Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 13, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | BioCorRx Inc. | |
Entity Central Index Key | 0001443863 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 3,059,506 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity File Number | 000-54208 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 4,812,697 | $ 279,772 |
Accounts receivable, net | 8,000 | |
Prepaid expenses | 61,475 | 31,458 |
Total current assets | 4,874,172 | 319,230 |
Property and equipment, net | 106,461 | 44,369 |
Right to use assets, net | 266,647 | |
Other assets: | ||
Patents | 15,200 | 15,200 |
Intellectual property, net | 236,000 | 236,000 |
Deposits, long term | 13,422 | 13,422 |
Total other assets | 264,622 | 264,622 |
Total assets | 5,511,902 | 628,221 |
Current liabilities: | ||
Accounts payable and accrued expenses, including related party payables of $196,642 and $32,318, respectively | 1,536,271 | 1,554,652 |
Deferred revenue, short term | 131,434 | 209,474 |
Lease liability, short term | 43,574 | |
Convertible notes payable, net of debt discount of $0 and $656,231 | 4,160,000 | 3,503,769 |
Notes payable, net of debt discounts of $19,428 and $127,419 | 505,572 | 672,581 |
Notes payable, related party | 186,590 | 186,590 |
Total current liabilities | 6,563,441 | 6,127,066 |
Long term debt: | ||
Royalty obligation - net of discount of $7,055,866 and $0 (related party - $833,177, net of discount of $3,527,933 and $0) | 1,666,234 | |
Deferred revenue, long term | 168,563 | 207,523 |
Total liabilities | 259,790 | |
Commitments and contingencies | 8,658,028 | 6,334,589 |
Deficit: | ||
Common stock, $0.001 par value; 750,000,000 shares authorized, 3,057,848 and 2,597,347 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively | 3,058 | 2,597 |
Common stock subscribed | 100,000 | 100,000 |
Additional paid in capital | 55,789,574 | 49,418,356 |
Accumulated deficit | (58,986,432) | (55,176,450) |
Total deficit attributable to BioCorRx, Inc. | (3,072,184) | (5,633,881) |
Non-controlling interest | (73,942) | (72,487) |
Total deficit | (3,146,126) | (5,706,368) |
Total liabilities and deficit | 5,511,902 | 628,221 |
Series A Preferred Stock [Member] | ||
Deficit: | ||
Preferred stock value | 16,000 | 16,000 |
Series B Preferred Stock [Member] | ||
Deficit: | ||
Preferred stock value | $ 5,616 | $ 5,616 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current liabilities: | ||
Related party payables | $ 196,642 | $ 32,318 |
Convertible notes payable, net of debt discount | 0 | 656,231 |
Notes payable, net of debt discounts | 19,428 | 127,419 |
Royalty obligation - related parties, net of discount | 3,527,933 | 0 |
Royalty obligation - related party | 833,177 | |
Royalty obligation - net of discount | $ 7,055,866 | $ 0 |
Deficit: | ||
Preferred Stock, Par Value | ||
Preferred Stock, Shares Authorized | 600,000 | 600,000 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 750,000,000 | 750,000,000 |
Common Stock, Shares Issued | 3,057,848 | 2,597,347 |
Common Stock, Shares Outstanding | 3,057,848 | 2,597,347 |
Series B Preferred Stock [Member] | ||
Deficit: | ||
Preferred Stock, Par Value | ||
Preferred Stock, Shares Authorized | 160,000 | 160,000 |
Preferred Stock, Shares Issued | 160,000 | 160,000 |
Preferred Stock, Shares Outstanding | 160,000 | 160,000 |
Series A Preferred Stock [Member] | ||
Deficit: | ||
Preferred Stock, Par Value | ||
Preferred Stock, Shares Authorized | 80,000 | 80,000 |
Preferred Stock, Shares Issued | 80,000 | 80,000 |
Preferred Stock, Shares Outstanding | 80,000 | 80,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Condensed Consolidated Statements Of Operations | ||||
Revenues, net | $ 65,976 | $ 98,674 | $ 131,250 | $ 246,398 |
Operating expenses: | ||||
Cost of implants and other costs | 30,365 | 52,993 | 33,185 | 85,798 |
Research and development | 135,138 | 281,103 | 59,006 | |
Selling, general and administrative | 1,497,037 | 785,834 | 2,891,702 | 1,377,256 |
Depreciation | 3,340 | 1,302 | 5,534 | 4,748 |
Total operating expenses | 1,665,880 | 840,129 | 3,211,524 | 1,526,808 |
Loss from operations | (1,599,904) | (741,455) | (3,080,274) | (1,280,410) |
Other income (expenses): | ||||
Interest expense, net | (583,308) | (480,132) | (1,097,476) | (942,923) |
Grant income | 127,737 | 351,796 | ||
Other miscellaneous income | 14,517 | 14,517 | ||
Total other income (expenses) | (441,054) | (480,132) | (731,163) | (942,923) |
Net loss before provision for income taxes | (2,040,958) | (1,221,587) | (3,811,437) | (2,223,333) |
Income taxes | ||||
Net Loss | (2,040,958) | (1,221,587) | (3,811,437) | (2,223,333) |
Non-controlling interest | 1,427 | 45 | 1,455 | 45 |
Net loss attributable to BioCorRx Inc. | $ (2,040,958) | $ (1,221,587) | $ (3,809,982) | $ (2,223,333) |
Net loss per common share, basic and diluted | $ (0.67) | $ (0.49) | $ (1.34) | $ (0.90) |
Weighted average number of common shares outstanding, basic and diluted | 3,047,447 | 2,504,932 | 2,838,814 | 2,484,073 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF DEFICIT - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
SeriesAPreferredStockMember | ||||||
Beginning balance, Shares | 80,000 | 80,000 | 80,000 | 80,000 | 80,000 | 80,000 |
Beginning balance, Amount | $ 16,000 | $ 16,000 | $ 16,000 | $ 16,000 | $ 16,000 | $ 16,000 |
Common stock issued for services rendered, Shares | ||||||
Common stock issued for services rendered, Amount | ||||||
Sale of common stock, Shares | ||||||
Sale of common stock, Amount | ||||||
Common stock issued in connection with note payable, Shares | ||||||
Common stock issued in connection with note payable, Amount | ||||||
Common stock issued in connection with subscription and royalty agreement, Shares | ||||||
Common stock issued in connection with subscription and royalty agreement, Amount | ||||||
Fair value of vested options | ||||||
Net loss | ||||||
Ending balance, Shares | 80,000 | 80,000 | 80,000 | 80,000 | 80,000 | 80,000 |
Ending balance, Amount | $ 16,000 | $ 16,000 | $ 16,000 | $ 16,000 | $ 16,000 | $ 16,000 |
Series B Preferred Stock [Member] | ||||||
Beginning balance, Shares | 160,000 | 160,000 | 160,000 | 160,000 | 160,000 | 160,000 |
Beginning balance, Amount | $ 5,616 | $ 5,616 | $ 5,616 | $ 5,616 | $ 5,616 | $ 5,616 |
Common stock issued for services rendered, Shares | ||||||
Common stock issued for services rendered, Amount | ||||||
Sale of common stock, Shares | ||||||
Sale of common stock, Amount | ||||||
Common stock issued in connection with note payable, Shares | ||||||
Common stock issued in connection with note payable, Amount | ||||||
Common stock issued in connection with subscription and royalty agreement, Shares | ||||||
Common stock issued in connection with subscription and royalty agreement, Amount | ||||||
Fair value of vested options | ||||||
Net loss | ||||||
Ending balance, Shares | 160,000 | 160,000 | 160,000 | 160,000 | 160,000 | 160,000 |
Ending balance, Amount | $ 5,616 | $ 5,616 | $ 5,616 | $ 5,616 | $ 5,616 | $ 5,616 |
Common Stock | ||||||
Beginning balance, Shares | 3,030,124 | 2,597,347 | 2,471,113 | 2,440,863 | 2,597,347 | 2,440,863 |
Beginning balance, Amount | $ 3,030 | $ 2,597 | $ 2,470 | $ 2,440 | $ 2,597 | $ 2,440 |
Roundup shares for reverse stock split, Shares | 849 | |||||
Roundup shares for reverse stock split, Amount | $ 1 | |||||
Common stock issued for services rendered, Shares | 24,882 | 8,706 | 750 | 6,750 | ||
Common stock issued for services rendered, Amount | $ 25 | $ 9 | $ 1 | $ 7 | ||
Sale of common stock, Shares | 22,222 | 12,500 | ||||
Sale of common stock, Amount | $ 22 | $ 12 | ||||
Common stock issued in connection with note payable, Shares | 1,000 | 1,000 | ||||
Common stock issued in connection with note payable, Amount | $ 1 | $ 1 | ||||
Common stock issued in connection with subscription and royalty agreement, Shares | 400,000 | |||||
Common stock issued in connection with subscription and royalty agreement, Amount | $ 400 | |||||
Fair value of vested options | ||||||
Common stock issued for services accrued in 2017, Shares | 10,000 | |||||
Common stock issued for services accrued in 2017, Amount | $ 10 | |||||
Interest expense paid with common stock, Shares | 2,842 | |||||
Interest expense paid with common stock, Amount | $ 2 | |||||
Net loss | ||||||
Ending balance, Shares | 3,057,848 | 3,030,124 | 2,471,863 | 2,471,113 | 3,057,848 | 2,471,863 |
Ending balance, Amount | $ 3,058 | $ 3,030 | $ 2,471 | $ 2,470 | $ 3,058 | $ 2,471 |
Common Stock, Subscribed | ||||||
Beginning balance, Amount | 100,000 | 100,000 | 100,000 | 100,000 | 100,000 | 100,000 |
Roundup shares for reverse stock split, Amount | ||||||
Common stock issued for services rendered, Amount | ||||||
Sale of common stock, Amount | ||||||
Common stock issued in connection with note payable, Amount | ||||||
Common stock issued in connection with subscription and royalty agreement, Amount | ||||||
Fair value of vested options | ||||||
Proceeds from common stock subscription | 1,150,000 | |||||
Net loss | ||||||
Ending balance, Amount | 100,000 | 100,000 | 1,250,000 | 100,000 | 100,000 | 1,250,000 |
Subscription Receivable | ||||||
Beginning balance, Amount | (1,560,000) | |||||
Common stock issued for services rendered, Amount | ||||||
Sale of common stock, Amount | ||||||
Common stock issued in connection with note payable, Amount | ||||||
Common stock issued in connection with subscription and royalty agreement, Amount | 1,560,000 | (1,560,000) | ||||
Fair value of vested options | ||||||
Net loss | ||||||
Ending balance, Amount | (1,560,000) | |||||
Additional Paid-In Capital | ||||||
Beginning balance, Amount | 52,076,488 | 49,418,356 | 45,175,832 | 44,823,542 | 49,418,356 | 44,823,542 |
Roundup shares for reverse stock split, Amount | (1) | |||||
Common stock issued for services rendered, Amount | 107,375 | 40,241 | 13,124 | 98,278 | ||
Sale of common stock, Amount | 99,978 | 149,988 | ||||
Common stock issued in connection with note payable, Amount | 7,499 | 25,499 | ||||
Common stock issued in connection with subscription and royalty agreement, Amount | 2,889,100 | 1,559,600 | ||||
Fair value of vested options | 950,815 | |||||
Common stock issued for services accrued in 2017, Amount | (10) | |||||
Stock based compensation | 703,114 | 78,535 | ||||
Interest expense paid with common stock, Amount | 13,497 | |||||
Net loss | ||||||
Ending balance, Amount | 55,789,574 | 52,076,488 | 45,604,221 | 45,175,832 | 55,789,574 | 45,604,221 |
Accumulated Deficit | ||||||
Beginning balance, Amount | (56,946,901) | (55,176,450) | (49,666,305) | (48,840,534) | (55,176,450) | (48,840,534) |
Roundup shares for reverse stock split, Amount | ||||||
Common stock issued for services rendered, Amount | ||||||
Sale of common stock, Amount | ||||||
Common stock issued in connection with note payable, Amount | ||||||
Common stock issued in connection with subscription and royalty agreement, Amount | ||||||
Fair value of vested options | ||||||
Effect of adoption of Accounting Codification Standard 2017-11, Revenue from Contracts with Customers | 175,975 | |||||
Stock based compensation | 415,265 | |||||
Net loss | (2,039,531) | (1,704,451) | (1,221,542) | (1,001,746) | ||
Ending balance, Amount | (58,986,432) | (56,946,901) | (50,887,847) | (49,666,305) | (58,986,432) | (50,887,847) |
Non-Controlling Interest | ||||||
Beginning balance, Amount | (72,515) | (72,487) | (72,487) | |||
Common stock issued for services rendered, Amount | ||||||
Sale of common stock, Amount | ||||||
Common stock issued in connection with note payable, Amount | ||||||
Common stock issued in connection with subscription and royalty agreement, Amount | ||||||
Fair value of vested options | ||||||
Net loss | (1,427) | (28) | (45) | |||
Ending balance, Amount | (73,942) | (72,515) | (45) | (73,942) | (45) | |
Beginning balance, Amount | (6,378,282) | (5,706,368) | (4,366,387) | (3,892,936) | (5,706,368) | (3,892,936) |
Roundup shares for reverse stock split, Amount | ||||||
Common stock issued for services rendered, Amount | 107,400 | 40,250 | 13,125 | 98,285 | ||
Sale of common stock, Amount | 100,000 | 150,000 | ||||
Common stock issued in connection with note payable, Amount | 7,500 | 25,500 | ||||
Common stock issued in connection with subscription and royalty agreement, Amount | 4,449,100 | |||||
Fair value of vested options | 950,815 | |||||
Effect of adoption of Accounting Codification Standard 2017-11, Revenue from Contracts with Customers | 175,975 | |||||
Stock based compensation | 703,114 | 415,265 | 78,535 | |||
Proceeds from common stock subscription | 1,150,000 | |||||
Interest expense paid with common stock, Amount | 13,500 | |||||
Net loss | (2,040,958) | (1,770,479) | (1,221,587) | (1,001,746) | (3,809,982) | (2,223,333) |
Ending balance, Amount | $ (3,146,126) | $ (6,378,282) | $ (4,009,584) | $ (4,366,387) | $ (3,146,126) | $ (4,009,584) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,811,437) | $ (2,223,333) |
Adjustments to reconcile net loss to cash flows used in operating activities: | ||
Depreciation | 5,534 | 4,748 |
Amortization of discount on royalty obligation | 115,334 | |
Bad debt expense | 2,400 | 12,250 |
Interest expense paid with common stock | 21,000 | |
Amortization of debt discount | 764,222 | 759,587 |
Amortization of right-of-use asset | 15,302 | |
Accretion of lease liability | 6,164 | |
Lease non-cash expense | 15,251 | |
Stock based compensation | 1,801,579 | 605,210 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,600 | (18,300) |
Prepaid expenses and other current assets | (30,017) | 12,071 |
Accounts payable and accrued expenses | (18,381) | 25,696 |
Settlement payable | (15,000) | |
Deferred revenue | (117,000) | (117,698) |
Net cash used in operating activities | (1,224,449) | (954,769) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | (67,626) | (29,563) |
Net cash used in investing activities | (67,626) | (29,563) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 100,000 | 150,000 |
Proceeds from common stock subscription and royalty agreement | 6,000,000 | |
Proceeds from common stock subscriptions | 1,150,000 | |
Proceeds from notes payable | 250,000 | |
Repayment of notes payable | (275,000) | |
Net cash provided by financing activities | 5,825,000 | 1,550,000 |
Net increase in cash | 4,532,925 | 565,668 |
Cash, beginning of the period | 279,772 | 11,342 |
Cash and restricted cash, end of period | 4,812,697 | 577,010 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 32,000 | |
Taxes paid | ||
Non cash financing activities: | ||
Record right to use assets upon adoption of ASC 842 | 307,414 | |
Record lease liability upon adoption of ASC 842 | 341,325 | |
Reclassify fair value of warrant liability upon adoption of ASU 2017-11 | $ 175,975 |
BUSINESS
BUSINESS | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Note 1 - BUSINESS | BioCorRx Inc., through its subsidiaries, develops and provides innovative treatment programs for substance abuse and related disorders. The BioCorRx® Recovery Program is a non-addictive, medication-assisted treatment (MAT) program for substance abuse that includes peer recovery support. The UnCraveRx™ Weight Loss Management Program is a medically assisted weight management program that is combined with a virtual platform application. The full program is estimated to launch in October 2019. The Company is also engaged in the research and development of sustained release naltrexone products for the treatment of addiction and other possible disorders. Specifically, the company is developing an injectable (BICX101) and implantable naltrexone (BICX102) with the goal of future regulatory approval with the Food and Drug Administration. On July 28, 2016, the Company formed BioCorRx Pharmaceuticals, Inc., a Nevada Corporation, for the purpose of developing certain business lines. In connection with the formation, the newly formed sub issued 24.2% ownership to officers of the Company with the Company retaining 75.8%. In 2018, BioCorRx Pharmaceuticals, Inc. began operating activities (Note 14). Effective January 22, 2019, the Company amended its Articles of Incorporation to implement a reverse stock split in the ratio of 1 share for every 100 shares of common stock. As a result, 259,984,655 shares of the Company’s common stock were exchanged for 2,599,847 shares of the Company’s common stock. These condensed consolidated financial statements have been retroactively restated to reflect the reverse stock split (See Note 12). |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Note 2 - SIGNIFICANT ACCOUNTING POLICIES | Interim Financial Statements The following (a) condensed consolidated balance sheet as of December 31, 2018, which has been derived from audited financial statements, and (b) the unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2019 are not necessarily indicative of results that may be expected for the year ending December 31, 2019. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on April 16, 2019. Basis of presentation The consolidated financial statements include the accounts of BioCorRx Inc. and its wholly owned subsidiary, Fresh Start Private, Inc. and its majority owned subsidiary, BioCorRx Pharmaceuticals, Inc. (hereafter referred to as the “Company” or “BioCorRx”). All significant intercompany balances and transactions have been eliminated in consolidation. Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board “FASB” Accounting Standards Codification “ASC” 606. A five-step analysis a must be met as outlined in Topic 606: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. There were no changes to the Company’s revenue recognition policy from the adoption of ASC 606. The Company has elected the following practical expedients in applying ASC 606: • Unsatisfied Performance Obligations - all performance obligations relate to contracts with a duration of less than one year. The Company has elected to apply the optional exemption provided in ASC 606 and therefore, is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. • Contract Costs - all incremental customer contract acquisition costs are expensed as they are incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. • Significant Financing Component - the Company does not adjust the promised amount of consideration for the effects of a significant financing component as the Company expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. • Sales Tax Exclusion from the Transaction Price - the Company excludes from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from the customer. • Shipping and Handling Activities - the Company elected to account for shipping and handling activities as a fulfillment cost rather than as a separate performance obligation. • Modified Retrospective Method - the Company adopted ASC 606 on January 1, 2019 utilizing the modified retrospective method allowing the Company to not retrospectively adjust prior periods. The Company applied the modified retrospective method only to contracts that were not completed at January 1, 2019 and accounted for the aggregate effect of any contract modifications upon adoption. The Company’s net sales are disaggregated by product category. The sales/access fees consist of product sales. The distribution rights income consists of the income recognized from the amortization of distribution agreements entered into for its products. The following table presents the Company’s net sales by product category for the three months ended June 30, 2019 and 2018: Three months Ended June 30, 2019 June 30, 2018 Sales/access fees $ 7,500 $ 39,500 Distribution rights income 58,476 59,174 Net sales $ 65,976 $ 98,674 The following table presents the Company’s net sales by product category for the six months ended June 30, 2019 and 2018: Six months Ended June 30, 2019 June 30, 2018 Sales/access fees $ 14,250 $ 103,700 Distribution rights income 117,000 142,698 Net sales $ 131,250 $ 246,398 Deferred revenue: The Company licenses proprietary products and protocols to customers under licensing agreements that allow those customers to utilize the products and protocols in services they provide to their customers. The timing and amount of revenue recognized from license agreements depends upon a variety of factors, including the specific terms of each agreement. Such agreements are reviewed for multiple performance obligations. Performance obligations can include amounts related to initial non-refundable license fees for the use of the Company’s products and protocols and additional royalties on covered services. The Company granted license and sub-license agreements for various regions or States in the United States allowing the licensee to market, distribute and sell solely in the defined license territory, as defined, the products provided by the Company. The agreements are granted for a defined period or perpetual and are effective as long as annual milestones are achieved. Terms for payments for licensee agreements vary from full cash payment to defined terms. In cases where license or sub-license fees are uncollected or deferred; the Company nets those uncollected fees with the deferred revenue for balance sheet presentation. The Company amortizes license fees over the shorter of the economic life of the related contract life or contract terms for each licensee. The following table presents the changes in deferred revenue, reflected as current and long term liabilities on the Company’s consolidated balance sheet: Balance as of December 31, 2018: Short term $ 209,474 Long term 207,523 Total as of December 31, 2018 $ 416,997 Cash payments received - Net sales recognized (117,000 ) Balance as of June 30, 2019 299,997 Less short term 131,434 Long term $ 168,563 Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions used in the fair value of stock-based compensation, the fair value of other equity and debt instruments, right-to-use assets, lease liabilities, fair value of intangible assets, useful lives of assets and allowance for doubtful accounts. Accounts Receivable Accounts receivable are recorded at original invoice amount less an allowance for uncollectible accounts that management believes will be adequate to absorb estimated losses on existing balances. Management estimates the allowance based on collectability of accounts receivable and prior bad debt experience. Accounts receivable balances are written off against the allowance upon management’s determination that such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Management believes that credit risks on accounts receivable will not be material to the financial position of the Company or results of operations. The allowance for doubtful accounts was $400 and $12,500 as of June 30, 2019 and December 31, 2018, respectively. Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2019 and December 31, 2018. The respective carrying value of certain financial instruments approximated their fair values. These financial instruments include cash, accounts payable and accrued expenses, and notes payable. The fair value of the Company’s convertible securities is based on management estimates and reasonably approximates their book value. See Footnote 11 and 12 for stock based compensation and other equity instruments. Segment Information Accounting Standards Codification subtopic Segment Reporting 280-10 (“ASC 280-10”) establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein materially represents all of the financial information related to the Company’s principal operating segment. Long-Lived Assets The Company follows a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of the assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. No impairments was recognized for the six months ended June 30, 2019 and 2018. Intangible Assets Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually. No impairment was recognized for the six months ended June 30, 2019 and 2018. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life of 5 to 15 years. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the condensed consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and it recognizes such lease payments on a straight-line basis over the lease term. Net (loss) Per Share The Company accounts for net income (loss) per share in accordance with Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”), which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. Diluted net loss share is calculated by including any potentially dilutive share issuances in the denominator. As of June 30, 2019 and 2018, potentially dilutive shares issuances were comprised of convertible notes, warrants and stock options. June 30, 2019 June 30, 2018 Shares underlying options outstanding 843,630 478,850 Shares underlying warrants outstanding 85,250 12,750 Shares underlying convertible notes outstanding 2,227,575 1,875,000 Convertible preferred stock outstanding 240,000 240,000 3,396,455 2,606,600 Advertising The Company follows the policy of charging the costs of advertising to expense as incurred. The Company charged to operations $30,061 and $50,564 as advertising costs for the three and six months ended June 30, 2019 and $21,200 and $42,015 for the three and six months ended June 30, 2018, respectively. Grant Income On January 17, 2019, the Company received a Notice of Award from the United States Department of Health and Human Services for a grant from the National Institutes of Health (“NIH”) in support of BICX102 from the National Institute on Drug Abuse. The grant provides for (i) $2,842,430 in funding during the first year and (ii) $2,831,838 during the second year subject to the terms and conditions specified in the grant, including satisfactory progress of project and the availability of funds. Grant payments received prior to the Company’s performance of work required by the terms of the research grant are recorded as deferred income and recognized as grant income once work is performed and qualifying costs are incurred. As of June 30, 2019, $351,796 in grant funds received were recorded as grant income. Research and development costs The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $135,138 and $281,103 for the three and six months ended June 30, 2019, respectively, and $0 and $59,006 for the three and six months ended June 30, 2018, respectively. Stock Based Compensation Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. Application of New Accounting Standards On January 1, 2019, upon adoption of ASC Topic 842, the Company recorded right to use assets of $25,465, lease liability of $26,229 and eliminated deferred rent of $764. In adopting ASC Topic 842, Leases (Topic 842), the Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. In determining the length of the lease term to its long term lease, the Company determined there was no embedded extension option. At lease commencement date, the Company estimated the lease liability and the right of use assets at present value using the Company’s estimated incremental borrowing rate of 8% and determined the initial present value, at inception, of $139,407. On February 14, 2019, the Company renewed the lease for another 63 months and remeasured right to use assets and lease liability at $281,949 and $315,096 respectively. Recent Accounting Pronouncements There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
GOING CONCERN AND MANAGEMENT'S
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Note 3 - GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | As of June 30, 2019, the Company had cash of $4,812,697 and working capital deficit of $1,689,269. During the six months ended June 30, 2019, the Company used net cash in operating activities of $1,224,449. The Company has not yet generated any significant revenues, and has incurred net losses since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. During the six months ended June 30, 2019, the Company raised $100,000 proceeds from the sale of common stock and $6,000,000 proceeds in connection with subscription and royalty agreement (See note 11). The Company believes that its current cash on hand will not be sufficient to fund its projected operating requirements for the next twelve months following the filing of this report. The Company’s primary source of operating funds since inception has been from proceeds from private placements of convertible and other debt and the sale of common stock. The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Accordingly, the accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Note 4 - PROPERTY AND EQUIPMENT | The Company’s property and equipment consisted of the following at June 30, 2019 and December 31, 2018: June 30, 2019 December 31, 2018 Office equipment $ 34,234 $ 34,234 Computer equipment 5,544 5,544 Manufacturing equipment 98,373 30,747 138,151 70,525 Less accumulated depreciation (31,690 ) (26,156 ) $ 106,461 $ 44,369 Depreciation expense charged to operations amounted to $3,340 and $5,534, respectively, for the three and six months ended June 30, 2019; and $1,302 and $4,748, respectively, for the three and six months ended June 30, 2018. |
LEASE
LEASE | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Note 5 - LEASE | Operating leases On March 9, 2016, the Company entered into a lease amendment and expansion agreement, whereby the Company agreed to lease office space in Anaheim, California, commencing July 1, 2016 and expiring on June 30, 2019. On January 1, 2019, upon adoption of ASC Topic 842, the Company recorded right to use assets of $25,465, lease liability of $26,229 and eliminated deferred rent of $764. On February 14, 2019, the Company extended the term of its lease for an additional 63 months beginning July 1, 2019 (at expiry of the original lease). The extended term expires on September 30, 2024. The extended lease has escalating payments from $5,522 per month to $6,552 per month. On February 14, 2019, the Company reassessed the value of right to use assets of $281,949 and lease liability of $315,096. During the six months ended June 30, 2019, the Company recorded $62,797 as lease expense to current period operations. Lease liability is summarized below: June 30, 2019 Total lease liability $ 303,364 Less: short term portion (43,574 ) Long term portion $ 259,790 Maturity analysis under these lease agreements are as follows: Six months ended December 31, 2019 $ 33,134 2020 67,392 2021 69,751 2022 72,222 2023 and beyond 132,313 Less: Present value discount (71,448 ) Lease liability $ 303,364 Lease expense for the six months ended June 30, 2019 was comprised of the following: Operating lease expense $ 62,797 Short-term lease expense - Variable lease expense - $ 62,797 Weighted-average remaining lease term and discount rate for operating leases are as follows: Weighted-average remaining lease term 5.26 Weighted-average discount rate 8 % |
INTELLECTUAL PROPERTY_ LICENSIN
INTELLECTUAL PROPERTY/ LICENSING RIGHTS | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Note 6 - INTELLECTUAL PROPERTY/ LICENSING RIGHTS | On August 20, 2018, the Company purchased all the worldwide rights of Naltrexone Implants formula(s) with exception of New Zealand and Australia from Trinity Compound Solutions, Inc for $10,000 and 20,000 shares of its common stock for an aggregate purchase price of $236,000. On October 12, 2018 the Company’s majority owned subsidiary, BioCorRx Pharmaceuticals Inc. acquired six patent families for sustained delivery platforms for the local delivery of biologic and small molecule drugs for an aggregate purchase price of $15,200. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Note 7 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Accounts payable and accrued expenses consisted of the following as of June 30, 2019 and December 31, 2018: June 30, 2019 December 31, 2018 Accounts payable $ 485,277 $ 655,654 Interest payable on notes payable 1,050,994 898,234 Deferred rent - 764 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Note 8 - NOTES PAYABLE | On January 26, 2018, the Company issued two unsecured promissory notes in aggregate of $250,000 bearing interest at 8% per annum with both principal and initially interest due July 26, 2018. In connection with the note issuance, the Company issued an aggregate of 100,000 shares of the Company’s common stock to the note holders. The fair value of the common stock at the date of issuance of $25,500 was recorded as a debt discount and is amortized as interest expense over the term of the notes. On July 26, 2018, the Company issued 100,000 shares in connection with extending the notes till December 26, 2018, the fair value of the common stock of $12,000 was charged to current period interest. On January 26, 2019, the Company paid $10,000 interest on one note and issued 1,000 shares of its common stock valued at $7,500 to extend the note till September 26, 2019. The second note for $125,000 is extended until September 26, 2019. On November 15, 2018 and December 12, 2018, the Company issued two promissory notes for $275,000 each (aggregate of $550,000) for net proceeds of $250,000 each, after an original interest discount (“OID”) of $25,000 each. The notes are due nine months from the date of issuance and bear a charge of 8% interest applied at issuance date and due upon maturity. In addition, the Company issued 2,500 shares of common stock and 5,000 warrants to acquire the Company’s common stock at $20.00 expiring three years from the date of issuance per each note. The fair value of the common stock, warrants and together with the OID in aggregate of $144,661 was recorded as a debt discount and is amortized over the term of the notes. The fair value of the warrants was determined using the Black-Scholes option method with the following assumptions: expected life 3 years, volatility: 176.31% to 177.01%, risk free rate: 2.78% to 2.91% and stock price: $7.20 to $7.30. On April 26, 2019, the Company paid in full one of the promissory notes, and the other note for $275,000 was outstanding as of June 30, 2019. On July 9, 2019, the Company paid the second promissory note in full. The two promissory notes have been repaid as of July 9, 2019. During the three and six months ended June 30, 2019, the Company amortized $60,387 and $107,991, respectively, of the debt discount to current period interest expense. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Note 9 - CONVERTIBLE NOTES PAYABLE | On June 10, 2016, the Company issued to BICX Holding Company, LLC a $2,500,000 senior secured convertible promissory note due March 3, 2020 and bearing interest at 8% per annum due annually beginning June 10, 2018. On March 3, 2017 the convertible promissory note was subsequently amended and is convertible into 42.43% of the Company’s total authorized common stock and the Company received additional investment of $1,660,000 from the holder. The note will be convertible into a fixed number of shares of common stock equal to 42.43% (2,227,575 shares) of the total authorized common stock as of March 3, 2017 (closing). As of June 30, 2018, the convertible promissory note had a balance of $4,160,000. During the three and six months ended June 30, 2019, the Company amortized $289,394 and $656,231, respectively, of the debt discount to current period interest expense. The interest expense during the three and six months ended June 30, 2019 was $82,972 and 165,032, respectively. |
NOTES PAYABLE-RELATED PARTY
NOTES PAYABLE-RELATED PARTY | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Note 10 - NOTES PAYABLE-RELATED PARTY | As of June 30, 2019 and December 31, 2018, the Company had advances from Kent Emry (Chairman of the Company). The balance outstanding as of June 30, 2019 and December 31, 2018 was $1,500. As of June 30, 2019, and December 31, 2018, the Company had advances from Scott Carley (shareholder). The balance outstanding as of June 30, 2019 and December 31, 2018 was $21,480. On January 22, 2013, the Company issued a unsecured promissory note payable to Kent Emry (Chairman of the Company) for $200,000 due January 1, 2018, with a stated interest rate of 12% per annum beginning three months from issuance, payable monthly. Principal payments were due starting February 1, 2015 at $6,650 per month. The lender has an option to convert the note to licensing rights for the State of Oregon. The Company currently is in default of the principal and interest. The note holder subsequently became an officer of the Company. The balance outstanding as of June 30, 2019 and December 31, 2018 was $163,610. |
ROYALTY OBLIGATIONS, NET
ROYALTY OBLIGATIONS, NET | 6 Months Ended |
Jun. 30, 2019 | |
Royalty Obligations Net | |
NOTE 11 - ROYALTY OBLIGATIONS, NET | In March 2019, the Company entered into two Subscription and Royalty Agreements (the “Subscription and Royalty Agreements”), one of which was with Louis and Carolyn Lucido CRT LLC, managed by Mr. Louis Lucido, a member of the Company’s Board of Directors (the “Board”). Pursuant to the Subscription and Royalty Agreements: (i) Each party would purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in the aggregate amount of $3,000,000 at a purchase price of $15.00 per share (the “Purchase Price”), for a total of 200,000 shares of Common Stock; and (ii) the Company shall pay each (a) a total of $37.50 from the gross revenue derived from each of its weight loss treatments sold in the United States starting on the first (1st) day that the first unit of the treatment is sold (the “Initial Sales Date”) and ending on the third (3rd) anniversary of the Initial Sales Date; and (b) a total of $25.00 from the gross revenue derived from each of its weight loss treatments sold in the United States starting on the day following the third (3rd) anniversary of the Initial Sales Date and ending on the fifteenth (15th) anniversary of the Initial Sales Date (the “Royalty”). Under the Lucido agreement, the Company will use no less than 65% of the proceeds of the aggregate Purchase Price of the Lucido Subscription and Royalty Agreement exclusively to develop, launch and expand the Company’s weight loss program (the “Business”) including sales and marketing activities directly related to the Business, and shall be free to use up to 35% of the aggregate Purchase Price of the Lucido Subscription and Royalty Agreement for general working capital and administration, and for further product development. With the prior written consent of Mr. Lucido, the Company may use more than 35% of the aggregate Purchase Price for general working capital and administration, and for further product development. Under the second agreement, the Company will have complete discretion as to the exact amount of the aggregate purchase price to be allocated to the development and expansion of the Business. The Company accounted for this transaction as debt in accordance with ASC 470-10-25 and derived a debt discount, which is amortized using the effective interest method over the expected life of the arrangement, which is 15 years. The Company has no obligation to repay the then outstanding balance if during the expected life of 15 years the treatment is discontinued. In order to record the discount of the liability, the Company fair valued the royalty and the difference between fair value of the royalty obligation and the gross projected future payments was $7,171,200 and was recorded as non-cash interest expense over the life of the liability and offset to additional paid in capital at inception. During the three months and six months ended June 30, 2019, the Company amortized $115,334 and $115,334 as interest expenses, respectively. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Note 12 - STOCKHOLDERS' DEFICIT | Effective January 22, 2019, the Company amended its Articles of Incorporation to implement a reverse stock split in the ratio of 1 share for every 100 shares of common stock. As a result, 259,984,655 shares of the Company’s common stock were exchanged for 2,599,847 shares of the Company’s common stock. These unaudited condensed consolidated financial statements have been retroactively restated to reflect the reverse stock split. Convertible Preferred stock The Company is authorized to issue 600,000 shares of preferred stock with no par value. As of June 30, 2019 and December 31, 2018, the Company had 80,000 shares of Series A preferred stock and 160,000 shares of Series B preferred stock issued and outstanding. Each share of Series A preferred stock is entitled to one thousand (1,000) votes and is convertible into one share of common stock. 30,000 shares of Series A Preferred Stock were owned by management. Each share of Series B stock is entitled to two thousand (2,000) votes and is convertible into one share of common stock. 120,000 shares of Series B Preferred Stock were owned by management. Common stock On May 10, 2018, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada increasing the total number of shares which the Company is authorized to issue from five hundred twenty five million six hundred thousand (525,600,000) shares to seven hundred fifty million six hundred thousand (750,600,000) shares and increasing the number of authorized shares of common stock from five hundred and twenty five million (525,000,000) shares of common stock, $0.001 par value, to seven hundred and fifty million (750,000,000) shares of common stock. As of June 30, 2018 and December 31, 2017, the Company had 2,471,863 shares and 2,440,863 shares of common stock issued and outstanding. During the six months ended June 30, 2018, the Company issued an aggregate of 7,500 shares of its common stock for services rendered valued at $111,410 based on the underlying market value of the common stock at the date of issuance. During the six months ended June 30, 2018, the Company issued 10,000 shares of its common stock in connection with a distribution agreement previously accrued during the year ended December 31, 2017. During the six months ended June 30, 2018, the Company issued an aggregate of 1,000 shares of its common stock in connection with the issuance of promissory notes payable valued at $25,500 based on the underlying market value of the common stock at the date of issuance. During the six months ended June 30, 2018, the Company issued 12,500 shares of its common stock in exchange for proceeds of $150,000 and received $1,150,000 common stock subscriptions for 57,500 shares of its common stock and 57,500 three year warrants with an exercise price of $1.00 per share. As of June 30, 2019 and December 31, 2018, the Company had 3,057,848 shares and 2,597,347 shares of common stock issued and outstanding. During the six months ended June 30, 2019, the Company issued an aggregate of 33,588 shares of its common stock for services rendered valued at $147,650 based on the underlying market value of the common stock at the date of issuance. During the six months ended June 30, 2019, the Company issued 3,842 shares of its common stock to pay for interest expense valued at $21,000 based on the underlying market value of the common stock at the date of issuance. In February 2019, the Company issued 22,222 shares of its common stock valued at $100,000 in connection with the February 2019 common stock subscription. In March 2019, the Company issued an aggregate of 400,000 shares of its common stock under these Subscription and Royalty Agreements and subsequently in April 2019 received the proceeds. |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Note 13 - STOCK OPTIONS AND WARRANTS | Options Stock options have been granted under the following plans: [i] On November 13, 2014, our Board of Directors authorized and approved the adoption of the Plan effective November 13, 2014 (2014 Stock Option Plan) under which an aggregate of 20% (290,879 shares) of the issued and outstanding shares may be issued. The plan shall terminate ten years after the plan’s adoption by the board of directors. We granted an aggregate 146,500 stock options. As of June 30, 2019 an aggregate total of 1,500 options have expired and 144,379 can still be granted under the plan. [ii] On June 15, 2016, our board of Directors authorized and approved the adoption of the Equity Incentive Plan effective June 15, 2016 (2016 Equity Incentive Plan) under which an aggregate of 656,250 shares may be issued. The plan shall terminate ten years after the plan’s adoption by the board of directors. We granted an aggregate of 330,350 stock options. As of June 30, 2019 an aggregate total of 325,900 options can still be granted under the plan. [iii] On May 15, 2018, the Board of Directors approved and adopted the BioCorRx Inc. 2018 Equity Incentive Plan (2018 Stock Option Plan) under which an aggregate of 450,000 shares may be issued. The plan shall terminate ten years after the plan’s adoption by the board of directors. The company has granted an aggregate of 368,280 stock options. As of June 30, 2019 an aggregate total of 81,720 options can still be granted under the plan. During the six months ended June 30, 2019, the Board of Directors approved the grant of 53,280 stock options to consultants valued at $233,111. The term of the options ranges from one to five years, and the vesting period of the options ranges from one to two years. Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from using the Company’s historical stock prices. The Company accounts for the expected life of options based on the contractual life of options for non-employees. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. In applying the Black-Scholes option pricing model, the Company used the following assumptions: Risk-free interest rate 2.36% - 2.58% Expected term (years) 1.00 – 5.00 Expected volatility 99.85% - 143.11% Expected dividends 0.00 The following table summarizes the stock option activity for the six months ended June 30, 2019: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2018 791,850 $ 8.09 7.7 $ 1,188,065 Grants 53,280 6.52 2.9 - Exercised - Expired (1,500 ) $ 20.00 - - Outstanding at June 30, 2019 843,630 $ 7.98 7.0 $ 740,128 Exercisable at June 30, 2019 802,967 $ 8.05 7.1 $ 740,128 The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s stock price of $4.25 as of June 30, 2019, which would have been received by the option holders had those option holders exercised their options as of that date. The following table presents information related to stock options at June 30, 2019: Options Outstanding Weighted Options Exercisable Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 0.01-2.50 330,350 7.0 330,350 2.51-5.00 35,000 1.1 35,000 5.01and up 478,280 7.4 437,617 843,630 7.0 802,967 The stock-based compensation expense related to option grants was $703,114 and $1,653,929 during the three and six months ended June 30, 2019 and $78,535 and $448,800 for the three and six months ended June 30, 2018, respectively. As of June 30, 2019, stock-based compensation related to options of $163,874 remains unamortized and is expected to be amortized over the weighted average remaining period of 10.5 months. Warrants The following table summarizes the changes in warrants outstanding and the related prices for the shares of the Company’s common stock: Warrants Outstanding Warrants Exercisable Exercise Prices Number Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (Years) $ 20.00 10,000 2.42 $ 20.00 10,000 2.42 25.00 12,750 0.02 25.00 12,750 0.02 100.00 62,500 1.89 100.00 62,500 1.89 $ - 85,250 1.67 $ 79.40 85,250 1.67 The following table summarizes the warrant activity for the six months ended June 30, 2019: Number of Shares Weighted Average Exercise Price Per Share Outstanding at December 31, 2018 85,250 $ 79.40 Issued - - Exercised - - Expired - - Outstanding at June 30, 2019 85,250 $ 79.40 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Note 14 - RELATED PARTY TRANSACTIONS | The Company has an arrangement with Premier Aftercare Recovery Service, (“PARS”). PARS is a Company controlled by Neil Muller, a shareholder of the Company and prior officer of the Company, that provided consulting services to the Company. There is no formal agreement between the parties and the amount of remuneration was $14,583 per month. During the three and six months ended June 30, 2019 and 2018, the Company incurred $0 as consulting fees and expense reimbursements. As of June 30, 2019 and December 31, 2018, there was an unpaid balance of $0 and $32,318, respectively. The Company has an arrangement with Felix Financial Enterprises (“FFE”). FFE is a Company controlled by Lourdes Felix, an officer of the Company that provides consulting services to the Company. Until June 13, 2018, there was no formal agreement between the parties and the amount of remuneration is $14,583 per month. During the three and six months ended June 30, 2019, the Company incurred $43,750 and $87,500, respectively, as consulting fees. During the three and six months ended June 30, 2018, the Company incurred $40,798 and $80,798, respectively, as consulting fees. As of June 30, 2019 and December 31, 2018, there was an unpaid balance of $0. The Company has an arrangement with Soupface LLC (“Soupface”). Soupface is a Company controlled by Brady Granier, an officer of the Company that provides consulting services to the Company. Until June 13, 2018 there was no formal agreement between the parties and the amount of remuneration is $15,833 per month. For the three and six months ended June 30, 2019, the Company incurred $47,500 and $95,000, respectively, as consulting fees. For the three and six months ended June 30, 2018, the Company incurred $43,750 and $87,500, respectively, as consulting fees. As of June 30, 2019 and December 31, 2018, there was an unpaid balance of $0. The Company has an arrangement with Mr. Tom Welch, VP of Operations. Until June 13, 2018 there was no formal agreement between the parties and the amount of remuneration is $12,500 per month. For the three and six months ended June 30, 2019, the Company incurred $37,500 and $75,000, respectively, as consulting fees. As of June 30, 2019 and December 31, 2018, there was an unpaid balance of $0. On July 28, 2016, the Company formed BioCorRx Pharmaceuticals, Inc. for the purpose of developing certain business lines. In connection with the formation, the newly formed sub issued 24.2% ownership to current or former officers of the Company, with the Company retaining 75.8%. During the six months ended June 30, 2019, BioCorRx Pharmaceuticals, Inc. began limited operations and there was no operation prior to that. In March 2019, in the Company entered into a Subscription and Royalty Agreement (the “Subscription and Royalty Agreement”), with Louis and Carolyn Lucido CRT LLC, managed by Mr. Louis Lucido, a member of the Board. (See Note 11). The Company received an aggregate gross proceeds of $3,000,000 and $0 royalty was due at June 30, 2019. As of June 30, 2019, the Company’s related party payable was $196,642, which comprised of compensation payable and interest payable to directors. The Company also issued 12,086 shares of common stock to directors during the six months ended June 30, 2019. |
CONCENTRATIONS
CONCENTRATIONS | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Note 15 - CONCENTRATIONS | Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. The Company’s revenues earned from sale of products and services for the three months ended June 30, 2019 included 13% and 13% (aggregate of 26%) from two customers of the Company’s total revenues. The Company’s revenues earned from sale of products and services for the six months ended June 30, 2019 included 19% and 18% (aggregate of 37%) from two customers of the Company’s total revenues. The Company’s revenues earned from sale of products and services for the three months ended June 30, 2018 included 14%, 25%, 21% and 20% (aggregate of 80%) from four customers of the Company’s total revenues. The Company’s revenues earned from sale of products and services for the six months ended June 30, 2018 included 20%, 28%, 17% and 16% (aggregate of 81%) from four customers of the Company’s total revenues. At June 30, 2019, the accounts receivable is $NIL and three customers accounted for 44%, 17% and 32% (aggregate of 93%) of the Company’s total accounts receivable at December 31, 2018. The Company relies on Trinity Rx as its sole supplier of its Naltrexone implant. |
NON CONTROLLING INTEREST
NON CONTROLLING INTEREST | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Note 16 - NON CONTROLLING INTEREST | On July 28, 2016, the Company formed BioCorRx Pharmaceuticals, Inc., a Nevada Corporation, for the purpose of developing certain business lines. In connection with the formation, the, the newly formed sub issued 24.2% ownership to current or former officers of the Company with the Company retaining 75.8%. From inception through December 31, 2017, there were no significant transactions. There were certain licensing rights with a carrying value of $250,000 and no significant liabilities in BioCorRx Pharmaceuticals, Inc. In 2018, BioCorRx Pharmaceuticals, Inc. began operations. A reconciliation of the BioCorRx Pharmaceuticals, Inc. non-controlling loss attributable to the Company: Net loss attributable to the non-controlling interest for the three months ended June 30, 2019: Net loss $ (5,900 ) Average Non-controlling interest percentage of profit/losses 24.2 % Net loss attributable to the non-controlling interest $ 1,427 Net loss attributable to the non-controlling interest for the six months ended June 30, 2019: Net loss $ (6,014 ) Average Non-controlling interest percentage of profit/losses 24.2 % Net loss attributable to the non-controlling interest $ (1,455 ) The following table summarizes the changes in non-controlling interest for the six months ended June 30, 2019: Balance, December 31, 2018 (72,487 ) Net loss attributable to the non-controlling interest (1,455 ) Balance, June 30, 2019 $ (73,942 ) Net loss attributable to the non-controlling interest for the three months ended June 30, 2018: Net loss $ (184 ) Average Non-controlling interest percentage of profit/losses 24.2 % Net loss attributable to the non-controlling interest $ (45 ) Net loss attributable to the non-controlling interest for the six months ended June 30, 2018: Net loss $ (184 ) Average Non-controlling interest percentage of profit/losses 24.2 % Net loss attributable to the non-controlling interest $ (45 ) The following table summarizes the changes in non-controlling interest for the six months ended June 30, 2018: Balance, December 31, 2017 - Net loss attributable to the non-controlling interest (45 ) Balance, June 30, 2018 $ (45 ) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Note 17 - COMMITMENTS AND CONTINGENCIES | Director Agreements Effective March 1, 2019, the Board appointed Ms. Luisa Ingargiola. In connection with Ms. Ingargiola’s appointment to the Board, the Company entered into a Director Agreement with Ms. Ingargiola pursuant to which she will receive a quarterly cash stipend of $15,000 in compensation for services and shall be issued, upon the last day of each fiscal quarter, provided the director is a member of the Board as of such date, the number of shares of the Company’s common stock equivalent to $5,000. Effective March 1, 2019, the Board appointed Mr. Louis Lucido. In connection with Mr. Lucido’s appointment to the Board, the Company entered into a Director Agreement with Mr. Lucido pursuant to which he will receive a quarterly cash stipend of $15,000 in compensation for services and shall be issued, upon the last day of each fiscal quarter, provided the director is a member of the Board as of such date, the number of shares of the Company’s common stock equivalent to $5,000. Effective March 1, 2019, the Board authorized a formal Director Agreement with Mr. Brady Granier. Pursuant to Mr. Granier’s agreement, he will receive a quarterly cash stipend of $15,000 in compensation for services and shall be issued, upon the last day of each fiscal quarter, provided the director is a member of the Board as of such date, the number of shares of the Company’s common stock equivalent to $5,000. Effective March 1, 2019, the Board authorized a formal Director Agreement with Ms. Lourdes Felix. Pursuant to Ms. Felix’s agreement, she will receive a quarterly cash stipend of $15,000 in compensation for services and shall be issued, upon the last day of each fiscal quarter, provided the director is a member of the Board as of such date, the number of shares of the Company’s common stock equivalent to $5,000. Effective March 1, 2019, the Board authorized a formal Director Agreement with Mr. Kent Emry. Pursuant to Mr. Emry’s agreement, he will receive a quarterly cash stipend of $15,000 in compensation for services and shall be issued, upon the last day of each fiscal quarter, provided the director is a member of the Board as of such date, the number of shares of the Company’s common stock equivalent to $5,000. Employment Agreements The Company has an arrangement with Felix Financial Enterprises (“FFE”). FFE is a Company controlled by Lourdes Felix, an officer of the Company that provides consulting services to the Company. Until June 13, 2018, there was no formal agreement between the parties and the amount of remuneration is $14,583 per month. The Company has an arrangement with Soupface LLC (“Soupface”). Soupface is a Company controlled by Brady Granier, an officer of the Company that provides consulting services to the Company. Until June 13, 2018, there was no formal agreement between the parties and the amount of remuneration is $15,833 per month. The Company has an arrangement with Mr. Tom Welch, VP of Operations. Until June 13, 2018 there was no formal agreement between the parties and the amount of remuneration is $12,500 per month. Lucido Subscription and Royalty Agreement On March 28, 2019, the Company entered into a Subscription and Royalty Agreement (the “Lucido Subscription and Royalty Agreement”) with Louis and Carolyn Lucido CRT LLC, managed by Mr. Louis Lucido, a member of the Company’s Board of Directors (the “Board”). Pursuant to the Lucido Subscription and Royalty Agreement: (i) Mr. Lucido purchased shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in the aggregate amount of $3,000,000 at a purchase price of $15.00 per share (the “Purchase Price”), for a total of 200,000 shares of Common Stock; and (ii) the Company shall pay Lucido (a) a total of $37.50 from the gross revenue derived from each of its weight loss treatments sold in the United States starting on the first (1st) day that the first unit of the treatment is sold (the “Initial Sales Date”) and ending on the third (3rd) anniversary of the Initial Sales Date; and (b) a total of $25.00 from the gross revenue derived from each of its weight loss treatments sold in the United States starting on the day following the third (3rd) anniversary of the Initial Sales Date and ending on the fifteenth (15th) anniversary of the Initial Sales Date (the “Royalty”). The Company will use no less than 65% of the proceeds of the aggregate Purchase Price of the Lucido Subscription and Royalty Agreement exclusively to develop, launch and expand the Company’s weight loss program (the “Business”) including sales and marketing activities directly related to the Business, and shall be free to use up to 35% of the aggregate Purchase Price of the Lucido Subscription and Royalty Agreement for general working capital and administration, and for further product development. With the prior written consent of Mr. Lucido, the Company may use more than 35% of the aggregate Purchase Price for general working capital and administration, and for further product development. The Company issued 200,000 common shares to Lucido on March 28, 2019 and recorded the fair value of the shares in equity. The Company recorded a liability for the Royalty when the obligation began upon the receipt of proceeds in April 2019. Galligan Subscription and Royalty Agreement On April 1, 2019, the Company entered into a Subscription and Royalty Agreement (the “Galligan Subscription and Royalty Agreement” and, together with the Lucido Subscription and Royalty Agreement, the “Agreements”) with the J and R Galligan Revocable Trust, managed by Mr. Joseph Galligan. Although the Galligan Subscription and Royalty Agreement was dated March 27, 2019, it did not become effective until it was fully executed on April 1, 2019. The terms and conditions of the Galligan Subscription and Royalty Agreement (including the amount of shares of Common Stock purchased, the Purchase Price, and the terms of the Royalty) are substantially the same as the Lucido Subscription and Royalty Agreement except that the Company will have complete discretion as to the exact amount of $3,000,000 of the Galligan Subscription and Royalty Agreement to be allocated to the development and expansion of the Business. The Company issued 200,000 common shares to Galligan on March 28, 2019 and recorded the fair value of the shares in equity. The Company recorded a liability for the Royalty when the obligation began upon the receipt of proceeds in April 2019. Royalty agreement Alpine Creek Capital Partners LLC On December 10, 2015, the Company entered into a royalty agreement with Alpine Creek Capital Partners LLC (“Alpine Creek”). The Company is in the business of selling a distinct implementation of the BioCorRx Recovery Program, a two-tiered comprehensive MAT program, which includes a counseling program, coupled with its proprietary Naltrexone Implant (the “Treatment”). In accordance with the terms and provisions of the agreement, Alpine Creek will pay the Company an aggregate of $405,000 , payable as follows: (a) a deposit in the amount of $55,000, which Alpine Creek paid to the Company on November 20, 2015, (b) cancellation of that certain secured promissory note, dated October 19, 2015, issued by the Company to Alpine Creek in the aggregate principal amount of $55,000 and (c) within two (2) business days from the effective date, Alpine Creek will pay $295,000 to the Company. In consideration for the payment, with the exception of treatments conducted in certain territories, the Company will pay Alpine Creek fifty percent (50%) of the Company’s gross profit for each Treatment sold in the United States that includes procurement of the Company’s implant product until the Company has paid Alpine Creek $1,215,000. In the event that the Company has not paid Alpine Creek $1,215,000 within 24 months of the Effective Date, then the Company shall continue to pay Alpine Creek fifty percent (50%) for each Treatment following the Effective Date until the Company has paid Alpine Creek an aggregate of $1,620,000, with the exception of treatments conducted in certain territories. Upon the Company’s satisfaction of these obligations, the Company shall pay Alpine Creek $100 for each treatment sold in the United States that includes procurement of the Company’s implant product, into perpetuity. As of June 30, 2019, the Company has paid $27,800 to Alpine Creek. $96,120 is owed to Alpine Creek as of June 30, 2019 and December 31, 2018. On any other proprietary implant distribution, that excludes the “treatment”, for alcohol and opioid addiction and for which no other payment is due, the Company shall pay 2.5% of the Company’s gross profit for implant distribution not to exceed $100 per sale. As of June 30, 2019, there are no payments due. Charles River Laboratories, Inc. On May 24, 2019, the Company entered into a Master Services Agreement (the “MSA”) with Charles River Laboratories, Inc. (“Charles River”). Pursuant to the MSA, Charles River will be conducting studies with regard to BICX102. Studies will be conducted pursuant to Statements of Work entered into by the Company and Charles River. On May 30, 2019, the Company and Charles River entered into two separate Statements of Work pursuant to which Charles River is conducting a total of six studies. The total consideration the Company will pay Charles River for these six studies is $2,760,000. Agreements As of June 30, 2019 the Company has entered into four consulting and scientific advisory board agreements. In compensation for services: (i) two advisory board members shall be issued common stock equivalent to $5,000 the last day of such quarter when meetings are held (ii) one consultant shall receive common stock equivalent to $6,250 on the last day of each month and (ii) one consultant shall receive a renumeration amount of $10,000-$12,000 per month with an earn out potential of 1% of the Company’s majority owned subsidiary, BioCorRx Pharmaceuticals based on certain factors. On July 15, 2019, the Company and its landlord agreed that the Company would move to a larger space within the building that currently houses its principal executive offices. The Company extended the term of its lease for an additional 63 months beginning approximately September 1, 2019 (upon the landlord’s completion of the work on the new space). The extended term expires on November 30, 2024. The extended lease has escalating payments from $9,505 per month to $11,018 per month In 2019, the Company entered into a contract manufacturing agreement for an estimated total fees of $578,500. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
NOTE 18 – SUBSEQUENT EVENTS | On July 15, 2019, the Company and its landlord agreed that the Company would move to a larger space within the building that currently houses its principal executive offices. The Company extended the term of its lease for an additional 63 months beginning approximately September 1, 2019 (upon the landlord’s completion of the work on the new space). The extended term expires on November 30, 2024. The extended lease has escalating payments from $9,505 per month to $11,018 per month. In July 2019, the Company issued an aggregate of 1,658 shares of its common stock for consulting services. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Significant Accounting Policies | |
Interim Financial Statements | The following (a) condensed consolidated balance sheet as of December 31, 2018, which has been derived from audited financial statements, and (b) the unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2019 are not necessarily indicative of results that may be expected for the year ending December 31, 2019. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on April 16, 2019. |
Basis of Presentation | The consolidated financial statements include the accounts of BioCorRx Inc. and its wholly owned subsidiary, Fresh Start Private, Inc. and its majority owned subsidiary, BioCorRx Pharmaceuticals, Inc. (hereafter referred to as the “Company” or “BioCorRx”). All significant intercompany balances and transactions have been eliminated in consolidation. |
Revenue Recognition | The Company recognizes revenue in accordance with Financial Accounting Standards Board “FASB” Accounting Standards Codification “ASC” 606. A five-step analysis a must be met as outlined in Topic 606: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. There were no changes to the Company’s revenue recognition policy from the adoption of ASC 606. The Company has elected the following practical expedients in applying ASC 606: • Unsatisfied Performance Obligations - all performance obligations relate to contracts with a duration of less than one year. The Company has elected to apply the optional exemption provided in ASC 606 and therefore, is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. • Contract Costs - all incremental customer contract acquisition costs are expensed as they are incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. • Significant Financing Component - the Company does not adjust the promised amount of consideration for the effects of a significant financing component as the Company expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. • Sales Tax Exclusion from the Transaction Price - the Company excludes from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from the customer. • Shipping and Handling Activities - the Company elected to account for shipping and handling activities as a fulfillment cost rather than as a separate performance obligation. • Modified Retrospective Method - the Company adopted ASC 606 on January 1, 2019 utilizing the modified retrospective method allowing the Company to not retrospectively adjust prior periods. The Company applied the modified retrospective method only to contracts that were not completed at January 1, 2019 and accounted for the aggregate effect of any contract modifications upon adoption. The Company’s net sales are disaggregated by product category. The sales/access fees consist of product sales. The distribution rights income consists of the income recognized from the amortization of distribution agreements entered into for its products. The following table presents the Company’s net sales by product category for the three months ended June 30, 2019 and 2018: Three months Ended June 30, 2019 June 30, 2018 Sales/access fees $ 7,500 $ 39,500 Distribution rights income 58,476 59,174 Net sales $ 65,976 $ 98,674 The following table presents the Company’s net sales by product category for the six months ended June 30, 2019 and 2018: Six months Ended June 30, 2019 June 30, 2018 Sales/access fees $ 14,250 $ 103,700 Distribution rights income 117,000 142,698 Net sales $ 131,250 $ 246,398 |
Deferred revenue | The Company licenses proprietary products and protocols to customers under licensing agreements that allow those customers to utilize the products and protocols in services they provide to their customers. The timing and amount of revenue recognized from license agreements depends upon a variety of factors, including the specific terms of each agreement. Such agreements are reviewed for multiple performance obligations. Performance obligations can include amounts related to initial non-refundable license fees for the use of the Company’s products and protocols and additional royalties on covered services. The Company granted license and sub-license agreements for various regions or States in the United States allowing the licensee to market, distribute and sell solely in the defined license territory, as defined, the products provided by the Company. The agreements are granted for a defined period or perpetual and are effective as long as annual milestones are achieved. Terms for payments for licensee agreements vary from full cash payment to defined terms. In cases where license or sub-license fees are uncollected or deferred; the Company nets those uncollected fees with the deferred revenue for balance sheet presentation. The Company amortizes license fees over the shorter of the economic life of the related contract life or contract terms for each licensee. The following table presents the changes in deferred revenue, reflected as current and long term liabilities on the Company’s consolidated balance sheet: Balance as of December 31, 2018: Short term $ 209,474 Long term 207,523 Total as of December 31, 2018 $ 416,997 Cash payments received - Net sales recognized (117,000 ) Balance as of June 30, 2019 299,997 Less short term 131,434 Long term $ 168,563 |
Use of Estimates | The preparation of the unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions used in the fair value of stock-based compensation, the fair value of other equity and debt instruments, right-to-use assets, lease liabilities, fair value of intangible assets, useful lives of assets and allowance for doubtful accounts. |
Accounts Receivable | Accounts receivable are recorded at original invoice amount less an allowance for uncollectible accounts that management believes will be adequate to absorb estimated losses on existing balances. Management estimates the allowance based on collectability of accounts receivable and prior bad debt experience. Accounts receivable balances are written off against the allowance upon management’s determination that such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Management believes that credit risks on accounts receivable will not be material to the financial position of the Company or results of operations. The allowance for doubtful accounts was $400 and $12,500 as of June 30, 2019 and December 31, 2018, respectively. |
Fair Value of Financial Instruments | Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2019 and December 31, 2018. The respective carrying value of certain financial instruments approximated their fair values. These financial instruments include cash, accounts payable and accrued expenses, and notes payable. The fair value of the Company’s convertible securities is based on management estimates and reasonably approximates their book value. See Footnote 11 and 12 for stock based compensation and other equity instruments. |
Segment Information | Accounting Standards Codification subtopic Segment Reporting 280-10 (“ASC 280-10”) establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein materially represents all of the financial information related to the Company’s principal operating segment. |
Long-Lived Assets | The Company follows a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of the assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. No impairments was recognized for the six months ended June 30, 2019 and 2018. |
Intangible Assets | Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually. No impairment was recognized for the six months ended June 30, 2019 and 2018. |
Property and Equipment | Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life of 5 to 15 years. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. |
Leases | The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the condensed consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and it recognizes such lease payments on a straight-line basis over the lease term. |
Net (loss) Per Share | The Company accounts for net income (loss) per share in accordance with Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”), which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. Diluted net loss share is calculated by including any potentially dilutive share issuances in the denominator. As of June 30, 2019 and 2018, potentially dilutive shares issuances were comprised of convertible notes, warrants and stock options. June 30, 2019 June 30, 2018 Shares underlying options outstanding 843,630 478,850 Shares underlying warrants outstanding 85,250 12,750 Shares underlying convertible notes outstanding 2,227,575 1,875,000 Convertible preferred stock outstanding 240,000 240,000 3,396,455 2,606,600 |
Advertising | The Company follows the policy of charging the costs of advertising to expense as incurred. The Company charged to operations $30,061 and $50,564 as advertising costs for the three and six months ended June 30, 2019 and $21,200 and $42,015 for the three and six months ended June 30, 2018, respectively. |
Grant Income | On January 17, 2019, the Company received a Notice of Award from the United States Department of Health and Human Services for a grant from the National Institutes of Health (“NIH”) in support of BICX102 from the National Institute on Drug Abuse. The grant provides for (i) $2,842,430 in funding during the first year and (ii) $2,831,838 during the second year subject to the terms and conditions specified in the grant, including satisfactory progress of project and the availability of funds. Grant payments received prior to the Company’s performance of work required by the terms of the research grant are recorded as deferred income and recognized as grant income once work is performed and qualifying costs are incurred. As of June 30, 2019, $351,796 in grant funds received were recorded as grant income. |
Research and development costs | The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $135,138 and $281,103 for the three and six months ended June 30, 2019, respectively, and $0 and $59,006 for the three and six months ended June 30, 2018, respectively. |
Stock Based Compensation | Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. |
Application of New Accounting Standards | On January 1, 2019, upon adoption of ASC Topic 842, the Company recorded right to use assets of $25,465, lease liability of $26,229 and eliminated deferred rent of $764. In adopting ASC Topic 842, Leases (Topic 842), the Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. In determining the length of the lease term to its long term lease, the Company determined there was no embedded extension option. At lease commencement date, the Company estimated the lease liability and the right of use assets at present value using the Company’s estimated incremental borrowing rate of 8% and determined the initial present value, at inception, of $139,407. On February 14, 2019, the Company renewed the lease for another 63 months and remeasured right to use assets and lease liability at $281,949 and $315,096 respectively. |
Recent Accounting Pronouncements | There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Significant Accounting Policies Tables Abstract | |
Schedule of net sales | The following table presents the Company’s net sales by product category for the three months ended June 30, 2019 and 2018: Three months Ended June 30, 2019 June 30, 2018 Sales/access fees $ 7,500 $ 39,500 Distribution rights income 58,476 59,174 Net sales $ 65,976 $ 98,674 The following table presents the Company’s net sales by product category for the six months ended June 30, 2019 and 2018: Six months Ended June 30, 2019 June 30, 2018 Sales/access fees $ 14,250 $ 103,700 Distribution rights income 117,000 142,698 Net sales $ 131,250 $ 246,398 |
Schedule of changes in deferred revenue | Balance as of December 31, 2018: Short term $ 209,474 Long term 207,523 Total as of December 31, 2018 $ 416,997 Cash payments received - Net sales recognized (117,000 ) Balance as of June 30, 2019 299,997 Less short term 131,434 Long term $ 168,563 |
Schedule of computations of weighted average shares outstanding | June 30, 2019 June 30, 2018 Shares underlying options outstanding 843,630 478,850 Shares underlying warrants outstanding 85,250 12,750 Shares underlying convertible notes outstanding 2,227,575 1,875,000 Convertible preferred stock outstanding 240,000 240,000 3,396,455 2,606,600 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property And Equipment | |
Schedule of property and equipment | June 30, 2019 December 31, 2018 Office equipment $ 34,234 $ 34,234 Computer equipment 5,544 5,544 Manufacturing equipment 98,373 30,747 138,151 70,525 Less accumulated depreciation (31,690 ) (26,156 ) $ 106,461 $ 44,369 |
LEASE (Tables)
LEASE (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Lease | |
Schedule of lease liability | June 30, 2019 Total lease liability $ 303,364 Less: short term portion (43,574 ) Long term portion $ 259,790 |
Schedule of maturity analysis under lease agreements | Six months ended December 31, 2019 $ 33,134 2020 67,392 2021 69,751 2022 72,222 2023 and beyond 132,313 Less: Present value discount (71,448 ) Lease liability $ 303,364 |
Schedule of lease expense | Operating lease expense $ 62,797 Short-term lease expense - Variable lease expense - $ 62,797 |
Schedule of Weighted-average remaining lease term | Weighted-average remaining lease term 5.26 Weighted-average discount rate 8 % |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounts Payable And Accrued Expenses | |
Schedule of accounts payable and accrued expenses | June 30, 2019 December 31, 2018 Accounts payable $ 485,277 $ 655,654 Interest payable on notes payable 1,050,994 898,234 Deferred rent - 764 $ 1,536,271 $ 1,554,652 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Schedule of assumption | Risk-free interest rate 2.36% - 2.58% Expected term (years) 1.00 – 5.00 Expected volatility 99.85% - 143.11% Expected dividends 0.00 |
Warrant [Member] | |
Schedule of stock option and warrant activity | Warrants Outstanding Warrants Exercisable Exercise Prices Number Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (Years) $ 20.00 10,000 2.42 $ 20.00 10,000 2.42 25.00 12,750 0.02 25.00 12,750 0.02 100.00 62,500 1.89 100.00 62,500 1.89 $ - 85,250 1.67 $ 79.40 85,250 1.67 |
Schedule of stock option and warrants outstanding | Number of Shares Weighted Average Exercise Price Per Share Outstanding at December 31, 2018 85,250 $ 79.40 Issued - - Exercised - - Expired - - Outstanding at June 30, 2019 85,250 $ 79.40 |
Stock Options [Member] | |
Schedule of stock option and warrant activity | Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2018 791,850 $ 8.09 7.7 $ 1,188,065 Grants 53,280 6.52 2.9 - Exercised - Expired (1,500 ) $ 20.00 - - Outstanding at June 30, 2019 843,630 $ 7.98 7.0 $ 740,128 Exercisable at June 30, 2019 802,967 $ 8.05 7.1 $ 740,128 |
Schedule of stock option and warrants outstanding | Options Outstanding Weighted Options Exercisable Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 0.01-2.50 330,350 7.0 330,350 2.51-5.00 35,000 1.1 35,000 5.01and up 478,280 7.4 437,617 843,630 7.0 802,967 |
NON CONTROLLING INTEREST (Table
NON CONTROLLING INTEREST (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Non Controlling Interest | |
Schedule of net loss attributable to non-controlling interest | Net loss attributable to the non-controlling interest for the three months ended June 30, 2019: Net loss $ (5,900 ) Average Non-controlling interest percentage of profit/losses 24.2 % Net loss attributable to the non-controlling interest $ 1,427 Net loss attributable to the non-controlling interest for the six months ended June 30, 2019: Net loss $ (6,014 ) Average Non-controlling interest percentage of profit/losses 24.2 % Net loss attributable to the non-controlling interest $ (1,455 ) Net loss attributable to the non-controlling interest for the three months ended June 30, 2018: Net loss $ (184 ) Average Non-controlling interest percentage of profit/losses 24.2 % Net loss attributable to the non-controlling interest $ (45 ) Net loss attributable to the non-controlling interest for the six months ended June 30, 2018: Net loss $ (184 ) Average Non-controlling interest percentage of profit/losses 24.2 % Net loss attributable to the non-controlling interest $ (45 ) |
Schedule of changes in non-controlling interest | The following table summarizes the changes in non-controlling interest for the six months ended June 30, 2019: Balance, December 31, 2018 (72,487 ) Net loss attributable to the non-controlling interest (1,455 ) Balance, June 30, 2019 $ (73,942 ) The following table summarizes the changes in non-controlling interest for the six months ended June 30, 2018: Balance, December 31, 2017 - Net loss attributable to the non-controlling interest (45 ) Balance, June 30, 2018 $ (45 ) |
BUSINESS (Details Narrative)
BUSINESS (Details Narrative) | 6 Months Ended | |
Jun. 30, 2019 | Jul. 28, 2016 | |
State of Incorporation | Nevada | |
January 22, 2019 [Member] | ||
Description of reverse stock split | Effective January 22, 2019, the Company amended its Articles of Incorporation to implement a reverse stock split in the ratio of 1 share for every 100 shares of common stock. As a result, 259,984,655 shares of the Companys common stock were exchanged for 2,599,847 shares of the Companys common stock. These consolidated financial statements have been retroactively restated to reflect the reverse stock split (See Note 12). | |
BioCorRx Pharmaceuticals, Inc [Member] | BioCorRx, Inc [Member] | ||
Equity issued ownership | 75.80% | |
Officer [Member] | BioCorRx Pharmaceuticals, Inc [Member] | ||
Equity issued ownership | 24.20% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Significant Accounting Policies Details Abstract | ||||
Sales/access fees | $ 7,500 | $ 39,500 | $ 14,250 | $ 103,700 |
Distribution rights income | 58,476 | 59,174 | 117,000 | 142,698 |
Net sales | $ 65,976 | $ 98,674 | $ 131,250 | $ 246,398 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Significant Accounting Policies Details 1Abstract | ||||
Short term | $ 209,474 | |||
Long term | 207,523 | |||
Total deferred revenue, Beginning Balance | 416,997 | |||
Cash payments received | ||||
Net sales recognized | $ (58,476) | $ (59,174) | (117,000) | $ (142,698) |
Total deferred revenue, Ending Balance | 299,997 | 299,997 | ||
Less short term | 131,434 | 131,434 | ||
Long term | $ 168,563 | $ 168,563 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Significant Accounting Policies Details 2Abstract | ||
Shares underlying options outstanding | $ 843,630 | $ 478,850 |
Shares underlying warrants outstanding | 85,250 | 12,750 |
Shares underlying convertible notes outstanding | 2,227,575 | 1,875,000 |
Convertible preferred stock outstanding | 240,000 | 240,000 |
Total | 3,396,455 | 2,606,600 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Feb. 14, 2019 | Dec. 31, 2018 | |
Allowance for doubtful accounts | $ 12,500 | |||||
Advertising costs | $ 30,061 | $ 21,200 | $ 50,564 | $ 42,015 | ||
Research and development expenses | 135,138 | 281,103 | 59,006 | |||
Right to use assets upon adoption of ASC 842 | 307,414 | |||||
Eliminated deferred rent upon adoption of ASC 842 | $ 764 | |||||
Right to use assets | 25,465 | 25,465 | $ 281,949 | |||
Lease liability | 26,229 | $ 26,229 | $ 315,096 | |||
Minimum [Member] | ||||||
Property plant and equipment estimated useful lives | 5 years | |||||
Maximum [Member] | ||||||
Property plant and equipment estimated useful lives | 15 years | |||||
January 1, 2019 [Member] | ||||||
Right to use assets upon adoption of ASC 842 | $ 25,465 | |||||
Eliminated deferred rent upon adoption of ASC 842 | 764 | 764 | ||||
Lease liability upon adoption of ASC 842 | $ 26,229 | $ 26,229 |
GOING CONCERN AND MANAGEMENT'_2
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details Narrative) - USD ($) | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Going Concern And Managements Liquidity Plans | ||||
Cash | $ 4,812,697 | $ 577,010 | $ 279,772 | $ 11,342 |
Working capital deficit | (1,689,269) | |||
Net cash provided by operating activities | (1,224,449) | (954,769) | ||
Proceeds from sale of common stock | 100,000 | $ 150,000 | ||
Subscription receivable | $ 6,000,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Property and equipment, gross | $ 138,151 | $ 70,525 |
Less accumulated depreciation | (31,690) | (26,156) |
Property and equipment, net | 106,461 | 44,369 |
Office Equipment [Member] | ||
Property and equipment, gross | 34,234 | 34,234 |
Computer Equipment [Member] | ||
Property and equipment, gross | 5,544 | 5,544 |
Manufacturing Equipment [Member] | ||
Property and equipment, gross | $ 98,373 | $ 30,747 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Property And Equipment Details Narrative Abstract | ||||
Depreciation expense | $ 3,340 | $ 1,302 | $ 5,534 | $ 4,748 |
LEASE (Details)
LEASE (Details) | Jun. 30, 2019USD ($) |
Lease Details Abstract | |
Total lease liability | $ 303,364 |
Less: short term portion | (43,574) |
Long term portion | $ 259,790 |
LEASE (Details 1)
LEASE (Details 1) | Jun. 30, 2019USD ($) |
Lease Details 1Abstract | |
Nine months ended December 31, 2019 | $ 33,134 |
2020 | 67,392 |
2021 | 69,751 |
2022 | 72,222 |
2023 and beyond | 132,313 |
Less: Present value discount | (71,448) |
Lease liability | $ 303,364 |
LEASE (Details 2)
LEASE (Details 2) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Lease Details 2Abstract | |
Operating lease expense | $ 62,797 |
Short-term lease expense | |
Variable lease expense | |
Total lease expense | $ 62,797 |
LEASE (Details 3)
LEASE (Details 3) | Jun. 30, 2019 |
Lease Details 3Abstract | |
Weighted-average remaining lease term | 5 years 3 months 4 days |
Weighted-average discount rate | 8.00% |
LEASE (Details Narrative)
LEASE (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended |
Feb. 14, 2019 | Jun. 30, 2019 | |
Lease Details Narrative Abstract | ||
Lease commencement date | Jul. 1, 2016 | |
Lease expiration date | Jun. 30, 2019 | |
Right to use assets | $ 281,949 | $ 25,465 |
Lease liability | $ 315,096 | 26,229 |
Deferred rent | 764 | |
Total lease expense | $ 62,797 | |
Extension of lease term description | the Company extended the term of its lease for an additional 63 months beginning July 1, 2019 (at expiry of the original lease). The extended term expires on September 30, 2024. The extended lease has escalating payments from $5,522 per month to $6,552 per month. |
INTELLECTUAL PROPERTY_ LICENS_2
INTELLECTUAL PROPERTY/ LICENSING RIGHTS (Details Narrative) - USD ($) | Oct. 12, 2018 | Aug. 20, 2018 |
Naltrexone Implant Formulation [Member] | Australia from Trinity Compound Solutions [Member] | ||
Aggregate purchase price, value | $ 236,000 | |
Aggregate purchase price, Shares | 10,000 | |
Naltrexone Implant Formulation [Member] | New Zealand from Trinity Compound Solutions [Member] | ||
Aggregate purchase price, value | $ 236,000 | |
Aggregate purchase price, Shares | 20,000 | |
Therakine, Ltd. [Member] | ||
Patent acquired | $ 15,200 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Accounts Payable And Accrued Expenses Details Abstract | ||
Accounts payable | $ 485,277 | $ 656,354 |
Interest payable on notes payable | 1,050,994 | 898,234 |
Deferred rent | 764 | |
Accounts payable and accrued expenses | $ 1,536,271 | $ 1,554,652 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Dec. 12, 2018 | Jul. 26, 2019 | Nov. 15, 2018 | Jul. 26, 2018 | Jan. 26, 2018 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Unsecured promissory notes | $ 275,000 | |||||||||
Interest rate | 8.00% | |||||||||
Common stock, shares issued | 2,500 | 100,000 | 3,057,848 | 3,057,848 | 2,471,863 | 2,597,347 | 2,440,863 | |||
Warrants issued | 5,000 | |||||||||
Warrant exercise price per share | $ 20 | |||||||||
Principal and interest due date | Jul. 26, 2018 | |||||||||
Common stock issued in connection with note payable extension, Shares | 1,000 | |||||||||
Common stock issued in connection with note payable extension, Amount | $ 25,500 | |||||||||
Debt discount | $ 144,661 | $ 60,387 | 764,222 | $ 759,587 | ||||||
Default debt | $ 125,000 | |||||||||
Expected life | 3 years | |||||||||
Minimum [Member] | ||||||||||
Expected life | 1 year | |||||||||
Volatility | 176.31% | 176.31% | ||||||||
Risk free rate | 2.78% | |||||||||
Stock price | $ 7.20 | $ 7.20 | ||||||||
Maximum [Member] | ||||||||||
Volatility | 177.01% | 177.01% | ||||||||
Risk free rate | 2.91% | |||||||||
Stock price | $ 7.30 | $ 7.30 | ||||||||
Note 2 [Member] | ||||||||||
Unsecured promissory notes | $ 250,000 | |||||||||
Interest rate | 8.00% | |||||||||
Promissory notes issued | $ 275,000 | |||||||||
Proceeds received | 250,000 | |||||||||
Original issuance discount | $ 25,000 | |||||||||
Note 1 [Member] | ||||||||||
Interest expense | 10,000 | |||||||||
Unsecured promissory notes | $ 250,000 | |||||||||
Interest rate | 8.00% | |||||||||
Promissory notes issued | $ 275,000 | |||||||||
Proceeds received | 250,000 | |||||||||
Original issuance discount | $ 25,000 | |||||||||
Notes payable [Member] | ||||||||||
Common stock issued in connection with note payable extension, Shares | 1,000 | 100,000 | ||||||||
Common stock issued in connection with note payable extension, Amount | $ 7,500 | |||||||||
Debt discount | $ 25,500 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Mar. 03, 2017 | Jun. 10, 2016 | Nov. 15, 2018 | Jan. 26, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Amortization of debt discount | $ 144,661 | $ 60,387 | $ 764,222 | $ 759,587 | ||||
Interest expense | $ 583,308 | $ 480,132 | $ 1,097,476 | 942,923 | ||||
Interest rate | 8.00% | |||||||
BICX Holding Company LLC [Member] | ||||||||
Convertible promissory note | $ 2,500,000 | $ 4,160,000 | ||||||
Convertible promissory note description | Note was subsequently amended and is convertible into 42.43% of the Company’s total authorized common stock and the Company received additional investment of $1,660,000 from the holder. The note will be convertible into a fixed number of shares of common stock equal to 42.43% (2,227,575 shares) of the total authorized common stock as of March 3, 2017 (closing). | |||||||
Maturity period | Mar. 3, 2020 | |||||||
Interest rate | 8.00% |
NOTES PAYABLE-RELATED PARTY (De
NOTES PAYABLE-RELATED PARTY (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jan. 22, 2013 | Jun. 30, 2019 | Dec. 31, 2018 | |
Outstanding principal balance on issuance of promissory note | $ 163,610 | $ 163,610 | |
Unsecured promissory notes | 275,000 | ||
Mr Emry [Member] | |||
Unsecured promissory notes | $ 200,000 | ||
Maturity date | Jan. 1, 2018 | ||
Interest rate | 12.00% | ||
February 1, 2015 [Member] | Mr Emry [Member] | |||
Principal payments (monthly) | $ 6,650 | ||
Kent Emry [Member] | |||
Due from related party | 1,500 | 1,500 | |
Scott Carley [Member] | |||
Due from related party | $ 21,480 | $ 21,480 |
ROYALTY OBLIGATIONS, NET (Detai
ROYALTY OBLIGATIONS, NET (Details Narrative) | 6 Months Ended |
Jun. 30, 2019 | |
Royalty Obligations Net Details Narrative Abstract | |
Royalty agreements description | (i) Each party would purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in the aggregate amount of $3,000,000 at a purchase price of $15.00 per share (the “Purchase Price”), for a total of 200,000 shares of Common Stock; and (ii) the Company shall pay each (a) a total of $37.50 from the gross revenue derived from each of its weight loss treatments sold in the United States starting on the first (1st) day that the first unit of the treatment is sold (the “Initial Sales Date”) and ending on the third (3rd) anniversary of the Initial Sales Date; and (b) a total of $25.00 from the gross revenue derived from each of its weight loss treatments sold in the United States starting on the day following the third (3rd) anniversary of the Initial Sales Date and ending on the fifteenth (15th) anniversary of the Initial Sales Date (the “Royalty”). |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||||||||
Feb. 28, 2019 | Jan. 22, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 30, 2018 | Nov. 15, 2018 | May 10, 2018 | May 09, 2018 | Jan. 26, 2018 | Dec. 31, 2017 | |
Preferred stock, shares authorized | 600,000 | 600,000 | |||||||||
Common stock exchange description | As a result, 259,984,655 shares of the Company’s common stock were exchanged for 2,599,847 shares of the Company’s common stock. | ||||||||||
Reverse stock split | The ratio of 1 share for every 100 shares of common stock. | ||||||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 750,600,000 | 525,000,000 | |||||||
Common stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Common stock, shares issued | 3,057,848 | 2,471,863 | 2,597,347 | 2,500 | 100,000 | 2,440,863 | |||||
Common Stock, shares outstanding | 3,057,848 | 2,471,863 | 2,597,347 | 2,440,863 | |||||||
Common stock shares issued for services, shares | 33,588 | 7,500 | |||||||||
Common stock shares issued for services, value | $ 147,650 | $ 111,410 | |||||||||
Common stock issued for distribution agreement | 10,000 | ||||||||||
Common stock issued in connection with note payable extension, Shares | 1,000 | ||||||||||
Common stock issued in connection with note payable extension, Amount | $ 25,500 | ||||||||||
Common stock shares issued during the period | 12,500 | ||||||||||
Proceeds from issuance of common stock | $ 100,000 | $ 150,000 | |||||||||
Common stock subscriptions, value | $ 100,000 | $ 1,150,000 | |||||||||
Common stock subscriptions, shares | 22,222 | 57,500 | |||||||||
Warrants issued | 57,500 | ||||||||||
Exercised price | $ 1 | ||||||||||
Common stock issued for interest, shares | 3,842 | ||||||||||
Common stock issued for interest, value | $ 21,000 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Preferred stock, shares authorized | 80,000 | 80,000 | |||||||||
Preferred stock, shares issued | 80,000 | 80,000 | |||||||||
Preferred stock, shares outstanding | 80,000 | 80,000 | |||||||||
Convertible preferred stock description | Each share of Series A preferred stock is entitled to one thousand (1,000) votes and is convertible into one share of common stock. 30,000 shares of Series A Preferred Stock were owned by management. | ||||||||||
Series B Preferred Stock [Member] | |||||||||||
Preferred stock, shares authorized | 160,000 | 160,000 | |||||||||
Preferred stock, shares issued | 160,000 | 160,000 | 160,000 | ||||||||
Preferred stock, shares outstanding | 160,000 | 160,000 | 160,000 | ||||||||
Convertible preferred stock description | Each share of Series B stock is entitled to two thousand (2,000) votes and is convertible into one share of common stock. 120,000 shares of Series B Preferred Stock were owned by management | ||||||||||
Royalty Agreement [Member] | |||||||||||
Common stock, shares issued | 400,000 |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details) | 6 Months Ended |
Jun. 30, 2019 | |
Expected term (years) | 3 years |
Expected dividends | 0.00% |
Minimum [Member] | |
Risk-free interest rate | 2.36% |
Expected term (years) | 1 year |
Expected volatility | 99.85% |
Maximum [Member] | |
Risk-free interest rate | 2.58% |
Expected volatility | 143.11% |
STOCK OPTIONS AND WARRANTS (D_2
STOCK OPTIONS AND WARRANTS (Details1) | 6 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | |
Number of Shares | |
Outstanding, Beginning | 791,850 |
Grants | 53,280 |
Exercised | |
Expired | (1,500) |
Outstanding, Ending | 843,630 |
Exercisable at End of Year | 802,967 |
Weighted Average Exercise Price | |
Outstanding, Beginning | $ / shares | $ 8.09 |
Grants | $ / shares | 6.52 |
Expired | $ / shares | 20 |
Outstanding, Ending | $ / shares | 7.98 |
Exercisable at End of Year | $ / shares | $ 8.05 |
Weighted Average Remaining Contractual Term | |
Outstanding, Beginning | 7 years 8 months 12 days |
Grants | 2 years 10 months 25 days |
Outstanding at End of Year | 7 years |
Exercisable at End of Year | 7 years 1 month 6 days |
Aggregate Intrinsic Value | |
Outstanding, Beginning | $ | $ 1,188,065 |
Grants | $ | |
Expired | $ | |
Outstanding at End of Year | $ | 740,128 |
Exercisable at End of Year | $ | $ 740,128 |
STOCK OPTIONS AND WARRANTS (D_3
STOCK OPTIONS AND WARRANTS (Details 2) | 6 Months Ended |
Jun. 30, 2019shares | |
Exercisable number of options | 802,967 |
Stock Options [Member] | |
Number of options | 843,630 |
Weighted average remaining life in years | 7 years |
Exercisable number of options | 802,967 |
0.01-2.50 [Member] | |
Number of options | 330,350 |
Weighted average remaining life in years | 7 years |
Exercisable number of options | 330,350 |
2.51-5.00 [Member] | |
Number of options | 35,000 |
Weighted average remaining life in years | 1 year 1 month 6 days |
Exercisable number of options | 35,000 |
5.01 And Up [Member] | |
Number of options | 478,280 |
Weighted average remaining life in years | 7 years 4 months 24 days |
Exercisable number of options | 437,617 |
STOCK OPTIONS AND WARRANTS (D_4
STOCK OPTIONS AND WARRANTS (Details 3) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Number exercisable | 802,967 |
Warrant [Member] | |
Exercise Prices | $ / shares | |
Number outstanding | 85,250 |
Weighted average remaining contractual life | 1 year 8 months 2 days |
Number exercisable | 85,250 |
Warrant [Member] | 20.00 [Member] | |
Exercise Prices | $ / shares | $ 20 |
Number outstanding | 10,000 |
Weighted average remaining contractual life | 2 years 5 months 1 day |
Weighted average exercise price | $ / shares | $ 20 |
Number exercisable | 10,000 |
Weighted average remaining contractual life, Exercisable | 2 years 5 months 1 day |
Warrant [Member] | 25.00 [Member] | |
Exercise Prices | $ / shares | $ 25 |
Number outstanding | 12,750 |
Weighted average remaining contractual life | 7 days |
Weighted average exercise price | $ / shares | $ 25 |
Number exercisable | 12,750 |
Weighted average remaining contractual life, Exercisable | 7 days |
Warrant [Member] | 100.00 [Member] | |
Exercise Prices | $ / shares | $ 100 |
Number outstanding | 62,500 |
Weighted average remaining contractual life | 1 year 10 months 21 days |
Weighted average exercise price | $ / shares | $ 100 |
Number exercisable | 62,500 |
Weighted average remaining contractual life, Exercisable | 1 year 10 months 21 days |
Warrant [Member] | 79.40 [Member] | |
Weighted average exercise price | $ / shares | $ 79.40 |
Number exercisable | 85,250 |
Weighted average remaining contractual life, Exercisable | 1 year 8 months 2 days |
STOCK OPTIONS AND WARRANTS (D_5
STOCK OPTIONS AND WARRANTS (Details 4) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Number of Shares | |
Outstanding, Beginning | 791,850 |
Issued | 53,280 |
Exercised | |
Expired | (1,500) |
Outstanding, Ending | 843,630 |
Weighted Average Exercise Price | |
Outstanding, Beginning | $ / shares | $ 8.09 |
Issued | $ / shares | 6.52 |
Expired/Canceled | $ / shares | 20 |
Outstanding, Ending | $ / shares | $ 7.98 |
Warrant [Member] | |
Number of Shares | |
Outstanding, Beginning | 85,250 |
Issued | |
Exercised | |
Expired | |
Outstanding, Ending | 85,250 |
Weighted Average Exercise Price | |
Outstanding, Beginning | $ / shares | $ 79.40 |
Issued | $ / shares | |
Exercised | $ / shares | |
Expired/Canceled | $ / shares | |
Outstanding, Ending | $ / shares | $ 79.40 |
STOCK OPTIONS AND WARRANTS (D_6
STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Stock compensation expense | $ 703,114 | $ 78,535 | $ 1,653,929 | $ 448,800 |
Stock compensation expense unamortized | $ 163,874 | |||
Weighted average remaining life | 10 months 15 days | |||
Option grants | 53,280 | |||
2018 Equity Incentive Plan [Member] | ||||
Stock option desscription | On May 15, 2018, the Board of Directors approved and adopted the BioCorRx Inc. 2018 Equity Incentive Plan (2018 Stock Option Plan) under which an aggregate of 450,000 shares may be issued. The plan shall terminate ten years after the plan’s adoption by the board of directors. The company has granted an aggregate of 368,280 stock options. | |||
Option grantable | 81,720 | |||
Option expired | 1,500 | |||
2016 Equity Incentive Plan [Member] | ||||
Stock option desscription | On June 15, 2016, our board of Directors authorized and approved the adoption of the Equity Incentive Plan effective June 15, 2016 (2016 Equity Incentive Plan) under which an aggregate of 656,250 shares may be issued. The plan shall terminate ten years after the plan’s adoption by the board of directors. We granted an aggregate of 330,350 stock options. | |||
Option grantable | 325,900 | |||
Equity Incentive Plan 2014 [Member] | ||||
Stock option desscription | On November 13, 2014, our Board of Directors authorized and approved the adoption of the Plan effective November 13, 2014 (2014 Stock Option Plan) under which an aggregate of 20% (290,879 shares) of the issued and outstanding shares may be issued. The plan shall terminate ten years after the plan’s adoption by the board of directors. We granted an aggregate 146,500 stock options. | |||
Option grantable | 144,379 | |||
Consultant [Member] | ||||
Option grants | 53,280 | |||
Option grants value | $ 233,111 | |||
Stock Options [Member] | ||||
Intrinsic value of the vested stock options price | $ 4.25 | $ 4.25 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Jul. 28, 2016 | |
Unpaid balance | $ 0 | $ 0 | ||||
Proceeds from royalty | 3,000,000 | |||||
Related party payables | 196,642 | 196,642 | $ 32,318 | |||
Common stock shares issued during the period | 12,500 | |||||
FFE [Member] | ||||||
Monthly remuneration | 14,583 | 14,583 | ||||
Consulting fees | 43,750 | $ 40,798 | 87,500 | $ 80,798 | ||
Unpaid balance | 0 | $ 0 | 0 | |||
Director [Member] | ||||||
Common stock shares issued during the period | 12,086 | |||||
BioCorRx Pharmaceuticals, Inc [Member] | ||||||
Ownership percentage hold by former officers | 24.20% | |||||
Ownership percentage hold by company | 75.80% | |||||
Mr. Tom Welch, VP of Operations [Member] | ||||||
Monthly remuneration | 12,500 | $ 12,500 | ||||
Consulting fees | 37,500 | 75,000 | ||||
Unpaid balance | 0 | 0 | 0 | |||
Soupface LLC [Member] | ||||||
Monthly remuneration | 15,833 | 15,833 | ||||
Compensation for services | 15,583 | |||||
Consulting fees | 47,500 | 43,750 | 95,000 | 87,500 | ||
Unpaid balance | 0 | |||||
PARS [Member] | ||||||
Monthly remuneration | 14,583 | 14,583 | ||||
Consulting fees | 0 | $ 0 | 0 | $ 0 | ||
Unpaid balance | $ 0 | $ 0 | $ 32,318 |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Concentration risk, percentage | 26.00% | 37.00% | |||
Sales Revenue [Member] | |||||
Concentration risk, percentage | 80.00% | 81.00% | |||
Accounts Receivable [Member] | |||||
Concentration risk, percentage | 93.00% | ||||
Customer One [Member] | Sales Revenue [Member] | |||||
Concentration risk, percentage | 13.00% | 14.00% | 19.00% | 20.00% | |
Customer One [Member] | Accounts Receivable [Member] | |||||
Concentration risk, percentage | 44.00% | ||||
Customer Two [Member] | Sales Revenue [Member] | |||||
Concentration risk, percentage | 13.00% | 25.00% | 18.00% | 28.00% | |
Customer Three [Member] | Sales Revenue [Member] | |||||
Concentration risk, percentage | 21.00% | 17.00% | |||
Customer Four [Member] | Sales Revenue [Member] | |||||
Concentration risk, percentage | 20.00% | 16.00% | |||
Customers Two [Member] | Accounts Receivable [Member] | |||||
Concentration risk, percentage | 17.00% | ||||
Customers Three [Member] | Accounts Receivable [Member] | |||||
Concentration risk, percentage | 32.00% |
NON CONTROLLING INTEREST (Detai
NON CONTROLLING INTEREST (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Net loss attributable to the non-controlling interest | $ 1,427 | $ 45 | $ 1,455 | $ 45 |
Non-Controlling Interest | ||||
Net loss | $ (5,900) | $ (184) | $ (6,014) | $ (184) |
Average Non-controlling interest percentage of profit/losses | 24.20% | 24.20% | 24.20% | 24.20% |
Net loss attributable to the non-controlling interest | $ 1,427 | $ (45) | $ (1,455) | $ (45) |
NON CONTROLLING INTEREST (Det_2
NON CONTROLLING INTEREST (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Non Controlling Interest Details 1Abstract | ||||
Beginning Balance | $ (72,487) | |||
Net loss attributable to the non-controlling interest | $ (1,427) | $ (45) | (1,455) | (45) |
Ending Balance | $ (73,942) | $ (45) | $ (73,942) | $ (45) |
NON CONTROLLING INTEREST (Det_3
NON CONTROLLING INTEREST (Details Narrative) - USD ($) | Jun. 30, 2019 | Jul. 28, 2016 |
BioCorRx Pharmaceuticals, Inc [Member] | ||
Ownership percentage hold by former officers | 24.20% | |
Ownership percentage hold by company | 75.80% | |
BioCorRx Pharmaceuticals, Inc [Member] | ||
Licensing rights, carrying value | $ 250,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Jul. 15, 2019 | Dec. 10, 2015 | Jul. 31, 2019 | May 30, 2019 | Mar. 28, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Nov. 20, 2015 | Oct. 19, 2015 |
Consulting and scientific advisory board agreement description | : (i) two advisory board members shall be issued common stock equivalent to $5,000 the last day of such quarter when meetings are held (ii) one consultant shall receive common stock equivalent to $6,250 on the last day of each month and (ii) one consultant shall receive a renumeration amount of $10,000-$12,000 per month with an earn out potential of 1% of the Company’s majority owned subsidiary, BioCorRx Pharmaceuticals based on certain factors. | |||||||||
Common stock shares issued for services | 33,588 | 7,500 | ||||||||
Lease expiry date | Jun. 30, 2019 | |||||||||
Lucido Subscription and Royalty Agreement [Member] | ||||||||||
Subscription and royalty agreement description | Pursuant to the Lucido Subscription and Royalty Agreement: (i) Mr. Lucido purchased shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in the aggregate amount of $3,000,000 at a purchase price of $15.00 per share (the “Purchase Price”), for a total of 200,000 shares of Common Stock; and (ii) the Company shall pay Lucido (a) a total of $37.50 from the gross revenue derived from each of its weight loss treatments sold in the United States starting on the first (1st) day that the first unit of the treatment is sold (the “Initial Sales Date”) and ending on the third (3rd) anniversary of the Initial Sales Date; and (b) a total of $25.00 from the gross revenue derived from each of its weight loss treatments sold in the United States starting on the day following the third (3rd) anniversary of the Initial Sales Date and ending on the fifteenth (15th) anniversary of the Initial Sales Date (the “Royalty”) | |||||||||
Description for the use of proceeds under agreement | The Company will use no less than 65% of the proceeds of the aggregate Purchase Price of the Lucido Subscription and Royalty Agreement exclusively to develop, launch and expand the Company’s weight loss program (the “Business”) including sales and marketing activities directly related to the Business, and shall be free to use up to 35% of the aggregate Purchase Price of the Lucido Subscription and Royalty Agreement for general working capital and administration, and for further product development. With the prior written consent of Mr. Lucido, the Company may use more than 35% of the aggregate Purchase Price for general working capital and administration, and for further product development | |||||||||
Soupface [Member] | ||||||||||
Compensation for services | $ 15,833 | |||||||||
Alpine Creek Capital Partners LLC [Member] | ||||||||||
Total royalty payable | $ 405,000 | |||||||||
Deposit amount | $ 55,000 | |||||||||
Cancellation of secured promissory note | $ 55,000 | |||||||||
Payables to the Company | 295,000 | 96,120 | $ 96,120 | |||||||
Payables to Alpine Creek | $ 1,215,000 | $ 27,800 | ||||||||
Payable commitment description | In the event that the Company has not paid Alpine Creek $1,215,000 within 24 months of the Effective Date, then the Company shall continue to pay Alpine Creek fifty percent (50%) for each Treatment following the Effective Date until the Company has paid Alpine Creek an aggregate of $1,620,000, with the exception of treatments conducted in certain territories | On any other proprietary implant distribution, that excludes the “treatment”, for alcohol and opioid addiction and for which no other payment is due, the Company shall pay 2.5% of the Company’s gross profit for implant distribution not to exceed $100 per sale. | ||||||||
Payable per treatment sold | $ 100 | |||||||||
Profit holding percentage | 50.00% | |||||||||
Galligan Subscription and Royalty Agreemen [Member] | ||||||||||
Shares issued | 200,000 | |||||||||
Galligan Subscription and Royalty Agreemen [Member] | April 1, 2019 [Member] | ||||||||||
Development and expansion expenses amount | $ 3,000,000 | |||||||||
Charles River [Member] | ||||||||||
Consideration amount | $ 2,760,000 | |||||||||
Lucido [Member] | ||||||||||
Shares issued | 200,000 | |||||||||
Mr. Tom Welch [Member] | ||||||||||
Compensation for services | 12,500 | |||||||||
Mr. Kent Emry [Member] | March 1, 2019 [Member] | ||||||||||
Compensation for services | 15,000 | |||||||||
Common stock issuable value | 5,000 | |||||||||
Ms. Lourdes Felix [Member] | March 1, 2019 [Member] | ||||||||||
Compensation for services | 15,000 | |||||||||
Common stock issuable value | 5,000 | |||||||||
Mr. Brady Granier [Member] | March 1, 2019 [Member] | ||||||||||
Compensation for services | 15,000 | |||||||||
Common stock issuable value | 5,000 | |||||||||
Mr. Louis Lucido [Member] | March 1, 2019 [Member] | ||||||||||
Compensation for services | 15,000 | |||||||||
Common stock issuable value | 5,000 | |||||||||
Ms. Luisa Ingargiola [Member] | March 1, 2019 [Member] | ||||||||||
Compensation for services | 15,000 | |||||||||
Common stock issuable value | $ 5,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Common stock shares issued for services | 1,658 | |||||||||
Lease expiry date | Nov. 30, 2024 | |||||||||
Lease monthly rent | $ 11,018 | |||||||||
Lease monthly rent escalation description | The extended lease has escalating payments from $9,505 per month to $11,018 per month. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jul. 15, 2019 | Jul. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2018 |
Common stock shares issued for services | 33,588 | 7,500 | ||
Lease expiry date | Jun. 30, 2019 | |||
Subsequent Event [Member] | ||||
Common stock shares issued for services | 1,658 | |||
Lease expiry date | Nov. 30, 2024 | |||
Lease monthly rent | $ 11,018 | |||
Lease monthly rent escalation description | The extended lease has escalating payments from $9,505 per month to $11,018 per month. |