Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 18, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54296 | |
Entity Registrant Name | AXIM Biotechnologies, Inc. | |
Entity Central Index Key | 0001514946 | |
Entity Tax Identification Number | 27-4029386 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 6191 Cornerstone Court | |
Entity Address, Address Line Two | E. Suite 114 | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92121 | |
City Area Code | (858) | |
Local Phone Number | 923-4422 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 233,649,403 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 97,498 | $ 47,282 |
Prepaid expenses | 42,858 | |
Other Current Assets | 13,839 | |
Total current assets | 97,498 | 103,979 |
Property and equipment, net of accumulated depreciation | 77,554 | 93,840 |
Other Assets: | ||
Intangible Asset, net | 3,792,204 | 3,989,427 |
Security deposit | 9,014 | 5,000 |
Operating lease right-of-use asset | 270,087 | 19,789 |
Total other assets | 4,071,305 | 4,014,216 |
TOTAL ASSETS | 4,246,357 | 4,212,035 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 1,239,965 | 1,316,248 |
Lease liability obligations (see Note 14) current portion | 88,475 | 19,789 |
Due to first insurance funding | 26,781 | |
Advances from shareholder | 65,170 | 47,720 |
Deferred revenue | 318,249 | 333,125 |
Derivative liability conversion feature | 6,653,636 | 1,648,831 |
Total current liabilities | 8,365,495 | 3,392,494 |
Long-term liabilities: | ||
Convertible note payable related party (Including accrued interest of $4,361) (net of unamortized debt discount of $239,258) | 15,103 | |
Convertible note payable (including accrued interest of $42,910 and $274,442, respectively) net of unamortized debt discount of $1,601,449 and $1,583,435, respectively (see note 9) | 1,358,870 | 1,383,416 |
Convertible note payable - related party (including accrued interest of $70,000 and $261,537, respectively) | 4,070,000 | 4,261,537 |
Lease liability obligations (see Note 14) | 187,494 | |
Total long-term liabilities | 5,631,467 | 5,644,953 |
TOTAL LIABILITIES | 13,996,962 | 9,037,447 |
STOCKHOLDERS DEFICIT | ||
Common stock, $0.0001 par value, 300,000,000 shares authorized 227,649,403 and 192,441,917 shares issued and outstanding, respectively | 22,765 | 19,245 |
Stock Subscription receivable | (1,000) | (46,000) |
Additional paid in capital | 60,838,679 | 59,191,469 |
Common stock to be issued | 135,000 | |
Accumulated deficit | (70,611,099) | (64,125,176) |
TOTAL STOCKHOLDERS DEFICIT | (9,750,605) | (4,825,412) |
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | 4,246,357 | 4,212,035 |
Convertible Preferred Stock Series B [Member] | ||
STOCKHOLDERS DEFICIT | ||
Preferred stock, value | ||
Convertible Preferred Stock Series C | ||
STOCKHOLDERS DEFICIT | ||
Preferred stock, value | $ 50 | $ 50 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Unamortized debt discount | $ 1,840,706 | $ 1,583,435 |
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares, issued | 227,649,403 | 192,441,917 |
Common stock, shares, outstanding | 227,649,403 | 192,441,917 |
Series B Convertible Preferred Stock | ||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares designated | 500,000 | 500,000 |
Preferred stock, shares issued | 500,000 | 500,000 |
Preferred stock, shares outstanding | 0 | 0 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares designated | 500,000 | 500,000 |
Preferred stock, shares issued | 500,000 | 500,000 |
Preferred stock, shares outstanding | 500,000 | 500,000 |
Convertible Note Payable - Related Party | ||
Accrued interest | $ 4,361 | |
Unamortized debt discount | 239,258 | |
Convertible note payable | ||
Accrued interest | 42,910 | $ 274,442 |
Unamortized debt discount | 1,601,449 | 1,583,435 |
Convertible Note Payable Related Parties [Member] | ||
Accrued interest | $ 70,000 | $ 261,537 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 9,929 | $ 17,078 | ||
Operating Expenses: | ||||
Research and development expenses | 34,074 | 35,171 | 54,409 | 79,364 |
Selling, general and administrative | 566,829 | 918,708 | 1,157,524 | 1,876,915 |
Depreciation and amortization | 106,755 | 106,014 | 213,509 | 197,233 |
Total operating expenses from continuing operations | 707,658 | 1,059,893 | 1,425,442 | 2,168,830 |
Loss from operations | (697,729) | (1,059,893) | (1,408,364) | (2,168,830) |
Other (income) expenses: | ||||
Interest income | (256) | |||
Change in fair value of derivative liability | 594,876 | (332,579) | 693,515 | (919,656) |
Derivative liability insufficient shares | 1,637,705 | 3,670,779 | ||
Amortization of debt discount | 41,480 | 50,489 | 76,652 | 86,080 |
Loss (Gain) on extinguishment of debt | 384,659 | (172,731) | 391,531 | |
Interest expense | 751,505 | 60,176 | 809,344 | 1,582,825 |
Total other expenses (income) | 3,025,566 | 162,745 | 5,077,559 | 1,140,524 |
Loss before provision of income tax | (3,723,295) | (1,222,638) | (6,485,923) | (3,309,354) |
Provision for income tax | ||||
NET LOSS | $ (3,723,295) | $ (1,222,638) | $ (6,485,923) | $ (3,309,354) |
Loss per share | ||||
Basic | $ (0.02) | $ (0.01) | $ (0.03) | $ 0.02 |
Diluted | $ (0.02) | $ (0.01) | $ (0.03) | $ 0.02 |
Weighted average common shares outstanding - basic | 226,264,788 | 154,945,617 | 220,412,153 | 151,076,091 |
Weighted average common shares outstanding - diluted | 226,264,788 | 154,945,617 | 220,412,153 | 151,076,091 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Common Stock [Member] | Series C Preferred Stocks [Member] | Common Stock To Be Issued [Member] | Additional Paid-in Capital [Member] | Stock Subscription Receivable [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 13,811 | $ 50 | $ 4,530,000 | $ 51,000,166 | $ (57,882,227) | $ (2,338,200) | |
Balance, shares at Dec. 31, 2021 | 138,099,981 | 500,000 | |||||
Common stock issued under S-1 | $ 400 | 594,470 | 594,870 | ||||
Common stock issued under s-1, shares | 4,000,000 | ||||||
Common stock issued against common stock to be issued purchase of ATD assets | $ 700 | (4,270,000) | 4,269,300 | ||||
Common stock issued against common stock to be issued purchase of atd, shares | 7,000,000 | ||||||
Common stock issued against common stock to be issued received in PY | $ 17 | (25,000) | 24,983 | ||||
Common stock issued against common stock to be issued received in PY, shares | 166,667 | ||||||
Common stock issued stock purchase agreements | $ 98 | 104,902 | 105,000 | ||||
Common stock issued stock purchase agreements, shares | 976,870 | ||||||
Common stock issued for services | $ 80 | (100,000) | 179,420 | 79,500 | |||
Common stock issued for services, shares | 802,115 | ||||||
Cashless exercise stock options | $ 28 | (28) | |||||
Cashless exercise stock options, shares | 282,759 | ||||||
Stock issued on settlement of debt | $ 17 | 32,927 | 32,944 | ||||
Stock issued on settlement of debt, shares | 173,390 | ||||||
Stock based compensation- stock options | 188,917 | 188,917 | |||||
Net loss | (2,086,714) | (2,086,714) | |||||
Ending balance, value at Mar. 31, 2022 | $ 15,151 | 135,000 | 56,395,057 | (59,968,941) | (3,423,683) | ||
Balance, shares at Mar. 31, 2022 | 151,501,782 | ||||||
Common stock issued under S-1 | $ 675 | 285,710 | 286,385 | ||||
Common stock issued under s-1, shares | 6,750,000 | ||||||
Stock issued settlement of claim | $ 354 | 225,817 | 226,171 | ||||
Stock issued settlement of claim, shares | 3,544,247 | ||||||
Shares issued extinguishment of debt Beneficial conversion payment of interest | 154,292 | 154,292 | |||||
Stock issued on settlement of debt | $ 89 | 64,107 | 64,196 | ||||
Stock issued on settlement of debt, shares | 891,610 | ||||||
Stock based compensation- stock options | 182,215 | 182,215 | |||||
Net loss | (1,222,638) | (1,222,638) | |||||
Ending balance, value at Jun. 30, 2022 | $ 16,269 | (3,423,683) | |||||
Balance, shares at Jun. 30, 2022 | 162,687,639 | ||||||
Beginning balance, value at Dec. 31, 2022 | $ 19,245 | $ 50 | 135,000 | 59,191,469 | (46,000) | (64,125,176) | (4,825,412) |
Balance, shares at Dec. 31, 2022 | 192,441,917 | 500,000 | |||||
Common stock issued under S-1 | $ 800 | 169,200 | 5,000 | 175,000 | |||
Common stock issued under s-1, shares | 8,000,000 | ||||||
Common stock issued against common stock to be issued | $ 100 | (135,000) | 134,900 | 0 | |||
Common stock issued against common stock to be issued, shares | 1,000,000 | ||||||
Shares issued extinguishment of debt Beneficial conversion payment of interest | $ 2,220 | 686,212 | 688,432 | ||||
Shares issued extinguishment of debt Beneficial conversion payment of interest, shares | 22,207,486 | ||||||
Debt modifications / conversions | 459,522 | 459,522 | |||||
Stock based compensation- stock options | 103,822 | 103,822 | |||||
Net loss | (2,762,628) | (2,762,628) | |||||
Ending balance, value at Mar. 31, 2023 | $ 22,365 | $ 50 | 0 | 60,745,125 | (41,000) | (66,887,804) | (6,161,264) |
Balance, shares at Mar. 31, 2023 | 223,649,403 | 500,000 | |||||
Common stock issued under S-1 | $ 400 | 72,150 | 40,000 | 112,550 | |||
Common stock issued under s-1, shares | 4,000,000 | ||||||
Stock based compensation- stock options | 21,404 | 21,404 | |||||
Net loss | (3,723,295) | (3,723,295) | |||||
Ending balance, value at Jun. 30, 2023 | $ 22,765 | $ 50 | $ 0 | $ 60,838,679 | $ (1,000) | $ (70,611,099) | $ (9,750,605) |
Balance, shares at Jun. 30, 2023 | 227,649,403 | 500,000 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (6,485,923) | $ (3,309,354) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | ||
Depreciation | 16,286 | 15,318 |
Derivative Liability insufficient Shares | 3,670,779 | |
Stock based compensation | 125,226 | 371,133 |
Amortization of prepaid insurance/expense | 42,858 | 166,659 |
Amortization of debt discount | 76,652 | 86,080 |
Common stock issued for services | 79,500 | |
Amortization of intangible assets | 197,224 | 197,223 |
Loss (gain) on extinguishment of debt | (172,731) | 391,531 |
Change in fair value of derivative liability | 693,515 | (919,656) |
Non-cash interest expense | 690,000 | 1,316,846 |
Proceeds from convertible notes | 102,387 | |
Changes in operating assets & liabilities: | ||
Decrease in other assets | 6,811 | |
Increase in shareholder advances | 17,450 | 1,701 |
(Increase) in prepaid expenses | (91,018) | |
Decrease in deferred revenue | (14,876) | |
Increase (decrease) in accounts payable and accrued expenses | 351,176 | 184,054 |
Net cash (used in) operating activities | (785,553) | (1,407,596) |
CASH FLOW FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (6,000) | |
Net cash (used in) investing activities | (6,000) | |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Common stock issued under registration statement on Form S-1 | 287,550 | 881,255 |
Common stock issued under SPA | 105,000 | |
Repayment of first insurance funding | (26,781) | 47,741 |
Proceeds from convertible notes | 575,000 | 1,325,000 |
Repayment of convertible notes | (1,243,200) | |
Repayment of promissory note | (90,000) | |
Net cash provided by financing activities | 835,769 | 1,025,796 |
Net (decrease) increase in cash and cash equivalents | 50,216 | (387,800) |
Cash and cash equivalents at beginning of period | 47,282 | 452,963 |
Cash and cash equivalents at end of period | 97,498 | 65,163 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest | ||
Income taxes - net of tax refund | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Common stock issued against common stock to be issued | 135,000 | 125,000 |
Initial derivative liability at issuance of notes | 1,265,000 | 2,641,846 |
Initial debt discount at issuance of notes | 825,000 | 1,325,000 |
Convertible note converted to common stock | 688,432 | 32,944 |
Convertible note issued against settlement of liabilities | 250,000 | |
Initial debt discount on extinguishment of notes | 209,522 | |
Common stock issued against stock subscription receivable | 40,000 | |
Common stock issued on cashless exercise of options | 28 | |
Common stock issued against Common stock to be issued for acquisition | $ 4,270,000 |
ORGANIZATION
ORGANIZATION | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | NOTE 1: ORGANIZATION The Company was originally incorporated in Nevada on November 18, 2010, as Axim International Inc. On July 24, 2014, the Company changed its name to AXIM Biotechnologies, Inc. to better reflect its business operations. The Companys principal executive office is located at 6191 Cornerstone Court E suite 114 San Diego Ca 92121. On August 7, 2014, the Company formed a wholly owned Nevada subsidiary named Axim Holdings, Inc. This subsidiary will be used to help facilitate the anticipated activities planned by the Company. On May 11, 2015 the Company acquired a 100% 5,826,706 On March 17, 2020, the Company acquired Sapphire Biotech, Inc., (Sapphire) which is research and Development Company that has a mission to improve global cancer care through the development of proprietary therapeutics for inhibiting cancer growth and metastasis. Sapphire is also developing a line of novel diagnostics for early cancer detection, response to treatment, and recurrence monitoring. Additionally, with the onset of the COVID-19 pandemic, the Company decided to begin creating COVID-19 rapid diagnostic tools, including multiple first-in-class COVID-19 neutralizing antibody tests and other innovations. Sapphires operations are located in the Greater San Diego Area. COVID-19 impact and related risks The ongoing global outbreak of COVID-19, and the various attempts throughout the world to contain it, have created significant volatility, uncertainty and disruption. In response to government directives and guidelines, health care advisories and employee and other concerns, A number of the Companys employees have had to work remotely from home and those on site have had to follow the Companys social distance guidelines, which could impact their productivity. COVID-19 could also disrupt the Companys operations due to absenteeism by infected or ill members of management or other employees, or absenteeism by members of management and other employees who cannot effectively work remotely but who elect not to come to work due to the illness affecting others in the Companys office or laboratory facilities, or due to quarantines. Because of COVID-19, travel, visits, and in-person meetings related to The Companys business have been severely curtailed or canceled and the Company has instead used on-line or virtual meetings to meet with potential customers and others. In addition to operational adjustments, the consequences of the COVID-19 pandemic have led to uncertainties related to The Companys business growth and ability to forecast the demand for its diagnostic testing and resulting revenues. The full extent to which the COVID-19 pandemic and the various responses to it might impact The Companys business, operations and financial results will depend on numerous evolving factors that are not subject to accurate prediction and that are beyond The Companys control. Changes to the Companys Board of Directors On January 4, 2022, Mauricio Gatto Bellora tendered his resignation as a member of the Companys Board of Directors, and the Company on that date accepted his resignation. Mr. Belloras decision to resign was not the result of any disagreement with the Company. On January 6, 2022, the record holder of 500,000 shares of the Companys Series C Preferred Stock, representing 100% of the 500,000 shares of Series C Preferred Stock issued and outstanding, which shares are entitled to cast a vote for election of up to four Series C Directors, whether by shareholder meeting Mr. Blake N. Schroeder, 42, began his career with a commercial litigation law firm in Salt Lake City, Utah. Beginning in 2008, Schroeder focused on the sale and marketing of natural products and opening international marketplaces to those products. From 2008 to 2014 Mr. Schroeder served in various capacities at MonaVie, LLC developing international business plans and growing international businesses. From August 2014 to February 2016, Mr. Schroeder served as the Chief Operating Officer of For evergreen International, where he was responsible for global operation and sales of the multinational organization, including oversight of a global supply chain. From 2021 to the present, Mr. Schroeder has served as the Chief Executive Officer and Chairman of the Board of Medical Marijuana, Inc. From 2016 to the present, Mr. Schroeder serves as the chief executive officer of Kannaway USA, LLC, a wholly owned subsidiary of Medical Marijuana, Inc. Medical Marijuana, Inc. is one of the Companys largest shareholders holding approximately 16.4% Changes in the Business On March 7, 2022, the Company announced that is has shifted its focus for its rapid COVID-19 Neutralizing Antibody (Nab)(NAb) Test to become For Research Use Only (RUO). The test will provide researchers an important tool for COVID-19 research and is not intended for use in diagnostic procedures. The Company has also entered a separation agreement with Empowered Diagnostics, LLC following the FDA recall of Empowereds products, including the NabNAb test. |
ACQUISITION OF INTELLECTUAL PRO
ACQUISITION OF INTELLECTUAL PROPERTY OF ADVANCED TEAR DIAGNOSTIC, LLC. | 6 Months Ended |
Jun. 30, 2023 | |
Acquisition Of Intellectual Property Of Advanced Tear Diagnostic Llc. | |
ACQUISITION OF INTELLECTUAL PROPERTY OF ADVANCED TEAR DIAGNOSTIC, LLC. | NOTE 2: ACQUISITION OF INTELLECTUAL PROPERTY OF ADVANCED TEAR DIAGNOSTIC, LLC. AXIM entered into two substantially contemporaneous transactions to acquire patents and 510(K) Licenses from Advanced Tear Diagnostics, LLC (the Seller) (collectively, the Asset Acquisition) for a total amount of $ 4,520,000 The first transaction occurred on July 29, 2021, in which AXIM purchased five patents (the Patents) from the Seller for $ 250,000 30,000 210,000 30,000 The second transaction occurred on August 26, 2021, in which AXIM purchased certain eye disease diagnostic technology, which consisted of a 510(K) license for Lactoferrin, a biomarker for dry eye disease and a 510(K) license for IgE, a biomarker for allergic ocular reaction (collectively, the 510(K) Licenses). The purchase price for the 510(K) Licenses was $ 4,270,000 7 Together, the Patents and the 510(K) Licenses constitute the acquired technology asset (the Technology Asset), which for accounting purposes, are considered one unit of account. We are amortizing the Technology Asset ratably over the 11.54 In accordance with FASBs requirements for accounting for business combinations (FASB Accounting Standards Codification, Topic 805, Business Combinations |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | NOTE 3: BASIS OF PRESENTATION The interim unaudited condensed financial statements included herein reflect all material adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) which, in the opinion of the Companys management, are ordinary and necessary for a fair presentation of results for the interim periods. Certain information and footnote disclosures required under generally accepted accounting principles in the United States of America (GAAP) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). The Companys management believes the disclosures are adequate to make the information presented not misleading. The condensed balance sheet information as of December 31, 2022 was derived from the Companys annual report on Form 10-K for the fiscal year ended December 31, 2022 (2022 Annual Report), filed with the SEC pursuant to Section 13 or 15(d) under the Securities Exchange Act of 1934, as amended (the Exchange Act), on April 17, 2023. These interim unaudited condensed financial statements should be read in conjunction with the 2022 Annual Report. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the entire fiscal year or for any other period. Principles of Consolidation The consolidated financial statements include the accounts of Axim Biotechnologies, Inc. and its wholly owned subsidiaries Axim Holdings, Inc., Marina Street LLC, Axim Biotechnologies (the Netherland Company) and Sapphire Biotech, Inc. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated upon consolidation. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 4: GOING CONCERN The Companys consolidated financial statements have been presented assuming that the Company will continue as a going concern. As shown in the consolidated financial statements, the Company has negative working capital of $ 8,267,997 70,611,099 785,553 1,945,000 400,000 287,550 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 5: SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenue and expenses during reporting periods. Actual results could differ from these estimates. Significant estimates are assumptions about collection of useful life of intangible assets and assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate and expected dividend rate. Operating lease We lease property under various operating leases which are disclosed on our consolidated Balance sheet in accordance with ASC 842. Risks and uncertainties The Company operates in a dynamic and highly competitive industry and is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, contract manufacturer and contract research organizations, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies and clinical trials and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company believes that changes in any of the following areas could have a material adverse effect on the Companys future financial position, results of operations, or cash flows; ability to obtain future financing; advances and trends in new technologies and industry standards; results of clinical trials; regulatory approval and market acceptance of the Companys products; development of sales channels; certain strategic relationships; litigation or claims against the Company based on intellectual property, patent, product, regulatory, or other factors; and the Companys ability to attract and retain employees necessary to support its growth. Products developed by the Company require approvals from the U.S. Food and Drug Administration (FDA) or other international regulatory agencies prior to commercial sales. There can be no assurance that the Companys research and development will be successfully completed, that adequate protection for the Companys intellectual property will be obtained or maintained, that the products will receive the necessary approvals, or that any approved products will be commercially viable. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval, it could have a materially adverse impact on the Company. Even if the Companys product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties. Beginning in late 2019, the outbreak of a novel strain of virus named SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2), or coronavirus, which causes coronavirus disease 2019, or COVID-19, has evolved into a global pandemic. The extent of the impact of the coronavirus outbreak on the Companys business will depend on certain developments, including the duration and spread of the outbreak and the extent and severity of the impact on the Companys clinical trial activities, research activities and suppliers, all of which are uncertain and cannot be predicted. At this point, the extent to which the coronavirus outbreak may materially impact the Companys financial condition, liquidity or results of operations is uncertain. The Company has expended and will continue to expend substantial funds to complete the research, development and clinical testing of product candidates. The Company also will be required to expend additional funds to establish commercial-scale manufacturing arrangements and to provide for the marketing and distribution of products that receive regulatory approval. The Company may require additional funds to commercialize its products. The Company is unable to entirely fund these efforts with its current financial resources. If adequate funds are unavailable on a timely basis from operations or additional sources of financing, the Company may have to delay, reduce the scope of or eliminate one or more of its research or development programs which would materially and adversely affect its business, financial condition and operations. There have been no material changes in the accounting policies from those disclosed in the financial statements and the related notes included in the Form 10-K. Cash equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of June 30, 2023, the Company had no cash equivalents. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company had no uninsured balances at June 30, 2023 and December 31, 2022. The Company has never experienced any losses related to these balances. Accounts Receivable It is the Companys policy to review accounts receivable at least on a monthly basis for conductibility and follow up with customers accordingly. Covid19 has slowed collection as our customers are in a mandated pause. We do not have geographic concentration of customers. Concentrations At June 30, 2023 and December 31, 2022, there were no accounts receivable. For the three and six months ended June 30, 2023 one customer accounted for 100% no Property and equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using straight-line method over the estimated useful life. New assets and expenditures that extend the useful life of property or equipment are capitalized and depreciated. Expenditures for ordinary repairs and maintenance are charged to operations as incurred. The Companys property and equipment consisted of the following at June 30, 2023 and December 31, 2022, respectively. Schedule of property and equipment relating to continuing operations June 30, 2023 December 31, 2022 Equipment $ 183,992 $ 183,992 Less: accumulated depreciation $ 106,438 $ 90,152 $ 77,554 $ 93,840 Depreciation expense was $ 8,143 16,286 7,402 15,318 Intangible Assets Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. We conduct an impairment analysis for goodwill annually in the fourth quarter or more frequently if indicators of impairment exist or if a decision is made to sell or exit a business. Significant judgments are involved in determining if an indicator of impairment has occurred. Such indicators may include deterioration in general economic conditions, negative developments in equity and credit markets, adverse changes in the markets in which an entity operates, increases in input costs that have a negative effect on earnings and cash flows, or a trend of negative or declining cash flows over multiple periods, among others. The fair value that could be realized in an actual transaction may differ from that used to evaluate the impairment of goodwill. We first may assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test included in U.S. GAAP. To the extent our assessment identifies adverse conditions, or if we elect to bypass the qualitative assessment, goodwill is tested using a quantitative impairment test. Impairment of Indefinite-Lived Intangible Assets For indefinite-lived intangible assets such as in-process research and development (IPRD), we conduct an impairment analysis annually in the fourth quarter or more frequently if indicators of impairment exist. We first perform a qualitative assessment to determine if it is more likely than not that the carrying amount of each of the in-process research and development assets exceeds its fair value. The qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic conditions, and changes in projected future cash flows. If we determine it is more likely than not that the fair value is less than its carrying amount of the in-process research and development assets, a quantitative assessment is performed. The quantitative assessment compares the fair value of the in-process research and development assets to its carrying amount. If the carrying amount exceeds its fair value, an impairment loss is recognized for the excess. We elected to perform a quantitative assessment of indefinite-lived intangible assets and determined that the fair value of the goodwill and IPRD related to the Sapphire acquisition was less than its carrying amount and that in-process research and development were fully impaired. The Companys intangible assets relating to continuing operations consisted of the following at June 30, 2023 and December 31, 2022, respectively. Schedule of intangible assets relating to continuing operation June 30, December 31, 2023 2022 Patents $ 250,000 $ 250,000 Licenses 4,270,000 4,270,000 4,520,000 4,520,000 Less: accumulated amortization 727,796 530,573 $ 3,792,204 $ 3,989,427 Estimated aggregate amortization expense for each of the five succeeding years ending December 31 is as follows: Estimated aggregate amortization expense 2023 2024 2025 2026 2027 2028 and thereafter Amortization expense $ 194,811 $ 391,230 $ 391,230 $ 391,230 $ 391,230 $ 2,033,277 Amortization expense recorded for the three and six months ended June 30, 2023 and 2022 was $ 98,612 98,612 197,223 197,223 Revenue Recognition The Company follows the guidance contained in Topic 606 (FASB ASC 606). The core principle of Topic 606 (FASB ASC 606) is that an entity should recognize revenue to depict the transfer of goods of services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revenue recognition guidance contained in Topic 606, to follow the five-step revenue recognition model along with other guidance impacted by this standard: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transportation price; (4) allocate the transportation price; (5) recognize revenue when or as the entity satisfies a performance obligation. All revenue was from operations that were divested. Revenues are recognized when title for goods is transferred; non-refundable fees and proceeds from irrevocable agreements recognized when inflows or other enhancements of assets of the Company are received. Revenues from continuing operations recognized for three and six months ended June 30, 2023 and 2022 amounted to $ 9,929 0 17,078 0 Fair Value Measurements The Company applies the guidance that is codified under ASC 820-10 related to assets and liabilities recognized or disclosed in the financial statements at fair value on a recurring basis. ASC 820-10 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The Companys financial instruments are cash and cash equivalents, accounts receivable, accounts payable, notes payable, and long-term debt. The recorded values of cash and cash equivalents and accounts payable approximate their fair values based on their short-term nature. The recorded values of notes payable and long-term debt approximate their fair values, as interest approximates market rates. ASC 820-10 clarifies that fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. ASC 820-10 requires valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows: Fair Value Hierarchy Inputs to Fair Value Methodology Level 1 Quoted prices in active markets for identical assets or liabilities Level 2 Quoted prices for similar assets or liabilities; quoted markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the financial instrument; inputs other than quoted prices that are observable for the asset or liability; or inputs that are derived principally from, or corroborated by, observable market information Level 3 Pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption is unobservable or when the estimation of fair value requires significant management judgment All items required to be recorded or measured on a recurring basis are based upon Level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. The Company recognizes its derivative liabilities as Level 3 and values its derivatives using the methods discussed below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed are that of volatility and market price of the underlying common stock of the Company. Items recorded or measured at fair value on a recurring basis in the accompanying condensed consolidated financial statements consisted of the following items as of June 30, 2023. Derivative liabilities measured at fair value on recurring basis Total Level 1 Level 2 Level 3 Derivative liabilities $ 2,982,857 $ - $ - $ 2,982,857 Derivative liabilities - Insufficient shares $ 3,670,779 $ 3,670,779 December 31, 2022 Total Level 1 Level 2 Level 3 Derivative liabilities $ 1,648,831 $ - $ - $ 1,648,831 Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for Accounting for Derivative Instruments and Hedging Activities. Professional standards generally provide three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instruments are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as The Meaning of Conventional Convertible Debt Instrument. The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when Accounting for Convertible Securities with Beneficial Conversion Features, as those professional standards pertain to Certain Convertible Instruments. Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entitys control could or require net cash settlement, then the contract shall be classified as an asset or a liability. Income Taxes The Company follows Section 740-10, Income tax (ASC 740-10) Fair Value Measurements and Disclosures of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including reversals of any existing taxable temporary differences, projected future taxable income, tax planning strategies, and the results of recent operations. If the Company determines that it would be able to realize a deferred tax asset in the future in excess of any recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (Section 740-10-25). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. No no On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the Cares Act) was enacted. The CARES Act included loans and grants to certain businesses, and temporary amendments to the Internal Revenue Code which changed net loss carryforward and back provisions and the business interest expenses limitation. Under the CARES Act provisions, the most relevant income tax considerations to Oncocyte relate to the amounts received under the Paycheck Protection Program loan program and the possible forgiveness of those loans by the SBA. On December 21, 2020, the U.S. president has signed into law the Consolidated Appropriations Act, 2021 which includes further COVID-19 economic relief and extension of certain expiring tax provisions. The relief package includes a tax provision clarifying that businesses with forgiven PPP loans can deduct regular business expenses that are paid for with the loan proceeds for federal tax purposes. Additional pandemic relief tax measures include an expansion of the employee retention credit, enhanced charitable contribution deductions, and a temporary full deduction for business expenses for food and beverages provided by a restaurant. Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company had $ 0 0 0 0 Net Loss per Common Share Net loss per common share is computed pursuant to section 260-10-45 Earnings Per Share (ASC 260-10) of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding and the member potentially outstanding during each period. In periods when a net loss is experienced, only basic net loss per share is calculated because to do otherwise would be anti-dilutive. There were common share equivalents 234,215,379 47,298,693 1,637,705 3,670,779 Stock Based Compensation All stock-based payments to employees and to nonemployee directors for their services as directors, including any grants of restricted stock and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period. Stock-based payments to nonemployees are recognized as an expense over the period of performance. Such payments are measured at fair value at the earlier of the date a performance commitment is reached, or the date performance is completed. In addition, for awards that vest immediately and are non-forfeitable the measurement date is the date the award is issued. The Company accounts for stock options issued to non-employees based on the estimated fair value of the awards using the Black-Scholes option pricing model in accordance with ASC 505-50, Equity-Based Payment to Non-employees Research and Development The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (ASC 730-10). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. For the three and six months ended June 30, 2023 and 2022 the Company incurred research and development expenses of $ 34,074 35,171 54,409 79,364 Material Equity Instruments The Company evaluates stock options, stock warrants and other contracts (convertible promissory note payable) to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for under the relevant sections of ASC 815-40, Derivative Instruments and Hedging: Contracts in Entitys Own Equity (ASC 815). Certain of the Companys embedded conversion features on debt and outstanding warrants are treated as derivative liabilities for accounting purposes under ASC 815-40 due to insufficient authorized shares to settle these outstanding contracts. Pursuant to SEC staff guidance that permits a sequencing approach based on the use of ASC 840-15-25 which provides guidance for contracts that permit partial net share settlement. The sequencing approach may be applied in one of two ways: contracts may be evaluated based on (1)earliest issuance date or (2) latest maturity date. In the case of insufficient authorized share capital available to fully settle outstanding contracts, the Company utilizes the earliest maturity date sequencing method to reclassify outstanding contracts as derivative instruments. These contracts are recognized currently in earnings until such time as the convertible notes or warrants are exercised, expire, the related rights have been waived and/or the authorized share capital has been amended to accommodate settlement of these contracts. These instruments do not trade in an active securities market. Recently Issued Accounting Standards Accounting Standards Implemented Since December 31, 2022 ASC Update 2021-04 Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entitys Own Equity (Subtopic 815-40): Issuers Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update affect all entities that issue freestanding written call options that are classified in equity. Specifically, the amendments affect those entities when a freestanding equity-classified written call option is modified or exchanged and remains equity classified after the modification or exchange. The amendments that relate to the recognition and measurement of EPS for certain modifications or exchanges of freestanding equity-classified written call options affect entities that present EPS in accordance with the guidance in Topic 260, Earnings Per Share. The amendments in this Update do not apply to modifications or exchanges of financial instruments that are within the scope of another Topic. That is, accounting for those instruments continues to be subject to the requirements in other Topics. The amendments in this Update do not affect a holders accounting for freestanding call options. ASC Update No. 2020-10 In October 2020, the FASB issued ASC Update No. 2020-10, Codification Improvements. Update No. 2020-10 amends a wide variety of Topics in the Codification in order to improve the consistency of the Codification and the application thereof, while leaving Generally Accepted Accounting Principles unchanged. ASC Update No. 2020-06 In August 2020, the FASB issued ASC Update No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entitys Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entitys Own Equity. The amendments in Update No. 2020-06 simplify the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exception for contracts in an entitys own equity. Other recent accounting pronouncements issued by the FASB and the SEC did not or are not believed by management to have a material impact on the Companys present or future consolidated financial statements. |
PREPAID EXPENSES
PREPAID EXPENSES | 6 Months Ended |
Jun. 30, 2023 | |
Prepaid Expenses | |
PREPAID EXPENSES | NOTE 6: PREPAID EXPENSES Prepaid expenses consist of the following as of June 30, 2023 and December 31, 2022 respectively: Schedule of prepaid expenses June 30, December 31, 2023 2022 Prepaid insurance $ - $ 42,078 Prepaid interest - 780 $ - $ 42,858 For the three and six months ended June 30, 2023 and 2022 the Company recognized amortization of prepaid expense and prepaid insurance of $- 0 42,858 93,828 166,659 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7: RELATED PARTY TRANSACTIONS Related Party The Company has an employment agreement with Catalina Valencia at a rate of $ 15,000 The company has a consulting agreement with Glycodots LLC whereby it will provide the services of Dr. Sergei A. Svarovsky at a rate of $ 15,000 Purchase of Promissory Note and Forbearance Agreement Effective May 4, 2020, the Company acquired from TL-66, a California limited liability company (Seller), a promissory note issued to Seller by Dr. Anastassov (Maker) dated December 1, 2017, with a face value of $ 350,000 100,000 100,000 102,567 135,000 32,433 0 0 0 0 |
DUE TO FIRST INSURANCE FUNDING
DUE TO FIRST INSURANCE FUNDING | 6 Months Ended |
Jun. 30, 2023 | |
Due To First Insurance Funding | |
DUE TO FIRST INSURANCE FUNDING | NOTE 8: DUE TO FIRST INSURANCE FUNDING On June 25, 2022, the Company renewed its D&O insurance policy with total premiums, taxes and fees for $ 87,762 8,776 8,957 4.92% The total outstanding due to First Insurance Funding as of June 30, 2023 and December 31, 2022 is $- 0 26,781 The policy was cancelled for non-payment of premium in April 2023. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Notes Payable | |
CONVERTIBLE NOTES PAYABLE | NOTE 9: CONVERTIBLE NOTES PAYABLE The following table summarizes convertible note payable of related party as of June 30, 2023 and December 31, 2022 respectively: Schedule of convertible note payable,related party June 30, December 31, 2023 2022 Convertible note payable, due on November 1, 2026 3.5% $ 4,000,000 $ 4,000,000 Accrued interest 70,000 261,537 Convertible note payable, net $ 4,070,000 $ 4,261,537 On January 23, 2023, Creditor agreed to waive and forfeit all interest accrued on the MMI Note through December 31, 2022, in the aggregate amount of $ 261,537 3.5% 0.25 0.075 261,537 For the three and six months ended June 30, 2023 and 2022, interest expense was $ 35,000 35,000 70,000 70,000 As of June 30, 2023 and December 31, 2022, the balance of secured convertible note was $ 4,070,000 4,261,537 70,000 261,537 The following table summarizes convertible note payable as of June 30, 2023 and December 31, 2022 respectively: Schedule of convertible notes payable June 30, December 31, 2023 2022 Convertible note payable, due on October 1, 2029, interest at 3.5% p.a. (1) $ 484,478 $ 484,478 Convertible Note Payable, due on January 27,2032 interest at 3% p.a. (4) 367,931 367,931 Convertible note payable, due on October 1, 2029, interest at 3.5% p.a. (2) 500,000 500,000 Convertible note payable, due on February 10, 2032, interest at 3.0% p. a. (5) 800,000 1,150,000 Convertible note payable, due on December 31, 2034, interest at 3% p.a. (3) 190,000 190,000 Convertible note payable, due on May 23, 2033, interest at 3.75% p.a. 250,000 - Convertible note payable, due on May 23, 2033, interest at 3.75% p.a. 325,000 - Accrued interest (The accrued interest and principal are both included in the captions titled convertible note payable in the balance sheet) 42,910 274,442 Total 2,960,319 2,966,851 Less: unamortized debt discount/finance premium costs (1,601,449 ) (1,583,435 ) Convertible note payable, net $ 1,358,870 $ 1,383,416 (1) On September 16, 2016, we entered into a convertible note purchase agreement (the Convertible Note Purchase Agreement or Agreement) with a third-party investor. Under the terms of the Convertible Note Purchase Agreement the investor may acquire up to $ 5,000,000 850,000 October 1, 2029 3.5% 0.2201 As of June 30, 2023 and December 31, 2022 respectively, the balance of secured convertible notes was $ 493,145 590,945 8,666 106,467 (2) On October 20, 2016, a third-party investor provided the Company with $ 1,000,000 3.5% 0.2201 500,000 250,000 250,000 1% 10,486,303 858,828 499,318 508,944 610,104 8,894 110,104 (1) & (2) On January 23, 2023, Creditor agreed to waive and forfeit all interest accrued on the Secured Notes through December 31, 2022, in the aggregate amount of $ 216,572 The Renegotiation of the above TL-66 notes was deemed to be a debt extinguishment resulting in Amortization of the remaining debt discount of $ 381,760 209,522 35,537 On June 7, 2021 the Company converted $ 500,000 82,707 2,647,464 0.2201 1,535,264 (3) On December 31, 2019, Sapphire Biotech, Inc. entered into a Convertible Note Purchase Agreement whereas the Company issued a convertible note with a face value of $ 190,000 3% Upon issuance, the Convertible Note was convertible into shares of the Companys common stock at $ 1.90 On March 17, 2020, the Company entered into a Share Exchange Agreement (Agreement) with Sapphire Biotech, Inc., a Delaware corporation (Sapphire) and all of the Sapphire stockholders (collectively, the Sapphire Stockholders). Following the closing of the transaction, Sapphire will become a wholly owned subsidiary of AXIM. Under the terms of the Agreement, the Company intends to assume the convertible notes in the principal amounts of $ 190,000 6,000,000 191,922 207,116 1,922 17,116 On January 27, 2023, Creditor agreed to waive and forfeit all interest accrued on the Sapphire Note through December 31, 2022, in the aggregate amount of $ 17,115 (4) On January 27, 2022, Sapphire Bitotech entered into a debt exchange agreement (effective April 1 2022) whereas the company exchanged a convertible note with a balance of 367,931 3% January 27, 2032 373,465 378,193 2,766 10,262 On January 23, 2023, Creditor agreed to waive and forfeit all interest accrued on the TL-66 Note through January 27, 2023, in the aggregate amount of $11,190, and to waive all prior defaults on the TL-66 Note through the Effective Date. This was not deemed to be a debt extinguishment since the waiver of accrued interest was not deemed to produce a change in cash flow greater than 10%. The company recorded a gain on modification of $11,190 resulting from forgiveness of accrued interest. Convertible Note payable – related party (officer) As of December 31, 2022, the Company owed to the Executive, for employment in his capacity as CEO of AXIM, $ 512,500 250,000 250,000 50,000 212,500 212,500 Payment of Principal and Interest. From the date of this Convertible Note (the Note or Convertible Note), interest shall be payable annually on the basis of a three hundred sixty (360) day year and compounded on a yearly basis at a rate equal to Four Percent ( 4% January 23, 2024 0.01 250,000 As of June 30, 2023 and December 31, 2022 the Balance due on the note was $ 251,861 0 4,361 0 (5) Convertible Notes Effective February 10, 2022, the Company issued seven convertible notes to a series of investors having an aggregate face value of $ 1,325,000 1,325,000 25,000 Each of the Convertible Notes is (i) unsecured; (ii) bears interest at a rate of 3% per annum; (iii) matures on February 10, 2032; and (iv) is convertible, in whole or in part, at any time by the holder, into restricted shares of the Companys common stock at a conversion price equal to the lesser of $0.08125 or 70% of the average of the two lowest closing prices of the Companys common stock in the ten trading days preceding any particular conversion, provided, the holder is prohibited from converting the convertible note, or portion thereof, if such conversion would result in beneficial ownership by the holder and its affiliates of more than 4.999% of Companys issued and outstanding common stock as of the date of the conversion. A debt discount was recorded related to beneficial conversion feature in connection with this convertible note of $1,325,000, which to be amortized over the life of the note or until the note is converted or repaid. During the year ended December 31, 2022, $ 175,000 2,840 5,665,636 349,535 111,807 167,571 227,459 350,000 30,858 22,207,486 688,432 626,414 318,840 307,574 624,490 815,598 1,180,492 15,598 30,492 During the three and six months ended June 30, 2023 and 2022 respectively, the Company amortized the debt discount on all the notes of $ 41,480 50,489 76,652 86,080 1,840,706 1,583,435 Effective May 23, 2023, the Company issued 5 convertible notes to a series of investors having an aggregate face value of $ 575,000 Each of the Convertible Notes is (i) unsecured; (ii) bears interest at a rate of 3.75% May 23, 2033 4.999% 575,000 Debt Obligations - 2022 Effective February 10, 2022, The Company issued the following debt obligations in exchange for cash. A portion of the funds received by the Company were used to pay off the GS Capital Partners, LLC note, as discussed below. Short Term Promissory Notes Effective February 10, 2022, the Company issued two short term notes, each having a face amount of $ 250,000 500,000 1.5% March 10, 2022 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 10: DERIVATIVE LIABILITIES Upon the issuance of certain convertible note payable having a variable conversion rate, the Company determined that the features associated with the embedded conversion option embedded in the debt, should be accounted for at fair value, as a derivative liability. We have determined that certain convertible debt instruments outstanding as of the date of these financial statements include an exercise price reset adjustment that qualifies as derivative financial instruments under the provisions of ASC 815-40, Derivatives and Hedging - Contracts in an Entitys Own Stock (ASC 815-40). Certain of the convertible debentures have a variable exercise price, thus are convertible into an indeterminate number of shares for which we cannot determine if we have sufficient authorized shares to settle the transaction with. Accordingly, the embedded conversion option is a derivative liability and is marked to market through earnings at the end of each reporting period. Any change in fair value during the period recorded in earnings as Other income (expense) - gain (loss) on change in derivative liabilities. On February 10, 2022 i.e. on the date of issuance of derivative instrument, the Company estimated the fair value of the embedded derivatives of $ 2,641,846 0% 163.09% 2.03% 10 1,325,000 1,316,846 On June 30, 2023, the Company estimated the fair value of the embedded derivatives of $ 2,982,856 0% 158.74% 3.88% 9.116 693,515 The following table provides a summary of changes in fair value of the Companys Level 3 financial liabilities for the six months ended June 30, 2023 and 2022: Summary of changes in fair value of financial liabilities Balance, December 31, 2022 $ 1,648,831 Issuance of shares in exchange for convertible note payable (624,490 ) Issuance of convertible notes payable 1,265,000 Mark to market 693,515 Balance, June 30, 2023 $ 2,982,856 Loss on change in derivative liabilities for the six months ended June 30, 2023 $ 693,515 Loss on Change in Fair Value of derivative liability for the three months ended June 30, 2023 594,876 Balance, December 31, 2021 $ - Issuance of convertible notes payable 2,641,846 Mark to market (587,077 ) Balance, March 31, 2022 $ 2,054,769 Mark to Market during the three months ended June 30, 2022 (332,579 ) Balance June 30, 2022 1,722,190 Gain on change in derivative liabilities for the six months ended June 30, 2022 $ 919,656 Gain on Change in Fair Value of derivative liability for the three months ended June 30, 2022 332,579 Derivative liability- insufficient shares Certain of the Companys embedded conversion features on debt, convertible preferred stock and outstanding options & warrants are treated as derivative liabilities for accounting purposes under ASC 815-40 due to insufficient authorized shares to settle these outstanding contracts. Pursuant to SEC staff guidance that permits a sequencing approach based on the use of ASC 840-15-25 which provides guidance for contracts that permit partial net share settlement. The sequencing approach may be applied in one of two ways: contracts may be evaluated based on (1) earliest issuance date or (2) latest maturity date. In the case of insufficient authorized share capital available to fully settle outstanding contracts, the Company utilizes the earliest maturity date sequencing method to reclassify outstanding contracts as derivative instruments. These contracts are recognized currently in earnings until such time as the convertible notes or preferred stock or option or warrants are exercised, expire, the related rights have been waived and/or the authorized share capital has been amended to accommodate settlement of these contracts. These instruments do not trade in an active securities market. On June 30, 2023, the Company estimated the fair value of the embedded derivatives of using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0% 154.03% 3.88% 2.75 9.92 The Company recorded $ 3,670,779 0 The Company recorded $ 1,637,705 0 |
STOCK INCENTIVE PLAN
STOCK INCENTIVE PLAN | 6 Months Ended |
Jun. 30, 2023 | |
Stock Incentive Plan | |
STOCK INCENTIVE PLAN | NOTE 11: STOCK INCENTIVE PLAN On May 29, 2015, the Company adopted its 2015 Stock Incentive Plan. Under the Plan the Company may issue up to 10,000,000 40,000,000 18,686,317 9,806,000 On August 2, 2021, Bijan Pedram the Senior Scientific of Sapphire Biotechnology was granted the options to purchase 0.1 0.67 25% of the Option shares will be vested upon the one anniversary of the vesting commencement day and the balance of the option shares will be vested of thirty-six (36) successive equal monthly in the first anniversary of the vesting commencement day. On August 17, 2021, Jeff Busby the Senior Vice president of Sales of Axim Biotechnology was granted the options to purchase 1 0.60 25% of the Option shares will be vested upon the one anniversary of the vesting commencement day, 25% of the Option shares will be vested upon the two anniversaries of the vesting commencement day, 25% of the Option shares will be vested upon the three anniversary of the vesting commencement day and 25% of the Option shares will be vested upon the four anniversaries of the vesting commencement day. On September 1, 2021, Laura M. Periman Medical advisory board member of Axim Biotechnology was granted the options to purchase 0.1 0.64 50% of the Option shares will be vested upon the one anniversary of the vesting commencement day and 50% of the Option shares will be vested upon the two anniversaries of the vesting commencement day. On September 4, 2021, Kelly K. Nichols Medical advisory Board member of Axim Biotechnology was granted the options to purchase 0.1 0.62 50% of the Option shares will be vested upon the one anniversary of the vesting commencement day and 50% of the Option shares will be vested upon the two anniversaries of the vesting commencement day. On September 8, 2021, Joseph Tauber the Ophthalmic Chief Medical Officer (CMO) of Axim Biotechnology was granted the options to purchase 1 0.622 25% of the Option shares will be vested upon the one anniversary of the vesting commencement day, 25% of the Option shares will be vested upon the two anniversaries of the vesting commencement day, 25% of the Option shares will be vested upon the three anniversary of the vesting commencement day and 25% of the Option shares will be vested upon the four anniversaries of the vesting commencement day. On August 22, 2022, 13,500,000 0.052 5,750,000 vesting immediately and the balance vesting between six months and a year from issuance. On December 9, 2022, 900,000 0.10 The Company estimated the fair value of the Option value of $ .04 0% 227% 3.03% 9.9 For the three and six months ended June 30, 2023 and 2022 respectively the Company recorded compensation expense of $ 21,404 182,215 125,226 371,133 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 12: STOCKHOLDERS DEFICIT Preferred Stock The Company has authorized 5,000,000 0.0001 4,000,000 0 0 There are zero 0 Series C Convertible Preferred Stock On August 17, 2016 the Company designated up to 500,000 On August 18, 2016 the Company issued all 500,000 65,000 On February 20, 2019, MJNA Investment Holdings LLC (Seller) sold its 500,000 500,000 65,000 435,000 The holders of the Series C Preferred Stock are entitled to elect four members to the Companys Board of Directors and are entitled to cast 100 Common Stock The Company has authorized 300,000,000 0.0001 227,649,403 192,441,917 2023 Transactions: One million shares were issued in satisfaction of Common stock to be issued Valued at 135,000 ($0.135 Twelve million shares were issued during the first six months of 2023 pursuant to the Companys S-1 in exchange for $ 287,550 The company has received an advance from the shareholder in the amount of $ 65,170 22,207,486 688,432 2022 Transactions: During January 2022, the Company issued 519,247 75,000 519,247 0.315 3 In January 2022, the Company issued 7,000,000 In January 2022, the Company issued 302,115 100,000 On January 11, 2022, the company issued 282,759 500,000 0.126 In March 2022, the Company issued 624,290 55,000 In March 2022, the Company issued 173,390 32,944 In March 2022, the company issued 500,000 79,500 The Company also issued 10,750,000 973,495 The Company issued 891,610 60,000 4,196 The Company issued 3,544,247 226,171 During the third quarter 2022 the company issued 2,227,638 78,928 On July 14, 2022, the Company entered into the Equity Purchase Agreement with Cross & Company, pursuant to which we have the right to put, or sell, up to $ 30,000,000 10,000 250,000 The Company also issued 8,000,000 234,844 46,000 46,000 47,720 Also during the third quarter of 2022 the company issued 13,861,004 350,000 The Company converted debt of $ 177,840 2,840 5,665,636 349,535 111,807 167,571 227,459 |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 6 Months Ended |
Jun. 30, 2023 | |
Stock Options And Warrants | |
STOCK OPTIONS AND WARRANTS | NOTE 13: STOCK OPTIONS AND WARRANTS Options to purchase common stock are granted at the discretion of the Board of Directors, a committee thereof or, subject to defined limitations, an executive officer of the Company to whom such authority has been delegated. Options granted to date generally have a contractual life of ten years. The stock option activity for six months ended June 30, 2023 and year ended December 31, 2022 respectively is as follows: Schedule of stock option activity Options Outstanding Weighted Average Exercise Price Outstanding at December 31, 2021 10,960,715 $ 0.37 Granted 14,400,000 0.0405 Exercised (500,000 ) 0.002 Expired or cancelled (53,000,000 ) 0.057 Outstanding at December 31, 2022 19,860,715 $ 0.049 Granted 2,000,000 .02 Expired (547,032 ) - Balance June 30, 2023 21,313,683 $ 0.049 The following table summarizes the changes in options outstanding, option exercisability and the related prices for the shares of the Companys common stock issued to employees and consultants under a stock option plan at June 30, 2023: As of June 30, 2023 Schedule of option outstanding under stock option plan Options Outstanding Options Exercisable Weighted Average Exercise Price ($) Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price ($) Number Exercisable Weighted Average Exercise Price ($) $ 0.15 21,313,683 8.25 $ 0.049 21,266,887 $ 0.049 As of December 31, 2022 Options Outstanding Options Exercisable Weighted Average Exercise Price ($) Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price ($) Number Exercisable Weighted Average Exercise Price ($) $ 0.15 19,860,715 9.0 $ 0.049 18,341,741 $ 0.049 The Company determined the value of share-based compensation for options vested using the Black-Scholes fair value option-pricing model with the following weighted average assumptions: Schedule of weigted average assumptions using black holes option pricing model June 30, December 31, 2023 2022 Expected life (years) 10 10 Risk-free interest rate (%) 3.53 3.96 Expected volatility (%) 2.24 229 Dividend yield (%) - - Weighted average fair value of shares at grant date $ - $ 1.74 For the three and six months ended June 30, 2023 and 2022 stock-based compensation expense related to vested options was $ 21,404 182,215 125,226 371,133 Warrants The following table summarizes warrant activity during the year ended December 31, 2022 and the six months ended June 30, 2023: Schedule of warrants activity Number of Warrants Weighted Average Exercise Price Outstanding at December 31, 2021 3,025,000 $ 0.71 Granted 519,247 0.31 Forfeited/Cancelled - - Exercised - - Outstanding at December 31, 2022 3,544,247 $ 0.65 Granted - - Exercised - - Expired - - Outstanding at June 30, 2023 3,544,247 0.65 All outstanding warrants are exercisable at June 30, 2023 and there was no unrecognized stock-based compensation expense related to warrants. |
COMMITMENT AND CONTINGENCIES
COMMITMENT AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENT AND CONTINGENCIES | NOTE 14: COMMITMENT AND CONTINGENCIES On January 2, 2019 the Company entered into the term of Executives employment agreement, at a base salary of $ 10,000 2,000,000 50% 50% 35,000 On April 24, 2017 the company entered into an employment agreement with Robert Malasek, its Chief Financial Officer and Secretary. The agreement does not have a set term and may be terminated at any time by the Company or Mr. Malasek with proper notice. The shares were issued in the 1 st 3,000 Industry Sponsored Research Agreement— Sapphire entered into the Industry Sponsored Research Agreement (SRA) effective February 7, 2020 to test and confirm the inhibitory activity of SBI-183 (exclusively licensed on January 13, 2020) and SBI-183 analogs, including those synthesized by the Company. The testing will include cell-based in vitro assays, NMR binding studies and testing to determine if SBI-183 enhances the activity of cytotoxic drugs in vitro. Animal studies will also be conducted under the SRA. Specifically, SBI-183 analogs will be evaluated in a mouse model of triple negative breast cancer using human tumor xenografts. The work will be performed over a period of one year with the total cost of the SRA totalling $ 150,468 284,869 On August 5, 2020 Sapphire was awarded a $ 395,880 279,981 On August 25, 2020 we signed an exclusive licensing, manufacturing and distribution agreement with Empowered Diagnostics LLC to execute the high-volume production of our rapid point-of-care diagnostic test. AXIM and Empowered have completed the technology transfer and Empowered Diagnostics has built out their production facility to be able to manufacture millions of our neutralizing antibody tests for COVID-19 per month. In exchange for this license Empowered will pay Axim a royalty on net sales on all licensed products sold by Empowered covered by this license which global with the exception of Mexico. This agreement was cancelled in February, 2022. On September 15, 2022, the company entered into a license and distribution agreement for its Lactoferrin dry eye test, Ige allergy test for allergic conjunctivitis and quantitative MMp-9 test to identify ocular surface inflammation. The licensee is Versea Ophthalmics, LLC, A Delaware Limited Liability Company. The agreement will provide Verséa with the exclusive commercial right to AXIMs proprietary portfolio of point-of-care (POC) lab testing readers and three key biomarker diagnostic tests designed specifically to assist eye-care physicians in detecting and quantifying biomarkers associated with aqueous deficient Dry Eye Disease and non-specific allergic conjunctivitis. The three AXIMs key biomarker tests – the Ocular Immunoglobulin E (IgE) test, the Lactoferrin test, and the future MMP-9 test – require the collection of 0.5 microliters in tears and provide quantitative results in under 10 minutes, an industry-leading return time. Verséa plans to launch IgE and Lactoferrin tests at the upcoming 2022 American Academy of Ophthalmology (AAO) and American Academy of Optometry (AAOPT) conferences. The MMP-9 test is anticipated to follow in the next 18-24 months. Versea plans to launch sales sometime in second quarter 2023. During first quarter 2023 further modification of the tests and packaging took place. Operating Lease Lease Agreement—On March 3, 2020, Sapphire entered into a 3-year lease agreement (Lease) to relocate to a larger space within the same business park. The new space totals 1,908 4,713 4,854 5,000 6% Summary of monthly base rent payable for the premises during extended term Month(s) of Term No. of Months Monthly Base Rent Conditionally Abated Monthly Base Rent Total Monthly Base Rent May 1, 2023 – May 31, 2023 1 $ 8,014 $ 8,014 June 1, 2023 – June 30, 2023 1 $ 8,014 $ 8,014 $ 8,014 July 1, 2023 – April 30, 2024 10 $ 8,014 $ 8,014 May 1, 2024 – April 30, 2025 12 $ 8,335 $ 8,334 May 1, 2025 – April 30, 2026 12 $ 8,668 $ 8,668 May 1, 2026 – May 31, 2026 1 $ 9,014 $ 9,014 Operating Leases - Right of Use Assets and Purchase Commitments Right of Use Assets We have operating leases for office space that expire through 2023. Below is a summary of our right of use assets and liabilities as of June 30,2023. Summary of right of use asset and liabilities Right-of-use assets $ 270,087 Lease liability obligations, current $ 88,475 Lease liability obligations, noncurrent 187,494 Total lease liability obligations $ 275,969 Weighted-average remaining lease term 2.75 Weighted-average discount rate 6 % The following table summarizes the lease expense for the three and six months ended June 30, 2023 and 2022 respectively: Summary of lease expenses Three months ended June 30, June 30, 2023 2022 Operating lease expense $ 25,128 * $ 14,854 Short-term lease expense 11,637 24,700 Total lease expense $ 36,765 $ 39,554 Six months ended June 30, June 30, 2023 2022 Operating lease expense $ 44,232 * $ 37,203 Short-term lease expense 23,274 15,516 Total lease expense $ 67,506 $ 52,719 *We recorded $ 36,765 11,637 *We recorded $ 67,506 23,274 Approximate future minimum lease payments for our right of use assets over the remaining lease periods as of June 30, 2023, are as follows: Schedule of future minimum rental payments for operating leases 2023 $ 48,084 2024 106,750 2025 102,684 2026 43,686 Total minimum payments 301,204 Less: amount representing interest (31,117 ) Total $ 270,087 Litigation As of June 30, 2023 the Company has been named as a defendant in the following legal action: Innovative Medical Supplies, LLC v. Advanced Tear Diagnostics, LLC, Case No. 37-2021-00032000-CU-FR-CTL filed in the Superior Court of the State of California, County of San Diego. Allegations: The Company has been named as a defendant in this litigation. The First Amended Complaint (“FAC”) alleges causes of action of Fraud; Conspiracy to Defraud; Unjust Enrichment/Constructive Trust; Intentional Interference with Contract; and Interference with Economic Relations against the Company. The FAC prays for relief of Compensatory damages and other Special, general and consequential damages of not less than $280,586 as well as Punitive and exemplary damages and attorney fees and cost of suit. Status: The litigation is in the pleading stage as against the Company and the Company has not responded to the FAC. The Company has entered into a Settlement Agreement with the Plaintiff’s manager to fully resolve the matter. However, there is a dispute as to who has control over the Plaintiff limited liability company. The Company intends to seek court assistance in enforcing the settlement agreement. At this time the company believes it is more likely than not that it will prevail in the lawsuit. Therefore no loss provision has been accrued in these financial statements. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15: SUBSEQUENT EVENTS Common Stock Issuances During July and August 2023, the Company issued 6,000,000 shares under their S-1 totalling $ 82,425 The final determination as to allocation of proceeds has not been made as of the date of filing of this 10Q. 65,170 The company plans to increase authorized shares to One billion to cover shortfall in amounts needed to redeem convertible securities and notes and to cover future capital raises. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Use of estimates | Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenue and expenses during reporting periods. Actual results could differ from these estimates. Significant estimates are assumptions about collection of useful life of intangible assets and assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate and expected dividend rate. |
Operating lease | Operating lease We lease property under various operating leases which are disclosed on our consolidated Balance sheet in accordance with ASC 842. |
Risks and uncertainties | Risks and uncertainties The Company operates in a dynamic and highly competitive industry and is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, contract manufacturer and contract research organizations, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies and clinical trials and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company believes that changes in any of the following areas could have a material adverse effect on the Companys future financial position, results of operations, or cash flows; ability to obtain future financing; advances and trends in new technologies and industry standards; results of clinical trials; regulatory approval and market acceptance of the Companys products; development of sales channels; certain strategic relationships; litigation or claims against the Company based on intellectual property, patent, product, regulatory, or other factors; and the Companys ability to attract and retain employees necessary to support its growth. Products developed by the Company require approvals from the U.S. Food and Drug Administration (FDA) or other international regulatory agencies prior to commercial sales. There can be no assurance that the Companys research and development will be successfully completed, that adequate protection for the Companys intellectual property will be obtained or maintained, that the products will receive the necessary approvals, or that any approved products will be commercially viable. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval, it could have a materially adverse impact on the Company. Even if the Companys product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties. Beginning in late 2019, the outbreak of a novel strain of virus named SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2), or coronavirus, which causes coronavirus disease 2019, or COVID-19, has evolved into a global pandemic. The extent of the impact of the coronavirus outbreak on the Companys business will depend on certain developments, including the duration and spread of the outbreak and the extent and severity of the impact on the Companys clinical trial activities, research activities and suppliers, all of which are uncertain and cannot be predicted. At this point, the extent to which the coronavirus outbreak may materially impact the Companys financial condition, liquidity or results of operations is uncertain. The Company has expended and will continue to expend substantial funds to complete the research, development and clinical testing of product candidates. The Company also will be required to expend additional funds to establish commercial-scale manufacturing arrangements and to provide for the marketing and distribution of products that receive regulatory approval. The Company may require additional funds to commercialize its products. The Company is unable to entirely fund these efforts with its current financial resources. If adequate funds are unavailable on a timely basis from operations or additional sources of financing, the Company may have to delay, reduce the scope of or eliminate one or more of its research or development programs which would materially and adversely affect its business, financial condition and operations. There have been no material changes in the accounting policies from those disclosed in the financial statements and the related notes included in the Form 10-K. |
Cash equivalents | Cash equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of June 30, 2023, the Company had no cash equivalents. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company had no uninsured balances at June 30, 2023 and December 31, 2022. The Company has never experienced any losses related to these balances. |
Accounts Receivable | Accounts Receivable It is the Companys policy to review accounts receivable at least on a monthly basis for conductibility and follow up with customers accordingly. Covid19 has slowed collection as our customers are in a mandated pause. We do not have geographic concentration of customers. |
Concentrations | Concentrations At June 30, 2023 and December 31, 2022, there were no accounts receivable. For the three and six months ended June 30, 2023 one customer accounted for 100% no |
Property and equipment | Property and equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using straight-line method over the estimated useful life. New assets and expenditures that extend the useful life of property or equipment are capitalized and depreciated. Expenditures for ordinary repairs and maintenance are charged to operations as incurred. The Companys property and equipment consisted of the following at June 30, 2023 and December 31, 2022, respectively. Schedule of property and equipment relating to continuing operations June 30, 2023 December 31, 2022 Equipment $ 183,992 $ 183,992 Less: accumulated depreciation $ 106,438 $ 90,152 $ 77,554 $ 93,840 Depreciation expense was $ 8,143 16,286 7,402 15,318 |
Intangible Assets | Intangible Assets Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. We conduct an impairment analysis for goodwill annually in the fourth quarter or more frequently if indicators of impairment exist or if a decision is made to sell or exit a business. Significant judgments are involved in determining if an indicator of impairment has occurred. Such indicators may include deterioration in general economic conditions, negative developments in equity and credit markets, adverse changes in the markets in which an entity operates, increases in input costs that have a negative effect on earnings and cash flows, or a trend of negative or declining cash flows over multiple periods, among others. The fair value that could be realized in an actual transaction may differ from that used to evaluate the impairment of goodwill. We first may assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test included in U.S. GAAP. To the extent our assessment identifies adverse conditions, or if we elect to bypass the qualitative assessment, goodwill is tested using a quantitative impairment test. Impairment of Indefinite-Lived Intangible Assets For indefinite-lived intangible assets such as in-process research and development (IPRD), we conduct an impairment analysis annually in the fourth quarter or more frequently if indicators of impairment exist. We first perform a qualitative assessment to determine if it is more likely than not that the carrying amount of each of the in-process research and development assets exceeds its fair value. The qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic conditions, and changes in projected future cash flows. If we determine it is more likely than not that the fair value is less than its carrying amount of the in-process research and development assets, a quantitative assessment is performed. The quantitative assessment compares the fair value of the in-process research and development assets to its carrying amount. If the carrying amount exceeds its fair value, an impairment loss is recognized for the excess. We elected to perform a quantitative assessment of indefinite-lived intangible assets and determined that the fair value of the goodwill and IPRD related to the Sapphire acquisition was less than its carrying amount and that in-process research and development were fully impaired. The Companys intangible assets relating to continuing operations consisted of the following at June 30, 2023 and December 31, 2022, respectively. Schedule of intangible assets relating to continuing operation June 30, December 31, 2023 2022 Patents $ 250,000 $ 250,000 Licenses 4,270,000 4,270,000 4,520,000 4,520,000 Less: accumulated amortization 727,796 530,573 $ 3,792,204 $ 3,989,427 Estimated aggregate amortization expense for each of the five succeeding years ending December 31 is as follows: Estimated aggregate amortization expense 2023 2024 2025 2026 2027 2028 and thereafter Amortization expense $ 194,811 $ 391,230 $ 391,230 $ 391,230 $ 391,230 $ 2,033,277 Amortization expense recorded for the three and six months ended June 30, 2023 and 2022 was $ 98,612 98,612 197,223 197,223 |
Revenue Recognition | Revenue Recognition The Company follows the guidance contained in Topic 606 (FASB ASC 606). The core principle of Topic 606 (FASB ASC 606) is that an entity should recognize revenue to depict the transfer of goods of services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revenue recognition guidance contained in Topic 606, to follow the five-step revenue recognition model along with other guidance impacted by this standard: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transportation price; (4) allocate the transportation price; (5) recognize revenue when or as the entity satisfies a performance obligation. All revenue was from operations that were divested. Revenues are recognized when title for goods is transferred; non-refundable fees and proceeds from irrevocable agreements recognized when inflows or other enhancements of assets of the Company are received. Revenues from continuing operations recognized for three and six months ended June 30, 2023 and 2022 amounted to $ 9,929 0 17,078 0 |
Fair Value Measurements | Fair Value Measurements The Company applies the guidance that is codified under ASC 820-10 related to assets and liabilities recognized or disclosed in the financial statements at fair value on a recurring basis. ASC 820-10 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The Companys financial instruments are cash and cash equivalents, accounts receivable, accounts payable, notes payable, and long-term debt. The recorded values of cash and cash equivalents and accounts payable approximate their fair values based on their short-term nature. The recorded values of notes payable and long-term debt approximate their fair values, as interest approximates market rates. ASC 820-10 clarifies that fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. ASC 820-10 requires valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows: Fair Value Hierarchy Inputs to Fair Value Methodology Level 1 Quoted prices in active markets for identical assets or liabilities Level 2 Quoted prices for similar assets or liabilities; quoted markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the financial instrument; inputs other than quoted prices that are observable for the asset or liability; or inputs that are derived principally from, or corroborated by, observable market information Level 3 Pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption is unobservable or when the estimation of fair value requires significant management judgment All items required to be recorded or measured on a recurring basis are based upon Level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. The Company recognizes its derivative liabilities as Level 3 and values its derivatives using the methods discussed below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed are that of volatility and market price of the underlying common stock of the Company. Items recorded or measured at fair value on a recurring basis in the accompanying condensed consolidated financial statements consisted of the following items as of June 30, 2023. Derivative liabilities measured at fair value on recurring basis Total Level 1 Level 2 Level 3 Derivative liabilities $ 2,982,857 $ - $ - $ 2,982,857 Derivative liabilities - Insufficient shares $ 3,670,779 $ 3,670,779 December 31, 2022 Total Level 1 Level 2 Level 3 Derivative liabilities $ 1,648,831 $ - $ - $ 1,648,831 |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for Accounting for Derivative Instruments and Hedging Activities. Professional standards generally provide three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instruments are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as The Meaning of Conventional Convertible Debt Instrument. The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when Accounting for Convertible Securities with Beneficial Conversion Features, as those professional standards pertain to Certain Convertible Instruments. Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entitys control could or require net cash settlement, then the contract shall be classified as an asset or a liability. |
Income Taxes | Income Taxes The Company follows Section 740-10, Income tax (ASC 740-10) Fair Value Measurements and Disclosures of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including reversals of any existing taxable temporary differences, projected future taxable income, tax planning strategies, and the results of recent operations. If the Company determines that it would be able to realize a deferred tax asset in the future in excess of any recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (Section 740-10-25). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. No no On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the Cares Act) was enacted. The CARES Act included loans and grants to certain businesses, and temporary amendments to the Internal Revenue Code which changed net loss carryforward and back provisions and the business interest expenses limitation. Under the CARES Act provisions, the most relevant income tax considerations to Oncocyte relate to the amounts received under the Paycheck Protection Program loan program and the possible forgiveness of those loans by the SBA. On December 21, 2020, the U.S. president has signed into law the Consolidated Appropriations Act, 2021 which includes further COVID-19 economic relief and extension of certain expiring tax provisions. The relief package includes a tax provision clarifying that businesses with forgiven PPP loans can deduct regular business expenses that are paid for with the loan proceeds for federal tax purposes. Additional pandemic relief tax measures include an expansion of the employee retention credit, enhanced charitable contribution deductions, and a temporary full deduction for business expenses for food and beverages provided by a restaurant. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company had $ 0 0 0 0 |
Net Loss per Common Share | Net Loss per Common Share Net loss per common share is computed pursuant to section 260-10-45 Earnings Per Share (ASC 260-10) of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding and the member potentially outstanding during each period. In periods when a net loss is experienced, only basic net loss per share is calculated because to do otherwise would be anti-dilutive. There were common share equivalents 234,215,379 47,298,693 1,637,705 3,670,779 |
Stock Based Compensation | Stock Based Compensation All stock-based payments to employees and to nonemployee directors for their services as directors, including any grants of restricted stock and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period. Stock-based payments to nonemployees are recognized as an expense over the period of performance. Such payments are measured at fair value at the earlier of the date a performance commitment is reached, or the date performance is completed. In addition, for awards that vest immediately and are non-forfeitable the measurement date is the date the award is issued. The Company accounts for stock options issued to non-employees based on the estimated fair value of the awards using the Black-Scholes option pricing model in accordance with ASC 505-50, Equity-Based Payment to Non-employees |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (ASC 730-10). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. For the three and six months ended June 30, 2023 and 2022 the Company incurred research and development expenses of $ 34,074 35,171 54,409 79,364 Material Equity Instruments The Company evaluates stock options, stock warrants and other contracts (convertible promissory note payable) to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for under the relevant sections of ASC 815-40, Derivative Instruments and Hedging: Contracts in Entitys Own Equity (ASC 815). Certain of the Companys embedded conversion features on debt and outstanding warrants are treated as derivative liabilities for accounting purposes under ASC 815-40 due to insufficient authorized shares to settle these outstanding contracts. Pursuant to SEC staff guidance that permits a sequencing approach based on the use of ASC 840-15-25 which provides guidance for contracts that permit partial net share settlement. The sequencing approach may be applied in one of two ways: contracts may be evaluated based on (1)earliest issuance date or (2) latest maturity date. In the case of insufficient authorized share capital available to fully settle outstanding contracts, the Company utilizes the earliest maturity date sequencing method to reclassify outstanding contracts as derivative instruments. These contracts are recognized currently in earnings until such time as the convertible notes or warrants are exercised, expire, the related rights have been waived and/or the authorized share capital has been amended to accommodate settlement of these contracts. These instruments do not trade in an active securities market. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Accounting Standards Implemented Since December 31, 2022 ASC Update 2021-04 Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entitys Own Equity (Subtopic 815-40): Issuers Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update affect all entities that issue freestanding written call options that are classified in equity. Specifically, the amendments affect those entities when a freestanding equity-classified written call option is modified or exchanged and remains equity classified after the modification or exchange. The amendments that relate to the recognition and measurement of EPS for certain modifications or exchanges of freestanding equity-classified written call options affect entities that present EPS in accordance with the guidance in Topic 260, Earnings Per Share. The amendments in this Update do not apply to modifications or exchanges of financial instruments that are within the scope of another Topic. That is, accounting for those instruments continues to be subject to the requirements in other Topics. The amendments in this Update do not affect a holders accounting for freestanding call options. ASC Update No. 2020-10 In October 2020, the FASB issued ASC Update No. 2020-10, Codification Improvements. Update No. 2020-10 amends a wide variety of Topics in the Codification in order to improve the consistency of the Codification and the application thereof, while leaving Generally Accepted Accounting Principles unchanged. ASC Update No. 2020-06 In August 2020, the FASB issued ASC Update No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entitys Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entitys Own Equity. The amendments in Update No. 2020-06 simplify the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exception for contracts in an entitys own equity. Other recent accounting pronouncements issued by the FASB and the SEC did not or are not believed by management to have a material impact on the Companys present or future consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment relating to continuing operations | Schedule of property and equipment relating to continuing operations June 30, 2023 December 31, 2022 Equipment $ 183,992 $ 183,992 Less: accumulated depreciation $ 106,438 $ 90,152 $ 77,554 $ 93,840 |
Schedule of intangible assets relating to continuing operation | Schedule of intangible assets relating to continuing operation June 30, December 31, 2023 2022 Patents $ 250,000 $ 250,000 Licenses 4,270,000 4,270,000 4,520,000 4,520,000 Less: accumulated amortization 727,796 530,573 $ 3,792,204 $ 3,989,427 |
Estimated aggregate amortization expense | Estimated aggregate amortization expense 2023 2024 2025 2026 2027 2028 and thereafter Amortization expense $ 194,811 $ 391,230 $ 391,230 $ 391,230 $ 391,230 $ 2,033,277 |
Derivative liabilities measured at fair value on recurring basis | Derivative liabilities measured at fair value on recurring basis Total Level 1 Level 2 Level 3 Derivative liabilities $ 2,982,857 $ - $ - $ 2,982,857 Derivative liabilities - Insufficient shares $ 3,670,779 $ 3,670,779 December 31, 2022 Total Level 1 Level 2 Level 3 Derivative liabilities $ 1,648,831 $ - $ - $ 1,648,831 |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Prepaid Expenses | |
Schedule of prepaid expenses | Schedule of prepaid expenses June 30, December 31, 2023 2022 Prepaid insurance $ - $ 42,078 Prepaid interest - 780 $ - $ 42,858 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Notes Payable | |
Schedule of convertible note payable,related party | Schedule of convertible note payable,related party June 30, December 31, 2023 2022 Convertible note payable, due on November 1, 2026 3.5% $ 4,000,000 $ 4,000,000 Accrued interest 70,000 261,537 Convertible note payable, net $ 4,070,000 $ 4,261,537 |
Schedule of convertible notes payable | Schedule of convertible notes payable June 30, December 31, 2023 2022 Convertible note payable, due on October 1, 2029, interest at 3.5% p.a. (1) $ 484,478 $ 484,478 Convertible Note Payable, due on January 27,2032 interest at 3% p.a. (4) 367,931 367,931 Convertible note payable, due on October 1, 2029, interest at 3.5% p.a. (2) 500,000 500,000 Convertible note payable, due on February 10, 2032, interest at 3.0% p. a. (5) 800,000 1,150,000 Convertible note payable, due on December 31, 2034, interest at 3% p.a. (3) 190,000 190,000 Convertible note payable, due on May 23, 2033, interest at 3.75% p.a. 250,000 - Convertible note payable, due on May 23, 2033, interest at 3.75% p.a. 325,000 - Accrued interest (The accrued interest and principal are both included in the captions titled convertible note payable in the balance sheet) 42,910 274,442 Total 2,960,319 2,966,851 Less: unamortized debt discount/finance premium costs (1,601,449 ) (1,583,435 ) Convertible note payable, net $ 1,358,870 $ 1,383,416 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of changes in fair value of financial liabilities | Summary of changes in fair value of financial liabilities Balance, December 31, 2022 $ 1,648,831 Issuance of shares in exchange for convertible note payable (624,490 ) Issuance of convertible notes payable 1,265,000 Mark to market 693,515 Balance, June 30, 2023 $ 2,982,856 Loss on change in derivative liabilities for the six months ended June 30, 2023 $ 693,515 Loss on Change in Fair Value of derivative liability for the three months ended June 30, 2023 594,876 Balance, December 31, 2021 $ - Issuance of convertible notes payable 2,641,846 Mark to market (587,077 ) Balance, March 31, 2022 $ 2,054,769 Mark to Market during the three months ended June 30, 2022 (332,579 ) Balance June 30, 2022 1,722,190 Gain on change in derivative liabilities for the six months ended June 30, 2022 $ 919,656 Gain on Change in Fair Value of derivative liability for the three months ended June 30, 2022 332,579 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Stock Options And Warrants | |
Schedule of stock option activity | Schedule of stock option activity Options Outstanding Weighted Average Exercise Price Outstanding at December 31, 2021 10,960,715 $ 0.37 Granted 14,400,000 0.0405 Exercised (500,000 ) 0.002 Expired or cancelled (53,000,000 ) 0.057 Outstanding at December 31, 2022 19,860,715 $ 0.049 Granted 2,000,000 .02 Expired (547,032 ) - Balance June 30, 2023 21,313,683 $ 0.049 |
Schedule of option outstanding under stock option plan | Schedule of option outstanding under stock option plan Options Outstanding Options Exercisable Weighted Average Exercise Price ($) Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price ($) Number Exercisable Weighted Average Exercise Price ($) $ 0.15 21,313,683 8.25 $ 0.049 21,266,887 $ 0.049 As of December 31, 2022 Options Outstanding Options Exercisable Weighted Average Exercise Price ($) Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price ($) Number Exercisable Weighted Average Exercise Price ($) $ 0.15 19,860,715 9.0 $ 0.049 18,341,741 $ 0.049 |
Schedule of weigted average assumptions using black holes option pricing model | Schedule of weigted average assumptions using black holes option pricing model June 30, December 31, 2023 2022 Expected life (years) 10 10 Risk-free interest rate (%) 3.53 3.96 Expected volatility (%) 2.24 229 Dividend yield (%) - - Weighted average fair value of shares at grant date $ - $ 1.74 |
Schedule of warrants activity | Schedule of warrants activity Number of Warrants Weighted Average Exercise Price Outstanding at December 31, 2021 3,025,000 $ 0.71 Granted 519,247 0.31 Forfeited/Cancelled - - Exercised - - Outstanding at December 31, 2022 3,544,247 $ 0.65 Granted - - Exercised - - Expired - - Outstanding at June 30, 2023 3,544,247 0.65 |
COMMITMENT AND CONTINGENCIES (T
COMMITMENT AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of monthly base rent payable for the premises during extended term | Summary of monthly base rent payable for the premises during extended term Month(s) of Term No. of Months Monthly Base Rent Conditionally Abated Monthly Base Rent Total Monthly Base Rent May 1, 2023 – May 31, 2023 1 $ 8,014 $ 8,014 June 1, 2023 – June 30, 2023 1 $ 8,014 $ 8,014 $ 8,014 July 1, 2023 – April 30, 2024 10 $ 8,014 $ 8,014 May 1, 2024 – April 30, 2025 12 $ 8,335 $ 8,334 May 1, 2025 – April 30, 2026 12 $ 8,668 $ 8,668 May 1, 2026 – May 31, 2026 1 $ 9,014 $ 9,014 |
Summary of right of use asset and liabilities | Summary of right of use asset and liabilities Right-of-use assets $ 270,087 Lease liability obligations, current $ 88,475 Lease liability obligations, noncurrent 187,494 Total lease liability obligations $ 275,969 Weighted-average remaining lease term 2.75 Weighted-average discount rate 6 % |
Summary of lease expenses | Summary of lease expenses Three months ended June 30, June 30, 2023 2022 Operating lease expense $ 25,128 * $ 14,854 Short-term lease expense 11,637 24,700 Total lease expense $ 36,765 $ 39,554 Six months ended June 30, June 30, 2023 2022 Operating lease expense $ 44,232 * $ 37,203 Short-term lease expense 23,274 15,516 Total lease expense $ 67,506 $ 52,719 |
Schedule of future minimum rental payments for operating leases | Schedule of future minimum rental payments for operating leases 2023 $ 48,084 2024 106,750 2025 102,684 2026 43,686 Total minimum payments 301,204 Less: amount representing interest (31,117 ) Total $ 270,087 |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) - shares | Jan. 06, 2022 | May 11, 2015 | Jan. 10, 2022 |
Exchange of common stock | 5,826,706 | ||
Organization description | the record holder of 500,000 shares of the Companys Series C Preferred Stock, representing 100% of the 500,000 shares of Series C Preferred Stock issued and outstanding, which shares are entitled to cast a vote for election of up to four Series C Directors, whether by shareholder meeting | ||
Can Chew [Member] | |||
Acquisition ownership percentage | 100% | ||
Schroeder [Member] | |||
Acquisition ownership percentage | 16.40% |
ACQUISITION OF INTELLECTUAL P_2
ACQUISITION OF INTELLECTUAL PROPERTY OF ADVANCED TEAR DIAGNOSTIC, LLC. (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Aug. 26, 2021 | Jul. 29, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Patents | $ 250,000 | $ 250,000 | ||
Sellers liabilities to pay | 13,996,962 | $ 9,037,447 | ||
Tear Diagnostics LLC [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Purchase Price acquisition | $ 4,520,000 | |||
Patents | $ 250,000 | |||
Sellers liabilities to pay | 30,000 | |||
Purchase price | 210,000 | |||
Monthly payments | $ 30,000 | |||
Licenses fee | $ 4,270,000 | |||
Acquisition of common stock shares | 7,000,000 | |||
Patents average ife | 11 years 6 months 14 days |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Mar. 11, 2019 | Apr. 16, 2018 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Working capital deficit | $ 8,267,997 | ||||
Accumulated deficit | 70,611,099 | $ 64,125,176 | |||
Net cash provided by (used in) operating activities | 785,553 | $ 1,407,596 | |||
Additional capital raised | 60,838,679 | $ 59,191,469 | |||
Stock Purchase Agreement [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share sold during period | 1,945,000 | ||||
Share issued amount reduced | $ 400,000 | ||||
Additional capital raised | $ 287,550 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Equipment of continuing operations | $ 183,992 | $ 183,992 |
Less: accumulated depreciation | 106,438 | 90,152 |
Property, plant and equipment, net | $ 77,554 | $ 93,840 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Patents | $ 250,000 | $ 250,000 |
Licenses | 4,270,000 | 4,270,000 |
Finite-lived intangible assets, gross | 4,520,000 | 4,520,000 |
Less: accumulated amortization | 727,796 | 530,573 |
Intangible assets, net | $ 3,792,204 | $ 3,989,427 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Details 2) | Dec. 31, 2022 USD ($) |
Accounting Policies [Abstract] | |
2023 | $ 194,811 |
2024 | 391,230 |
2025 | 391,230 |
2026 | 391,230 |
2027 | 391,230 |
2028 and thereafter | $ 2,033,277 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liabilities | $ 2,982,857 | $ 1,648,831 |
Derivative liabilities - Insufficient shares | 3,670,779 | |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Derivative liabilities | 2,982,857 | $ 1,648,831 |
Derivative liabilities - Insufficient shares | $ 3,670,779 |
SIGNIFICANT ACCOUNTING POLICI_8
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Product Information [Line Items] | |||||
Depreciation expense | $ 8,143 | $ 7,402 | $ 16,286 | $ 15,318 | |
Amortization expense | 98,612 | 98,612 | 197,223 | 197,223 | |
Revenues from continuing operations | 9,929 | 17,078 | 0 | 0 | |
Accrued for payment of interest and penalties | 0 | 0 | $ 0 | ||
Uncertain tax positions | 0 | 0 | 0 | ||
Allowance for doubtful accounts | 0 | 0 | 0 | ||
Accounts receivable | 0 | $ 0 | $ 0 | ||
Antidilutive securities excluded from computation of earnings per share, amount | 234,215,379 | 47,298,693 | |||
Derivative short share expense | 1,637,705 | $ 3,670,779 | |||
Research and development expense from continuing operation | $ 34,074 | $ 35,171 | $ 54,409 | $ 79,364 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||||
Product Information [Line Items] | |||||
Concentrations percentage | 100% | 100% | |||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer [Member] | |||||
Product Information [Line Items] | |||||
Concentrations percentage | 0% | 0% |
PREPAID EXPENSES (Details)
PREPAID EXPENSES (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Prepaid Expenses | ||
Prepaid insurance | $ 42,078 | |
Prepaid services | 780 | |
Prepaid expenses | $ 42,858 |
PREPAID EXPENSES (Details Narra
PREPAID EXPENSES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Prepaid Expenses | ||||
Amortization of prepaid insurance | $ 0 | $ 93,828 | $ 42,858 | $ 166,659 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
May 04, 2020 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Mar. 17, 2020 | |
Related Party Transaction [Line Items] | ||||||
Note receivable | $ 0 | $ 0 | ||||
Loss on extinguishment of debt | $ (384,659) | 172,731 | $ (391,531) | |||
Accrued liabilities, current | $ 0 | $ 0 | ||||
Catlina Valencia [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts payable, related parties | $ 15,000 | |||||
Dr. Sergei A. Svarovsky [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts payable, related parties | $ 15,000 | |||||
Dr Anastassov [Member] | Purchase Promissory Note [Member] | Forbearance Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument, face amount | $ 350,000 | |||||
Due to related parties, current | 100,000 | |||||
Note payable | 100,000 | |||||
Note receivable | 102,567 | |||||
Common stock to be issued | 135,000 | |||||
Loss on extinguishment of debt | $ 32,433 |
DUE TO FIRST INSURANCE FUNDING
DUE TO FIRST INSURANCE FUNDING (Details Narrative) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 25, 2022 |
Due To First Insurance Funding | |||
Insaurance renewal fee | $ 87,762 | ||
Cash down payment | 8,776 | ||
Insurance financing, payments | $ 8,957 | ||
Interest rate | 3.50% | 4.92% | |
Total Outstanding amount | $ 0 | $ 26,781 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Jan. 27, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 25, 2022 | |
Short-Term Debt [Line Items] | ||||
Debt instrument, maturity date | Jan. 27, 2032 | Nov. 01, 2026 | ||
Debt instrument, interest rate, stated percentage | 3.50% | 4.92% | ||
Convertible notes payable due to shareholder | ||||
Short-Term Debt [Line Items] | ||||
Debt instrument, face amount | $ 4,000,000 | $ 4,000,000 | ||
Accrued interest | 70,000 | 261,537 | ||
Convertible note payable, net | $ 4,070,000 | $ 4,261,537 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details 1) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Total | $ 4,070,000 | $ 4,261,537 |
Less: unamortized debt discount/finance premium costs | (1,601,449) | (1,583,435) |
Convertible Note Payable Net | 1,358,870 | 1,383,416 |
Convertible Note Payable 1 [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 484,478 | 484,478 |
Convertible Note Payable 2 [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 367,931 | 367,931 |
Convertible Note Payable 3 [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 500,000 | 500,000 |
Convertible Note Payable 4 [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 800,000 | 1,150,000 |
Convertible Note Payable 5 [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 190,000 | 190,000 |
Convertible Note Payable 6 [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 250,000 | |
Convertible Note Payable 7 [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 325,000 | |
Convertible note payable | ||
Short-Term Debt [Line Items] | ||
Total | 2,960,319 | 2,966,851 |
Accrued interest (The accrued interest and principal are both included in the captions titled "convertible note payable" in the balance sheet) | $ 42,910 | $ 274,442 |
CONVERTIBLE NOTES PAYABLE (De_3
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Feb. 10, 2022 | Jun. 07, 2021 | May 23, 2023 | Jan. 27, 2023 | Jan. 23, 2023 | Jan. 23, 2023 | Jan. 27, 2022 | Oct. 20, 2016 | Sep. 16, 2016 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jul. 01, 2023 | Jun. 25, 2022 | Mar. 17, 2020 | Dec. 31, 2019 | Mar. 01, 2017 | |
Short-Term Debt [Line Items] | ||||||||||||||||||||
Aggregate amount | $ 261,537 | |||||||||||||||||||
Accrued interest rate | 3.50% | 3% | ||||||||||||||||||
Extinguishment of debt amount | $ 261,537 | |||||||||||||||||||
Interest expenses | $ 35,000 | $ 35,000 | $ 70,000 | $ 70,000 | ||||||||||||||||
Convertible note, principal balance | $ 209,522 | 209,522 | 4,070,000 | $ 4,070,000 | $ 4,261,537 | |||||||||||||||
Original maturity date | Jan. 27, 2032 | Nov. 01, 2026 | ||||||||||||||||||
Convertible note | $ 4,070,000 | $ 4,070,000 | $ 4,261,537 | |||||||||||||||||
Interest rate per annum | 3.50% | 3.50% | 4.92% | |||||||||||||||||
Convertible note beneficial conversion feature | $ 1,325,000 | $ 688,432 | 154,292 | |||||||||||||||||
Amortization of debt discount (premium) | 381,760 | $ 41,480 | $ 50,489 | $ 76,652 | 86,080 | |||||||||||||||
Gain on conversion | $ 35,537 | |||||||||||||||||||
Common stock price per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Shares of convertible note | 367,931 | |||||||||||||||||||
Sale of convertible note | $ 575,000 | $ 1,325,000 | ||||||||||||||||||
Note retired | 350,000 | $ 175,000 | ||||||||||||||||||
Accrued interest retired | $ 30,858 | $ 2,840 | ||||||||||||||||||
Number of notes in common share | 22,207,486 | 5,665,636 | ||||||||||||||||||
Number of notes in common share value | $ 688,432 | $ 349,535 | ||||||||||||||||||
Recognized a loss on extinguishment | 626,414 | 111,807 | ||||||||||||||||||
Cancellation of balance debt discount | 318,840 | 167,571 | ||||||||||||||||||
Cancellation of derivative liabilities | 624,490 | 227,459 | ||||||||||||||||||
Loss on issuance of the shares value | 307,574 | |||||||||||||||||||
Debt instrument, unamortized discount | $ 1,840,706 | 1,840,706 | 1,583,435 | |||||||||||||||||
Short-Term Debt [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Original maturity date | Mar. 10, 2022 | |||||||||||||||||||
Short term notes face value | $ 250,000 | $ 575,000 | ||||||||||||||||||
Accrued interest rate | 1.50% | |||||||||||||||||||
Short term promissory notes | $ 500,000 | |||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Original maturity date | May 23, 2033 | |||||||||||||||||||
Amortization of debt discount (premium) | $ 575,000 | |||||||||||||||||||
Accrued interest rate | 3.75% | |||||||||||||||||||
Debt discount | 4.999% | |||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Seven convertible notes aggregate face value | $ 1,325,000 | |||||||||||||||||||
Seven convertible notes aggregate face value convert for cash | 1,325,000 | |||||||||||||||||||
CEO [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Conversion price per share | $ 0.01 | $ 0.01 | ||||||||||||||||||
Original maturity date | Jan. 23, 2024 | |||||||||||||||||||
Interest rate per annum | 4% | 4% | ||||||||||||||||||
Amortization of debt discount (premium) | 250,000 | |||||||||||||||||||
Salary payable | 512,500 | |||||||||||||||||||
Amount due to related party | 250,000 | |||||||||||||||||||
Convertible note face value | 250,000 | |||||||||||||||||||
Forfeit amount | 50,000 | |||||||||||||||||||
Amount due leaving remaining balance | 212,500 | |||||||||||||||||||
Director [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Sale of convertible note | $ 25,000 | |||||||||||||||||||
January 27, 2023 | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Aggregate amount | $ 17,115 | |||||||||||||||||||
July 1 2023 [Member] | CEO [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Amount due to related party | $ 212,500 | |||||||||||||||||||
Convertible Note Purchase Agreement | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Conversion price per share | $ 0.2201 | $ 0.2201 | $ 0.2201 | |||||||||||||||||
Acquisition of common stock shares | 5,000,000 | |||||||||||||||||||
Secured convertible note | $ 1,000,000 | $ 850,000 | ||||||||||||||||||
Original maturity date | Oct. 01, 2029 | |||||||||||||||||||
Convertible note interest rate | 3.50% | 3.50% | ||||||||||||||||||
Promissory notes | $ 500,000 | |||||||||||||||||||
Secured promissory notes | 250,000 | |||||||||||||||||||
Convertible note | $ 500,000 | $ 250,000 | $ 190,000 | |||||||||||||||||
Interest rate per annum | 3% | 1% | ||||||||||||||||||
Additionally secured number of shares | 10,486,303 | |||||||||||||||||||
Additionally secured number of shares, value | $ 858,828 | |||||||||||||||||||
Convertible note beneficial conversion feature | $ 499,318 | |||||||||||||||||||
Accrued interest | $ 82,707 | |||||||||||||||||||
Common stock conversion | 2,647,464 | |||||||||||||||||||
Recognized a loss on extinguishment | $ 1,535,264 | |||||||||||||||||||
Common stock price per share | $ 1.90 | |||||||||||||||||||
Share Exchange Agreement | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Convertible note | $ 190,000 | |||||||||||||||||||
Common stock conversion | 6,000,000 | |||||||||||||||||||
Secured Convertible Debt [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Accrued interest | $ 70,000 | $ 70,000 | 261,537 | |||||||||||||||||
Aggregate amount | $ 216,572 | |||||||||||||||||||
Secured Convertible Debt 1 [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Accrued interest | 8,666 | 8,666 | 106,467 | |||||||||||||||||
Convertible debt | 493,145 | 493,145 | 590,945 | |||||||||||||||||
Secured Convertible Debt 3 [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Accrued interest | 8,894 | 8,894 | 110,104 | |||||||||||||||||
Convertible debt | 508,944 | 508,944 | 610,104 | |||||||||||||||||
Secured Convertible Debt 4 [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Accrued interest | 1,922 | 1,922 | 17,116 | |||||||||||||||||
Convertible debt | 191,922 | 191,922 | 207,116 | |||||||||||||||||
Secured Convertible Debt 2 [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Accrued interest | 2,766 | 2,766 | 10,262 | |||||||||||||||||
Convertible debt | 373,465 | 373,465 | 378,193 | |||||||||||||||||
Secured Convertible Debt 7 [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Accrued interest | 4,361 | 4,361 | 0 | |||||||||||||||||
Convertible debt | 251,861 | 251,861 | 0 | |||||||||||||||||
Secured Convertible Debt 8 [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Accrued interest | 15,598 | 15,598 | 30,492 | |||||||||||||||||
Convertible note | $ 815,598 | $ 815,598 | $ 1,180,492 | |||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Conversion price per share | $ 0.25 | $ 0.25 | ||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||
Conversion price per share | $ 0.075 | $ 0.075 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | |||||
Balance at beginning | $ 2,054,769 | $ 1,648,831 | |||
Issuance of shares in exchange for convertible note payable | (624,490) | ||||
Issuance of convertible notes payable | 2,641,846 | 1,265,000 | |||
Mark to market | (332,579) | (587,077) | 693,515 | ||
Balance at ending | $ 2,982,856 | 1,722,190 | $ 2,054,769 | 2,982,856 | 1,722,190 |
Loss on change in derivative liabilities | $ 594,876 | $ 693,515 | |||
Gain on change in derivative liabilities | $ 919,656 | ||||
Gain on Change in Fair Value of derivative liability | $ 332,579 |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Feb. 10, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||
Fair value of embedded derivatives | $ 2,641,846 | $ 2,982,856 | $ 2,982,856 | |||
Beneficial conversion feature | 1,325,000 | $ 688,432 | $ 154,292 | |||
Non-cash interest expenses | $ 1,316,846 | |||||
Loss on change in derivative liabilities | 594,876 | 693,515 | ||||
Derivative liability | $ 1,637,705 | $ 0 | $ 3,670,779 | $ 0 | ||
Measurement Input, Expected Dividend Rate [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Derivative liability measurment input assumption | 0% | 0% | 0% | |||
Measurement Input, Expected Dividend Rate [Member] | Black-Scholes | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Derivative liability measurment input assumption | 0% | 0% | ||||
Measurement Input, Price Volatility [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Derivative liability measurment input assumption | 163.09% | 158.74% | 158.74% | |||
Measurement Input, Price Volatility [Member] | Black-Scholes | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Derivative liability measurment input assumption | 154.03% | 154.03% | ||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Derivative liability measurment input assumption | 2.03% | 3.88% | 3.88% | |||
Measurement Input, Risk Free Interest Rate [Member] | Black-Scholes | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Derivative liability measurment input assumption | 3.88% | 3.88% | ||||
Measurement Input, Expected Term [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Derivative liability measurment input assumptions | 10 years | 9 years 1 month 11 days | ||||
Measurement Input, Expected Term [Member] | Black-Scholes | Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Derivative liability measurment input assumptions | 2 years 9 months | |||||
Measurement Input, Expected Term [Member] | Black-Scholes | Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Derivative liability measurment input assumptions | 9 years 11 months 1 day |
STOCK INCENTIVE PLAN (Details N
STOCK INCENTIVE PLAN (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Dec. 09, 2022 | Sep. 08, 2021 | Sep. 02, 2021 | Aug. 02, 2021 | Sep. 04, 2020 | Aug. 22, 2022 | Aug. 17, 2021 | Apr. 19, 2021 | May 29, 2015 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Stock available for issuance | 18,686,317 | 9,806,000 | 18,686,317 | 9,806,000 | ||||||||||
Option granted purchase shares | 900,000 | 13,500,000 | ||||||||||||
Stock option vesting description | 5,750,000 vesting immediately and the balance vesting between six months and a year from issuance. | |||||||||||||
Exercise price | $ 0.10 | $ 0.052 | ||||||||||||
Fair value of the option | $ 0.04 | |||||||||||||
Dividend yield | 0% | (0.00%) | (0.00%) | |||||||||||
Expected volatility | 227% | |||||||||||||
Risk-free interest rate | 3.03% | |||||||||||||
Expected life | 9 years 10 months 24 days | 10 years | 10 years | |||||||||||
Share-based payment arrangement, expense | $ 21,404 | $ 182,215 | $ 125,226 | $ 371,133 | ||||||||||
Bijan Pedram [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Option granted purchase shares | 100,000 | |||||||||||||
Purchase price of stock option | $ 0.67 | |||||||||||||
Stock option vesting description | 25% of the Option shares will be vested upon the one anniversary of the vesting commencement day and the balance of the option shares will be vested of thirty-six (36) successive equal monthly in the first anniversary of the vesting commencement day. | |||||||||||||
Jeft Busby [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Option granted purchase shares | 1,000,000 | |||||||||||||
Purchase price of stock option | $ 0.60 | |||||||||||||
Stock option vesting description | 25% of the Option shares will be vested upon the one anniversary of the vesting commencement day, 25% of the Option shares will be vested upon the two anniversaries of the vesting commencement day, 25% of the Option shares will be vested upon the three anniversary of the vesting commencement day and 25% of the Option shares will be vested upon the four anniversaries of the vesting commencement day. | |||||||||||||
Laura M. Periman [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Option granted purchase shares | 100,000 | |||||||||||||
Purchase price of stock option | $ 0.64 | |||||||||||||
Stock option vesting description | 50% of the Option shares will be vested upon the one anniversary of the vesting commencement day and 50% of the Option shares will be vested upon the two anniversaries of the vesting commencement day. | |||||||||||||
Kelly K. Nichols [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Option granted purchase shares | 100,000 | |||||||||||||
Purchase price of stock option | $ 0.62 | |||||||||||||
Stock option vesting description | 50% of the Option shares will be vested upon the one anniversary of the vesting commencement day and 50% of the Option shares will be vested upon the two anniversaries of the vesting commencement day. | |||||||||||||
Joseph Tauber [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Option granted purchase shares | 1,000,000 | |||||||||||||
Purchase price of stock option | $ 0.622 | |||||||||||||
Stock option vesting description | 25% of the Option shares will be vested upon the one anniversary of the vesting commencement day, 25% of the Option shares will be vested upon the two anniversaries of the vesting commencement day, 25% of the Option shares will be vested upon the three anniversary of the vesting commencement day and 25% of the Option shares will be vested upon the four anniversaries of the vesting commencement day. | |||||||||||||
2015 Stock Incentive Plan [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Common stock issued under registration statement on form s-8 | 10,000,000 | |||||||||||||
Increase of issuance shares | 40,000,000 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) | 1 Months Ended | 6 Months Ended | 9 Months Ended | |||||||||||||||
Dec. 09, 2022 $ / shares | Jan. 11, 2022 $ / shares shares | Feb. 20, 2019 USD ($) Integer shares | Aug. 18, 2016 USD ($) shares | Mar. 31, 2023 USD ($) | Aug. 22, 2022 $ / shares | Mar. 31, 2022 USD ($) shares | Mar. 30, 2022 shares | Jan. 31, 2022 USD ($) | Apr. 16, 2018 shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Jul. 14, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 04, 2020 USD ($) $ / shares | Aug. 17, 2016 shares | |
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | shares | 5,000,000 | 5,000,000 | ||||||||||||||||
Preferred stock, par value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Undesignated preferred stock, shares authorized | shares | 4,000,000 | |||||||||||||||||
Undesignated preferred stock, shares issued | shares | 0 | 0 | ||||||||||||||||
Undesignated preferred stock, shares outstanding | shares | 0 | 0 | ||||||||||||||||
Common stock, shares authorized | shares | 300,000,000 | 300,000,000 | ||||||||||||||||
Common stock, par value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Common stock shares issued | shares | 227,649,403 | 192,441,917 | ||||||||||||||||
Common stock, shares outstanding | shares | 227,649,403 | 192,441,917 | ||||||||||||||||
Common stock to be issued | $ 135,000 | $ 135,000 | ||||||||||||||||
Common stock to be issued, per share | $ / shares | $ (0.135) | |||||||||||||||||
Advances from shareholder | $ 65,170 | 47,720 | ||||||||||||||||
Exercise price | $ / shares | $ 0.10 | $ 0.052 | ||||||||||||||||
Stock issued upon stock options exercised | shares | 282,759 | |||||||||||||||||
Stock issued during period, shares, stock options exercised | shares | 500,000 | |||||||||||||||||
Share issued for settelment of debt | shares | 891,610 | |||||||||||||||||
Share issued settelment of debt amount | $ 60,000 | |||||||||||||||||
Loss on settlement debt | $ 4,196 | |||||||||||||||||
Shares in settlement of claims | shares | 3,544,247 | |||||||||||||||||
Loss on settlement debt | $ 226,171 | |||||||||||||||||
Value of shares, rights to put or sell, maximum | 30,000,000 | |||||||||||||||||
Converted debt | 575,000 | $ 1,325,000 | ||||||||||||||||
Debt discount | 1,840,706 | 1,583,435 | ||||||||||||||||
Derivative liabilities | $ 2,054,769 | 2,982,856 | 1,722,190 | $ 1,648,831 | ||||||||||||||
January 2022 [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Proceeds from issuance of warrants | $ 75,000 | |||||||||||||||||
Common stock warrant purchase shares | shares | 519,247 | |||||||||||||||||
Exercise price | $ / shares | $ 0.315 | |||||||||||||||||
Warrants are exercisable period | 3 years | |||||||||||||||||
Stock issued during period, shares, restricted shares | shares | 302,115 | |||||||||||||||||
Restricted stock, value, shares issued net of tax withholdings | $ 100,000 | |||||||||||||||||
Converted debt | 177,840 | |||||||||||||||||
Accrued interest | $ 2,840 | |||||||||||||||||
Stock issued for severence fees, shares | shares | 5,665,636 | |||||||||||||||||
Stock issued for severence fees, value | $ 349,535 | |||||||||||||||||
Loss on extinguishment of debt | 111,807 | |||||||||||||||||
Debt discount | 167,571 | |||||||||||||||||
Derivative liabilities | 227,459 | |||||||||||||||||
Theron [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Exchange value | $ 688,432 | |||||||||||||||||
Shares issued | shares | 22,207,486 | |||||||||||||||||
S 1 Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Exchange value | $ 287,550 | |||||||||||||||||
Stock Purchase Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Sale of stock, number of shares issued in transaction | shares | 1,945,000 | |||||||||||||||||
Common stock to be issued | 624,290 | $ 519,247 | $ 13,861,004 | |||||||||||||||
Cash gross proceeds | $ 55,000 | $ 350,000 | ||||||||||||||||
Asset Acquisition [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Asset acquisition amount | $ 7,000,000 | |||||||||||||||||
Equity Purchase Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock issued during period, shares, restricted shares | shares | 8,000,000 | |||||||||||||||||
Restricted stock, value, shares issued net of tax withholdings | $ 234,844 | |||||||||||||||||
Subscription receivable | 46,000 | |||||||||||||||||
Subscription amount | 46,000 | |||||||||||||||||
Advance received | $ 47,720 | |||||||||||||||||
Equity Purchase Agreement [Member] | Minimum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Investment amount | $ 10,000 | |||||||||||||||||
Equity Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Investment amount | $ 250,000 | |||||||||||||||||
MJNA Investment Holdings, LLC [Member] | Purhase Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Sale of stock, number of shares issued in transaction | shares | 500,000 | |||||||||||||||||
Sale of stock, consideration received on transaction | $ 500,000 | |||||||||||||||||
Juniper and Ivy Corporation [Member] | Purchase Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Cash payments for purchase of preferred stock | 65,000 | |||||||||||||||||
Promissory note issued, face value | $ 435,000 | |||||||||||||||||
Number of votes per share | Integer | 100 | |||||||||||||||||
Third Party [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock issued during period, shares, restricted shares | shares | 173,390 | |||||||||||||||||
Restricted stock, value, shares issued net of tax withholdings | $ 32,944 | |||||||||||||||||
Third Party [Member] | S 1 Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock issued during period, shares, restricted shares | shares | 10,750,000 | 2,227,638 | ||||||||||||||||
Restricted stock, value, shares issued net of tax withholdings | $ 973,495 | $ 78,928 | ||||||||||||||||
Third Parties 4 [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock issued during period, shares, restricted shares | shares | 500,000 | |||||||||||||||||
Restricted stock, value, shares issued net of tax withholdings | $ 79,500 | |||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, shares issued | shares | 0 | |||||||||||||||||
Shares outstanding | shares | 0 | |||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, shares issued | shares | 0 | |||||||||||||||||
Shares outstanding | shares | 0 | |||||||||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, par value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Preferred stock, shares issued | shares | 500,000 | 500,000 | 500,000 | |||||||||||||||
Shares outstanding | shares | 500,000 | 500,000 | ||||||||||||||||
Series C Convertible Preferred Stock [Member] | MJNA Investment Holdings, LLC [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock, shares issued | shares | 500,000 | |||||||||||||||||
Proceeds from issuance of preferred stock | $ 65,000 | |||||||||||||||||
Convertible Preferred Stock Series C | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Options exercised during period, exercise price | $ / shares | $ 0.126 |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Options outstanding, beginning balance | 19,860,715 | |
Weighted average exercise price, beginning | $ 0.049 | |
Options outstanding, ending balance | 21,313,683 | 19,860,715 |
Weighted average exercise price, ending | $ 0.049 | $ 0.049 |
Equity Option [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Options outstanding, beginning balance | 19,860,715 | 10,960,715 |
Weighted average exercise price, beginning | $ 0.049 | $ 0.37 |
Granted | 2,000,000 | 14,400,000 |
Weighted average exercise price, granted | $ 0.02 | $ 0.0405 |
Exercised | (500,000) | |
Weighted average exercise price, exercised | $ 0.002 | |
Expired or canceled | (547,032) | (53,000,000) |
Weighted average exercise price, expired or canceled | $ 0.057 | |
Options outstanding, ending balance | 21,313,683 | 19,860,715 |
Weighted average exercise price, ending | $ 0.049 | $ 0.049 |
STOCK OPTIONS AND WARRANTS (D_2
STOCK OPTIONS AND WARRANTS (Details 1) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Stock Options And Warrants | ||
Weighted average exercise price | $ 0.15 | $ 0.15 |
Number of options outstanding | 21,313,683 | 19,860,715 |
Weighted average remaining contractual life | 8 years 3 months | 9 years |
Options outstanding weighted average exercise price | $ 0.049 | $ 0.049 |
Number of options exercisable | 21,266,887 | 18,341,741 |
Options exercisable weighted average exercise price | $ 0.049 | $ 0.049 |
STOCK OPTIONS AND WARRANTS (D_3
STOCK OPTIONS AND WARRANTS (Details 2) - $ / shares | 6 Months Ended | 12 Months Ended | |
Dec. 09, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Stock Options And Warrants | |||
Expected life (years) | 9 years 10 months 24 days | 10 years | 10 years |
Risk-free interest rate (%) | 3.53% | 3.96% | |
Expected volatility (%) | 2.24% | 229% | |
Dividend yield (%) | 0% | (0.00%) | (0.00%) |
Weighted average fair value of shares at grant date | $ 1.74 |
STOCK OPTIONS AND WARRANTS (D_4
STOCK OPTIONS AND WARRANTS (Details 3) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Offsetting Assets [Line Items] | ||
Options outstanding, beginning balance | 19,860,715 | |
Weighted average exercise price, beginning | $ 0.049 | |
Options outstanding, ending balance | 21,313,683 | 19,860,715 |
Weighted average exercise price, ending | $ 0.049 | $ 0.049 |
Warrants [Member] | ||
Offsetting Assets [Line Items] | ||
Options outstanding, beginning balance | 3,544,247 | 3,025,000 |
Weighted average exercise price, beginning | $ 0.65 | $ 0.71 |
Granted | 519,247 | |
Granted per share | $ 0.31 | |
Expired | ||
Forfeited/cancelled | ||
Exercised | ||
Exercised per share | ||
Expired per share | ||
Options outstanding, ending balance | 3,544,247 | 3,544,247 |
Weighted average exercise price, ending | $ 0.65 | $ 0.65 |
STOCK OPTIONS AND WARRANTS (D_5
STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stock Options And Warrants | ||||
Stock-based compensation expense | $ 21,404 | $ 182,215 | $ 125,226 | $ 371,133 |
COMMITMENT AND CONTINGENCIES (D
COMMITMENT AND CONTINGENCIES (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Operating lease one [Member] | |
Month(s) of term | May 1, 2023 – May 31, 2023 |
No. Of months | 1 month |
Monthly base rent | $ 8,014 |
Total monthly base rent | $ 8,014 |
Operating lease two [Member] | |
Month(s) of term | June 1, 2023 – June 30, 2023 |
No. Of months | 1 month |
Monthly base rent | $ 8,014 |
Total monthly base rent | 8,014 |
Conditionally abated monthly base rent | $ 8,014 |
Operating lease three [Member] | |
Month(s) of term | July 1, 2023 – April 30, 2024 |
No. Of months | 10 months |
Monthly base rent | $ 8,014 |
Total monthly base rent | $ 8,014 |
Operating lease four [Member] | |
Month(s) of term | May 1, 2024 – April 30, 2025 |
No. Of months | 12 months |
Monthly base rent | $ 8,335 |
Total monthly base rent | $ 8,334 |
Operating lease five [Member] | |
Month(s) of term | May 1, 2025 – April 30, 2026 |
No. Of months | 12 months |
Monthly base rent | $ 8,668 |
Total monthly base rent | $ 8,668 |
Operating lease six [Member] | |
Month(s) of term | May 1, 2026 – May 31, 2026 |
No. Of months | 1 month |
Monthly base rent | $ 9,014 |
Total monthly base rent | $ 9,014 |
COMMITMENT AND CONTINGENCIES _2
COMMITMENT AND CONTINGENCIES (Details 1) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Right-of-use assets | $ 270,087 | $ 19,789 |
Lease liability obligations, current | 88,475 | |
Lease liability obligations, noncurrent | 187,494 | |
Total lease liability obligations | $ 275,969 | |
Weighted-average remaining lease term | 2 years 9 months | |
Weighted-average discount rate | 6% |
COMMITMENT AND CONTINGENCIES _3
COMMITMENT AND CONTINGENCIES (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease expense | $ 25,128 | $ 14,854 | $ 44,232 | $ 37,203 |
Short-term lease expense | 11,637 | 24,700 | 23,274 | 15,516 |
Total lease expense | $ 36,765 | $ 39,554 | $ 67,506 | $ 52,719 |
COMMITMENT AND CONTINGENCIES _4
COMMITMENT AND CONTINGENCIES (Details 3) | Jun. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 48,084 |
2024 | 106,750 |
2025 | 102,684 |
2026 | 43,686 |
Total minimum payments | 301,204 |
Less: amount representing interest | (31,117) |
Total | $ 270,087 |
COMMITMENT AND CONTINGENCIES _5
COMMITMENT AND CONTINGENCIES (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Aug. 05, 2020 USD ($) | Jan. 02, 2019 USD ($) shares | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) ft² | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Implicit interest rate | 50% | ||||||
Research and development expenses | $ 34,074 | $ 35,171 | $ 54,409 | $ 79,364 | $ 284,869 | ||
Land space | ft² | 1,908 | ||||||
Monthly base rent | 36,765 | 39,554 | $ 67,506 | 52,719 | |||
Short-term lease expense | $ 11,637 | $ 24,700 | 23,274 | $ 15,516 | |||
1st year [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Monthly base rent | 4,713 | ||||||
2nd year [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Monthly base rent | 4,854 | ||||||
3rd year [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Monthly base rent | $ 5,000 | ||||||
Small Business Innovation Research [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Grant income received | $ 279,981 | ||||||
John W. Huemoeller [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common stock granted purchase shares | shares | 2,000,000 | ||||||
Vesting percentage | 50% | ||||||
Increase salary per month | $ 35,000 | ||||||
CFO [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Increase salary per month | 3,000 | ||||||
Stock Purchase Agreement [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Salary | $ 10,000 | ||||||
Implicit interest rate | 6% | ||||||
Purchase price for acquisition | $ 150,468 | ||||||
Small business awarded | $ 395,880 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Aug. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | |||
Advances from shareholder | $ 65,170 | $ 47,720 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Stock issued for cash, share | 6,000,000 | ||
Proceeds from allocation | 82,425 |