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NANOMIX (NNMX)

Document And Entity Information

Document And Entity Information - shares6 Months Ended
Jun. 30, 2021Sep. 30, 2021
Document Information Line Items
Entity Registrant NameBOSTON THERAPEUTICS, inc.
Document Type10-Q
Current Fiscal Year End Date--12-31
Entity Common Stock, Shares Outstanding916,914,554
Amendment Flagfalse
Entity Central Index Key0001473579
Entity Current Reporting StatusYes
Entity Filer CategoryNon-accelerated Filer
Document Period End DateJun. 30,
2021
Document Fiscal Year Focus2021
Document Fiscal Period FocusQ2
Entity Small Businesstrue
Entity Emerging Growth Companyfalse
Entity Shell Companyfalse
Document Quarterly Reporttrue
Document Transition Reportfalse
Entity File Number000-54586
Entity Incorporation, State or Country CodeDE
Entity Tax Identification Number27-0801073
Entity Address, Address Line One5900 Hollis Street
Entity Address, City or TownEmeryville
Entity Address, State or ProvinceCA
Entity Address, Postal Zip Code95608
City Area Code(603)
Local Phone Number935-9799
Entity Interactive Data CurrentYes

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)Jun. 30, 2021Dec. 31, 2020
Current assets:
Cash $ 3,960,335 $ 15,098
Accounts receivable 821
Prepaid expenses and other current assets145,312 156,875
Total current assets4,105,647 172,794
Deposit60,000 60,000
Property and equipment, net79,753 65,612
Other long-term assets121,838 232,065
Total Assets4,367,238 530,471
Current liabilities:
Accounts payable1,428,129 898,463
Accrued expenses830,206 344,065
Accounts payable and accrued expenses, related party168,706 50,000
Accrued interest288,164 132,175
Accrued interest, related party 1,810,232
Convertible note payable, net of discount200,000
Notes payable, related party547,821
Notes payable marketing450,000
Deferred Revenues293,523 188,741
Other current liabilities233,021 313,146
Total current liabilities4,439,570 3,736,822
Notes payable – net of current portion 610,000
Notes payable, related party – net of current portion 8,307,000
Secured Promissory Note, net of discount
Secured Promissory Note, net of discount, related party1,603,778
Other long-term liabilities402,154 402,154
Total Liabilities6,445,502 13,055,976
Commitments and Contingencies (Note 7)
Preferred stock; $0.00001 par value, 120,467,864 shares authorized, 0 and 101,015,049 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively 40,070,108
Preferred stock B; 1,000,000 shares designated, 963,964 and 0 shares issued and outstanding at June 30, 2021 and December 30, 2020, respectively963,964
Preferred stock C; 1,000,000 and 0 shares issued and outstanding at June 30, 2021 and December 30, 2020, respectively14,670,633
Stockholders’ deficit:
Common stock; $0.00001 par value, 137,000,000 shares authorized, 0 and 743,513 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively 7
Common stock; $0.001 par value, 2,000,000,000 shares authorized, 916,914,554 and 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively916,915
Additional paid-in capital83,484,560 44,727,164
Accumulated deficit(102,114,336)(97,322,784)
Total stockholders’ deficit(17,712,861)(52,595,613)
Total Liabilities, Preferred Stock Subject to Redemption and Stockholders’ Deficit $ 4,367,238 $ 530,471

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - $ / sharesJun. 30, 2021Dec. 31, 2020
Preferred stock, par value (in Dollars per share) $ 0.00001 $ 0.00001
Preferred stock, shares authorized120,467,864 120,467,864
Preferred stock, shares issued0 101,015,049
Preferred stock, shares outstanding0 101,015,049
Common stock, par value (in Dollars per share) $ 0.00001 $ 0.00001
Common stock, shares authorized137,000,000 137,000,000
Common stock, shares issued0 743,513
Common stock, shares outstanding0 743,513
Common Stock
Common stock, par value (in Dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized2,000,000,000 2,000,000,000
Common stock, shares issued916,914,554 0
Common stock, shares outstanding916,914,554 0
Preferred Stock B
Preferred stock, shares issued963,964 0
Preferred stock, shares outstanding963,964 0
Preferred stock, shares designated1,000,000 1,000,000
Preferred Stock C
Preferred stock, shares issued1,000,000 0
Preferred stock, shares outstanding1,000,000 0

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)3 Months Ended6 Months Ended
Jun. 30, 2021Jun. 30, 2020Jun. 30, 2021Jun. 30, 2020
Income Statement [Abstract]
Revenues $ (335,859) $ 141,778 $ 358,995
Operating costs and expenses:
Research and development489,503 1,407,515 1,083,176 2,156,857
Selling, general and administrative expenses830,967 349,920 1,234,935 798,050
Total operating expenses1,320,470 1,757,435 2,318,111 2,954,907
Loss from operations(1,320,470)(2,093,294)(2,176,333)(2,595,912)
Other income (expense):
Interest income 1 5
Interest expense(83,280)(45,828)(111,924)(82,807)
Interest expense, related, party(244,404)(254,051)(572,347)(481,088)
Change in fair value of derivative liability15,282 15,282
Change in fair value of warrant liability438,972 438,972
Loss on debt modification(2,385,204) (2,385,203)
Total income (expense)(2,258,634)(299,879)(2,615,219)(563,890)
Loss before income taxes(3,579,104)(2,393,173)(4,791,552)(3,159,802)
Provision for income taxes
Net loss $ (3,579,104) $ (2,393,173) $ (4,791,552) $ (3,159,802)
Weighted average number of common shares outstanding – basic and diluted (in Shares)916,914,554 743,513 916,914,554 743,513
Net loss per common share – basic and diluted (in Dollars per share) $ (0.004) $ (3.22) $ (0.005) $ (4.25)

Consolidated Statements of Chan

Consolidated Statements of Changes In Stockholders’ Deficit (Unaudited) - USD ($)Stockholders’ Deficit Common StockAdditional Paid-in CapitalTotal Accumulated DeficitMezzanine EquityTotal
Balance at Dec. 31, 2019 $ 7 $ 44,465,695 $ (91,130,414) $ 40,070,108 $ (46,664,712)
Balance (in Shares) at Dec. 31, 2019743,513
Stock based compensation114,457 114,457
Net loss (3,159,802)(3,159,802)
Balance at Jun. 30, 2020 $ 7 44,580,152 (94,290,216)40,070,108 (49,710,057)
Balance (in Shares) at Jun. 30, 2020743,513
Balance at Dec. 31, 2020 $ 7 44,727,164 (97,322,784)40,070,108 (52,595,613)
Balance (in Shares) at Dec. 31, 2020743,513
Stock based compensation 5,092,248 5,092,248
Issuance of Common Shares $ 9 23,442 23,451
Issuance of Common Shares (in Shares)813,125
Preferred Stock conversion into common stock $ 1,070 40,069,037 (40,070,108)40,070,107
Preferred Stock conversion into common stock (in Shares)107,032,771
Notes payable and accrued interest conversion into common stock $ 989 10,638,627 $ 10,639,616
Notes payable and accrued interest conversion into common stock (in Shares)98,890,380 1,000
Preferred Stock C exchange for Nanomix Common Stock $ (2,075)(14,668,558)14,670,633 $ (14,670,633)
Preferred Stock C exchange for Nanomix Common Stock (in Shares)(207,479,789)
Merge with Boston Therapeutics $ 916,915 (4,782,604) 963,964 (3,865,689)
Merge with Boston Therapeutics (in Shares)916,914,554
Loss on debt modification2,385,204 2,385,204
Net loss (4,791,552) (4,791,552)
Balance at Jun. 30, 2021 $ 916,915 $ 83,484,560 $ (102,114,336) $ 15,634,597 $ (17,712,861)
Balance (in Shares) at Jun. 30, 2021916,914,554

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)6 Months Ended
Jun. 30, 2021Jun. 30, 2020
Cash flows from operating activities:
Net loss $ (4,791,552) $ (3,159,802)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization expense17,476 12,347
Stock-based compensation59,094 41,119
Warrants33,154 73,338
Discount for issue secured promissory note500,000
Loss on debt modification2,385,204
Change in fair value of derivative liability(15,282)
Change in fair value of warrant liability(438,972)
Leasing(39,696)74,470
Increase (decrease) in cash attributable to changes in operating assets and liabilities:
Accounts receivable821
Prepaid expenses11,563 (164,984)
Other assets(40,000)
Accounts payable267,823 506,229
Accrued expenses(188,342)8,118
Accounts payable and accrued expenses, related party168,706 87,500
Accrued Interest77,506 34,202
Accrued Interest, related party572,346 481,088
Other liabilities57,693 9,976
Net cash used by operating activities(1,322,458)(2,036,399)
Cash flows from investing activities:
Purchase of property and equipment(31,617)(18,676)
Cash received with merge with Boston Therapeutics63,362
Net cash used by investing activities31,745 (18,676)
Cash flows from financing activities:
Proceeds from notes payable410,000 250,000
Proceeds from notes payable, related party302,500 850,000
Proceeds from Secured Promissory Notes4,500,000
Proceeds from borrowing PPP loan402,154
Proceeds from issuance of common stock23,450
Net cash provided by financing activities5,235,950 1,502,154
Net increase (decrease) in cash3,945,237 (552,921)
Cash at the beginning of the year15,098 590,434
Cash at the end of the year3,960,335 37,513
Non-cash investing and financing transactions:
Right-of-use asset obtained in exchange for lease obligations(110,227)(93,230)
Lease liability149,923 18,760
Convertible notes payable for accrued expenses50,000 75,000
Preferred stock conversion into common stock $ 40,070,108

The Company and Nature of Busin

The Company and Nature of Business6 Months Ended
Jun. 30, 2021
The Company and Nature of Business [Abstract]
THE COMPANY AND NATURE OF BUSINESSNOTE
1 – THE COMPANY AND NATURE OF BUSINESS Nature
of Operations Boston
Therapeutics, Inc. (the “Company”) was formed as a Delaware corporation on August 24, 2009 under the name Avanyx Therapeutics,
Inc. On November 10, 2010, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Boston
Therapeutics, Inc., a New Hampshire corporation (“BTI”) providing for the merger of BTI into the Company with the Company
being the surviving entity (the “Merger”), the issuance by the Company of 4,000,000 shares of common stock to the stockholders
of BTI in exchange for 100% of the outstanding common stock of BTI, and the change of the Company’s name to Boston Therapeutics,
Inc. On February 12, 2018, the Company acquired CureDM Group Holdings LLC (“CureDM”), for 47,741,140 shares of common stock
of which 25,000,000 were delivered at closing and 22,741,140 were to be delivered in four equal tranches of 5,685,285 each upon the achievement
of specific milestones. On January 26, 2021, Boston Therapeutics, Inc., a Delaware corporation (the “Company”), BTHE
Acquisition Inc., a California corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Nanomix, Inc.,
a California corporation (“Nanomix”), entered into an Agreement and Plan of Merger (the “Merger Agreement”),
pursuant to which, Merger Sub merged with and into Nanomix, with Nanomix continuing as a wholly-owned subsidiary of the Company and the
surviving corporation of the merger (the “Merger”). As consideration for the Merger, Company issued to the shareholders of
Nanomix 1,000,000 shares of a newly created Series C Convertible Preferred Stock of the Company (the “Preferred Stock”).
Upon the effectiveness of the amendment to our Certificate of Incorporation to effectuate the reverse stock split of one-for-173,
all such shares of Preferred Stock issued to Nanomix shareholders shall automatically convert into approximately 35,316,768 shares of
common stock of the Company, the warrants to be assumed at closing may be exercisable into approximately 2,100,911 shares of common stock
of the Company and the options and restricted stock units to be assumed at closing may be exercisable into approximately 6,070,842 shares
of common stock of the Company. The shares of common stock issuable upon conversion of the Preferred Stock together with warrants, restricted
stock units and options to be assumed on the closing date shall represent approximately 80% of the outstanding shares of Common Stock
of the Company upon closing of the Merger. The merger closed on June 4, 2021.See Note 9 Nanomix
has developed an advanced mobile Point-of-Care (POC) diagnostic system that can be used in performing a wide range of in vitro diagnostic
tests in many environments. Our goal is to provide laboratory quality testing for time sensitive medical conditions, at the first point
of contact that a patient has with the healthcare system, no matter where that occurs. The Nanomix eLab® system is CE Marked, a 510(k)
is currently in process, and Emergency Use Application (EUA) for COVID testing has been submitted to the FDA. Nanomix intends to market
and sell this system for the detection and diagnosis of a variety of time sensitive medical conditions.

Basis of presentation

Basis of presentation6 Months Ended
Jun. 30, 2021
Accounting Policies [Abstract]
BASIS OF PRESENTATIONNOTE
2 – BASIS OF PRESENTATION The
accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position
for the periods presented. The
Company currently operates in one business segment focusing on the development of mobile diagnostic tests. The Company is not organized
by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief
Executive Officer, who comprehensively manages the entire business. The Company does not currently operate any separate lines of business
or separate business entities. Going
Concern The
accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among
other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has not yet realized
any significant revenues from its planned operations. The Company had net losses of approximately $4.8 million and $3.2 million for the
six-months ended June 30, 2021 and 2020, respectively. These matters, among others, raise substantial doubt about the Company’s
ability to continue as a going concern. Since
inception, the operations of the Company have been funded through the sale of common stock, preferred stock subject to redemption, debt
and convertible debt, and derived revenue from contract research and development services. Management believes that its existing working
capital is insufficient to fund the Company’s operations for the next twelve months. As a result, the Company will need to raise
additional capital to fund its operations and continue to conduct activities that support the development and commercialization of its
products. Management intends to raise additional funds by way of public or private offering and continued contract research and development
services. Management cannot be certain that additional funding will be available on acceptable terms, or at all to the extent that the
Company raises additional funds by issuing equity securities, the Company’s stockholders may experience significant dilution. Any
debt financing, if available, may involve restrictive covenants that impact the Company’s ability to conduct business. If the Company
is not able to raise additional capital when required or an acceptable terms, the Company may have to (i) significantly delay, scale
back or discontinue the development and/or commercialization of one or more product candidates; (ii) seek collaborators for product candidates
at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available; or (iii)
relinquish or otherwise dispose of rights to technologies, product candidates or products that the Company would otherwise seek to develop
or commercialize. The
consolidated financial statements do not include any adjustments that might be necessary if Company is unable to continue as a going
concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies6 Months Ended
Jun. 30, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESNOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use
of Estimates The
preparation of the consolidated financial statements and related disclosures in conformity with U.S. generally accepted accounting principles
(“U.S. GAAP”) requires the Company’s management to make judgments, assumptions and estimates that affect the amounts
reported in its consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and
on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities. Actual results may differ from these estimates and these differences may be material.
The more significant estimates and assumptions by management include among others: recoverability of long-lived assets, accrued liabilities,
the valuation allowance of deferred tax assets resulting from net operating losses and the valuation of the Company’s common stock,
preferred stock, warrants and options on the Company’s common stock. Revenue
Recognition Revenues
are derived from three sources:
● Net
product sales,
● R&D
revenue, and
● License
and Royalty revenue The
Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration
the Company expects to receive in exchange for those goods or services. The Company recognizes revenue following the five-step model
prescribed under Accounting Standards Update (“ASU”) 2014-09: (i) identify contract(s) with a customer; (ii) identify the
performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance
obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligation. Product
Revenue Revenue
from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time,
typically upon tendering the product to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred
because the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial.
Freight and distribution activities on products are performed when the customer obtains control of the goods. The Company has made an
accounting policy election to account for shipping and handling activities that occur either when or after goods are tendered to the
customer as a fulfillment activity, and therefore recognizes freight and distribution expenses in cost of product sales. The Company
excludes certain taxes from the transaction price (e.g., sales, value added and some excise taxes). The
Company’s contracts with customers may include promises to transfer products or services to a customer. Determining whether products
and services are considered distinct performance obligations that should be accounted for separately versus together may require judgment
to determine the stand-alone selling price (“SSP”) for each distinct performance obligation. SSP is directly observable,
and the Company can use a range of amounts to estimate SSP, as it sells products and services separately, and can determine whether there
is a discount to be allocated based on the relative SSP of the various products and services, for the various geographies. The
Company’s payment terms vary by the type and location of the Company’s customer and products or services offered. Payment
terms differ by jurisdiction and customer, but payment is generally required in a term ranging from 30 to 60 days from date of shipment
or satisfaction of the performance obligation. From time to time the Company may receive prepayment from customers for products to be
manufactured or component materials to be procured and shipped in future dates. Customer payments in advance of the applicable performance
obligation are deferred and recognized when the product has been tendered to the customer. R&D
Revenue All
contracts with customers are evaluated under the five-step model described above. The company recognizes income from R&D milestone-based
contracts when those milestones are reached and non-milestone contracts and grants when earned. These projects are invoiced after expenses
are incurred. Any projects or grants funded in advance are deferred until earned. License
and Royalty Revenues The
Company receives royalty revenue on sales by its licensee of products covered under patents that the Company owns. License Revenues are
recorded based on the achievement of contract milestones. Royalty revenue is based on estimates of the sales that occurred during the
relevant period as a component of license and royalty revenue. The relevant period estimates of sales are based on interim data provided
by the licensee and analysis of historical royalties that have been paid to the Company, adjusted for any changes in facts and circumstances,
as appropriate. Differences between actual and estimated royalty revenue are adjusted for in the period in which they become known, typically
the following quarter. Historically, the Company has not recorded any royalty revenue and has not received any royalties from its licensee. Cash
and Cash Equivalents For
purposes of the Consolidated Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months
or less to be cash equivalents. As of June 30, 2021, the Company places all of its cash and with one financial institution. Such funds
are insured by The Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Cash balances could exceed insured amounts
at any given time; however, the Company has not experienced any such losses. At June 30, 2021 and December 31, 2020 there were no cash
equivalents. Allowances
for Sales Returns and Doubtful Accounts The
allowance for sales returns is based on the Company’s estimates of potential future product returns and other allowances related
to current period product revenue. The Company analyzes historical returns, current economic trends and changes in customer demand and
acceptance of the Company’s products. The allowance for doubtful accounts is based on the Company’s assessment of the
collectability of customer accounts and the aging of the related invoices, and represents the Company’s best estimate of probable credit
losses in its existing trade accounts receivable. The Company regularly reviews the allowance by considering factors such as historical
experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a
customer’s ability to pay. We determined that no allowances for sales returns and doubtful accounts were required at June 30, 2021
and December 31, 2020. Property
and Equipment Property
and equipment are carried at cost and depreciated or amortized using a straight-line basis over the estimated useful lives of assets,
as follows:
Computer equipment 3 years
Office furniture and equipment 5 years
Laboratory equipment 4 years
Manufacturing equipment 5 years Leasehold
improvements are depreciated over the shorter of their estimated useful lives or the term of the respective lease on a straight line
basis. The
cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired
or disposed of, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will
be reflected in operations. The
Company will assess the recoverability of property and equipment by determining whether the depreciation and amortization of these assets
over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any,
will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management. Income
Taxes The
Company accounts for income taxes under an asset and liability approach that recognizes deferred tax assets and liabilities based on
the difference between the financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates in
effect in the years in which the differences are expected to reverse. The
Company follows a more-likely than -not threshold for financial statement recognition and measurement of a tax position taken, or expected
to be taken, in a tax return. The
company assesses the realizability of its net deferred tax assets on an annual basis. If, after considering all relevant positive and
negative evidence, it is more likely than not that some portion or all of the net deferred tax assets will not be realized, the Company
will reduce the net deferred tax assets by a valuation allowance. The realization of the net deferred tax assets is dependent on several
factors, including the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. The
Company has no uncertain tax positions at any of the dates presented. Foreign
Currency Translation The
Company derives a portion of its revenue from foreign countries, but customers pay in U.S. Dollars. Therefore, no adjustments are required
in the accompanying consolidated financial statements for foreign currency transactions. Research
and Development Costs The
Company expenses the cost of research and development as incurred. Research and development expenses comprise costs incurred in performing
research and development activities, including clinical trial costs, manufacturing costs for both clinical and pre-clinical materials
as well as other contracted services, license fees, and other externa costs. Nonrefundable advance payments for goods and services that
will be used in future research and development activities are expensed when the activity is performed or when the goods have been received,
rather when payment is made, in accordance with ASC 730, Research and Development Fair
Value Measurements Fair
value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP established a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs ( Level 3 measurements). These tiers include:
● 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 had no assets or liabilities which were measured at fair value on a nonrecurring basis during the reporting periods. Fair
Value of Financial Instruments In
accordance with current accounting standards, certain assets and liabilities must be measured at fair value. ASC 820 defines fair value
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 (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase
the consistency and comparability of fair value measurements and the related disclosures. ASC 820 requires that certain assets and liabilities
must be measured at fair value, and the standard details the disclosures that are required for items measured at fair value. The Company
had no assets and liabilities required to be measured on a recurring basis at June 30, 2021 and December 31, 2020. The
current assets and current liabilities reported on the Company’s balance sheets are estimated by management to approximate fair
market value due to their short-term nature. Employee
Stock-based Compensation Stock-based
compensation issued to employees and members of the Company’s Board of Directors is measured at the date of grant based on the
estimated fair value of the award, net of estimated forfeitures. The grant date fair value of a stock-based award is recognized as an
expense over the requisite service period of the award on a straight-line basis. For
purposes of determining the variables used in the calculation of stock-based compensation issued to employees, the Company performs an
analysis of current market data and historical data to calculate an estimate of implied volatility, the expected term of the option and
the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, the Company uses these estimates
as variables in the Black-choles option pricing model. Depending upon the number of stock options granted, any fluctuations in these
calculations could have a material effect on the results presented in the Company’s Statements of Operations. In addition, any
differences between estimated forfeitures and actual forfeitures could also have a material impact on the Company’s financial statements. Stock-Based
Compensation Issued to Non-employees Common
stock issued to non-employees for acquiring goods or providing services is recognized at fair value when the goods are obtained or over
the service period, which is generally the vesting period. If the award contains performance conditions, the measurement date of the
award is the earlier of the date at which a commitment for performance by the non-employee is reached or the date at which performance
is reached. A performance commitment is reached when performance by the non-employee is probable because of sufficiently large disincentives
for nonperformance. Earnings
per Share The
computation of basic earnings per common share is based on the weighted average number of shares outstanding during the period. The computation
of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the weighted
average common stock equivalents which would arise from the exercise of stock options, warrants, convertible preferred stock and other
rights during the period. For
the period ended June 30, 2021, the diluted weighted average number of shares is the same as the basic weighted average number of shares
as the inclusion of any common stock equivalents would be anti-dilutive. Recent
Accounting Pronouncements Affecting the Company: Recently
Adopted In
May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” The accounting guidance sets
out a five-step approach to revenue recognition. The new guidance requires expanded disclosures to provide greater insight into both
revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. The Company adopted
the ASU 2014-09 (Topic 606) effective January 1, 2019. In
February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842),” which amends existing accounting standards for leases. The
ASU requires lessees to recognize most leases on their balance sheet as a lease liability with a corresponding right-of-use asset. Right-of-use
assets and lease liabilities are recorded at the present value of minimum lease payments. The Company adopted the ASU effective January
1, 2019. We recognized a $121,838 right-of-use asset and $163,223 related lease liability as of June 30, 2021 and $232,065 right-of-use
asset and $313,146 related lease liability as of December 31, 2020 for our operating lease. For our operating lease, the asset is included
in other long-term assets on the balance sheet and is amortized within operating income over the lease term. The long-term component
of the lease liability is included in other long-term liabilities, net, and the current component is included in other current liabilities.
See Note 8 for further details regarding Nanomix’s leases. ASU
2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In
December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended
to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles
in ASC 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years,
and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. This guidance had no
effect on the Company’s consolidated financial statements upon adoption in 2021.

Revenue

Revenue6 Months Ended
Jun. 30, 2021
Revenue [Abstract]
REVENUENOTE
4 – REVENUE Deferred
Revenue The
company recognizes income from R&D milestone-based contracts when those milestones are reached and non-milestone contracts and grants
when earned. These projects are invoiced after expenses are incurred. Any projects or grants funded in advance are deferred until earned. From
time to time the Company may receive prepayment from customers for products to be manufactured or component materials to be procured
and shipped in future dates. Customer payments in advance of the applicable performance obligation are deferred and recognized in accordance
with ASC 606. As
of June 30, 2021 and December 31, 2020, there were $293,523 and $188,741 unearned advanced revenues, respectively. Disaggregation
of Revenue The following table disaggregates total revenues for the periods ending
June 30, 2021 and 2020:
Six-Months ended
June 30, June 30,
Net Product sales $ - $ 47,904
R&D revenue - -
Government grant income 141,778 311,091
License and royalty revenue - -
$ 141,778 $ 358,995

Property and Equipment

Property and Equipment6 Months Ended
Jun. 30, 2021
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENTNOTE 5 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at June 30, 2021
and December 31, 2020:
As of As of
2021 2020
Computer Equipment &Office Equipment $ 20,730 $ 16,511
Lab Equipment 294,578 294,578
Manufacturing Equipment 140,792 113,393
Furniture and fixtures 14,370 14,370
Leasehold Improvements 20,232 20,232
Total property and equipment 490,702 459,084
Accumulated depreciation (410,949 ) (393,472 )
Total property and equipment, net of accumulated depreciation $ 79,753 $ 65,612 Depreciation
expense was $17,476 and $12,347 for the six months ended June 30, 2021 and 2020.

Notes Payable and Convertible N

Notes Payable and Convertible Notes Payable6 Months Ended
Jun. 30, 2021
Notes Payable and Convertible Notes Payable [Abstract]
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLENOTE
6 – NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE Convertible
Note payable, net of discount In
August and September 2016, the Company issued senior convertible debentures for an aggregate of $1,600,000 (the “Convertible Debentures”)
in exchange for an aggregate net cash proceeds of $1,327,300, net of financing costs. The Convertible Debentures have a stated interest
rate of 6% per annum payable quarterly beginning June 30, 2017 and were due two years from the date of issuance, the latest due September
15, 2018 and are convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $0.075
with certain anti-dilutive (reset) provisions and are subject to forced conversion if either i) the volume weighted average common stock
price for each of any 10 consecutive trading days equals or exceeds $0.50, or (ii) the Company’s elects to lists a class of securities
on a national securities exchange. As
long as the convertible notes remain outstanding, the Company is restricted from incurring any indebtedness or liens, except as permitted
(as defined), amend its charter in any matter that materially effects rights of noteholders, repay or repurchase more than de minimis
number of shares of common stock other than conversion or warrant shares, repay or repurchase all or any portion of any indebtedness
or pay cash dividends. Convertible
notes payable balance was $200,000 as of June 30, 2021. Notes
Payable Through
December 31, 2011, a founder of the company and significant shareholder, Dr. David Platt advanced $257,820 to the Company to fund start-up
costs and operations. Advances by Dr. Platt carry an interest rate of 6.5% and were due on June 29, 2013. On May 7, 2012, Dr. Platt and
the Company’s former President and also a significant shareholder entered into promissory notes to advance to the Company $20,000
each for an aggregate of $40,000. The notes accrue interest at 6.5% per year and were due June 30, 2013. The outstanding notes of $297,820
were amended each year to extend the maturity dates. Effective June 30, 2015, the outstanding notes for Dr. Platt were amended to extend
the maturity dates to June 30, 2017. During 2017, the Company made fully paid the note and all accrued interest to the former President
of the Company. Dr. Platt’s notes and accrued interest remain outstanding and are classified as current liabilities. In
December 2013, the Board of Directors agreed to indemnify Dr. Platt for legal costs incurred in connection with an arbitration (now concluded)
initiated before the American Arbitration Association by Galectin Therapeutics, Inc. (formerly named Pro-Pharmaceuticals, Inc.) for which
Dr. Platt previously served as CEO and Chairman. Galectin sought to rescind or reform the Separation Agreement entered into with Dr.
Platt upon his resignation from Galectin to remove a $1.0 million milestone payment which Dr. Platt asserted he was entitled to receive
and to be repaid all separation benefits paid to Dr. Platt. The Company initially capped the amount for which it would indemnify Dr.
Platt at $150,000 in December 2013 and Dr. Platt agreed to reimburse the indemnification amounts paid by the Company should he prevail
in the arbitration. The Board decided to indemnify Dr. Platt after considering a number of factors, including the scope of the Company’s
existing indemnification obligations to officers and directors and the potential impact of the arbitration on the Company. In May 2014,
the Board approved a $50,000 increase in indemnification support, solely for the payment of outside legal expenses. The Company recorded
a total of $182,697 in costs associated with Dr. Platt’s indemnification, of which $119,401 was expensed in the year ended December
31, 2013 and of which $63,296 was expensed in the year ended December 31, 2014. In July 2014, the arbitration was concluded in favor
of Dr. Platt, confirming the effectiveness of the separation agreement and payment was made to Dr. Platt in July 2014. On
March 2, 2015, the Board of Directors voted to reduce the amount that Dr. Platt was required to reimburse the Company to $82,355 and
to offset this amount against interest accrued in respect of the outstanding note payable to Dr. Platt. In addition, the Board determined
that Dr. Platt would be charged interest related to the $182,697 indemnification payment since funds were received by Dr. Platt in July
2014. The Board of Directors concluded the foregoing constituted complete satisfaction of Dr. Platt’s indemnification by the Company.
Accordingly, the Company recorded the reduction in accrued interest through equity during the year ended December 31, 2015. As of December
31, 2020 and December 31, 2019, the balance of the notes payable to Dr. Platt totaled $277,821 and are included Notes payable. During
2021 the company issued notes payable for a total amount of $270,000 to CJY Holdings, Ltd (“CJY”). CJY is a Hong Kong company
owned by Conroy Chi-Heng Cheng, a former director of Boston Therapeutics. The CJY Note is an unsecured obligation of the Company. Principal
and interest under the CJY Note is due and payable after one year. Interest accrues on the CJY Note at the rate of 10% per annum. Accrued
interest $9,889 and $0 was included into accrued interest balance as of June 30, 2021 and December 31, 2020, respectively. Note
Payable Marketing On
June 26, 2018, the Company entered into a License Agreement with Level Brands, Inc. (NYSE: LEVB), an innovative licensing, marketing
and brand management company with a focus on lifestyle-based products which includes an exclusive license to the kathy ireland® Health
& Wellness™ brand. Under the terms of the License Agreement, the Company received a non-exclusive, non-transferrable license
to use the kathy ireland Health & Wellness™ trademark in the marketing, development, manufacture, sale and distribution of
the Sugardown® product domestically and internationally. The initial term of the License Agreement is seven years, with an automatic
two-year extension unless either party notifies the other of non-renewal at least 90 days prior to the end of the then current term.
Level Brands has agreed to use its commercially reasonable efforts to perform certain promotional obligations, including: (i) producing
four branded videos to promote the licensed product and/or the Company; (ii) creation of an electronic press kit; (iii) making their
media and marketing teams available for use in creating the video content for which the Company will separately compensate; and (iv)
curate social media posts in multiple social media channels. As
compensation, the Company will provide Level Brands with the following:
● A
marketing fee of $850,000, for development of video content and an electronic press kit which will be used ongoing to support product
marketing. This fee is paid with a promissory note of $450,000 and a number of shares of stock of the Company valued at $400,000, based
on the closing price on the day prior to the effective date;
● Quarterly
fees for the first two years of up to $100,000 and issuance of 100,000 shares each quarter, based on sales volumes. The Company has the
right to make all the stock payments in cash; and
● a
royalty of 5% of the gross licensed marks sales up to $10,000,000, 7.5% royalty on sales from $10,000,000 to $50,000,0000 and 10% on
sales over $50,000,000,payable monthly as well as a 1% of all revenue for all Company products as of the date hereof. The
Note Payable of $450,000 bears interest at 8% and matures December 31, 2019, unless the Company raises $750,000 through Level Brands
prior to that date in which case the Note is to be repaid in full including accrued interest. Accrued interest at June 30, 2021 and December
31, 2020 totaled $108,493 and $0, respectively. As
of June 30, 2021, the Company has not issued the $400,000 of common stock which was due upon execution of the agreement or any of the
shares pursuant to the quarterly fee. The $400,000 is included in accrued expenses at June 30, 2021. Due to the Company’s low sales
volume, no accrual for royalties is included in the financial statements as the amounts would not be material. Level
Brands sued the Company for non-performance under the contract. The matter was taken to arbitration with both parties claiming nonperformance
under the contract. In October 2019, the arbitration was dismissed without prejudice. Convertible
Note Payable From
2018 to June 3, 2021, the Company issued a total of $8.7 million of unsecured notes payable to investors including $7.7 million to related
parties. These notes bear interest at a rate of 15% per annum and include a common stock warrant equal to 30% of the face value of the
note. The outstanding principal, and accrued but unpaid interest on the notes converts into fully paid and non-assessable shares of Special
Preferred Stock at a price of $0.32276 per share in a Qualified Investment. In the event of conversion not in conjunction with a Qualified
Investment, the notes convert at $0.10759. As of June 3, 2021 and December 31, 2020, the Company had $1,960,116 and $1,429,327 interest
accrued, respectively. On
June 4,2021 as a part of merger, the principal amount and accrued interest were converted into 98,890,380 shares of Common Stock, fully
converting the notes and accrued interest as of 06/30/2021. The principal and accrued interest were converted per the terms of the agreement
as such no gain or loss was recognized. The merger did not meet the Qualified Investment criteria. Note
Payable and Senior Secured Convertible Notes In
May 2018, the Company issued a secured note payable to a related party for a total amount of $1.0 million with a 90-day maturity. The
maturity date of this note was extended by mutual agreement with the note holder and the note was outstanding until June 25, 2021. As
of June 25,2021, and December 31, 2020, the Company has $603,778 and $510,444 interest accrued respectively. On
June 25, 2021, the Company and the $1.0 secured million note payable Holder entered into exchange agreement, whereby the company issued
the Holder a Senior Secured Convertible Note in the principal amount of $1,603,778 with a maturity date of June 18, 2023. On the maturity
date, the Company shall pay to the Holder an amount in cash representing 115% of all outstanding Principal. No interest shall accrue
thereunder unless and until an Event of Default has occurred. At any time after the Issuance Date, this Note may be convertible into
validly, fully paid and non-assessable shares of Common Stock. As an incentive to enter into the agreement, the noteholder was also granted
134,771,261 2-year warrants exercisable at $0.0119. The issuance of the note and warrants resulted in a loss on modification of debt
of $2,385,204. As of June 30, 2021, the note balance was $1,603,778. On
June 25, 2021, the Company and Gold Blaze Limited Vistra Corporate Services entered into exchange agreement, where the company issued
the Gold Blaze Limited Vistra Corporate Services Senior Secured Convertible Note in the principal amount of $500,000 with a maturity
date of June 25, 2023. On the maturity date, the Company shall pay to the Holder an amount in cash representing 115% of all outstanding
Principal. No interest shall accrue thereunder unless and until an Event of Default has occurred. At any time after the Issuance Date,
this Note may be convertible into validly, fully paid and non-assessable shares of Common Stock. As an incentive to enter into the agreement,
the noteholder was also granted 42,016,807 2-year warrants exercisable at $0.0119. The issuance of the note and warrants resulted in
a discount from the beneficial conversion feature totaling $500,000. As of June 30, 2021, the note was shown net of unamortized discount
of $0. In
June 25, 2021, the Company issued a Senior Secured Convertible Note to HT Investment MA LLC for a principal amount $5.0 million and
maturity date of June 25, 2023. On the maturity date, the Company shall pay to the Holder an amount in cash representing 115% of all
outstanding Principal. No interest shall accrue thereunder unless and until an Event of Default has occurred. At any time after the
Issuance Date, this Note may be convertible into validly, fully paid and non-assessable shares of Common Stock. As an incentive to
enter into the agreement, the noteholder was also granted 420,168,067 2-year warrants exercisable at $0.0119. The issuance of the
note and warrants resulted in a discount from the beneficial conversion feature totaling $4,500,000. Funds received were $4,500,000
net of an original issue discount of $500,000. As of June 30, 2021, the note was shown net of unamortized discount of $0. Paycheck
Protection Program (PPP Loan) On
May 5, 2020, the Company received a U.S. Small Business Administration Loan under the Paycheck Protection Program (PPP Loan) primarily
for payroll costs related to the COVID-19 crisis in the amount of $402,154. Under the Paycheck Protection Program, the PPP Loan has a
fixed interest rate of 1%, a maturity date is twenty-four (24) months from the date of the funding of the loan. Pursuant to the terms
of the PPP Loan, the Company may apply for forgiveness of the amount due on the PPP Loan in an amount equal to the sum of the following
costs incurred by the Company during the 8-week period (or any other period that may be authorized by the U.S. Small Business Association)
beginning on the date of first disbursement of the loan: payroll costs, any payment of interest on a covered mortgage obligation, payment
on a covered rent obligation, and any covered utility payment. The amount of PPP Loan forgiveness shall be calculated in accordance with
the requirements of the Paycheck Protection Program, including the provisions of Section 1106 of the Coronavirus Aid, Relief, and Economic
Security Act (CARES Act), although no more than 25% of the amount forgiven can be attributable to non-payroll costs. The Company has
applied for forgiveness of the full loan amount, and the payments are currently in a deferred and not due status. As of June 30, 2021
and December 31, 2020, the Company has $4,639 and $2,636 interest accrued, respectively.

Commitments and Contingencies

Commitments and Contingencies6 Months Ended
Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIESNOTE
7 – COMMITMENTS AND CONTINGENCIES Preferred
Stock Preferred
Stock The
following table represents a Preferred Stock by Series as of December 31, 2020:
Convertible Preferred Stock Issued and Issue price Outstanding value
Series AA (Authorized: 1,045,650): 1,045,650 $ 1.15 $ 1,202,497.50
Series BB (Authorized: 22,120,639): 22,120,639 0.08111 1,794,205.03
Series CC (Authorized: 13,761,489): 13,761,489 0.46175 6,354,367.55
Series DD (Authorized: 45,000,000): 33,790,975 0.61971 20,940,605.12
Series EE-1 (Authorized: 17,000,000): 14,030,343 0.32276 4,528,433.51
Series EE-2 (Authorized: 18,000,000): 16,265,953 0.32276 5,249,998.99
101,015,049 $ 40,070,107.70 On
June 4, 2021, as consideration for the Merger, the Company converted 101,015,049 shares of preferred stock into 107,032,771 shares of
common stock:
Convertible Preferred Stock Preferred Conversion Common
Series AA: 1,045,650 1.2220 1,277,784
Series BB: 22,120,639 1.0000 22,120,639
Series CC: 13,761,489 1.0823 14,894,060
Series DD: 33,790,975 1.1377 38,443,992
Series EE-1: 14,030,343 1.0000 14,030,343
Series EE-2: 16,265,953 1.0000 16,265,953
Total Preferred Stock: 101,015,049 107,032,771 Series
B The
Company has designated 1,000,000 shares of its preferred stock as Series B Preferred Stock. Each share of Series B Preferred Stock has
a stated value of $1. Each share of the Series B Preferred Stock is convertible into 1,000 shares of the Company’s common stock.
The Series B Preferred Stock shall have no voting rights until January 1, 2022 when it will be on an as converted basis (subject to limitations)
and liquidation preference for each share of Series B Preferred Stock at an amount equal to the stated value per share. As
of June 30, 2021, the Company has 963,964 shares of Series B Preferred Stock outstanding. The Series B Preferred Stock has been classified
outside of permanent equity and liabilities since it embodies a conditional obligation that the Company may settle by paying the monetary
value in cash upon a liquidation event due to the liquidation preferences of the Series B Preferred Stock based upon its designation. Series
C As
consideration for the Merger, the Company issued to the shareholders of Nanomix 1,000,000 shares of a newly created Series C Convertible
Preferred Stock of the Company (the “Preferred Stock”). Upon the effectiveness of the amendment to our Certificate of Incorporation
to effectuate the reverse stock split of one-for-173, all such shares of Preferred Stock issued to Nanomix shareholders shall automatically
convert into approximately 35,316,768 shares of common stock of the Company. The
Series C preferred stock shares are accounted for outside of permanent equity due to the terms of cash-redemption features. Research
and Development Arrangement In
April of 2020, the Company received a BARDA fixed price, cost sharing contract for development and EUA filing of COVID-19 Anitbody and
Antigen tests on the Nanomix eLab platform. The total amount of the milestone-based contract was $569,647. As of June 30, 2021, the full
amount of $569,467 had been received under the contract. Employments
Agreements The
Company does not have Employment Agreements with any employees. All employees are employed under “at will” arrangements without
guarantees or separation arrangements. Leases The
Company leases its facility under sublease agreement. The Sublease term is from November 19, 2019 to December 15, 2021. The sublease
agreement cannot be extended beyond this date. Rent expense is recognized on a straight-line basis over the lease term. The company incurred
rent expense, which is included as part of selling, general and administrative expenses, of $138,712 and $127,989 for the six months
ended June 30, 2021 and 2020, respectively. See details at Note 8. Legal The
Company is not currently involved in any legal matters in the normal course of business. From time to time, the Company could become
involved in disputes and various litigation matters that arise in the normal course of business. These may include disputes and lawsuits
related to intellectual property, licensing, contract law and employee relations matters. Periodically, the Company reviews the status
of significant matters, if any exist, and assesses its potential financial exposure. If the potential loss from any claim and legal claim
is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are
subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based on the best information
available at the time. As additional information becomes available, the Company reassesses the potential liability related to pending
claims and litigations.

Leases

Leases6 Months Ended
Jun. 30, 2021
Leases [Abstract]
LEASESNOTE
8 – LEASES Our
adoption of ASU 2016-02, Leases (Topic 842), and subsequent ASUs related to Topic 842, requires us to recognize substantially all leases
on the balance sheet as an ROU asset and a corresponding lease liability. The new guidance also requires additional disclosures as detailed
below. We adopted this standard on the effective date of January 1, 2019 and used this effective date as the date of initial application.
Under this application method, we were not required to restate prior period financial information or provide Topic 842 disclosures for
prior periods. We elected the ‘package of practical expedients,’ which permitted us to not reassess our prior conclusions
related to lease identification, lease classification, and initial direct costs, and we did not elect the use of hindsight. Lease
ROU assets and liabilities are recognized at commencement date of the lease, based on the present value of lease payments over the lease
term. The lease ROU asset also includes any lease payments made and excludes any lease incentives. When readily determinable, we use
the implicit rate in determining the present value of lease payments. When leases do not provide an implicit rate, we use our incremental
borrowing rate based on the information available at the lease commencement date, including the lease term. Short-term
leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense for short-term leases is recognized
on a straight-line basis over the lease term. As of June 30, 2021 and December 31, 2020, we did not have any short-term leases. The
tables below present financial information associated with our lease.
Balance Sheet June 30, December 31,
Classification 2021 2020
Right-of-use assets Other long-term assets $ 121,838 $ 232,065
Current lease liabilities Other current liabilities 163,223 313,146
Non-current lease liabilities Other long-term liabilities 0 0
As of June 30, 2021, our maturities of our lease liability are as follows:
2021 $ 170,480
Total $ 170,480
Less: Imputed interest -7,257
Present value of lease liabilities $ 163,223

Business Combination

Business Combination6 Months Ended
Jun. 30, 2021
Business Combinations [Abstract]
BUSINESS COMBINATIONNOTE 9 – BUSINESS COMBINATION On June 4, 2021, the Company consummated the Business Combination with
Nanomix, Inc pursuant to the agreement between Nanomix, Inc and Boston Therapeutics, Inc (the Merger Agreement”). Pursuant to ASC
805, for financial accounting and reporting purposes, Nanomix, Inc was deemed the accounting acquirer and the Company was treated as the
accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization. Acordingly, the Business Combination
was treated as the equivalent of the Nanomix, Inc issuing stock for the net assets of Boston Therapeutics, Inc, accompanied by a recapitalization.
The net assets of Boston Therapeutics, Inc were stated at historic costs, with no goodwill or other intangible assets recorded, and are
consolidated with Nanomox, Inc’s financial statements on the Closing date. The shares and net income (loss) per share available
to holders of the Company’s common stock, prior to the Business Combination, have been adjusted as shares reflecting the exchange
ration established in the Merger Agreement.

Stockholders' Deficit

Stockholders' Deficit6 Months Ended
Jun. 30, 2021
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ DEFICITNOTE 10 – STOCKHOLDERS’ DEFICIT Common Stock As of December 31, 2020, the Company was authorized to issue 137,000,000
shares of common stock with a par value of $0.00001 per share, and 743,513 common shares were issued and outstanding. On January 25, 2021, the Company issued 210,000 common shares for option
exercise with exercise price $0.01 per share On February 11, 2021, the Company issued 603,125 common shares for
option exercise with average exercise price $0.0354 per share. On June 4, 2021, as consideration for the Merger, the Company:
● converted 101,015,049 shares of preferred stock into 107,032,771
shares of common stock;
● converted $10,639,615.96 of notes payable and accrued interest
into 98,890,380 shares of common stock with conversion rate 0.10759;
● exchanged all outstanding 207,479,789 shares of common stock
for newly created 1,000,000 shares Series C Convertible Preferred Stock; As of June 30, 2021, the Company has a total of 916,914,554 common
shares issued and outstanding with a par value of $0.001.

Warrants

Warrants6 Months Ended
Jun. 30, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
WARRANTSNOTE 11 – WARRANTS As described in Note 6, pursuant to issuance convertible notes payable
to investors, the Company issued warrants to purchase an aggregate of 8,067,441 shares of the Company’s Common Stock at an exercise
price $0.01 per share during 2018 - 2021. The Company has recognized an expense for these services within interest expense in the accompanying
Statements of Operations in the years of warrants issuance of approximately $33,154 and $48,605 for the six months ended June 30, 2021
and 2020, respectively. On September 1, 2018, the Company issued warrant to investor to purchase
an aggregate of 3,100,000 shares of the Company’s Common Stock at an exercise price of $0.01 per share. On January 3, 2020, the Company issued warrants to Fastnet Advisors,
LLC. to purchase an aggregate of 569,308 shares of the Company’s Common Stock at an exercise price of $0.01 per share. On December
14, 2020, the Company issued warrants outside consultant to purchase an aggregate of 600,000 shares of the Company’s Common Stock
at an exercise price of $0.01 per share. The Company has recognized an expense for these services within general and administrative expense
in the accompanying Statements of Operations in the year of warrants issuance of approximately $24,733 for the six months ended June 30,
2020. On June 25, 2021, the Company issued warrants to investor to purchase
an aggregate of 134,771,261 shares of the Company’s Common Stock at an exercise price of $0.01190 per share (refer to Note 8). On
June 25, 2021, the Company issued warrant to Gold Blaze Limited Vista Corporate Services to purchase an aggregate of 42,016,807 shares
of the Company’s Common Stock at an exercise price of $0.01190 per share. On June 25, 2021, the Company issued warrant to HT Investments
MA LLC to purchase an aggregate of 420,168,067 shares of the Company’s Common Stock at an exercise price of $0.01190 per share.
The Company has recognized a debt discount $5,000,000 for the beneficial conversion feature as a debt discount in the accompanying Consolidated
Balance sheet statements for six month period ended June 30, 2021. As of June 30, 2021 all warrants remain outstanding. The following represents a summary of the Warrants outstanding at June
30, 2021, and changes during the period then ended:
Weighted
Warrants Exercise
Outstanding at December 31, 2020 11,627,995 $ 0.01
Granted with exercise price $0.01 708,754 0.01
Exercised/Expired/Forfeited -
Outstanding at June 4, 2021 12,336,749 $ 0.01
Converted during merge 363,457,686 0.000339427
BTHE warrants 38,458,320
Granted after merge 596,956,135 0.01190
Exercised/Expired/Forfeited -
Outstanding at June 30, 2021 998,872,141 0.00724
Exercisable at June 30, 2021 998,872,141 $ 0.00724

Stock-Based Compensation

Stock-Based Compensation6 Months Ended
Jun. 30, 2021
Share-based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATIONNOTE
12 – STOCK-BASED COMPENSATION Terms
of the Company’s share-based on compensation are governed by the Company’s 2010 Equity Incentive Plan (“the 2010 Plan”).
The 2010 Plan permits the Company to grant non-statutory stock options, incentive stock options, restricted stocks, and stock purchase
rights to the Company’s employees, outside directors and consultants; however incentive stock options may only be granted to the
Company’s employees. As of June 30, 2021, the maximum aggregate number of shares of common stock that may be issued is 19,410,000
shares under the 2010 Plan, subject to adjustment due the effect of any stock split, stock dividend, combination, recapitalization or
similar transaction. The exercise price for each option is determined by the Board of Directors, but will be (i) in the case of an incentive
stock option, (A) granted to an employee who, at the time of grant of such option, is a 10% Holder, no less than 110% of the fair market
value per share on the date of grant; or (B) granted to any other employee, no less than 100% of the fair market value per share on the
date of grant; and (ii) in the case of a nonstatutory stock option, no less than 100% of the fair market value per share on the date
of grant. The options awarded under the 2010 Plan shall vest as determined by the Board of Directors but shall not exceed a ten-year
period. Options
Issued to Directors and Employees as Compensation and to Nonemployees for Services Received Pursuant
to the terms of the 2010 Plan, from 2010 to 2020, the Company has granted an aggregate of 29,481,000 options to its executive officers
and employees of the Company and to Nonemployees for Services Received. Of these, 15,146,000 options were exercised or forfeited and
14,335,000 remain outstanding as of December 31, 2020. The exercise prices of these grants, as determined by the Company’s Board
of Directors, were $0.01 to $0.08 per share. During
six-months ended June 31, 2021, the Company granted an aggregate of 1,530,000 options to purchase the Company’s common stock to
its executive officers and employees of the Company and to Nonemployees for Services Received. During six-months ended June 31, 2021,
695,000 options were exercised or forfeited, and 15,170,000 options remain outstanding. The exercise prices of these option grants, as
determined by the Company’s Board of Directors, was $0.05 per share. The Company has recognized an expense for these services within
general and administrative expense in the accompanying Statements of Operations of approximately $59,094 and $41,119 for six months ended
June 30, 2021 and 2020, respectively. As of June 30, 2021, there was approximately $122,266 of total unrecognized compensation cost related
to non-vested share-based compensation arrangements. This cost is expected to be recognized over a weighted average period of 1.65 years. Stock-based
Compensation Summary Tables The
following table represents a summary of the options granted to employees and non-employees outstanding at June 30, 2021 and changes during
the period then ended:
Total
Weighted Weighted
Options Exercise Intrinsic Remaining
Outstanding at December 31, 2020 14,335,000 $ 0.04 $ 0.01 6.81
Granted 1,530,000 0.05 - 8.67
Exercised/Expired/Forfeited (695,000 ) (0.05 ) - -
Outstanding at June 30, 2021 15,170,000 $ 0.04 $ 0.01 5.81
Exercisable at June 30, 2021 12,126,273 $ 0.04 $ 0.01 4.70
Expected to be vested 3,043,727 $ 0.05 $ 0.00 7.86

Warrants and Options Valuation

Warrants and Options Valuation6 Months Ended
Jun. 30, 2021
Warrants And Options Valuation [Abstract]
WARRANTS AND OPTIONS VALUATIONNOTE
13 – WARRANTS AND OPTIONS VALUATION The
Company calculates the fair value of warrant and stock-based compensation awards granted to employees and nonemployees using the Black-Scholes
option-pricing method. If the company determinates that other methods are more reasonable, or other methods for calculating these assumptions
are prescribed by regulators, the fair value calculated for the Company’s stock options could change significantly. Higher volatility
and longer expected lives would result in an increase to stock-based compensation expense to non-employees determined at the date of
grant. Stock-based compensation expense to non-employees affects the Company’s selling, general and administrative expenses and
research and development expenses. The
Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions, which determine the fair value of stock-based
awards. The assumptions used in the Black-Scholes option-pricing method for the periods ended June 30, 2021 and 2020 are set forth below:
For the period ended
June 30, June 30,
Expected dividend yield 0.00 % 0.00 %
Expected stock-price volatility 54.97% - 127.15 % 54.97% - 121.02 %
Risk-free rate 0.70% - 2.82 % 0.61% - 2.82 %
Term of options 5 - 10 5 - 10
Stock price $ 0.05 $ 0.05
● Expected term
● Expected volatility.
● Risk-free interest rate
● Expected dividend In addition to the assumptions used in the Black-Scholes option-pricing
model, the Company also estimates a forfeiture rate to calculate the stock-based compensation for the Company’s equity awards. The
Company will continue to use judgement in evaluating the expected volatility, expected terms and forfeiture rates utilized for the Company’s
stock-based compensation calculations on a prospective basis.

Related Party Transactions

Related Party Transactions6 Months Ended
Jun. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONSNOTE 14 – RELATED PARTY TRANSACTIONS The Company had a secured note payable to Mr. Garrett Gruener, its
investor, with a balance of $1,000,000 at June 25, 2021 and December 31, 2020. The note and related accrued interest of $603,778 were
exchanged for an equal amount of Convertible Equity in the June 25, 2021 financing. As a result of the exchange as part of the merger,
the Company issued a senior secured convertible note to Mr. Garrett Gruener, its investor, with a principal amount of $1,603,778 and 134,771,261
2-year warrants exercisable at $0.0119. As an incentive to enter into the agreement, the noteholder was also granted 134,771,261 2-year warrants exercisable at $0.0119. The issuance
of the note and warrants resulted in a loss on modification of debt of $2,385,204. As of June 30, 2021, the note balance was $1,603,778 (see Note 6). The Company had convertible notes payable to: Mr. Gruener, its investor,
with a total balance of $6,182,000 as of December 31, 2020; Mr. Fiddler, its investor, with a total balance of $950,000 as of December
31, 2020; and Mr. Ludvigson, its Chief Executive Officer, with a total balance of $175,000 as of December 31, 2020. See Note 6 for detailed
disclosure of this related party debt, including interest rates, terms of conversion and other repayment terms. The notes and accrued
interest were exchanged for Preferred Series C shares as part of the merger. The Company had accrued salary payable to Mr. Ludvigson, its Chief
Executive Officer, with a total balance of $50,000 and $50,000 as of June 30,2021 and December 31, 2020, respectively. Included in the account payable and accrued expenses at June 30, 2021
and December 31, 2020 are amounts due shareholders, officers and directors of the Boston Therapeutics in the amounts of $118,707 and $0,
respectively. The summary of related party balances as of June 30, 2021 and December
31, 2020:
June 30, December 31,
Account payable and accrued expenses, related party:
Mr. Ludvigson 50,000 50,000
Loraine Upham 11,995 -
David Platt 4,399 -
S. Colin Neill 73,750 -
Stephen A. Spanos 2,450 -
Upham Bioconsulting, LLC 6,113 -
Uphambc Consulting 20,000 -
$ 168,707 $ 0
Accrued interest, related party:
Mr. Gruener 0 1,667,203
Mr. Fiddler 0 127,788
Mr. Ludvigson 0 15,241
$ 0 $ 1,810,232
Notes payable, related party – net of current portion:
Mr. Gruener 0 7,182,000
Mr. Fiddler 0 950,000
Mr. Ludvigson 0 175,000
$ 0 $ 8,307,000
Senior Secured Convertible note, related party:
Mr. Gruener 1,603,778 -
$ 1,603,778 $ 0

Income Taxes

Income Taxes6 Months Ended
Jun. 30, 2021
Income Tax Disclosure [Abstract]
INCOME TAXESNOTE
15 – INCOME TAXES The
Company accounts for income taxes in accordance with standards of disclosure propounded by the FASB, and any related interpretations
of those standards sanctioned by the FASB. Accordingly, deferred tax assets and liabilities are determined based on differences between
the consolidated financial statement and tax bases of assets and liabilities, as well as a consideration of net operating loss and credit
carry forwards, using enacted tax rates in effect for the period in which the differences are expected to impact taxable income. A valuation
allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized. Due
to the uncertainty as to the utilization of net operating loss carry forwards, a valuation allowance has been made to the extent of any
tax benefit that net operating losses may generate. At
the date the financial statements were available to be issued, the federal and state income tax returns for the year ended December 31,
2020 have not been filed by the company. As
of December 31, 2019, the Company has federal and state net operating loss carryforward of approximately 91.0 million and $ 55,7 The
ultimate realization of our deferred tax asset is dependent, in part, upon the tax laws in effect, our future earnings, and other events.
As of June 30, 2021 and December 31, 2020, we recorded a 100% allowance against our deferred tax asset since we were unable to conclude
that it is more likely than not that our deferred tax asset will be realized. The
company’s major tax jurisdictions are the United States and California. All of the Company’s tax years will remain open three
and four years for examination by the Federal and state tax authorities, respectively, from the date of utilization of the net operating
loss. As of December 31, 2020, the tax years beginning after 2017 and 2016 remain subject to examination by US Federal and Californian
authorities. However, net operating losses carried forward are subject to examination in the tax year utilized.

Employee Benefit Plan

Employee Benefit Plan6 Months Ended
Jun. 30, 2021
Retirement Benefits [Abstract]
EMPLOYEE BENEFIT PLANNOTE
16 – EMPLOYEE BENEFIT PLAN The
company established a 401(k) tax deferred saving plan, which permits participants to make contributions by salary deduction pursuant
to Section401(k) of the Internal Revenue Code. The Company may, at its discretion, make matching contributions to the plan. The Company
is responsible for administrative cost of the Plan. As of June 30, 2021, the Company has made no contributions to the plan since its
inception.

Subsequent Events

Subsequent Events6 Months Ended
Jun. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTSNOTE
17 – SUBSEQUENT EVENTS In
conjunction with the merger, Boston Therapeutics entered into a Convertible Equity arrangement to issue $8.3 million in secured Notes
for a related a net cash investment of $5.8 million. The Company has received $4.5 million of net cash to date and expects to receive
the remaining $1.3 million in the Third Quarter of 2021. Management
has evaluated subsequent events according to the requirements of ASC TOPIC 855 as of the date of the report, and believes there are no
additional subsequent events to report.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)6 Months Ended
Jun. 30, 2021
Accounting Policies [Abstract]
Use of EstimatesUse
of Estimates The
preparation of the consolidated financial statements and related disclosures in conformity with U.S. generally accepted accounting principles
(“U.S. GAAP”) requires the Company’s management to make judgments, assumptions and estimates that affect the amounts
reported in its consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and
on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities. Actual results may differ from these estimates and these differences may be material.
The more significant estimates and assumptions by management include among others: recoverability of long-lived assets, accrued liabilities,
the valuation allowance of deferred tax assets resulting from net operating losses and the valuation of the Company’s common stock,
preferred stock, warrants and options on the Company’s common stock.
Revenue RecognitionRevenue
Recognition Revenues
are derived from three sources:
● Net
product sales,
● R&D
revenue, and
● License
and Royalty revenue The
Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration
the Company expects to receive in exchange for those goods or services. The Company recognizes revenue following the five-step model
prescribed under Accounting Standards Update (“ASU”) 2014-09: (i) identify contract(s) with a customer; (ii) identify the
performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance
obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligation. Product
Revenue Revenue
from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time,
typically upon tendering the product to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred
because the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial.
Freight and distribution activities on products are performed when the customer obtains control of the goods. The Company has made an
accounting policy election to account for shipping and handling activities that occur either when or after goods are tendered to the
customer as a fulfillment activity, and therefore recognizes freight and distribution expenses in cost of product sales. The Company
excludes certain taxes from the transaction price (e.g., sales, value added and some excise taxes). The
Company’s contracts with customers may include promises to transfer products or services to a customer. Determining whether products
and services are considered distinct performance obligations that should be accounted for separately versus together may require judgment
to determine the stand-alone selling price (“SSP”) for each distinct performance obligation. SSP is directly observable,
and the Company can use a range of amounts to estimate SSP, as it sells products and services separately, and can determine whether there
is a discount to be allocated based on the relative SSP of the various products and services, for the various geographies. The
Company’s payment terms vary by the type and location of the Company’s customer and products or services offered. Payment
terms differ by jurisdiction and customer, but payment is generally required in a term ranging from 30 to 60 days from date of shipment
or satisfaction of the performance obligation. From time to time the Company may receive prepayment from customers for products to be
manufactured or component materials to be procured and shipped in future dates. Customer payments in advance of the applicable performance
obligation are deferred and recognized when the product has been tendered to the customer. R&D
Revenue All
contracts with customers are evaluated under the five-step model described above. The company recognizes income from R&D milestone-based
contracts when those milestones are reached and non-milestone contracts and grants when earned. These projects are invoiced after expenses
are incurred. Any projects or grants funded in advance are deferred until earned. License
and Royalty Revenues The
Company receives royalty revenue on sales by its licensee of products covered under patents that the Company owns. License Revenues are
recorded based on the achievement of contract milestones. Royalty revenue is based on estimates of the sales that occurred during the
relevant period as a component of license and royalty revenue. The relevant period estimates of sales are based on interim data provided
by the licensee and analysis of historical royalties that have been paid to the Company, adjusted for any changes in facts and circumstances,
as appropriate. Differences between actual and estimated royalty revenue are adjusted for in the period in which they become known, typically
the following quarter. Historically, the Company has not recorded any royalty revenue and has not received any royalties from its licensee.
Cash and Cash EquivalentsCash
and Cash Equivalents For
purposes of the Consolidated Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months
or less to be cash equivalents. As of June 30, 2021, the Company places all of its cash and with one financial institution. Such funds
are insured by The Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Cash balances could exceed insured amounts
at any given time; however, the Company has not experienced any such losses. At June 30, 2021 and December 31, 2020 there were no cash
equivalents.
Allowances for Sales Returns and Doubtful AccountsAllowances
for Sales Returns and Doubtful Accounts The
allowance for sales returns is based on the Company’s estimates of potential future product returns and other allowances related
to current period product revenue. The Company analyzes historical returns, current economic trends and changes in customer demand and
acceptance of the Company’s products. The allowance for doubtful accounts is based on the Company’s assessment of the
collectability of customer accounts and the aging of the related invoices, and represents the Company’s best estimate of probable credit
losses in its existing trade accounts receivable. The Company regularly reviews the allowance by considering factors such as historical
experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a
customer’s ability to pay. We determined that no allowances for sales returns and doubtful accounts were required at June 30, 2021
and December 31, 2020.
Property and EquipmentProperty
and Equipment Property
and equipment are carried at cost and depreciated or amortized using a straight-line basis over the estimated useful lives of assets,
as follows:
Computer equipment 3 years
Office furniture and equipment 5 years
Laboratory equipment 4 years
Manufacturing equipment 5 years Leasehold
improvements are depreciated over the shorter of their estimated useful lives or the term of the respective lease on a straight line
basis. The
cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired
or disposed of, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will
be reflected in operations. The
Company will assess the recoverability of property and equipment by determining whether the depreciation and amortization of these assets
over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any,
will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management.
Income TaxesIncome
Taxes The
Company accounts for income taxes under an asset and liability approach that recognizes deferred tax assets and liabilities based on
the difference between the financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates in
effect in the years in which the differences are expected to reverse. The
Company follows a more-likely than -not threshold for financial statement recognition and measurement of a tax position taken, or expected
to be taken, in a tax return. The
company assesses the realizability of its net deferred tax assets on an annual basis. If, after considering all relevant positive and
negative evidence, it is more likely than not that some portion or all of the net deferred tax assets will not be realized, the Company
will reduce the net deferred tax assets by a valuation allowance. The realization of the net deferred tax assets is dependent on several
factors, including the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. The
Company has no uncertain tax positions at any of the dates presented.
Foreign Currency TranslationForeign
Currency Translation The
Company derives a portion of its revenue from foreign countries, but customers pay in U.S. Dollars. Therefore, no adjustments are required
in the accompanying consolidated financial statements for foreign currency transactions.
Research and Development CostsResearch
and Development Costs The
Company expenses the cost of research and development as incurred. Research and development expenses comprise costs incurred in performing
research and development activities, including clinical trial costs, manufacturing costs for both clinical and pre-clinical materials
as well as other contracted services, license fees, and other externa costs. Nonrefundable advance payments for goods and services that
will be used in future research and development activities are expensed when the activity is performed or when the goods have been received,
rather when payment is made, in accordance with ASC 730, Research and Development
Fair Value MeasurementsFair
Value Measurements Fair
value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP established a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs ( Level 3 measurements). These tiers include:
● 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 had no assets or liabilities which were measured at fair value on a nonrecurring basis during the reporting periods.
Fair Value of Financial InstrumentsFair
Value of Financial Instruments In
accordance with current accounting standards, certain assets and liabilities must be measured at fair value. ASC 820 defines fair value
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 (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase
the consistency and comparability of fair value measurements and the related disclosures. ASC 820 requires that certain assets and liabilities
must be measured at fair value, and the standard details the disclosures that are required for items measured at fair value. The Company
had no assets and liabilities required to be measured on a recurring basis at June 30, 2021 and December 31, 2020. The
current assets and current liabilities reported on the Company’s balance sheets are estimated by management to approximate fair
market value due to their short-term nature.
Employee Stock-based CompensationEmployee
Stock-based Compensation Stock-based
compensation issued to employees and members of the Company’s Board of Directors is measured at the date of grant based on the
estimated fair value of the award, net of estimated forfeitures. The grant date fair value of a stock-based award is recognized as an
expense over the requisite service period of the award on a straight-line basis. For
purposes of determining the variables used in the calculation of stock-based compensation issued to employees, the Company performs an
analysis of current market data and historical data to calculate an estimate of implied volatility, the expected term of the option and
the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, the Company uses these estimates
as variables in the Black-choles option pricing model. Depending upon the number of stock options granted, any fluctuations in these
calculations could have a material effect on the results presented in the Company’s Statements of Operations. In addition, any
differences between estimated forfeitures and actual forfeitures could also have a material impact on the Company’s financial statements.
Stock-Based Compensation Issued to Non-employeesStock-Based
Compensation Issued to Non-employees Common
stock issued to non-employees for acquiring goods or providing services is recognized at fair value when the goods are obtained or over
the service period, which is generally the vesting period. If the award contains performance conditions, the measurement date of the
award is the earlier of the date at which a commitment for performance by the non-employee is reached or the date at which performance
is reached. A performance commitment is reached when performance by the non-employee is probable because of sufficiently large disincentives
for nonperformance.
Earnings per ShareEarnings
per Share The
computation of basic earnings per common share is based on the weighted average number of shares outstanding during the period. The computation
of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the weighted
average common stock equivalents which would arise from the exercise of stock options, warrants, convertible preferred stock and other
rights during the period. For
the period ended June 30, 2021, the diluted weighted average number of shares is the same as the basic weighted average number of shares
as the inclusion of any common stock equivalents would be anti-dilutive.
Recent Accounting Pronouncements Affecting the Company:Recent
Accounting Pronouncements Affecting the Company: Recently
Adopted In
May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” The accounting guidance sets
out a five-step approach to revenue recognition. The new guidance requires expanded disclosures to provide greater insight into both
revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. The Company adopted
the ASU 2014-09 (Topic 606) effective January 1, 2019. In
February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842),” which amends existing accounting standards for leases. The
ASU requires lessees to recognize most leases on their balance sheet as a lease liability with a corresponding right-of-use asset. Right-of-use
assets and lease liabilities are recorded at the present value of minimum lease payments. The Company adopted the ASU effective January
1, 2019. We recognized a $121,838 right-of-use asset and $163,223 related lease liability as of June 30, 2021 and $232,065 right-of-use
asset and $313,146 related lease liability as of December 31, 2020 for our operating lease. For our operating lease, the asset is included
in other long-term assets on the balance sheet and is amortized within operating income over the lease term. The long-term component
of the lease liability is included in other long-term liabilities, net, and the current component is included in other current liabilities.
See Note 8 for further details regarding Nanomix’s leases. ASU
2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In
December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended
to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles
in ASC 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years,
and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. This guidance had no
effect on the Company’s consolidated financial statements upon adoption in 2021.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)6 Months Ended
Jun. 30, 2021
Accounting Policies [Abstract]
Schedule of property and equipmentComputer equipment 3 years
Office furniture and equipment 5 years
Laboratory equipment 4 years
Manufacturing equipment 5 years

Revenue (Tables)

Revenue (Tables)6 Months Ended
Jun. 30, 2021
Revenue [Abstract]
Schedule of table disaggregates total revenuesSix-Months ended
June 30, June 30,
Net Product sales $ - $ 47,904
R&D revenue - -
Government grant income 141,778 311,091
License and royalty revenue - -
$ 141,778 $ 358,995

Property and Equipment (Tables)

Property and Equipment (Tables)6 Months Ended
Jun. 30, 2021
Property, Plant and Equipment [Abstract]
Schedule of property and equipmentAs of As of
2021 2020
Computer Equipment &Office Equipment $ 20,730 $ 16,511
Lab Equipment 294,578 294,578
Manufacturing Equipment 140,792 113,393
Furniture and fixtures 14,370 14,370
Leasehold Improvements 20,232 20,232
Total property and equipment 490,702 459,084
Accumulated depreciation (410,949 ) (393,472 )
Total property and equipment, net of accumulated depreciation $ 79,753 $ 65,612

Commitments and Contingencies (

Commitments and Contingencies (Tables)6 Months Ended
Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Schedule of preferred stock by seriesConvertible Preferred Stock Issued and Issue price Outstanding value
Series AA (Authorized: 1,045,650): 1,045,650 $ 1.15 $ 1,202,497.50
Series BB (Authorized: 22,120,639): 22,120,639 0.08111 1,794,205.03
Series CC (Authorized: 13,761,489): 13,761,489 0.46175 6,354,367.55
Series DD (Authorized: 45,000,000): 33,790,975 0.61971 20,940,605.12
Series EE-1 (Authorized: 17,000,000): 14,030,343 0.32276 4,528,433.51
Series EE-2 (Authorized: 18,000,000): 16,265,953 0.32276 5,249,998.99
101,015,049 $ 40,070,107.70
Schedule of converted preferred stockConvertible Preferred Stock Preferred Conversion Common
Series AA: 1,045,650 1.2220 1,277,784
Series BB: 22,120,639 1.0000 22,120,639
Series CC: 13,761,489 1.0823 14,894,060
Series DD: 33,790,975 1.1377 38,443,992
Series EE-1: 14,030,343 1.0000 14,030,343
Series EE-2: 16,265,953 1.0000 16,265,953
Total Preferred Stock: 101,015,049 107,032,771

Leases (Tables)

Leases (Tables)6 Months Ended
Jun. 30, 2021
Leases [Abstract]
Schedule of financial information associated with our leaseBalance Sheet June 30, December 31,
Classification 2021 2020
Right-of-use assets Other long-term assets $ 121,838 $ 232,065
Current lease liabilities Other current liabilities 163,223 313,146
Non-current lease liabilities Other long-term liabilities 0 0
As of June 30, 2021, our maturities of our lease liability are as follows:
2021 $ 170,480
Total $ 170,480
Less: Imputed interest -7,257
Present value of lease liabilities $ 163,223

Warrants (Tables)

Warrants (Tables)6 Months Ended
Jun. 30, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of warrants outstandingWeighted
Warrants Exercise
Outstanding at December 31, 2020 11,627,995 $ 0.01
Granted with exercise price $0.01 708,754 0.01
Exercised/Expired/Forfeited -
Outstanding at June 4, 2021 12,336,749 $ 0.01
Converted during merge 363,457,686 0.000339427
BTHE warrants 38,458,320
Granted after merge 596,956,135 0.01190
Exercised/Expired/Forfeited -
Outstanding at June 30, 2021 998,872,141 0.00724
Exercisable at June 30, 2021 998,872,141 $ 0.00724

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)6 Months Ended
Jun. 30, 2021
Share-based Payment Arrangement [Abstract]
Schedule of stock option activityTotal
Weighted Weighted
Options Exercise Intrinsic Remaining
Outstanding at December 31, 2020 14,335,000 $ 0.04 $ 0.01 6.81
Granted 1,530,000 0.05 - 8.67
Exercised/Expired/Forfeited (695,000 ) (0.05 ) - -
Outstanding at June 30, 2021 15,170,000 $ 0.04 $ 0.01 5.81
Exercisable at June 30, 2021 12,126,273 $ 0.04 $ 0.01 4.70
Expected to be vested 3,043,727 $ 0.05 $ 0.00 7.86

Warrants and Options Valuation

Warrants and Options Valuation (Tables)6 Months Ended
Jun. 30, 2021
Warrants And Options Valuation [Abstract]
Schedule of Black-Scholes option-pricing methodFor the period ended
June 30, June 30,
Expected dividend yield 0.00 % 0.00 %
Expected stock-price volatility 54.97% - 127.15 % 54.97% - 121.02 %
Risk-free rate 0.70% - 2.82 % 0.61% - 2.82 %
Term of options 5 - 10 5 - 10
Stock price $ 0.05 $ 0.05

Related Party Transactions (Tab

Related Party Transactions (Tables)6 Months Ended
Jun. 30, 2021
Related Party Transactions [Abstract]
Schedule of related party transactionsJune 30, December 31,
Account payable and accrued expenses, related party:
Mr. Ludvigson 50,000 50,000
Loraine Upham 11,995 -
David Platt 4,399 -
S. Colin Neill 73,750 -
Stephen A. Spanos 2,450 -
Upham Bioconsulting, LLC 6,113 -
Uphambc Consulting 20,000 -
$ 168,707 $ 0
Accrued interest, related party:
Mr. Gruener 0 1,667,203
Mr. Fiddler 0 127,788
Mr. Ludvigson 0 15,241
$ 0 $ 1,810,232
Notes payable, related party – net of current portion:
Mr. Gruener 0 7,182,000
Mr. Fiddler 0 950,000
Mr. Ludvigson 0 175,000
$ 0 $ 8,307,000
Senior Secured Convertible note, related party:
Mr. Gruener 1,603,778 -
$ 1,603,778 $ 0

The Company and Nature of Bus_2

The Company and Nature of Business (Details)Feb. 12, 2018sharesNov. 10, 2010sharesJan. 26, 2021sharesJun. 30, 2021sharesJun. 04, 2021shares
The Company and Nature of Business (Details) [Line Items]
Common stock shares issued35,316,768
Common stock outstanding percentage80.00%
Series C convertible preferred stock101,015,049
RSU [Member]
The Company and Nature of Business (Details) [Line Items]
Exercisable shares of common stock6,070,842
Agreement and Plan of Merger [Member] | Boston Therapeutics, Inc. [Member]
The Company and Nature of Business (Details) [Line Items]
Common stock shares issued4,000,000
Common stock outstanding percentage100.00%
Contribution Agreement [Member] | CureDM Group Holdings, LLC [Member]
The Company and Nature of Business (Details) [Line Items]
Common stock shares issued47,741,140
Number of shares issued at time of delivered25,000,000
Number of shares issued at time of milestones22,741,140
Number of tranches for delivered | Tranches4
Number of shares issued per tranches5,685,285
Common Stock [Member]
The Company and Nature of Business (Details) [Line Items]
Common stock shares issued813,125
Exercisable shares of common stock2,100,911
Series C Convertible Preferred Stock [Member]
The Company and Nature of Business (Details) [Line Items]
Series C convertible preferred stock1,000,000

Basis of presentation (Details)

Basis of presentation (Details) - USD ($) $ in Millions6 Months Ended
Jun. 30, 2021Jun. 30, 2020
Accounting Policies [Abstract]
Net losses $ 4.8 $ 3.2

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)Jun. 30, 2021Dec. 31, 2020
Accounting Policies [Abstract]
Funds insured $ 250,000
Right-of-use asset121,838 $ 232,065
Related lease liability $ 163,223 $ 313,146

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of property and equipment6 Months Ended
Jun. 30, 2021
Computer equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life3 years
Office furniture and equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life5 years
Laboratory equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life4 years
Manufacturing equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life5 years

Revenue (Details)

Revenue (Details) - USD ($)6 Months Ended12 Months Ended
Jun. 30, 2021Dec. 31, 2020
Revenue [Abstract]
Unearned advanced revenues $ 293,523 $ 188,741

Revenue (Details) - Schedule of

Revenue (Details) - Schedule of table disaggregates total revenues - USD ($)6 Months Ended
Jun. 30, 2021Jun. 30, 2020
Disaggregation of Revenue [Line Items]
Revenue $ 141,778 $ 358,995
Net Product sales [Member]
Disaggregation of Revenue [Line Items]
Revenue 47,904
R&D revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue
Government grant income [Member]
Disaggregation of Revenue [Line Items]
Revenue141,778 311,091
License and royalty revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue

Property and Equipment (Details

Property and Equipment (Details) - USD ($)6 Months Ended
Jun. 30, 2021Jun. 30, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense $ 17,476 $ 12,347

Property and Equipment (Detai_2

Property and Equipment (Details) - Schedule of property and equipment - USD ($)6 Months Ended12 Months Ended
Jun. 30, 2021Dec. 31, 2020
Schedule of property and equipment [Abstract]
Computer Equipment &Office Equipment $ 20,730 $ 16,511
Lab Equipment294,578 294,578
Manufacturing Equipment140,792 113,393
Furniture and fixtures14,370 14,370
Leasehold Improvements20,232 20,232
Total property and equipment490,702 459,084
Accumulated depreciation(410,949)(393,472)
Total property and equipment, net of accumulated depreciation $ 79,753 $ 65,612

Notes Payable and Convertible_2

Notes Payable and Convertible Notes Payable (Details) - USD ($)Jun. 04, 2021May 05, 2020Mar. 02, 2015Dec. 13, 2013Jun. 30, 2013Jun. 29, 2013May 07, 2012Dec. 31, 2011Jun. 25, 2021May 31, 2018Sep. 30, 2016Aug. 31, 2016Mar. 31, 2021Jun. 30, 2021Jun. 30, 2020Dec. 31, 2020Jun. 03, 2021
Notes Payable and Convertible Notes Payable (Details) [Line Items]
Outstanding notes $ 10,639,615.96 $ 297,820
Advance from related party $ 302,500 $ 850,000
Proceeds from promissory notes $ 410,000 $ 250,000
License agreement years7 years
Note payable marketing, description●A
marketing fee of $850,000, for development of video content and an electronic press kit which will be used ongoing to support product
marketing. This fee is paid with a promissory note of $450,000 and a number of shares of stock of the Company valued at $400,000, based
on the closing price on the day prior to the effective date;
●Quarterly
fees for the first two years of up to $100,000 and issuance of 100,000 shares each quarter, based on sales volumes. The Company has the
right to make all the stock payments in cash; and
 
●a
royalty of 5% of the gross licensed marks sales up to $10,000,000, 7.5% royalty on sales from $10,000,000 to $50,000,0000 and 10% on
sales over $50,000,000,payable monthly as well as a 1% of all revenue for all Company products as of the date hereof.
 The
Note Payable of $450,000 bears interest at 8% and matures December 31, 2019, unless the Company raises $750,000 through Level Brands
prior to that date in which case the Note is to be repaid in full including accrued interest. Accrued interest at June 30, 2021 and December
31, 2020 totaled $108,493 and $0, respectively. 
Issued common stock $ 400,000
Accrued expenses400,000
Related parties $ 610,000
Dr David Platt [Member]
Notes Payable and Convertible Notes Payable (Details) [Line Items]
Advance from related party $ 257,820
Interest rate6.50%
Dr David Platt [Member] | Promissory Note [Member]
Notes Payable and Convertible Notes Payable (Details) [Line Items]
Advance from related party $ 20,000
Interest rate6.50%
Proceeds from promissory notes $ 40,000
Notes payable [Member]
Notes Payable and Convertible Notes Payable (Details) [Line Items]
Notes payable, descriptionOn
March 2, 2015, the Board of Directors voted to reduce the amount that Dr. Platt was required to reimburse the Company to $82,355 and
to offset this amount against interest accrued in respect of the outstanding note payable to Dr. Platt. In addition, the Board determined
that Dr. Platt would be charged interest related to the $182,697 indemnification payment since funds were received by Dr. Platt in July
2014. The Board of Directors concluded the foregoing constituted complete satisfaction of Dr. Platt’s indemnification by the Company.
Accordingly, the Company recorded the reduction in accrued interest through equity during the year ended December 31, 2015. As of December
31, 2020 and December 31, 2019, the balance of the notes payable to Dr. Platt totaled $277,821 and are included Notes payable
In
December 2013, the Board of Directors agreed to indemnify Dr. Platt for legal costs incurred in connection with an arbitration (now concluded)
initiated before the American Arbitration Association by Galectin Therapeutics, Inc. (formerly named Pro-Pharmaceuticals, Inc.) for which
Dr. Platt previously served as CEO and Chairman. Galectin sought to rescind or reform the Separation Agreement entered into with Dr.
Platt upon his resignation from Galectin to remove a $1.0 million milestone payment which Dr. Platt asserted he was entitled to receive
and to be repaid all separation benefits paid to Dr. Platt. The Company initially capped the amount for which it would indemnify Dr.
Platt at $150,000 in December 2013 and Dr. Platt agreed to reimburse the indemnification amounts paid by the Company should he prevail
in the arbitration. The Board decided to indemnify Dr. Platt after considering a number of factors, including the scope of the Company’s
existing indemnification obligations to officers and directors and the potential impact of the arbitration on the Company. In May 2014,
the Board approved a $50,000 increase in indemnification support, solely for the payment of outside legal expenses. The Company recorded
a total of $182,697 in costs associated with Dr. Platt’s indemnification, of which $119,401 was expensed in the year ended December
31, 2013 and of which $63,296 was expensed in the year ended December 31, 2014. In July 2014, the arbitration was concluded in favor
of Dr. Platt, confirming the effectiveness of the separation agreement and payment was made to Dr. Platt in July 2014. On
March 2, 2015, the Board of Directors voted to reduce the amount that Dr. Platt was required to reimburse the Company to $82,355 and
to offset this amount against interest accrued in respect of the outstanding note payable to Dr. Platt.
Convertible Notes Payable [Member]
Notes Payable and Convertible Notes Payable (Details) [Line Items]
Stock Issued $ 8,700,000
Related parties $ 7,700,000
Interest rate15.00%
Warrant interest rate30.00%
Special preferred stock $ 0.32276
Notes convert, per share (in Dollars per share) $ 0.10759
Accrued interest1,960,116 1,429,327
Paycheck Protection Program [Member]
Notes Payable and Convertible Notes Payable (Details) [Line Items]
Interest rate1.00%
Accrued interest4,639 2,636
Cost $ 402,154
Interest rate25.00%
CJY Holdings Ltd [Member]
Notes Payable and Convertible Notes Payable (Details) [Line Items]
Notes payable $ 270,000
Interest rate10.00%
Accrued interest $ 9,889 0
Convertible Debt [Member]
Notes Payable and Convertible Notes Payable (Details) [Line Items]
Debt face amount $ 1,600,000 $ 1,600,000
Proceeds from issuance of convertible notes payable $ 1,327,300 $ 1,327,300
Convertible Debentures [Member]
Notes Payable and Convertible Notes Payable (Details) [Line Items]
Description of conversion featureThe Convertible Debentures have a stated interest
rate of 6% per annum payable quarterly beginning June 30, 2017 and were due two years from the date of issuance, the latest due September
15, 2018 and are convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $0.075
with certain anti-dilutive (reset) provisions and are subject to forced conversion if either i) the volume weighted average common stock
price for each of any 10 consecutive trading days equals or exceeds $0.50, or (ii) the Company’s elects to lists a class of securities
on a national securities exchange.
Outstanding notes $ 200,000
Convertible Notes Payable [Member]
Notes Payable and Convertible Notes Payable (Details) [Line Items]
Convertible note payable, descriptionOn
June 4,2021 as a part of merger, the principal amount and accrued interest were converted into 98,890,380 shares of Common Stock, fully
converting the notes and accrued interest as of 06/30/2021.
Senior Notes [Member]
Notes Payable and Convertible Notes Payable (Details) [Line Items]
Accrued interest $ 603,778 $ 510,444
Secured notes payable $ 1,000,000
Note payable and senior secured convertible notes, descriptionOn the maturity
date, the Company shall pay to the Holder an amount in cash representing 115% of all outstanding Principal. No interest shall accrue
thereunder unless and until an Event of Default has occurred. At any time after the Issuance Date, this Note may be convertible into
validly, fully paid and non-assessable shares of Common Stock. As an incentive to enter into the agreement, the noteholder was also granted
134,771,261 2-year warrants exercisable at $0.0119. The issuance of the note and warrants resulted in a loss on modification of debt
of $2,385,204. As of June 30, 2021, the note balance was $1,603,778.On
June 25, 2021, the Company and Gold Blaze Limited Vistra Corporate Services entered into exchange agreement, where the company issued
the Gold Blaze Limited Vistra Corporate Services Senior Secured Convertible Note in the principal amount of $500,000 with a maturity
date of June 25, 2023. On the maturity date, the Company shall pay to the Holder an amount in cash representing 115% of all outstanding
Principal. No interest shall accrue thereunder unless and until an Event of Default has occurred. At any time after the Issuance Date,
this Note may be convertible into validly, fully paid and non-assessable shares of Common Stock. As an incentive to enter into the agreement,
the noteholder was also granted 42,016,807 2-year warrants exercisable at $0.0119. The issuance of the note and warrants resulted in
a discount from the beneficial conversion feature totaling $500,000. As of June 30, 2021, the note was shown net of unamortized discount
of $0. In
June 25, 2021, the Company issued a Senior Secured Convertible Note to HT Investment MA LLC for a principal amount $5.0 million and
maturity date of June 25, 2023. On the maturity date, the Company shall pay to the Holder an amount in cash representing 115% of all
outstanding Principal. No interest shall accrue thereunder unless and until an Event of Default has occurred. At any time after the
Issuance Date, this Note may be convertible into validly, fully paid and non-assessable shares of Common Stock. As an incentive to
enter into the agreement, the noteholder was also granted 420,168,067 2-year warrants exercisable at $0.0119. The issuance of the
note and warrants resulted in a discount from the beneficial conversion feature totaling $4,500,000. Funds received were $4,500,000
net of an original issue discount of $
Senior Notes [Member] | Senior Secured Convertible Note [Member]
Notes Payable and Convertible Notes Payable (Details) [Line Items]
Note payable and senior secured convertible notes, descriptionOn
June 25, 2021, the Company and the $1.0 secured million note payable Holder entered into exchange agreement, whereby the company issued
the Holder a Senior Secured Convertible Note in the principal amount of $1,603,778 with a maturity date of June 18, 2023. On the maturity
date, the Company shall pay to the Holder an amount in cash representing 115% of all outstanding Principal. No interest shall accrue
thereunder unless and until an Event of Default has occurred. At any time after the Issuance Date, this Note may be convertible into
validly, fully paid and non-assessable shares of Common Stock. As an incentive to enter into the agreement, the noteholder was also granted
134,771,261 2-year warrants exercisable at $0.0119. The issuance of the note and warrants resulted in a loss on modification of debt
of $2,385,204. As of June 30, 2021, the note balance was $1,603,778. On
June 25, 2021, the Company and Gold Blaze Limited Vistra Corporate Services entered into exchange agreement, where the company issued
the Gold Blaze Limited Vistra Corporate Services Senior Secured Convertible Note in the principal amount of $500,000 with a maturity
date of June 25, 2023. On the maturity date, the Company shall pay to the Holder an amount in cash representing 115% of all outstanding
Principal. No interest shall accrue thereunder unless and until an Event of Default has occurred. At any time after the Issuance Date,
this Note may be convertible into validly, fully paid and non-assessable shares of Common Stock. As an incentive to enter into the agreement,
the noteholder was also granted 42,016,807 2-year warrants exercisable at $0.0119. The issuance of the note and warrants resulted in
a discount from the beneficial conversion feature totaling $500,000. As of June 30, 2021, the note was shown net of unamortized discount
of $0. In
June 25, 2021, the Company issued a Senior Secured Convertible Note to HT Investment MA LLC for a principal amount $5.0 million and
maturity date of June 25, 2023. On the maturity date, the Company shall pay to the Holder an amount in cash representing 115% of all
outstanding Principal. No interest shall accrue thereunder unless and until an Event of Default has occurred.
Senior Notes [Member] | Gold Blaze Limited Vistra Corporate [Member]
Notes Payable and Convertible Notes Payable (Details) [Line Items]
Note payable and senior secured convertible notes, descriptionOn
June 25, 2021, the Company and Gold Blaze Limited Vistra Corporate Services entered into exchange agreement, where the company issued
the Gold Blaze Limited Vistra Corporate Services Senior Secured Convertible Note in the principal amount of $500,000 with a maturity
date of June 25, 2023. On the maturity date, the Company shall pay to the Holder an amount in cash representing 115% of all outstanding
Principal. No interest shall accrue thereunder unless and until an Event of Default has occurred. At any time after the Issuance Date,
this Note may be convertible into validly, fully paid and non-assessable shares of Common Stock. As an incentive to enter into the agreement,
the noteholder was also granted 42,016,807 2-year warrants exercisable at $0.0119. The issuance of the note and warrants resulted in
a discount from the beneficial conversion feature totaling $500,000. As of June 30, 2021, the note was shown net of unamortized discount
of $0. In
June 25, 2021, the Company issued a Senior Secured Convertible Note to HT Investment MA LLC for a principal amount $5.0 million and
maturity date of June 25, 2023. On the maturity date, the Company shall pay to the Holder an amount in cash representing 115% of all
outstanding Principal. No interest shall accrue thereunder unless and until an Event of Default has occurred. At any time after the
Issuance Date, this Note may be convertible into validly, fully paid and non-assessable shares of Common Stock. As an incentive to
enter into the agreement, the noteholder was also granted 420,168,067 2-year warrants exercisable at $0.0119. The issuance of the
note and warrants resulted in a discount from the beneficial conversion feature totaling $4,500,000. Funds received were $4,500,000
net of an original issue discount of $500,000. As of June 30, 2021, the note was shown net of unamortized discount of $0. 

Commitments and Contingencies_2

Commitments and Contingencies (Details) - USD ($)Jun. 04, 2021Jun. 30, 2021Jun. 30, 2020
Commitments and Contingencies (Details) [Line Items]
Convertible shares1,000
Capitalized Contract Cost, Net (in Dollars) $ 569,647
Amount received (in Dollars)569,467
Other Selling, General and Administrative Expense (in Dollars) $ 138,712 $ 127,989
Nanomix [Member]
Commitments and Contingencies (Details) [Line Items]
Preferred stock convert into common stock35,316,768
Preferred Stock [Member]
Commitments and Contingencies (Details) [Line Items]
Convertible shares101,015,049
Common Stock [Member]
Commitments and Contingencies (Details) [Line Items]
Convertible shares107,032,771
Series B Preferred Stock [Member]
Commitments and Contingencies (Details) [Line Items]
Convertible shares1,000,000
Series B preferred stock stated value (in Dollars per share) $ 1
Series B Preferred Stock outstanding963,964
Series C Convertible Preferred Stock [Member] | Nanomix [Member]
Commitments and Contingencies (Details) [Line Items]
Shares issued1,000,000

Commitments and Contingencies_3

Commitments and Contingencies (Details) - Schedule of preferred stock by seriesJun. 30, 2021USD ($)$ / sharesshares
Conversion of Stock [Line Items]
Issued and outstanding shares | shares101,015,049
Issue price | $ / shares $ 0.001
Outstanding value | $ $ 40,070,107.70
Series AA (Authorized: 1,045,650): [Member]
Conversion of Stock [Line Items]
Issued and outstanding shares | shares1,045,650
Issue price | $ / shares $ 1.15
Outstanding value | $ $ 1,202,497.50
Series BB (Authorized: 22,120,639): [Member]
Conversion of Stock [Line Items]
Issued and outstanding shares | shares22,120,639
Issue price | $ / shares $ 0.08111
Outstanding value | $ $ 1,794,205.03
Series CC (Authorized: 13,761,489): [Member]
Conversion of Stock [Line Items]
Issued and outstanding shares | shares13,761,489
Issue price | $ / shares $ 0.46175
Outstanding value | $ $ 6,354,367.55
Series DD (Authorized: 45,000,000): [Member]
Conversion of Stock [Line Items]
Issued and outstanding shares | shares33,790,975
Issue price | $ / shares $ 0.61971
Outstanding value | $ $ 20,940,605.12
Series EE-1 (Authorized: 17,000,000): [Member]
Conversion of Stock [Line Items]
Issued and outstanding shares | shares14,030,343
Issue price | $ / shares $ 0.32276
Outstanding value | $ $ 4,528,433.51
Series EE-2 (Authorized: 18,000,000): [Member]
Conversion of Stock [Line Items]
Issued and outstanding shares | shares16,265,953
Issue price | $ / shares $ 0.32276
Outstanding value | $ $ 5,249,998.99

Commitments and Contingencies_4

Commitments and Contingencies (Details) - Schedule of converted preferred stockJun. 30, 2021shares
Commitments and Contingencies (Details) - Schedule of converted preferred stock [Line Items]
Preferred stock shares Outstanding101,015,049
Common Stock Shares Outstanding107,032,771
Series AA: [Member]
Commitments and Contingencies (Details) - Schedule of converted preferred stock [Line Items]
Preferred stock shares Outstanding1,045,650
Conversion Ratio1.2220
Common Stock Shares Outstanding1,277,784
Series BB: [Member]
Commitments and Contingencies (Details) - Schedule of converted preferred stock [Line Items]
Preferred stock shares Outstanding22,120,639
Conversion Ratio1
Common Stock Shares Outstanding22,120,639
Series CC: [Member]
Commitments and Contingencies (Details) - Schedule of converted preferred stock [Line Items]
Preferred stock shares Outstanding13,761,489
Conversion Ratio1.0823
Common Stock Shares Outstanding14,894,060
Series DD: [Member]
Commitments and Contingencies (Details) - Schedule of converted preferred stock [Line Items]
Preferred stock shares Outstanding33,790,975
Conversion Ratio1.1377
Common Stock Shares Outstanding38,443,992
Series EE-1: [Member]
Commitments and Contingencies (Details) - Schedule of converted preferred stock [Line Items]
Preferred stock shares Outstanding14,030,343
Conversion Ratio1
Common Stock Shares Outstanding14,030,343
Series EE-2: [Member]
Commitments and Contingencies (Details) - Schedule of converted preferred stock [Line Items]
Preferred stock shares Outstanding16,265,953
Conversion Ratio1
Common Stock Shares Outstanding16,265,953

Leases (Details) - Schedule of

Leases (Details) - Schedule of financial information associated with our lease - USD ($)Jun. 30, 2021Dec. 31, 2020
Schedule of financial information associated with our lease [Abstract]
Right-of-use assets $ 121,838 $ 232,065
Current lease liabilities163,223 313,146
Non-current lease liabilities $ 0 0
2021170,480
Total170,480
Less: Imputed interest(7,257)
Present value of lease liabilities $ 163,223

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - USD ($)Jun. 04, 2021Jun. 30, 2021Feb. 11, 2021Jan. 26, 2021Jan. 25, 2021Dec. 31, 2020Jun. 30, 2013
Stockholders' Deficit (Details) [Line Items]
Common stock shares authorized137,000,000 137,000,000
Common stock par value (in Dollars per share) $ 0.00001 $ 0.00001
Common stock shares issued0 743,513
Common stock shares outstanding207,479,789 0 743,513
Shares issued603,125 210,000
Exercise price per share (in Dollars per share) $ 0.0354 $ 0.01
Convertible of preferred stock101,015,049
Conversion of shares107,032,771
Convertible of notes payable (in Dollars) $ 10,639,615.96 $ 297,820
Acrued interest of shares common stock98,890,380
Conversion rate (in Dollars) $ 0.10759
Common stock, shares issued916,914,554
Common stock, share outstanding916,914,554
Common stock, par value (in Dollars per share) $ 0.001
Series C Preferred Stock [Member]
Stockholders' Deficit (Details) [Line Items]
Shares issued1,000,000
Convertible of preferred stock1,000,000

Warrants (Details)

Warrants (Details) - USD ($)6 Months Ended
Jun. 30, 2021Jun. 30, 2020Jun. 25, 2021Dec. 14, 2020Jan. 03, 2020Sep. 01, 2018
Warrants (Details) [Line Items]
Purchase of aggregate shares8,067,441 134,771,261 600,000 569,308 3,100,000
Exercise price, per share $ 0.01 $ 0.01190 $ 0.01 $ 0.01 $ 0.01
Warrants issuance $ 33,154 $ 48,605
Issuance of warrants $ 24,733
Debt discount $ 5,000,000
Gold Blaze Limited [Member]
Warrants (Details) [Line Items]
Purchase of aggregate shares42,016,807
Exercise price, per share $ 0.01190
HT Investments MA LLC [Member]
Warrants (Details) [Line Items]
Purchase of aggregate shares420,168,067
Exercise price, per share $ 0.01190

Warrants (Details) - Schedule o

Warrants (Details) - Schedule of warrants outstanding - $ / shares1 Months Ended6 Months Ended
Jun. 30, 2021Jun. 03, 2021
Schedule of warrants outstanding [Abstract]
Warrants, Outstanding at beginning11,627,995
Weighted Average Exercise Price, Outstanding at beginning $ 0.01
Warrants, Granted with exercise price $0.01708,754
Weighted Average Exercise Price, Granted with exercise price $0.01 $ 0.01
Warrants, Exercised/Expired/Forfeited
Weighted Average Exercise Price, Exercised/Expired/Forfeited
Warrants, Outstanding at end998,872,141 12,336,749
Weighted Average Exercise Price, Outstanding at end $ 0.00724 $ 0.01
Warrants, Exercisable at June 30, 2021998,872,141
Weighted Average Exercise Price, Exercisable at June 30, 2021 $ 0.00724
Warrants, Converted during merge363,457,686
Weighted Average Exercise Price, Converted during merge $ 0.000339427
Warrants, BTHE warrants38,458,320
Weighted Average Exercise Price, BTHE warrants
Warrants, Granted after merge596,956,135
Weighted Average Exercise Price, Granted after merge $ 0.01190

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($)6 Months Ended12 Months Ended
Jun. 30, 2021Jun. 30, 2020Dec. 31, 2020Dec. 30, 2020
Stock-Based Compensation (Details) [Line Items]
Percentage of fair market value, descriptionThe exercise price for each option is determined by the Board of Directors, but will be (i) in the case of an incentive
stock option, (A) granted to an employee who, at the time of grant of such option, is a 10% Holder, no less than 110% of the fair market
value per share on the date of grant; or (B) granted to any other employee, no less than 100% of the fair market value per share on the
date of grant; and (ii) in the case of a nonstatutory stock option, no less than 100% of the fair market value per share on the date
of grant.
Aggregate options share695,000
Options exercised or forfeited $ 695,000
Remain outstanding15,170,000 14,335,000
Exercise price $ 0.001
Options to purchase, common stock1,530,000
Options remain outstanding shares15,170,000
General and administrative expense $ 59,094 $ 41,119
Unrecognized compensation expense $ 122,266
Term of weighted average period1 year 7 months 24 days
Maximum [Member]
Stock-Based Compensation (Details) [Line Items]
Shares of common stock issued19,410,000
2010 Stock Plan [Member]
Stock-Based Compensation (Details) [Line Items]
Aggregate options share29,481,000
Options exercised or forfeited $ 15,146,000
Remain outstanding14,335,000
2010 Stock Plan [Member] | Maximum [Member]
Stock-Based Compensation (Details) [Line Items]
Exercise price $ 0.08
2010 Stock Plan [Member] | Minimum [Member]
Stock-Based Compensation (Details) [Line Items]
Exercise price0.01
Board of Directors Chairman [Member]
Stock-Based Compensation (Details) [Line Items]
Exercise price $ 0.05

Stock-Based Compensation (Det_2

Stock-Based Compensation (Details) - Schedule of stock option activity - USD ($) $ / shares in Units, $ in ThousandsDec. 31, 2020Jun. 30, 2021
Schedule of stock option activity [Abstract]
Options, Outstanding at begining (in Shares)14,335,000
Weighted Average Exercise Price, Outstanding at Beginning Balance $ 0.04
Total Weighted Average Intrinsic Value, Outstanding at Beginning Balance $ 0.01
Remaining Life, Outstanding at Beginning Balance6 years 9 months 21 days
Options, Granted (in Shares)1,530,000
Weighted Average Exercise Price, Granted $ 0.05
Total Weighted Average Intrinsic Value, Granted
Remaining Life, Granted8 years 8 months 1 day
Options, Exercised/Expired/Forfeited (in Shares)(695,000)
Weighted Average Exercise Price, Exercised/Expired/Forfeited $ (0.05)
Total Weighted Average Intrinsic Value, Exercised/Expired/Forfeited
Remaining Life, Exercised/Expired/Forfeited
Options, Outstanding at ending (in Shares)15,170,000
Weighted Average Exercise Price, Outstanding at ending $ 0.04
Total Weighted Average Intrinsic Value, Outstanding at ending $ 0.01
Remaining Life, Outstanding at ending5 years 9 months 21 days
Options, Exercisable at June 30, 2021 (in Shares)12,126,273
Weighted Average Exercise Price, Exercisable at June 30, 2021 $ 40,000
Total Weighted Average Intrinsic Value, Exercisable at June 30, 2021 (in Dollars) $ 10
Remaining Life, Exercisable at June 30, 20214 years 8 months 12 days
Options, Expected to be vested (in Shares)3,043,727
Weighted Average Exercise Price, Expected to be vested $ 0.05
Total Weighted Average Intrinsic Value, Expected to be vested $ 0
Remaining Life, Expected to be vested7 years 10 months 9 days

Warrants and Options Valuatio_2

Warrants and Options Valuation (Details) - Schedule of Black-Scholes option-pricing method - $ / shares6 Months Ended
Jun. 30, 2021Jun. 30, 2020
Warrants and Options Valuation (Details) - Schedule of Black-Scholes option-pricing method [Line Items]
Expected dividend yield0.00%0.00%
Stock price (in Dollars per share) $ 0.05 $ 0.05
Minimum [Member]
Warrants and Options Valuation (Details) - Schedule of Black-Scholes option-pricing method [Line Items]
Expected stock-price volatility54.97%54.97%
Risk-free rate0.70%0.61%
Term of options5 years5 years
Maximum [Member]
Warrants and Options Valuation (Details) - Schedule of Black-Scholes option-pricing method [Line Items]
Expected stock-price volatility127.15%121.02%
Risk-free rate2.82%2.82%
Term of options10 years10 years

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)1 Months Ended6 Months Ended12 Months Ended
Jun. 25, 2021Jun. 30, 2021Dec. 31, 2020Jun. 04, 2021Jun. 30, 2013
Related Party Transactions (Details) [Line Items]
Secured note payable $ 0 $ 8,307,000
Related accrued interest $ 603,778
Convertible notes payable, total balance $ 10,639,615.96 $ 297,820
Note payable, descriptionthe Company issued a senior secured convertible note to Mr. Garrett Gruener, its investor, with a principal amount of $1,603,778 and 134,771,261
2-year warrants exercisable at $0.0119. As an incentive to enter into the agreement, the noteholder was also granted 134,771,261 2-year warrants exercisable at $0.0119. The issuance
of the note and warrants resulted in a loss on modification of debt of $2,385,204. As of June 30, 2021, the note balance was $1,603,778 (see Note 6).
Accrued Expenses [Member]
Related Party Transactions (Details) [Line Items]
Due to related party $ 118,707 0
Mr. Garrett Gruener [Member]
Related Party Transactions (Details) [Line Items]
Secured note payable $ 1,000,000 1,000,000
Mr. Gruener [Member]
Related Party Transactions (Details) [Line Items]
Convertible notes payable, total balance6,182,000
Mr. Fiddler [Member]
Related Party Transactions (Details) [Line Items]
Convertible notes payable, total balance950,000
Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Convertible notes payable, total balance175,000
Accrued salary payable $ 50,000 $ 50,000

Related Party Transactions (D_2

Related Party Transactions (Details) - Schedule of related party transactions - USD ($)Jun. 30, 2021Dec. 31, 2020
Account payable and accrued expenses, related party:
Account payable and accrued expenses, related party $ 168,707 $ 0
Accrued interest, related party:
Accrued interest, related party0 1,810,232
Notes payable, related party – net of current portion:
Notes payable, related party – net of current portion0 8,307,000
Senior Secured Convertible note, related party:
Senior Secured Convertible note, related party1,603,778 0
Mr. Ludvigson [Member]
Account payable and accrued expenses, related party:
Account payable and accrued expenses, related party50,000 50,000
Accrued interest, related party:
Accrued interest, related party0 15,241
Notes payable, related party – net of current portion:
Notes payable, related party – net of current portion0 175,000
Loraine Upham [Member]
Account payable and accrued expenses, related party:
Account payable and accrued expenses, related party11,995
David Platt [Member]
Account payable and accrued expenses, related party:
Account payable and accrued expenses, related party4,399
S. Colin Neill [Member]
Account payable and accrued expenses, related party:
Account payable and accrued expenses, related party73,750
Stephen A. Spanos [Member]
Account payable and accrued expenses, related party:
Account payable and accrued expenses, related party2,450
Upham Bioconsulting, LLC [Member]
Account payable and accrued expenses, related party:
Account payable and accrued expenses, related party6,113
Uphambc Consulting [Member]
Account payable and accrued expenses, related party:
Account payable and accrued expenses, related party20,000
Mr. Gruener [Member]
Accrued interest, related party:
Accrued interest, related party0 1,667,203
Notes payable, related party – net of current portion:
Notes payable, related party – net of current portion0 7,182,000
Senior Secured Convertible note, related party:
Senior Secured Convertible note, related party1,603,778
Mr. Fiddler [Member]
Accrued interest, related party:
Accrued interest, related party0 127,788
Notes payable, related party – net of current portion:
Notes payable, related party – net of current portion $ 0 $ 950,000

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Millions6 Months Ended12 Months Ended
Jun. 30, 2021Dec. 31, 2020Dec. 31, 2019
Income Tax Disclosure [Abstract]
Net operating loss carryforward $ 91
Future taxable income $ 557
Allowance against deferred tax asset, percentage100.00%100.00%
Federal and state tax authorities, descriptionAll of the Company’s tax years will remain open three
and four years for examination by the Federal and state tax authorities, respectively, from the date of utilization of the net operating
loss.

Subsequent Events (Details)

Subsequent Events (Details) $ in Millions6 Months Ended
Jun. 30, 2021USD ($)
Subsequent Events [Abstract]
Convertible notes payable $ 8.3
Net cash investment $ 5.8
Subsequent event, descriptionThe Company has received $4.5 million of net cash to date and expects to receive
the remaining $1.3 million in the Third Quarter of 2021.