Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 03, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-53497 | |
Entity Registrant Name | VIVOS INC | |
Entity Central Index Key | 0001449349 | |
Entity Tax Identification Number | 80-0138937 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 719 Jadwin Avenue | |
Entity Address, City or Town | Richland | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 99352 | |
City Area Code | (509) | |
Local Phone Number | 736-4000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 370,541,528 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 1,412,440 | $ 1,706,065 |
Accounts receivable | 11,000 | |
Prepaid expenses | 49,275 | 25,671 |
Total Current Assets | 1,461,715 | 1,742,736 |
TOTAL ASSETS | 1,461,715 | 1,742,736 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 48,989 | 81,692 |
Total Current Liabilities | 48,989 | 81,692 |
Total Liabilities | 48,989 | 81,692 |
Commitments and contingencies | ||
STOCKHOLDERS’ EQUITY | ||
Common stock, par value, $0.001, 950,000,000 shares authorized, 362,541,528 and 362,541,528 issued and outstanding, respectively | 362,541 | 362,541 |
Additional paid in capital - common stock | 71,217,954 | 71,217,954 |
Accumulated deficit | (79,804,346) | (79,556,028) |
Total Stockholders’ Equity | 1,412,726 | 1,661,044 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 1,461,715 | 1,742,736 |
Series A Convertible Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock value | 2,071 | 2,071 |
Additional paid in capital - Convertible preferred stock | 8,842,458 | 8,842,458 |
Series B Convertible Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock value | 200 | 200 |
Additional paid in capital - Convertible preferred stock | 290,956 | 290,956 |
Series C Convertible Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock value | 385 | 385 |
Additional paid in capital - Convertible preferred stock | $ 500,507 | $ 500,507 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 950,000,000 | 950,000,000 |
Common stock, shares issued | 362,541,528 | 362,541,528 |
Common stock, shares outstanding | 362,541,528 | 362,541,528 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 2,071,007 | 2,071,007 |
Preferred stock, shares outstanding | 2,071,007 | 2,071,007 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 200,363 | 200,363 |
Preferred stock, shares outstanding | 200,363 | 200,363 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 385,302 | 385,302 |
Preferred stock, shares outstanding | 385,302 | 385,302 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues, net | $ 6,000 | $ 13,000 |
Cost of Goods Sold | (7,536) | (3,000) |
Gross (loss) profit | (1,536) | 10,000 |
OPERATING EXPENSES | ||
Professional fees, including stock-based compensation | 84,216 | 577,037 |
Payroll expenses | 72,508 | 70,787 |
Research and development | 46,375 | 72,569 |
General and administrative expenses | 43,683 | 37,100 |
Total Operating Expenses | 246,782 | 757,493 |
OPERATING LOSS | (248,318) | (747,493) |
NON-OPERATING INCOME (EXPENSE) | ||
Gain on debt extinguishment | 47,588 | |
Total Non-Operating Income (Expenses) | 47,588 | |
NET LOSS BEFORE PROVISION FOR INCOME TAXES | (248,318) | (699,905) |
Provision for income taxes | ||
NET LOSS | $ (248,318) | $ (699,905) |
Net loss per share - basic and diluted | $ 0 | $ 0 |
Weighted average common shares outstanding | 362,541,528 | 343,614,022 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Additional Paid-In Capital - Series A Preferred [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Preferred Stock [Member] Additional Paid-In Capital - Series B Preferred [Member] | Preferred Stock [Member] Series C Preferred Stock [Member] | Preferred Stock [Member] Additional Paid-In Capital - Series C Preferred [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning Balance, value at Dec. 31, 2021 | $ 2,071 | $ 8,842,458 | $ 200 | $ 290,956 | $ 385 | $ 500,507 | $ 343,531 | $ 68,573,142 | $ (77,085,867) | $ 1,467,383 |
Beginning balance, shares at Dec. 31, 2021 | 2,071,007 | 200,363 | 385,302 | 343,530,678 | ||||||
Services | $ 76 | 4,804 | 4,880 | |||||||
Services, shares | 76,250 | |||||||||
Warrant exercises | $ 300 | (300) | ||||||||
Warrant exercises, shares | 299,577 | |||||||||
RSUs granted to consultants that have vested | 450,000 | 450,000 | ||||||||
Net loss for the period | (699,905) | (699,905) | ||||||||
Ending balance, shares at Mar. 31, 2022 | 2,071,007 | 200,363 | 385,302 | 343,906,505 | ||||||
Ending Balance, value at Mar. 31, 2022 | $ 2,071 | 8,842,458 | $ 200 | 290,956 | $ 385 | 500,507 | $ 343,907 | 69,027,646 | (77,785,772) | 1,222,358 |
Beginning Balance, value at Dec. 31, 2022 | $ 2,071 | 8,842,458 | $ 200 | 290,956 | $ 385 | 500,507 | $ 362,541 | 71,217,954 | (79,556,028) | 1,661,044 |
Beginning balance, shares at Dec. 31, 2022 | 2,071,007 | 200,363 | 385,302 | 362,541,528 | ||||||
Net loss for the period | (248,318) | (248,318) | ||||||||
Ending balance, shares at Mar. 31, 2023 | 2,071,007 | 200,363 | 385,302 | 362,541,528 | ||||||
Ending Balance, value at Mar. 31, 2023 | $ 2,071 | $ 8,842,458 | $ 200 | $ 290,956 | $ 385 | $ 500,507 | $ 362,541 | $ 71,217,954 | $ (79,804,346) | $ 1,412,726 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOW FROM OPERTING ACTIVIITES | ||
Net loss | $ (248,318) | $ (699,905) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Common stock, stock options and warrants for services | 4,880 | |
RSUs issued for services | 450,000 | |
(Gain) on conversion of debt | (47,588) | |
Changes in assets and liabilities | ||
Accounts receivable | 11,000 | (13,000) |
Prepaid expenses and other assets | (23,604) | (44,873) |
Accounts payable and accrued expenses | (32,703) | (33,812) |
Total adjustments | (45,307) | 315,607 |
Net cash used in operating activities | (293,625) | (384,298) |
NET DECREASE IN CASH | (293,625) | (384,298) |
CASH - BEGINNING OF PERIOD | 1,706,065 | 1,606,123 |
CASH - END OF PERIOD | 1,412,440 | 1,221,825 |
CASH PAID DURING THE PERIOD FOR: | ||
Interest expense | ||
Income taxes | ||
SUPPLEMENTAL INFORMATION - NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued in cashless exercise of warrants | $ 300 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The accompanying condensed financial statements of Vivos Inc. (the “ Company Business Overview The Company was incorporated under the laws of Delaware on December 23, 1994 as Savage Mountain Sports Corporation (“ SMSC 950,000,000 0.001 20,000,000 0.001 Our principal place of business is located at 719 Jadwin Avenue, Richland, WA 99352. Our telephone number is (509) 736-4000. Our corporate website address is http://www.radiogel.com. Our common stock is currently quoted on the OTC Pink Marketplace under the symbol “RDGL.” The Company is a radiation oncology medical device company engaged in the development of its yttrium-90 based brachytherapy device, RadioGel ™ In January 2018, the Center for Veterinary Medicine Product Classification Group ruled that RadioGel ™ FDA ® Based on the FDA’s recommendation, RadioGel ™ ® ® ® ™ ® ™ ® ™” ® ® IsoPet Solutions The Company’s IsoPet Solutions division was established in May 2016 to focus on the veterinary oncology market, namely engagement of university veterinarian hospital to develop the detailed therapy procedures to treat animal tumors and ultimately use of the technology in private clinics. The Company has worked with three different university veterinarian hospitals on IsoPet ® ® The dogs were treated for canine soft tissue sarcoma. Response evaluation criteria in solid tumors (“ RECIST The testing at the University of Missouri met its objective to demonstrate the safety of IsoPet ® ® The effectiveness of IsoPet ® ® The Company anticipates that future profits, if any, will be derived from direct sales of RadioGel ™ ® ® Commencing in July 2019, the Company recognized its first commercial sale of IsoPet ® ® Our plan is to incorporate the data assembled from our work with Isopet ® ™ FDA ™ ™ ™ Y-90 half-life of 2.7 days, the radioactivity drops to 5% of its original value after ten days The Company modified its Indication for Use from skin cancel to cancerous tissue or solid tumors pathologically associated with locoregional papillary thyroid carcinoma and recurrent papillary thyroid carcinoma having discernable tumors associated with metastatic lymph nodes or extranodal disease in patients who are not surgical candidates or who have declined surgery, or patients who require post-surgical remnant ablation (for example, after prior incomplete radioiodine therapy). Papillary thyroid carcinoma belongs to the general class of head and neck tumors for which tumors are accessible by intraoperative direct needle injection. The Company’s Medical Advisory Board felt that demonstrating efficacy in clinical trials was much easier with this new indication. Intellectual Property Our original license with Battelle National Laboratory is reached its end of life in 2022. During the past several years, in anticipation of this we have expanded our proprietary knowledge, our trademark and patent protection. Our RadioGel trademark protection is in 17 countries. We have expanded our trademark protection from RadioGel to now include IsoPet. We obtained the International Certificate of Registration for ISOPET, which is the first step to file in several countries . The Company received the Patent Cooperation Treaty (“PCT”) International Search Report on our patent application (No.1811.191). Seven of our claims were immediately ruled as having novelty, inventive step and industrial applicability. This gives us the basis to extend for many years the patent protection for our proprietary Yttrium-90 phosphate particles utilized in Isopet ® Our patent team filed our particle patent in more than ten patent offices that collectively cover 63 countries throughout the world. We filed a continuation-in-part applications number 1774054 in the USA to expand the claims on our particle patent. The US Patent office recently gave us the Notice of Allowance for our patent to produce our yttrium phosphate microparticles, US Patent Application Serial No: 16-459,466. We also filed an amendment to correct the wording on our claims at make them consistent with the USE claims. Ref: 4207-0005; European Patent Application NO. 20 834 229.5; VIVOS INC; Our Ref: FS/53791. We filed a hydrogel utility patent in the USA (16309:17/943,311) and internationally (16389:PCT/US22/4374) based on the last eighteen months of development work to optimize our hydrogel component. These include reducing the polymer production time and increasing the output by a factor of three. We have also further reduced the level of trace contaminants to be well below the FDA guidelines. We filed a provisional patent (Serial Number 63436562) to protect our innovative improvements in our shipping container, our vial shield, our syringe shield, and our Peltier chiller. Our objectives were to reduce shipping costs, decrease radiation exposure, and enhance sterility. These devices will be preferentially used at Mayo Clinics for human clinical studies at and our IsoPet regional treatment centers. We anticipate that Precison Radionuclide Therapy will become increasingly important in the future and expand to other isotope and other indications for use. Therefore, we filed an alternate particle utility patent (Serial number 18/152,137). Vivos Inc will focus its near-term effort on the Yttrium-90 therapy, which we believe is the best beta emitter; however, we leveraged our hydrogel utility patent to incorporate other promising isotopes and compounds for a range of future applications. This includes gamma and alpha particle emitters. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has suffered recurring losses and used significant cash in support of its operating activities and the Company’s cash position is not sufficient to support the Company’s operations. Research and development of the Company’s brachytherapy product line has been funded with proceeds from the sale of equity and debt securities as well as a series of grants. The Company requires funding of approximately $ 2.5 The Company completed its reverse stock split which was approved by FINRA and went effective on June 28, 2019. The Company’s stock offering under Regulation A+ was qualified by the Securities and Exchange Commission (“SEC”) on June 3, 2020. A second Regulation A+ was qualified by the SEC on September 15, 2021 to raise capital for 50,000,000 0.10 5,000,000 1,200,000 0.08 15,000,000 20,000,000 20,000 3,800,000 5,000,000 640,000 8,000,000 2,665,000 8,000,000 The Company’s Regulation A+’s raised approximately $ 5,200,000 For the animal therapy market: ● Fund the effort to communicate the benefits of IsoPet® to the veterinary community and the pet parents. ● Conduct additional clinical studies to generate more data for the veterinary community ● Subsidize some IsoPet ® ● Assist new regional clinics with their license and certification training. For the human market: ● Enhance the pedigree of the Quality Management System. ● Complete the previously defined pre-clinical testing and additional testing on an animal model closely aligned with our revised indication for use. Report the results to the FDA in a pre-submission meeting. ● Use the feedback from that meeting to write the IDE (Investigational Device Exemption), which is required to initiate clinical trials. Research and development of the Company’s brachytherapy product line has been funded with proceeds from the sale of equity and debt securities. The Company may require additional funding of approximately $ 2.5 million annually to maintain current operating activities. Over the next 12 to 48 months, the Company believes it will cost approximately $9 million to: (1) fund the FDA approval process to conduct human clinical trials, (2) conduct Phase I, pilot, clinical trials, (3) activate several regional clinics to administer IsoPet ® . The proceeds to be raised from the recent qualified Regulation A+ will be used to continue to fund this development. The continued deployment of the brachytherapy products and a worldwide regulatory approval effort will require additional resources and personnel. The principal variables in the timing and amount of spending for the brachytherapy products in the next 12 to 24 months will be the FDA’s classification of the Company’s brachytherapy products as Class II or Class III devices (or otherwise) and any requirements for additional studies which may possibly include clinical studies. Thereafter, the principal variables in the amount of the Company’s spending and its financing requirements would be the timing of any approvals and the nature of the Company’s arrangements with third parties for manufacturing, sales, distribution and licensing of those products and the products’ success in the U.S. and elsewhere. The Company intends to fund its activities through strategic transactions such as licensing and partnership agreements or from proceeds to be raised from the recent qualified Regulation A+. Following receipt of required regulatory approvals and financing, in the U.S., the Company intends to outsource material aspects of manufacturing, distribution, sales and marketing. Outside of the U.S., the Company intends to pursue licensing arrangements and/or partnerships to facilitate its global commercialization strategy. In the longer-term, subject to the Company receiving adequate funding, regulatory approval for RadioGel ™ Based on the Company’s financial history since inception, the Company’s independent registered public accounting firm has expressed substantial doubt as to the Company’s ability to continue as a going concern. The Company has limited revenue, nominal cash, and has accumulated deficits since inception. If the Company cannot obtain sufficient additional capital, the Company will be required to delay the implementation of its business strategy and may not be able to continue operations. The Company has been impacted from the effects of COVID-19. The Company’s headquarters are in Northeast Washington however there focus of the animal therapy market has been the Northwestern sector of the United States. The Company continues their marketing to the animal therapy market and attempt to increase the exposure to their product and generate revenue accordingly. As of March 31, 2023, the Company has $ 1,412,440 There is no guarantee that the Company will be able to raise additional funds or to do so at an advantageous price. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The Company plans to seek additional funding to maintain its operations through debt and equity financing and to improve operating performance through a focus on strategic products and increased efficiencies in business processes and improvements to the cost structure. There is no assurance that the Company will be successful in its efforts to raise additional working capital or achieve profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates the Company considers include criteria for stock-based compensation expense, and valuation allowances on deferred tax assets. Actual results could differ from those estimates. Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these financial statements so as to conform to current period classifications. Cash Equivalents For the purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. The Company occasionally maintains cash balances in excess of the FDIC insured limit. The Company does not consider this risk to be material. Fair Value of Financial Instruments Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2023 and December 31, 2022, the balances reported for cash, prepaid expenses, accounts receivable, accounts payable, and accrued expenses, approximate the fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Accounting Standards Codification (“ ASC Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company measures certain financial instruments including options and warrants issued during the period at fair value on a recurring basis. Fixed Assets Fixed assets are carried at the lower of cost or net realizable value. Production equipment with a cost of $ 2,500 1,500 Depreciation is computed using the straight-line method over the following estimated useful lives: SCHEDULE OF DEPRECIATION ESTIMATED USEFUL LIFE Production equipment: 3 7 Office equipment: 2 5 Furniture and fixtures: 2 5 Leasehold improvements and capital lease assets are amortized over the shorter of the life of the lease or the estimated life of the asset. Management of the Company reviews the net carrying value of all of its equipment on an asset by asset basis whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. These reviews consider the net realizable value of each asset, as measured in accordance with the preceding paragraph, to determine whether impairment in value has occurred, and the need for any asset impairment write-down. License Fees License fees are stated at cost, less accumulated amortization. Amortization of license fees is computed using the straight-line method over the estimated economic useful life of the assets. The Battelle Memorial Institute licensing contract is completed. Patents and Intellectual Property While patents are being developed or pending, they are not being amortized. Management has determined that the economic life of the patents to be ten years and amortization, over such 10 The Company evaluates the recoverability of intangible assets, including patents and intellectual property on a continual basis. Several factors are used to evaluate intangibles, including, but not limited to, management’s plans for future operations, recent operating results and projected and expected undiscounted future cash flows. There have been no such capitalized costs in the three months ended March 31, 2023 and 2022, respectively. However, a patent was filed on July 1, 2019 (No. 1811.191) filed by Michael Korenko and David Swanberg and assigned to the Company based on the Company’s proprietary particle manufacturing process. The timing of this filing was important given the Company’s plans to make IsoPet ® Revenue Recognition In May 2014, the Financial Accounting Standards Board (“F ASB ASU Under ASC 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to preform respective obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable. The adoption of ASC 606 did not have an impact on the Company’s operations or cash flows. The Company recognized revenue as they (i) identified the contracts with each customer; (ii) identified the performance obligation in each contract; (iii) determined the transaction price in each contract; (iv) were able to allocate the transaction price to the performance obligations in the contract; and (v) recognized revenue upon the satisfaction of the performance obligation. Upon the sales of the product to complete the procedures on the animals, the Company recognized revenue as that was considered the performance obligation. All revenue recognized in the three months ended March 31, 2023 and 2022 relate to consulting income with respect to the IsoPet ® Loss Per Share The Company accounts for its loss per common share by replacing primary and fully diluted earnings per share with basic and diluted earnings per share. Basic loss per share is computed by dividing loss available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period, and does not include the impact of any potentially dilutive common stock equivalents since the impact would be anti-dilutive. The computation of diluted earnings per share is similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued. For the given periods of loss, of the periods ended in the three months ended March 31, 2023 and 2022, the basic earnings per share equals the diluted earnings per share. The following represent common stock equivalents that could be dilutive in the future as of March 31, 2023 and December 31, 2022, which include the following: SCHEDULE OF DILUTIVE EARNINGS PER SHARE March 31, 2023 December 31, 2022 Preferred stock 9,909,570 9,909,570 Restricted stock units 25,362,500 25,362,500 Common stock options 2,252,809 2,252,809 Common stock warrants 15,500,000 26,737,500 Total potential dilutive securities 53,024,879 64,762,379 Research and Development Costs Research and developments costs, including salaries, research materials, administrative expenses and contractor fees, are charged to operations as incurred. The cost of equipment used in research and development activities which has alternative uses is capitalized as part of fixed assets and not treated as an expense in the period acquired. Depreciation of capitalized equipment used to perform research and development is classified as research and development expense in the year computed. The Company incurred $ 46,375 72,569 Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred except for the cost of tradeshows which are deferred until the tradeshow occurs. During the three months ended March 31, 2023 and 2022, the Company incurred nominal advertising and marketing costs. Contingencies In the ordinary course of business, the Company is involved in legal proceedings involving contractual and employment relationships, product liability claims, patent rights, and a variety of other matters. The Company records contingent liabilities resulting from asserted and unasserted claims against it, when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. The Company discloses contingent liabilities when there is a reasonable possibility that the ultimate loss will exceed the recorded liability. Estimated probable losses require analysis of multiple factors, in some cases including judgments about the potential actions of third-party claimants and courts. Therefore, actual losses in any future period are inherently uncertain. The Company has entered into various agreements that require them to pay certain fees to consultants and/or employees that have been fully accrued for as of March 31, 2023 and December 31, 2022. Income Taxes To address accounting for uncertainty in tax positions, the Company clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company also provides guidance on de-recognition, measurement, classification, interest, and penalties, accounting in interim periods, disclosure and transition. The Company files income tax returns in the U.S. federal jurisdiction. The Company did not have any tax expense for the three months ended March 31, 2023 and 2022. The Company did not have any deferred tax liability or asset on its balance sheets on March 31, 2023 and December 31, 2022. Interest costs and penalties related to income taxes, if any, will be classified as interest expense and general and administrative costs, respectively, in the Company’s financial statements. For the three months ended March 31, 2023 and 2022, the Company did not recognize any interest or penalty expense related to income taxes. The Company believes that it is not reasonably possible for the amounts of unrecognized tax benefits to significantly increase or decrease within the next twelve months Stock-Based Compensation The Company recognizes compensation costs under FASB ASC Topic 718, Compensation – Stock Compensation and ASU 2018-07. Companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. Recent Accounting Pronouncements In August, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company has determined that this pronouncement does not have a material impact on its financial statements. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 2: RELATED PARTY TRANSACTIONS Preferred and Common Shares Issued to Officers and Directors In June 2021, the Company’s Chief Executive Officer exercised 2,500,000 60,000 375,000 100,000 8,120,152 16,000,000 150,000 91,304 75,000 22,266 76,250 4,880 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 3: STOCKHOLDERS’ EQUITY Common Stock The Company has 950,000,000 0.001 362,541,528 362,541,528 Preferred Stock As of March 31, 2023 and December 31, 2022, the Company has 20,000,000 0.001 On October 8, 2018 the Company created out of the shares of Preferred Stock, par value $ 0.001 5,000,000 On March 27, 2019 the Company created out of the shares of Preferred Stock, par value $ 0.001 5,000,000 Series A Convertible Preferred Stock (“Series A Convertible Preferred”) In June 2015, the Series A Certificate of Designation was filed with the Delaware Secretary of State to designate 2.5 2,500,000 5,000,000 Liquidation Preference 5.00 Dividends Conversion Series A Conversion Shares 4.00 In the event the Company completes an equity or equity-based public offering, registered with the SEC, resulting in gross proceeds to the Company totaling at least $ 5.0 Redemption Subject to certain conditions set forth in the Series A Certificate of Designation, in the event of a Change of Control (defined in the Series A Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series A Convertible Preferred shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series A Convertible Preferred in cash at a price per share of Series A Convertible Preferred equal to 100 Voting Rights Holders of Series A Convertible Preferred are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of five (5) votes for every Series A Conversion Share issuable upon conversion of such holder’s outstanding shares of Series A Convertible Preferred. However, the Series A Conversion Shares, when issued, will have all the same voting rights as other issued and outstanding common stock of the Company, and none of the rights of the Series A Convertible Preferred. Liquidation Liquidation Certain Price and Share Adjustments a) Stock Dividends and Stock Splits b) Merger or Reorganization Series B Convertible Preferred Stock (“Series B Convertible Preferred”) In October 2018, the Series B Certificate of Designation was filed with the Delaware Secretary of State to designate 5.0 Liquidation Preference 1.00 Dividends Conversion Series B Conversion Shares 0.08 Redemption Subject to certain conditions set forth in the Series B Certificate of Designation, in the event of a Change of Control (defined in the Series B Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series B Convertible Preferred shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series B Convertible Preferred in cash at a price per share of Series B Convertible Preferred equal to 100 Voting Rights Holders of Series B Convertible Preferred are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of two (2) votes for every Series B Conversion Share issuable upon conversion of such holder’s outstanding shares of Series B Convertible Preferred. However, the Series B Conversion Shares, when issued, will have all the same voting rights as other issued and outstanding common stock of the Company, and none of the rights of the Series A Convertible Preferred Liquidation Liquidation Certain Price and Share Adjustments a) Stock Dividends and Stock Splits b) Merger or Reorganization Series C Convertible Preferred Stock (“Series C Convertible Preferred”) In March 2019, the Series C Certificate of Designation was filed with the Delaware Secretary of State to designate 5.0 Liquidation Preference 1.00 Dividends Conversion Series C Conversion Shares 0.08 The Series C Convertible Preferred will only be convertible at any time after the date that the Company shall have amended its Certificate of Incorporation to increase the number of shares of common stock authorized for issuance thereunder or effect a reverse stock split of the outstanding shares of common stock by a sufficient amount to permit the conversion of all Series C Convertible Preferred into shares of common stock (“ Authorized Share Approval Initial Convertibility Date Conversion Rights Redemption Subject to certain conditions set forth in the Series C Certificate of Designation, in the event of a Change of Control (defined in the Series C Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series C Convertible Preferred shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series C Convertible Preferred in cash at a price per share of Series C Convertible Preferred equal to 100 Voting Rights Holders of Series C Convertible Preferred are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of thirty-two (32) votes for every Series C Conversion Share issuable upon conversion of such holder’s outstanding shares of Series C Convertible Preferred. However, the Series C Conversion Shares, when issued, will have all the same voting rights as other issued and outstanding common stock of the Company, and none of the rights of the Series C Convertible Preferred Liquidation Liquidation Certain Price and Share Adjustments a) Stock Dividends and Stock Splits b) Merger or Reorganization Common and Preferred Stock Issuances – 2023 There were no Common and Preferred Stock Issuances - 2022 In March 2022, the Company issued 299,577 825,000 76,250 4,880 90 |
COMMON STOCK OPTIONS, WARRANTS
COMMON STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
COMMON STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS | NOTE 4: COMMON STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS Common Stock Options The Company recognizes in the financial statements compensation related to all stock-based awards, including stock options and warrants, based on their estimated grant-date fair value. The Company has estimated expected forfeitures and is recognizing compensation expense only for those awards expected to vest. All compensation is recognized by the time the award vests. The following schedule summarizes the changes in the Company’s stock options: SCHEDULE OF CHANGES IN STOCK OPTION Weighted Weighted Options Outstanding Average Average Number Exercise Remaining Aggregate Exercise Of Price Contractual Intrinsic Price Shares Per Share Life Value Per Share Balance at December 31, 2021 2,252,809 $ 0.024 0.04 7.70 $ 83,992 $ 0.04 Options granted - $ - - $ - Options exercised - $ - - $ - Options expired/canceled - $ - - $ - Balance at December 31, 2022 2,252,809 $ 0.024 0.04 6.70 $ 16,032 $ 0.04 Exercisable at December 31, 2022 2,252,809 $ 0.024 0.04 6.70 $ 16,032 $ 0.04 Balance at December 31, 2022 2,252,809 $ 0.024 0.04 6.70 $ 16,032 $ 0.04 Options granted - $ - - $ - Options exercised - $ - - $ - Options expired/canceled - $ - - $ - Balance at March 31, 2023 2,252,809 $ 0.024 0.04 6.45 $ 73,704 $ 0.04 Exercisable at March 31, 2023 2,252,809 $ 0.024 0.04 6.45 $ 73,704 $ 0.04 During the three months ended March 31, 2023 and 2022, the Company recognized $ 0 0 Common Stock Warrants The following schedule summarizes the changes in the Company’s stock warrants: SCHEDULE OF CHANGES IN STOCK WARRANTS Warrants Outstanding Weighted Weighted Number Of Exercise Remaining Contractual Aggregate Exercise Balance at December 31, 2021 31,862,500 $ 0.04 0.10 1.02 $ 538,875 $ 0.07 Warrants granted 20,000,000 $ 0.01 0.08 2.50 $ 0.0725 Warrants exercised (4,158,333 ) $ - - $ Warrants expired/cancelled (20,966,667 ) $ - - $ Balance at December 31, 2022 26,737,500 $ 0.08 0.10 1.52 $ - $ 0.09 Exercisable at December 31, 2022 26,737,500 $ 0.06 0.10 1.52 $ - $ 0.09 Warrants granted - $ - - - $ - Warrants exercised - $ - - - $ - Warrants expired/cancelled (11,237,500 ) $ - - - $ - Balance at March 31, 2023 15,500,000 $ 0.06 0.08 2.23 $ 5,000 $ 0.0794 Exercisable at March 31, 2023 15,500,000 $ 0.06 0.08 2.23 $ 5,000 $ 0.0794 Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each option/warrant is estimated using the Black-Scholes valuation model. The following assumptions were used for the periods as follows: SCHEDULE OF ASSUMPTIONS USED IN FAIR VALUE MEASUREMENT Three Months Ended Year Ended March 31, 2023 December 31, 2022 Expected term - .5 3 Expected volatility - % 66 % Expected dividend yield - - Risk-free interest rate - % 3 % In March 2022 the Company issued 299,577 825,000 Restricted Stock Units The following schedule summarizes the changes in the Company’s restricted stock units: SCHEDULE OF CHANGES IN RESTRICTED STOCK UNITS Number Weighted Of Grant Date Shares Fair Value Balance at December 31, 2021 25,262,500 $ 0.08 RSU’s granted 100,000 $ 0.082 RSU’s vested (15,100,000 ) $ - RSU’s forfeited - $ - Balance at December 31, 2022 10,262,500 $ 0.08 RSUs granted - $ - RSUs vested - $ - Balance at March 31, 2023 10,262,500 $ 0.08 During the three months ended March 31, 2023 and 2022, the Company recognized $ 0 450,000 1,055,400 On February 3, 2022, 5,000,000 450,000 |
COMMITMENT
COMMITMENT | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENT | NOTE 5: COMMITMENT On June 4, 2019, the Company entered into an Executive Employment Agreement (“Employment Agreement”) with Dr. Michael K. Korenko, the Company’s Chief Executive Officer. The employment term under the Employment Agreement commenced with an effective date of June 11, 2019 and expires on December 31, 2020, and December 31 of each successive year if the Employment Agreement is extended, unless terminated earlier as set forth in the Employment Agreement. The Company on December 31, 2020 extended this agreement through December 31, 2021 while renegotiating terms of a new Employment Agreement. On May 3, 2021, the Company and the Chief Executive Officer agreed the terms of a new Employment Agreement with an effective date of January 1, 2021 that has a term of three years and expires December 31, 2023. Under the terms of the Employment Agreement, the Company shall pay to Dr. Korenko a base compensation of $ 225,000 7,500 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 6: SUBSEQUENT EVENTS In April 2023, the Company issued 8,000,000 2,665,000 0.01 8,000,000 0.10 640,000 10,665 On May 1, 2023, the Company granted 2,600,000 25% 25% 25% 25% |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Business Overview | Business Overview The Company was incorporated under the laws of Delaware on December 23, 1994 as Savage Mountain Sports Corporation (“ SMSC 950,000,000 0.001 20,000,000 0.001 Our principal place of business is located at 719 Jadwin Avenue, Richland, WA 99352. Our telephone number is (509) 736-4000. Our corporate website address is http://www.radiogel.com. Our common stock is currently quoted on the OTC Pink Marketplace under the symbol “RDGL.” The Company is a radiation oncology medical device company engaged in the development of its yttrium-90 based brachytherapy device, RadioGel ™ In January 2018, the Center for Veterinary Medicine Product Classification Group ruled that RadioGel ™ FDA ® Based on the FDA’s recommendation, RadioGel ™ ® ® ® ™ ® ™ ® ™” ® ® |
IsoPet Solutions | IsoPet Solutions The Company’s IsoPet Solutions division was established in May 2016 to focus on the veterinary oncology market, namely engagement of university veterinarian hospital to develop the detailed therapy procedures to treat animal tumors and ultimately use of the technology in private clinics. The Company has worked with three different university veterinarian hospitals on IsoPet ® ® The dogs were treated for canine soft tissue sarcoma. Response evaluation criteria in solid tumors (“ RECIST The testing at the University of Missouri met its objective to demonstrate the safety of IsoPet ® ® The effectiveness of IsoPet ® ® The Company anticipates that future profits, if any, will be derived from direct sales of RadioGel ™ ® ® Commencing in July 2019, the Company recognized its first commercial sale of IsoPet ® ® Our plan is to incorporate the data assembled from our work with Isopet ® ™ FDA ™ ™ ™ Y-90 half-life of 2.7 days, the radioactivity drops to 5% of its original value after ten days The Company modified its Indication for Use from skin cancel to cancerous tissue or solid tumors pathologically associated with locoregional papillary thyroid carcinoma and recurrent papillary thyroid carcinoma having discernable tumors associated with metastatic lymph nodes or extranodal disease in patients who are not surgical candidates or who have declined surgery, or patients who require post-surgical remnant ablation (for example, after prior incomplete radioiodine therapy). Papillary thyroid carcinoma belongs to the general class of head and neck tumors for which tumors are accessible by intraoperative direct needle injection. The Company’s Medical Advisory Board felt that demonstrating efficacy in clinical trials was much easier with this new indication. |
Intellectual Property | Intellectual Property Our original license with Battelle National Laboratory is reached its end of life in 2022. During the past several years, in anticipation of this we have expanded our proprietary knowledge, our trademark and patent protection. Our RadioGel trademark protection is in 17 countries. We have expanded our trademark protection from RadioGel to now include IsoPet. We obtained the International Certificate of Registration for ISOPET, which is the first step to file in several countries . The Company received the Patent Cooperation Treaty (“PCT”) International Search Report on our patent application (No.1811.191). Seven of our claims were immediately ruled as having novelty, inventive step and industrial applicability. This gives us the basis to extend for many years the patent protection for our proprietary Yttrium-90 phosphate particles utilized in Isopet ® Our patent team filed our particle patent in more than ten patent offices that collectively cover 63 countries throughout the world. We filed a continuation-in-part applications number 1774054 in the USA to expand the claims on our particle patent. The US Patent office recently gave us the Notice of Allowance for our patent to produce our yttrium phosphate microparticles, US Patent Application Serial No: 16-459,466. We also filed an amendment to correct the wording on our claims at make them consistent with the USE claims. Ref: 4207-0005; European Patent Application NO. 20 834 229.5; VIVOS INC; Our Ref: FS/53791. We filed a hydrogel utility patent in the USA (16309:17/943,311) and internationally (16389:PCT/US22/4374) based on the last eighteen months of development work to optimize our hydrogel component. These include reducing the polymer production time and increasing the output by a factor of three. We have also further reduced the level of trace contaminants to be well below the FDA guidelines. We filed a provisional patent (Serial Number 63436562) to protect our innovative improvements in our shipping container, our vial shield, our syringe shield, and our Peltier chiller. Our objectives were to reduce shipping costs, decrease radiation exposure, and enhance sterility. These devices will be preferentially used at Mayo Clinics for human clinical studies at and our IsoPet regional treatment centers. We anticipate that Precison Radionuclide Therapy will become increasingly important in the future and expand to other isotope and other indications for use. Therefore, we filed an alternate particle utility patent (Serial number 18/152,137). Vivos Inc will focus its near-term effort on the Yttrium-90 therapy, which we believe is the best beta emitter; however, we leveraged our hydrogel utility patent to incorporate other promising isotopes and compounds for a range of future applications. This includes gamma and alpha particle emitters. |
Going Concern | Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has suffered recurring losses and used significant cash in support of its operating activities and the Company’s cash position is not sufficient to support the Company’s operations. Research and development of the Company’s brachytherapy product line has been funded with proceeds from the sale of equity and debt securities as well as a series of grants. The Company requires funding of approximately $ 2.5 The Company completed its reverse stock split which was approved by FINRA and went effective on June 28, 2019. The Company’s stock offering under Regulation A+ was qualified by the Securities and Exchange Commission (“SEC”) on June 3, 2020. A second Regulation A+ was qualified by the SEC on September 15, 2021 to raise capital for 50,000,000 0.10 5,000,000 1,200,000 0.08 15,000,000 20,000,000 20,000 3,800,000 5,000,000 640,000 8,000,000 2,665,000 8,000,000 The Company’s Regulation A+’s raised approximately $ 5,200,000 For the animal therapy market: ● Fund the effort to communicate the benefits of IsoPet® to the veterinary community and the pet parents. ● Conduct additional clinical studies to generate more data for the veterinary community ● Subsidize some IsoPet ® ● Assist new regional clinics with their license and certification training. For the human market: ● Enhance the pedigree of the Quality Management System. ● Complete the previously defined pre-clinical testing and additional testing on an animal model closely aligned with our revised indication for use. Report the results to the FDA in a pre-submission meeting. ● Use the feedback from that meeting to write the IDE (Investigational Device Exemption), which is required to initiate clinical trials. Research and development of the Company’s brachytherapy product line has been funded with proceeds from the sale of equity and debt securities. The Company may require additional funding of approximately $ 2.5 million annually to maintain current operating activities. Over the next 12 to 48 months, the Company believes it will cost approximately $9 million to: (1) fund the FDA approval process to conduct human clinical trials, (2) conduct Phase I, pilot, clinical trials, (3) activate several regional clinics to administer IsoPet ® . The proceeds to be raised from the recent qualified Regulation A+ will be used to continue to fund this development. The continued deployment of the brachytherapy products and a worldwide regulatory approval effort will require additional resources and personnel. The principal variables in the timing and amount of spending for the brachytherapy products in the next 12 to 24 months will be the FDA’s classification of the Company’s brachytherapy products as Class II or Class III devices (or otherwise) and any requirements for additional studies which may possibly include clinical studies. Thereafter, the principal variables in the amount of the Company’s spending and its financing requirements would be the timing of any approvals and the nature of the Company’s arrangements with third parties for manufacturing, sales, distribution and licensing of those products and the products’ success in the U.S. and elsewhere. The Company intends to fund its activities through strategic transactions such as licensing and partnership agreements or from proceeds to be raised from the recent qualified Regulation A+. Following receipt of required regulatory approvals and financing, in the U.S., the Company intends to outsource material aspects of manufacturing, distribution, sales and marketing. Outside of the U.S., the Company intends to pursue licensing arrangements and/or partnerships to facilitate its global commercialization strategy. In the longer-term, subject to the Company receiving adequate funding, regulatory approval for RadioGel ™ Based on the Company’s financial history since inception, the Company’s independent registered public accounting firm has expressed substantial doubt as to the Company’s ability to continue as a going concern. The Company has limited revenue, nominal cash, and has accumulated deficits since inception. If the Company cannot obtain sufficient additional capital, the Company will be required to delay the implementation of its business strategy and may not be able to continue operations. The Company has been impacted from the effects of COVID-19. The Company’s headquarters are in Northeast Washington however there focus of the animal therapy market has been the Northwestern sector of the United States. The Company continues their marketing to the animal therapy market and attempt to increase the exposure to their product and generate revenue accordingly. As of March 31, 2023, the Company has $ 1,412,440 There is no guarantee that the Company will be able to raise additional funds or to do so at an advantageous price. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The Company plans to seek additional funding to maintain its operations through debt and equity financing and to improve operating performance through a focus on strategic products and increased efficiencies in business processes and improvements to the cost structure. There is no assurance that the Company will be successful in its efforts to raise additional working capital or achieve profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates the Company considers include criteria for stock-based compensation expense, and valuation allowances on deferred tax assets. Actual results could differ from those estimates. |
Financial Statement Reclassification | Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these financial statements so as to conform to current period classifications. |
Cash Equivalents | Cash Equivalents For the purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. The Company occasionally maintains cash balances in excess of the FDIC insured limit. The Company does not consider this risk to be material. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2023 and December 31, 2022, the balances reported for cash, prepaid expenses, accounts receivable, accounts payable, and accrued expenses, approximate the fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Accounting Standards Codification (“ ASC Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company measures certain financial instruments including options and warrants issued during the period at fair value on a recurring basis. |
Fixed Assets | Fixed Assets Fixed assets are carried at the lower of cost or net realizable value. Production equipment with a cost of $ 2,500 1,500 Depreciation is computed using the straight-line method over the following estimated useful lives: SCHEDULE OF DEPRECIATION ESTIMATED USEFUL LIFE Production equipment: 3 7 Office equipment: 2 5 Furniture and fixtures: 2 5 Leasehold improvements and capital lease assets are amortized over the shorter of the life of the lease or the estimated life of the asset. Management of the Company reviews the net carrying value of all of its equipment on an asset by asset basis whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. These reviews consider the net realizable value of each asset, as measured in accordance with the preceding paragraph, to determine whether impairment in value has occurred, and the need for any asset impairment write-down. |
License Fees | License Fees License fees are stated at cost, less accumulated amortization. Amortization of license fees is computed using the straight-line method over the estimated economic useful life of the assets. The Battelle Memorial Institute licensing contract is completed. |
Patents and Intellectual Property | Patents and Intellectual Property While patents are being developed or pending, they are not being amortized. Management has determined that the economic life of the patents to be ten years and amortization, over such 10 The Company evaluates the recoverability of intangible assets, including patents and intellectual property on a continual basis. Several factors are used to evaluate intangibles, including, but not limited to, management’s plans for future operations, recent operating results and projected and expected undiscounted future cash flows. There have been no such capitalized costs in the three months ended March 31, 2023 and 2022, respectively. However, a patent was filed on July 1, 2019 (No. 1811.191) filed by Michael Korenko and David Swanberg and assigned to the Company based on the Company’s proprietary particle manufacturing process. The timing of this filing was important given the Company’s plans to make IsoPet ® |
Revenue Recognition | Revenue Recognition In May 2014, the Financial Accounting Standards Board (“F ASB ASU Under ASC 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to preform respective obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable. The adoption of ASC 606 did not have an impact on the Company’s operations or cash flows. The Company recognized revenue as they (i) identified the contracts with each customer; (ii) identified the performance obligation in each contract; (iii) determined the transaction price in each contract; (iv) were able to allocate the transaction price to the performance obligations in the contract; and (v) recognized revenue upon the satisfaction of the performance obligation. Upon the sales of the product to complete the procedures on the animals, the Company recognized revenue as that was considered the performance obligation. All revenue recognized in the three months ended March 31, 2023 and 2022 relate to consulting income with respect to the IsoPet ® |
Loss Per Share | Loss Per Share The Company accounts for its loss per common share by replacing primary and fully diluted earnings per share with basic and diluted earnings per share. Basic loss per share is computed by dividing loss available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period, and does not include the impact of any potentially dilutive common stock equivalents since the impact would be anti-dilutive. The computation of diluted earnings per share is similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued. For the given periods of loss, of the periods ended in the three months ended March 31, 2023 and 2022, the basic earnings per share equals the diluted earnings per share. The following represent common stock equivalents that could be dilutive in the future as of March 31, 2023 and December 31, 2022, which include the following: SCHEDULE OF DILUTIVE EARNINGS PER SHARE March 31, 2023 December 31, 2022 Preferred stock 9,909,570 9,909,570 Restricted stock units 25,362,500 25,362,500 Common stock options 2,252,809 2,252,809 Common stock warrants 15,500,000 26,737,500 Total potential dilutive securities 53,024,879 64,762,379 |
Research and Development Costs | Research and Development Costs Research and developments costs, including salaries, research materials, administrative expenses and contractor fees, are charged to operations as incurred. The cost of equipment used in research and development activities which has alternative uses is capitalized as part of fixed assets and not treated as an expense in the period acquired. Depreciation of capitalized equipment used to perform research and development is classified as research and development expense in the year computed. The Company incurred $ 46,375 72,569 |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred except for the cost of tradeshows which are deferred until the tradeshow occurs. During the three months ended March 31, 2023 and 2022, the Company incurred nominal advertising and marketing costs. |
Contingencies | Contingencies In the ordinary course of business, the Company is involved in legal proceedings involving contractual and employment relationships, product liability claims, patent rights, and a variety of other matters. The Company records contingent liabilities resulting from asserted and unasserted claims against it, when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. The Company discloses contingent liabilities when there is a reasonable possibility that the ultimate loss will exceed the recorded liability. Estimated probable losses require analysis of multiple factors, in some cases including judgments about the potential actions of third-party claimants and courts. Therefore, actual losses in any future period are inherently uncertain. The Company has entered into various agreements that require them to pay certain fees to consultants and/or employees that have been fully accrued for as of March 31, 2023 and December 31, 2022. |
Income Taxes | Income Taxes To address accounting for uncertainty in tax positions, the Company clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company also provides guidance on de-recognition, measurement, classification, interest, and penalties, accounting in interim periods, disclosure and transition. The Company files income tax returns in the U.S. federal jurisdiction. The Company did not have any tax expense for the three months ended March 31, 2023 and 2022. The Company did not have any deferred tax liability or asset on its balance sheets on March 31, 2023 and December 31, 2022. Interest costs and penalties related to income taxes, if any, will be classified as interest expense and general and administrative costs, respectively, in the Company’s financial statements. For the three months ended March 31, 2023 and 2022, the Company did not recognize any interest or penalty expense related to income taxes. The Company believes that it is not reasonably possible for the amounts of unrecognized tax benefits to significantly increase or decrease within the next twelve months |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation costs under FASB ASC Topic 718, Compensation – Stock Compensation and ASU 2018-07. Companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company has determined that this pronouncement does not have a material impact on its financial statements. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF DEPRECIATION ESTIMATED USEFUL LIFE | Depreciation is computed using the straight-line method over the following estimated useful lives: SCHEDULE OF DEPRECIATION ESTIMATED USEFUL LIFE Production equipment: 3 7 Office equipment: 2 5 Furniture and fixtures: 2 5 |
SCHEDULE OF DILUTIVE EARNINGS PER SHARE | The following represent common stock equivalents that could be dilutive in the future as of March 31, 2023 and December 31, 2022, which include the following: SCHEDULE OF DILUTIVE EARNINGS PER SHARE March 31, 2023 December 31, 2022 Preferred stock 9,909,570 9,909,570 Restricted stock units 25,362,500 25,362,500 Common stock options 2,252,809 2,252,809 Common stock warrants 15,500,000 26,737,500 Total potential dilutive securities 53,024,879 64,762,379 |
COMMON STOCK OPTIONS, WARRANT_2
COMMON STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF CHANGES IN STOCK OPTION | The following schedule summarizes the changes in the Company’s stock options: SCHEDULE OF CHANGES IN STOCK OPTION Weighted Weighted Options Outstanding Average Average Number Exercise Remaining Aggregate Exercise Of Price Contractual Intrinsic Price Shares Per Share Life Value Per Share Balance at December 31, 2021 2,252,809 $ 0.024 0.04 7.70 $ 83,992 $ 0.04 Options granted - $ - - $ - Options exercised - $ - - $ - Options expired/canceled - $ - - $ - Balance at December 31, 2022 2,252,809 $ 0.024 0.04 6.70 $ 16,032 $ 0.04 Exercisable at December 31, 2022 2,252,809 $ 0.024 0.04 6.70 $ 16,032 $ 0.04 Balance at December 31, 2022 2,252,809 $ 0.024 0.04 6.70 $ 16,032 $ 0.04 Options granted - $ - - $ - Options exercised - $ - - $ - Options expired/canceled - $ - - $ - Balance at March 31, 2023 2,252,809 $ 0.024 0.04 6.45 $ 73,704 $ 0.04 Exercisable at March 31, 2023 2,252,809 $ 0.024 0.04 6.45 $ 73,704 $ 0.04 |
SCHEDULE OF CHANGES IN STOCK WARRANTS | The following schedule summarizes the changes in the Company’s stock warrants: SCHEDULE OF CHANGES IN STOCK WARRANTS Warrants Outstanding Weighted Weighted Number Of Exercise Remaining Contractual Aggregate Exercise Balance at December 31, 2021 31,862,500 $ 0.04 0.10 1.02 $ 538,875 $ 0.07 Warrants granted 20,000,000 $ 0.01 0.08 2.50 $ 0.0725 Warrants exercised (4,158,333 ) $ - - $ Warrants expired/cancelled (20,966,667 ) $ - - $ Balance at December 31, 2022 26,737,500 $ 0.08 0.10 1.52 $ - $ 0.09 Exercisable at December 31, 2022 26,737,500 $ 0.06 0.10 1.52 $ - $ 0.09 Warrants granted - $ - - - $ - Warrants exercised - $ - - - $ - Warrants expired/cancelled (11,237,500 ) $ - - - $ - Balance at March 31, 2023 15,500,000 $ 0.06 0.08 2.23 $ 5,000 $ 0.0794 Exercisable at March 31, 2023 15,500,000 $ 0.06 0.08 2.23 $ 5,000 $ 0.0794 |
SCHEDULE OF ASSUMPTIONS USED IN FAIR VALUE MEASUREMENT | Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each option/warrant is estimated using the Black-Scholes valuation model. The following assumptions were used for the periods as follows: SCHEDULE OF ASSUMPTIONS USED IN FAIR VALUE MEASUREMENT Three Months Ended Year Ended March 31, 2023 December 31, 2022 Expected term - .5 3 Expected volatility - % 66 % Expected dividend yield - - Risk-free interest rate - % 3 % |
SCHEDULE OF CHANGES IN RESTRICTED STOCK UNITS | The following schedule summarizes the changes in the Company’s restricted stock units: SCHEDULE OF CHANGES IN RESTRICTED STOCK UNITS Number Weighted Of Grant Date Shares Fair Value Balance at December 31, 2021 25,262,500 $ 0.08 RSU’s granted 100,000 $ 0.082 RSU’s vested (15,100,000 ) $ - RSU’s forfeited - $ - Balance at December 31, 2022 10,262,500 $ 0.08 RSUs granted - $ - RSUs vested - $ - Balance at March 31, 2023 10,262,500 $ 0.08 |
SCHEDULE OF DEPRECIATION ESTIMA
SCHEDULE OF DEPRECIATION ESTIMATED USEFUL LIFE (Details) | Mar. 31, 2023 |
Minimum [Member] | Production Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of asset | 3 years |
Minimum [Member] | Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of asset | 2 years |
Minimum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of asset | 2 years |
Maximum [Member] | Production Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of asset | 7 years |
Maximum [Member] | Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of asset | 5 years |
Maximum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of asset | 5 years |
SCHEDULE OF DILUTIVE EARNINGS P
SCHEDULE OF DILUTIVE EARNINGS PER SHARE (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential dilutive securities | 53,024,879 | 64,762,379 |
Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential dilutive securities | 9,909,570 | 9,909,570 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential dilutive securities | 25,362,500 | 25,362,500 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential dilutive securities | 2,252,809 | 2,252,809 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potential dilutive securities | 15,500,000 | 26,737,500 |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Oct. 31, 2022 | Jul. 31, 2022 | Sep. 15, 2021 | Apr. 30, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||||
Common stock, shares authorized | 950,000,000 | 950,000,000 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Description of risk exposure | half-life of 2.7 days, the radioactivity drops to 5% of its original value after ten days | |||||||
Current operation activities | $ 2,500,000 | |||||||
Number of shares issued | 15,000,000 | 50,000,000 | ||||||
Share price | $ 0.08 | $ 0.10 | ||||||
Capital raised | $ 5,000,000 | $ 1,200,000 | $ 5,000,000 | |||||
Warrant sold during period | 20,000,000 | |||||||
Warrants outstanding | $ 20,000 | |||||||
Shares issued remaining value | $ 3,800,000 | |||||||
Offering term | Over the next 12 to 48 months, the Company believes it will cost approximately $9 million to: (1) fund the FDA approval process to conduct human clinical trials, (2) conduct Phase I, pilot, clinical trials, (3) activate several regional clinics to administer IsoPet® across the county, (4) create an independent production center within the current production site to create a template for future international manufacturing, and (5) initiate regulatory approval processes outside of the United States | |||||||
Cash on hand | $ 1,412,440 | $ 1,706,065 | ||||||
Production costs | 2,500 | |||||||
Other fixed assets cost | $ 1,500 | |||||||
Economic life of the patent | 10 years | |||||||
Research and development costs | $ 46,375 | $ 72,569 | ||||||
Significant change in unrecognized tax benefits | The Company believes that it is not reasonably possible for the amounts of unrecognized tax benefits to significantly increase or decrease within the next twelve months | |||||||
Maximum [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Proceeds from stock offering | $ 5,200,000 | |||||||
Common Stock [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Number of shares issued | 299,577 | 0 | ||||||
Subsequent Event [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Capital raised | $ 640,000 | |||||||
Subsequent Event [Member] | Series A Warrant [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Number of shares issued | 2,665,000 | |||||||
Subsequent Event [Member] | Series B Warrant [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Number of shares issued | 8,000,000 | |||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Number of shares issued | 8,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | May 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||||
Stock options exercised shares | |||||||
Stock issued for services, value | $ 4,880 | ||||||
Chief Executive Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Rescinded shares | 16,000,000 | 8,120,152 | |||||
Warrants exercised shares | 75,000 | 150,000 | 75,000 | ||||
Series A Convertible Preferred Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Cancelation shares | 100,000 | ||||||
Common Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Cancelation shares | 375,000 | ||||||
Stock issued for services, shares | 76,250 | ||||||
Stock issued for services, value | $ 76 | ||||||
Common Stock [Member] | Chief Executive Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Conversion of stock | 22,266 | 91,304 | |||||
Stock issued for services, shares | 76,250 | ||||||
Stock issued for services, value | $ 4,880 | ||||||
Chief Executive Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock options exercised shares | 2,500,000 | ||||||
Stock options exercised value | $ 60,000 |
SCHEDULE OF CHANGES IN STOCK OP
SCHEDULE OF CHANGES IN STOCK OPTION (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Options Outstanding Begining Balance | 2,252,809 | 2,252,809 | |
Weighted Average Remaining Contractual Life (in years) Outstanding, Ending | 6 years 5 months 12 days | 6 years 8 months 12 days | 7 years 8 months 12 days |
Aggregate Intrinsic Value Outstanding Begining | $ 16,032 | $ 83,992 | |
Weighted Average Exercise Price Per Share Outstanding Beginning | $ 0.04 | $ 0.04 | |
Number of Options granted | |||
Exercise Price Per Share granted | |||
Weighted Average Exercise Price Per Share Options granted | |||
Number of Options exercised | |||
Exercise Price Per Share exercised | |||
Weighted Average Exercise Price Per Share Options exercised | |||
Number of Options expired/cancelled | |||
Exercise Price Per Share expired/cancelled | |||
Weighted Average Exercise Price Per Share Options expired/cancelled | |||
Number of Options Outstanding Ending Balance | 2,252,809 | 2,252,809 | 2,252,809 |
Aggregate Intrinsic Value Outstanding Ending | $ 16,032 | $ 83,992 | |
Weighted Average Exercise Price Per Share Outstanding Ending | $ 0.04 | $ 0.04 | $ 0.04 |
Number of Options Exercisable | 2,252,809 | 2,252,809 | |
Weighted Average Remaining Contractual Life (in years) Exercisable | 6 years 5 months 12 days | 6 years 8 months 12 days | |
Aggregate Intrinsic Value Exercisable | $ 73,704 | $ 16,032 | |
Weighted Average Exercise Price Per Share Exercisable | $ 0.04 | $ 0.04 | |
Minimum [Member] | |||
Weighted Average Exercise Price Per Share Outstanding Begining | 0.024 | 0.024 | |
Weighted Average Exercise Price Per Share Outstanding Ending | 0.024 | 0.024 | 0.024 |
Exercise Price Per Share Exercisable | 0.024 | 0.024 | |
Maximum [Member] | |||
Weighted Average Exercise Price Per Share Outstanding Begining | 0.04 | 0.04 | |
Weighted Average Exercise Price Per Share Outstanding Ending | 0.04 | 0.04 | $ 0.04 |
Exercise Price Per Share Exercisable | $ 0.04 | $ 0.04 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||||||
Jul. 31, 2022 | Sep. 15, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2019 | Oct. 31, 2018 | Jun. 30, 2015 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Mar. 27, 2019 | Oct. 08, 2018 | Mar. 31, 2016 | Mar. 30, 2016 | |
Class of Stock [Line Items] | ||||||||||||||
Common stock, shares authorized | 950,000,000 | 950,000,000 | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||
Common stock, shares outstanding | 362,541,528 | 362,541,528 | ||||||||||||
Common stock, shares issued | 362,541,528 | 362,541,528 | ||||||||||||
Preferred stock shares authorized | 20,000,000 | 20,000,000 | ||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||
Common stock issued, shares | 15,000,000 | 50,000,000 | ||||||||||||
Shares issued for services, value | $ 4,880 | |||||||||||||
Functional adjustment, shares | 90 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock issued, shares | 299,577 | 0 | ||||||||||||
Shares issued for services | 76,250 | |||||||||||||
Shares issued for services, value | $ 76 | |||||||||||||
Common Stock [Member] | Chief Executive Officer [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Shares issued for services | 76,250 | |||||||||||||
Shares issued for services, value | $ 4,880 | |||||||||||||
Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock issued, shares | 0 | |||||||||||||
Warrant [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrants exercise shares | 825,000 | |||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||
Preferred stock, liquidation preference per share | $ 1 | |||||||||||||
Conversion price per share | $ 0.08 | |||||||||||||
Preferred stock redemption, description | Subject to certain conditions set forth in the Series B Certificate of Designation, in the event of a Change of Control (defined in the Series B Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series B Convertible Preferred shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series B Convertible Preferred in cash at a price per share of Series B Convertible Preferred equal to 100% of the Liquidation Preference | |||||||||||||
Redemption percentage | 100% | |||||||||||||
Voting percentage | Holders of Series B Convertible Preferred are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of two (2) votes for every Series B Conversion Share issuable upon conversion of such holder’s outstanding shares of Series B Convertible Preferred. However, the Series B Conversion Shares, when issued, will have all the same voting rights as other issued and outstanding common stock of the Company, and none of the rights of the Series A Convertible Preferred | |||||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||
Preferred stock, liquidation preference per share | $ 1 | |||||||||||||
Conversion price per share | $ 0.08 | |||||||||||||
Preferred stock redemption, description | Subject to certain conditions set forth in the Series C Certificate of Designation, in the event of a Change of Control (defined in the Series C Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series C Convertible Preferred shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series C Convertible Preferred in cash at a price per share of Series C Convertible Preferred equal to 100% of the Liquidation Preference | |||||||||||||
Redemption percentage | 100% | |||||||||||||
Voting percentage | Holders of Series C Convertible Preferred are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of thirty-two (32) votes for every Series C Conversion Share issuable upon conversion of such holder’s outstanding shares of Series C Convertible Preferred. However, the Series C Conversion Shares, when issued, will have all the same voting rights as other issued and outstanding common stock of the Company, and none of the rights of the Series C Convertible Preferred | |||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred stock shares authorized | 2,500,000 | 5,000,000 | 5,000,000 | 5,000,000 | 2,500,000 | |||||||||
Preferred stock, liquidation preference per share | $ 5 | |||||||||||||
Conversion price per share | $ 4 | |||||||||||||
Gross proceeds from preferred stock | $ 5,000,000 | |||||||||||||
Preferred stock redemption, description | Subject to certain conditions set forth in the Series A Certificate of Designation, in the event of a Change of Control (defined in the Series A Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series A Convertible Preferred shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series A Convertible Preferred in cash at a price per share of Series A Convertible Preferred equal to 100% of the Liquidation Preference | |||||||||||||
Redemption percentage | 100% | |||||||||||||
Voting percentage | Holders of Series A Convertible Preferred are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of five (5) votes for every Series A Conversion Share issuable upon conversion of such holder’s outstanding shares of Series A Convertible Preferred. However, the Series A Conversion Shares, when issued, will have all the same voting rights as other issued and outstanding common stock of the Company, and none of the rights of the Series A Convertible Preferred. |
SCHEDULE OF CHANGES IN STOCK WA
SCHEDULE OF CHANGES IN STOCK WARRANTS (Details) - Warrant [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Warrants Outstanding Begining | 26,737,500 | 31,862,500 |
Weighted Average Remaining Contractual Life Warrants Outstanding, Beginning | 1 year 7 days | |
Aggregate Intrinsic Value Outstanding Begining | $ 538,875 | |
Weighted Average Exercise Price Per Share Exercise Price Warrants Begining | $ 0.09 | $ 0.07 |
Number of Shares, Warrants granted | 20,000,000 | |
Exercise Price Per Share Warrants granted | ||
Weighted Average Remaining Contractual Life Warrants Outstanding, Warrants granted | 2 years 6 months | |
Weighted Average Exercise Price Per Share Exercise Price Warrants granted | $ 0.0725 | |
Number of Shares, Warrants exercised | (4,158,333) | |
Exercise Price Per Share Warrants exercised | ||
Number of Shares, Warrants expired/cancelled | (11,237,500) | (20,966,667) |
Exercise Price Per Share Warrants expired/cancelled | ||
Weighted Average Remaining Contractual Life Warrants Outstanding Ending | 2 years 2 months 23 days | 1 year 6 months 7 days |
Number of Shares, Warrants Exercisable Begining | 26,737,500 | |
Weighted Average Remaining Contractual Life Warrants Exercisable | 2 years 2 months 23 days | 1 year 6 months 7 days |
Aggregate Intrinsic Value Exercisable | ||
Weighted Average Exercise Price Per Share Exercise Price Warrants Exercisable | $ 0.09 | |
Number of Shares, Warrants Outstanding Ending | 15,500,000 | 26,737,500 |
Aggregate Intrinsic Value Outstanding Ending | $ 5,000 | |
Weighted Average Exercise Price Per Share Exercise Price Warrants Ending | $ 0.0794 | $ 0.09 |
Number of Shares, Warrants Exercisable Ending | 15,500,000 | 26,737,500 |
Aggregate Intrinsic Value Exercisable | $ 5,000 | |
Weighted Average Exercise Price Per Share Exercise Price Warrants Exercisable | $ 0.0794 | $ 0.09 |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise Price Per Share Warrants Outstanding Begining | 0.08 | 0.04 |
Exercise Price Per Share Warrants granted | 0.01 | |
Exercise Price Per Share Exercisable Begining | 0.06 | |
Exercise Price Per Share Warrants Outstanding Ending | 0.06 | 0.08 |
Exercise Price Per Share Exercisable | 0.06 | 0.06 |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise Price Per Share Warrants Outstanding Begining | 0.10 | 0.10 |
Exercise Price Per Share Warrants granted | 0.08 | |
Exercise Price Per Share Exercisable Begining | 0.10 | |
Exercise Price Per Share Warrants Outstanding Ending | 0.08 | 0.10 |
Exercise Price Per Share Exercisable | $ 0.08 | $ 0.10 |
SCHEDULE OF ASSUMPTIONS USED IN
SCHEDULE OF ASSUMPTIONS USED IN FAIR VALUE MEASUREMENT (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Expected term | ||
Expected volatility | 66% | |
Expected dividend yield | ||
Risk-free interest rate | 3% | |
Minimum [Member] | ||
Expected term | 6 months | |
Maximum [Member] | ||
Expected term | 3 years |
SCHEDULE OF CHANGES IN RESTRICT
SCHEDULE OF CHANGES IN RESTRICTED STOCK UNITS (Details) - Restricted Stock Units [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, RSU's Begining balance | 10,262,500 | 25,262,500 |
Weighted Average Grant Date Fair Value, RSU's Begining balance | $ 0.08 | $ 0.08 |
Number of Shares, RSU's granted | 100,000 | |
Weighted Average Grant Date Fair Value, RSU's granted | $ 0.082 | |
Number of Shares, RSU's vested | (15,100,000) | |
Weighted Average Grant Date Fair Value, RSU's vested | ||
Number of Shares, RSU's forfeited | ||
Weighted Average Grant Date Fair Value, RSU's forfeited | ||
Number of Shares, RSU's Ending balance | 10,262,500 | 10,262,500 |
Weighted Average Grant Date Fair Value, RSU's Ending balance | $ 0.08 | $ 0.08 |
COMMON STOCK OPTIONS, WARRANT_3
COMMON STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Jul. 31, 2022 | Feb. 03, 2022 | Sep. 15, 2021 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Number of shares issued | 15,000,000 | 50,000,000 | ||||
Restricted stock expense vesting | $ 0 | $ 450,000 | ||||
Restricted stock expenses yet to be recognized | $ 1,055,400 | |||||
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Restricted stock vested, shares | 5,000,000 | |||||
Restricted stock vested, value | $ 450,000 | |||||
Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Number of shares issued | 299,577 | 0 | ||||
Warrant [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Number of warrant exercised | 825,000 | |||||
Equity Option [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock based compensation | $ 0 | $ 0 |
COMMITMENT (Details Narrative)
COMMITMENT (Details Narrative) - Employment Agreement [Member] - Dr. Michael K. Korenko [Member] | Jun. 04, 2019 USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Agreement term description | The employment term under the Employment Agreement commenced with an effective date of June 11, 2019 and expires on December 31, 2020, and December 31 of each successive year if the Employment Agreement is extended, unless terminated earlier as set forth in the Employment Agreement. The Company on December 31, 2020 extended this agreement through December 31, 2021 while renegotiating terms of a new Employment Agreement. On May 3, 2021, the Company and the Chief Executive Officer agreed the terms of a new Employment Agreement with an effective date of January 1, 2021 that has a term of three years and expires December 31, 2023. |
Compensation amount | $ 225,000 |
Discretionary bonus | $ 7,500 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | 1 Months Ended | ||||
Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | May 01, 2023 | Apr. 30, 2023 | |
Subsequent Event [Line Items] | |||||
Cash proceeds | $ 640,000 | ||||
Payments of warrants | $ 10,665 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued | 2,600,000 | ||||
Number of shares issued | 25% | 25% | 25% | 25% | |
Series A Warrant [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued | 2,665,000 | ||||
Exercise price | $ 0.01 | ||||
Series B Warrant [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued | 8,000,000 | ||||
Exercise price | $ 0.10 | ||||
Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued | 8,000,000 |