consideration [Member] | Common Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Stock issued during period value for services | $ 45,000 |
Schedule of Stock Options Activ
Schedule of Stock Options Activity (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Equity [Abstract] | |
Number of shares, options outstanding, beginning balance | shares | 64,850 |
Weighted average exercise price, outstanding, beginning balance | $ 68 |
Aggregate intrinsic value, outstanding, beginning balance | $ | |
Number of shares, options outstanding, granted | shares | 59,048 |
Weighted average exercise price, options outstanding, granted | $ 7.74 |
Aggregate intrinsic value, granted | $ | |
Number of shares, options outstanding, exercised | shares | (297) |
Weighted average exercise price, options outstanding, exercised | $ 8 |
Aggregate intrinsic value, exercised | $ | |
Number of shares, options outstanding, canceled | shares | (2,346) |
Weighted average exercise price, outstanding, canceled | $ 72.38 |
Aggregate intrinsic value, canceled | |
Number of shares, options outstanding, ending balance | shares | 121,255 |
Weighted average exercise price, outstanding, ending balance | $ 2.10 |
Aggregate intrinsic value, outstanding, ending balance | $ | |
Number of shares, options exercisable, ending balance | shares | 71,251 |
Weighted average exercise price, options exercisable, ending balance | $ 62.42 |
Aggregate intrinsic value, options exercisable, ending balance | $ |
Schedule of Share-Based Payment
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions (Details) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Risk-free interest rate range, minimum | 3.60% | 1.60% |
Risk-free interest rate range, maximum | 3.69% | 1.90% |
Expected stock price volatility, minimum | 106.60% | 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 7 months 17 days | 5 years 9 months |
Schedule of Share Based Payment
Schedule of Share Based Payments Arrangements Options Exercised and Options Vested (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Total intrinsic value of options exercised | ||
Total fair value of options vested | $ 654,925 | $ 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] | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of unvested shares, beginning balance | shares | 3,533 |
Weighted averag exercise price, beginning balance | $ / shares | $ 8.40 |
Aggregate value of unvested shares, beginning balance | $ | $ 29,949 |
Number of unvested shares, granted | shares | 13,272 |
Weighted average exercise price, granted | $ / shares | $ 8.88 |
Aggregate value of unvested shares, granted | $ | $ 97,172 |
Number of unvested shares, vested | shares | (16,505) |
Weighted average exercise price, vested | $ / shares | $ 18.82 |
Aggregate value of unvested shares, vested | $ | $ 286,597 |
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 | 300 |
Weighted average exercise price, ending balance | $ / shares | $ 18.42 |
Aggregate value of unvested shares, ending balance | $ | $ 5,525 |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details Narrative) - $ / shares | 6 Months Ended | ||
Jun. 30, 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 | $ 6.38 | ||
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 | 13,272 | ||
2019 Stock Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation, number of shares authorized | 125,000 | 25,000 | |
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 | 36,498 | ||
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) | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, options outstanding, beginning balance | shares | 64,850 |
Weighted average exercise price, outstanding, beginning balance | $ 68 |
Aggregate intrinsic value, outstanding, beginning balance | $ | |
Number of unit purchase options, granted | shares | 59,048 |
Weighted average exercise price, granted | $ 7.74 |
Number of unit purchase options, exercised | shares | 297 |
Weighted average exercise price, exercised | $ 8 |
Aggregate intrinsic value, exercised | $ | |
Number of unit purchase options, canceled | shares | 2,346 |
Weighted average exercise price, canceled | $ 72.38 |
Aggregate intrinsic value, canceled | |
Number of shares, options outstanding, ending balance | shares | 121,255 |
Weighted average exercise price, outstanding, ending balance | $ 2.10 |
Aggregate intrinsic value, outstanding, ending balance | $ | |
Unit Purchase Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, options outstanding, beginning balance | shares | 4,649 |
Weighted average exercise price, outstanding, beginning balance | $ 64 |
Aggregate intrinsic value, outstanding, beginning balance | $ | |
Number of unit purchase options, granted | shares | |
Weighted average exercise price, granted | |
Aggregate intrinsic value, granted | |
Number of unit purchase options, exercised | 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 | 4,649 |
Weighted average exercise price, outstanding, ending balance | $ 64 |
Aggregate intrinsic value, outstanding, ending balance | $ |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Unit Purchase Options And Warrants | |
Number of warrants, outstanding, beginning balance | shares | 25,864 |
Weighted average exercise price, outstanding, beginning balance | $ / shares | $ 30.20 |
Aggregate intrinsic value, outstanding, beginning balance | $ | |
Number of warrants, granted | shares | 432,618 |
Weighted average exercise price, granted | $ / shares | $ 12.60 |
Aggregate intrinsic value, granted | $ | |
Number of warrants, exercised | shares | (115,000) |
Weighted average exercise price, exercised | $ / shares | $ 0.20 |
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 | 378,849 |
Weighted average exercise price, outstanding, ending balance | $ / shares | $ 20.41 |
Aggregate intrinsic value, outstanding, ending balance | $ |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 2,865 | $ 800 | $ 2,865 | $ 800 |
Income tax rate | 0% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 6 Months Ended | |||||||||||||
Aug. 10, 2023 | Aug. 10, 2023 | Aug. 08, 2023 | Aug. 04, 2023 | Jul. 28, 2023 | Jul. 19, 2023 | Jul. 11, 2023 | Jul. 10, 2023 | Jul. 07, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Feb. 17, 2023 | Feb. 03, 2023 | Dec. 29, 2022 | |
Subsequent Event [Line Items] | ||||||||||||||
Number of warrant purchase, shares | 17,500 | |||||||||||||
Share price | $ 10.40 | $ 10.40 | ||||||||||||
Proceeds from Issuance of Common Stock | $ 2,728,938 | $ 315,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2023 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Stock issued during period, shares | 184,000 | 4,731 | ||||||||||||
Exercise price | $ 15 | $ 15 | ||||||||||||
Share price | $ 20 | |||||||||||||
Subsequent Event [Member] | Wisconsin Fertility Institute Acquisition [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Purchase price | $ 10,000,000 | |||||||||||||
Paid to acquire amount | 2,500,000 | |||||||||||||
Net payment to acquire amount | 2,150,000 | |||||||||||||
Payment to acquire holdback | 350,000 | |||||||||||||
Inter-company loan owed | 528,756 | |||||||||||||
Subsequent Event [Member] | Wisconsin Fertility Institute Acquisition [Member] | Three Installments [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Paid to acquire amount | $ 2,500,000 | |||||||||||||
Subsequent Event [Member] | Wisconsin Fertility Institute Acquisition [Member] | Second Installments [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Share price | $ 125 | $ 125 | ||||||||||||
Subsequent Event [Member] | Wisconsin Fertility Institute Acquisition [Member] | Third Installments [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Share price | 181.80 | 181.80 | ||||||||||||
Subsequent Event [Member] | Wisconsin Fertility Institute Acquisition [Member] | Final Installments [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Share price | $ 285.80 | $ 285.80 | ||||||||||||
Subsequent Event [Member] | Peak One Opportunity Fund L P [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Repayments of debt | $ 100,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | 8% | ||||||||||||
Debt Instrument, Maturity Date | Feb. 03, 2024 | |||||||||||||
Debt Instrument, Fee Amount | $ 7,784 | $ 7,784 | ||||||||||||
Subsequent Event [Member] | First Fire Global Opportunities Fund L L C [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Repayments of debt | $ 39,849 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | 8% | ||||||||||||
Debt Instrument, Maturity Date | Feb. 17, 2024 | |||||||||||||
Debt Instrument, Fee Amount | $ 3,127 | $ 3,127 | ||||||||||||
Subsequent Event [Member] | JAG Demand Note [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt instrument face amount | $ 100,000 | |||||||||||||
Debt instrument payment value | 500,000 | |||||||||||||
Repayments of debt | $ 500,000 | |||||||||||||
Subsequent Event [Member] | Standard Merchant Cash Advance Agreement [Member] | Cedar [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Repayments of debt | $ 19,419.64 | |||||||||||||
Receivables purchased value | 543,750 | |||||||||||||
Gross purchase price | 375,000 | |||||||||||||
Proceeds from debt | 356,250 | |||||||||||||
Amount payable related to purchase price | $ 465,000 | |||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Reverse stock split | 1-for-20 reverse stock split | |||||||||||||
Number of shares of common stock for fractional shares | 135 | |||||||||||||
Common Stock Consultants in Consideration [Member] | Subsequent Event [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Stock issued during period, shares | 26,391 | 16,250 | ||||||||||||
Armistice Amendment [Member] | Subsequent Event [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Amendment fee | $ 1,000,000 | |||||||||||||
Purchase Agreements [Member] | Subsequent Event [Member] | Public Offering [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Amendment fee | $ 1,000,000 | |||||||||||||
Number of shares issued in transaction | 1,580,000 | |||||||||||||
Exercise price | $ 2.85 | |||||||||||||
Number of warrants, shares | 1,580,000 | |||||||||||||
Number of warrant purchase, shares | 3,160,000 | |||||||||||||
Share price | $ 2.85 | |||||||||||||
Proceeds from Issuance of Common Stock | $ 4,500,000 | |||||||||||||
Proceeds from Issuance or Sale of Equity | $ 2,150,000 | |||||||||||||
[custom:ProceedsFromIssuancHoldback] | $ 350,000 | |||||||||||||
Placement Agency Agreement [Member] | Subsequent Event [Member] | Maxim Group L L C [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Exercise price | $ 3.14 | |||||||||||||
Number of warrant purchase, shares | 110,600 | |||||||||||||
Percentage of pay placement agent aggregate fee | 7% | |||||||||||||
Percentage of investors | 5% |