Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 24, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | H-CYTE, INC. | ||
Entity Central Index Key | 0001591165 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 136,109,864 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 1,640,645 | $ 1,424,096 |
Accounts receivable | 22,667 | |
Other receivables | 22,123 | 18,673 |
Prepaid expenses | 94,434 | 810,143 |
Total Current Assets | 1,757,202 | 2,275,579 |
Right -of-use asset | 278,552 | 738,453 |
Property and equipment, net | 139,175 | 219,703 |
Other assets | 29,239 | 36,877 |
Total Assets | 2,204,168 | 3,270,612 |
Current Liabilities | ||
Interest payable | 6,898 | 53,198 |
Accounts payable | 1,006,968 | 1,485,542 |
Accrued liabilities | 276,415 | 324,984 |
Other current liabilities | 154,812 | 175,181 |
Short-term notes, related party | 1,635,000 | |
Short-term convertible notes payable | 424,615 | |
Notes payable, current portion | 67,444 | 66,836 |
Dividend payable | 108,641 | |
PPP Loan, current portion | 606,811 | |
Deferred revenue | 634,149 | 1,046,156 |
Lease liability, current portion | 139,189 | 453,734 |
Total Current Liabilities | 2,892,686 | 5,773,887 |
Long-term Liabilities | ||
Lease liability, net of current portion | 157,050 | 302,175 |
Notes payable, net of current portion | 11,545 | |
Derivative liability - warrants | 315,855 | |
Redemption put liability | 267,399 | |
PPP Loan, net of current portion | 202,271 | |
Total Long-term Liabilities | 359,321 | 896,974 |
Total Liabilities | 3,252,007 | 6,670,861 |
Commitments and Contingencies (Note 10) | ||
Stockholders' Equity (Deficit) | ||
Common stock - $.001 par value: 1,600,000,000 shares authorized, 127,159,464 and 99,768,704 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 127,159 | 99,769 |
Additional paid-in capital | 42,515,999 | 28,172,146 |
Accumulated deficit | (43,858,974) | (37,362,531) |
Non-controlling interest | (370,132) | (370,132) |
Total Stockholders' Deficit | (1,047,839) | (9,460,742) |
Total Liabilities, Mezzanine Equity and Stockholders' Deficit | 2,204,168 | 3,270,612 |
Series D Convertible Preferred Stock [Member] | ||
Mezzanine Equity | ||
Total Mezzanine Equity | 6,060,493 | |
Series A Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Preferred Stock, value | 538,109 | |
Series B Convertible Preferred Stock [Member] | ||
Stockholders' Equity (Deficit) | ||
Preferred Stock, value | $ 6 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,600,000,000 | 1,600,000,000 |
Common stock, shares issued | 127,159,464 | 99,768,704 |
Common stock, shares outstanding | 127,159,464 | 99,768,704 |
Series D Convertible Preferred Stock [Member] | ||
Mezzanine equity, par value | $ 0.001 | $ 0.001 |
Mezzanine equity, shares authorized | 238,871 | 238,871 |
Mezzanine equity, shares issued | 0 | 146,998 |
Mezzanine equity, shares outstanding | 0 | 146,998 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Preferred stock, shares issued | 538,109,409 | 0 |
Preferred stock, shares outstanding | 538,109,409 | 0 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 6,100 |
Preferred stock, shares outstanding | 0 | 6,100 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 2,150,672 | $ 8,346,858 |
Cost of Sales | (766,957) | (2,052,807) |
Gross Profit | 1,383,715 | 6,294,051 |
Operating Expenses | ||
Salaries and related costs | 3,198,867 | 8,646,471 |
Other general and administrative | 3,746,784 | 6,847,335 |
Research and development | 1,152,065 | 106,214 |
Advertising | 296,873 | 4,909,724 |
Loss on impairment | 15,508,401 | |
Depreciation and amortization | 81,470 | 834,291 |
Total Operating Expenses | 8,476,059 | 36,852,436 |
Operating Loss | (7,092,344) | (30,558,385) |
Other Income (Expense) | ||
Other expense | (86,816) | (124,118) |
Interest expense | (1,462,750) | (299,331) |
Change in fair value of redemption put liability | 272,704 | 346,696 |
Change in fair value of derivative liability - warrants | 2,986,854 | 827,260 |
Gain on extinguishment of short-term notes, related party | 1,300,088 | |
Warrant modification expense | (70,851) | |
Loss on derivative instrument | (2,306,121) | |
Total Other Income (Expense) | 633,108 | 750,507 |
Net Loss | (6,459,236) | (29,807,878) |
Accrued dividends on Series B Convertible Preferred Stock | 44,456 | 84,939 |
Finance costs on issuance of Series D Convertible Preferred Stock | 66,265 | |
Deemed dividend on adjustment to exercise price on convertible debt and certain warrants | 287,542 | |
Deemed dividend on Series D Convertible Preferred Stock | 277,719 | 2,916,813 |
Deemed dividend on beneficial conversion features | 32,592 | |
Net Loss attributable to common stockholders | $ (6,781,411) | $ (33,196,029) |
Loss per share - Basic and diluted | $ (0.06) | $ (0.34) |
Weighted average outstanding shares - basic and diluted | 111,491,261 | 96,370,562 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Preferred Series A Stock [Member] | Preferred Series B Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Non-Controlling Interest [Member] | Total |
Beginning Balance at Dec. 31, 2018 | $ 33,661 | $ 3,566,339 | $ (9,296,408) | $ (370,132) | $ (6,066,540) | ||
Beginning Balance, Shares at Dec. 31, 2018 | 33,661,388 | ||||||
Purchase accounting adjustments | $ 9 | $ 24,717 | 12,657,182 | 12,681,908 | |||
Purchase accounting adjustments, shares | 9,250 | 24,717,270 | |||||
Adjustment for assets and liabilities not included in Merger | 5,258,300 | 5,258,300 | |||||
Issuance of Common Stock in connection with private placement offering | $ 17,700 | 4,402,087 | 4,419,787 | ||||
Issuance of Common Stock in connection with private placement offering, shares | 17,700,000 | ||||||
Issuance of warrants in connection with private placement offering | 2,663,797 | 2,663,797 | |||||
Finance costs on issuance of Series B Convertible Preferred Stock and related warrants | (132,513) | (132,513) | |||||
Issuance of common stock pursuant to conversion of short-term debt | $ 500 | 125,437 | 125,937 | ||||
Issuance of common stock pursuant to conversion of short-term debt, shares | 500,000 | ||||||
Issuance of warrants pursuant to conversion of short-term debt | 74,063 | 74,063 | |||||
Issuance of additional exchange shares | $ 17,264 | (17,264) | |||||
Issuance of additional exchange shares, shares | 17,263,889 | ||||||
Issuance of common stock pursuant to conversion of convertible short-term debt | $ 250 | 99,750 | 100,000 | ||||
Issuance of common stock pursuant to conversion of convertible short-term debt, shares | 250,000 | ||||||
Issuance of common stock pursuant to warrant exchange | $ 403 | 72,160 | 72,563 | ||||
Issuance of common stock pursuant to warrant exchange, shares | 403,125 | ||||||
Conversion of Series B Convertible Preferred Stock | $ (2) | $ 716 | (714) | ||||
Conversion of Series B Convertible Preferred Stock, shares | (2,650) | 715,279 | |||||
Repurchase of Series B Convertible Preferred Stock | $ (1) | (49,999) | (50,000) | ||||
Repurchase of Series B Convertible Preferred Stock, shares | (500) | ||||||
Issuance of common stock to pay accrued dividends on Series B Convertible Preferred Stock | $ 50 | 19,376 | 19,426 | ||||
Issuance of common stock to pay accrued dividends on Series B Convertible Preferred Stock, shares | 50,367 | ||||||
Issuance of common stock to pay accrued interest on convertible short-term debt | $ 2 | 665 | 667 | ||||
Issuance of common stock to pay accrued interest on convertible short-term debt, shares | 1,667 | ||||||
Deemed dividend on adjustment to exercise price on convertible debt and certain warrants | 287,542 | (287,542) | |||||
Deemed dividend on beneficial conversion features | 32,592 | (32,592) | |||||
Issuance of Common Stock per restricted stock award to executive | $ 4,226 | 1,686,028 | 1,690,254 | ||||
Issuance of Common Stock per restricted stock award to executive, shares | 4,225,634 | ||||||
Issuance of warrants pursuant to short-term notes, related party | 56,378 | 56,378 | |||||
Conversion of Short-term convertible notes payable - related party | |||||||
Conversion of Short-term convertible notes to Preferred Stock | |||||||
Issuance of warrants pursuant to conversion of Short-term convertible notes | |||||||
Issuance of Common Stock in exchange for consulting fees incurred | $ 280 | 95,253 | 95,533 | ||||
Issuance of Common Stock in exchange for consulting fees incurred, shares | 280,085 | ||||||
Issuance of warrants pursuant to extension of maturity date on convertible debt | 106,158 | 106,158 | |||||
Deemed dividend on Series D Convertible Preferred Stock | (60,493) | (3,130,146) | (3,190,639) | ||||
Beneficial conversion of Series D Convertible Preferred Stock | 623,045 | 623,045 | |||||
Finance costs on issuance of Series D Convertible Preferred Stock and related warrants | (37,618) | (66,265) | (103,883) | ||||
Issuance of warrants pursuant to private placement of Series D Convertible Preferred Stock | 1,893,006 | 1,893,006 | |||||
Stock based compensation | 94,828 | 94,828 | |||||
Accrued dividends on Series B Convertible Preferred Stock | (84,939) | (84,939) | |||||
Net loss | (29,807,878) | (29,807,878) | |||||
Ending Balance at Dec. 31, 2019 | $ 6 | $ 99,769 | 28,172,146 | (37,362,531) | (370,132) | (9,460,742) | |
Ending Balance, shares at Dec. 31, 2019 | 6,100 | 99,768,704 | |||||
Adjustment of exercise price on certain warrants | (438,913) | (438,913) | |||||
Reclassification of Series B warrants to equity | 73,805 | 73,805 | |||||
Reclassification of Series D warrants to equity | 337,400 | 337,400 | |||||
Conversion of Series B Convertible Preferred Stock to Common Stock | $ (6) | $ 2,120 | 150,983 | 153,097 | |||
Conversion of Series B Convertible Preferred Stock to Common Stock, shares | (6,100) | 2,119,713 | |||||
Conversion of Series D Convertible Preferred Stock to Common Stock | $ 15,773 | 6,422,441 | 6,438,214 | ||||
Conversion of Series D Convertible Preferred Stock to Common Stock, shares | 15,773,363 | ||||||
Conversion of Short-term convertible notes payable - related party | $ 35,860 | 412,541 | 448,401 | ||||
Conversion of Short-term convertible notes payable - related party, shares | 35,860,079 | ||||||
Conversion of April Advance notes - related party | $ 198,194 | 2,579,961 | 2,778,155 | ||||
Conversion of April Advance notes - related party, shares | 198,194,248 | ||||||
Conversion of Short-term convertible notes to Preferred Stock | $ 89,790 | 1,167,271 | 1,257,061 | ||||
Conversion of Short-term convertible notes to Preferred Stock, shares | 89,790,089 | ||||||
Issuance of warrants pursuant to conversion of Short-term convertible notes | 1,004,252 | 1,004,252 | |||||
Issuance of Common Stock in connection with extinguishment of short-term notes, related party | $ 4,368 | 214,046 | 218,414 | ||||
Issuance of Common Stock in connection with extinguishment of short term notes, related parties, shares | 4,368,278 | ||||||
Deemed dividend on Series D Convertible Preferred Stock | (277,719) | (277,719) | |||||
Deemed dividend on Series D Convertible Preferred Stock at issuance | (37,207) | (37,207) | |||||
Reclassification of related party warrants to equity | 107,123 | 107,123 | |||||
Issuance of Common Stock in exchange for consulting fees incurred | $ 109 | 34,891 | 35,000 | ||||
Issuance of Common Stock in exchange for consulting fees incurred, shares | 109,375 | ||||||
Issuance of warrants pursuant to private placement of Series D Convertible Preferred Stock | 31,902 | 31,902 | |||||
Issuance of warrants pursuant to extension of convertible short-term notes, related party | 17,636 | 17,636 | |||||
Issuance of warrants pursuant to extension of maturity date on convertible debt | 6,595 | 6,595 | |||||
Stock based compensation | 643 | 643 | |||||
Accrued dividends on Series B Convertible Preferred Stock | (44,456) | (44,456) | |||||
Issuance of Series A Preferred Stock in Rights Offering, net of issuance costs | $ 218,285 | 2,517,451 | 2,735,736 | ||||
Issuance of Series A Preferred Stock in Rights Offering, net of issuance costs, shares | 218,285,024 | ||||||
Conversion of Series A Preferred Stock to Common Stock | $ (4,020) | $ 4,020 | |||||
Conversion of Series A Preferred Stock to Common Stock, shares | (4,020,031) | 4,020,031 | |||||
Conversion of warrants to Common Stock | $ 1,000 | 26,000 | 27,000 | ||||
Conversion of warrants to Common Stock, shares | 1,000,000 | ||||||
Net loss | (6,459,236) | (6,459,236) | |||||
Ending Balance at Dec. 31, 2020 | $ 538,109 | $ 127,159 | $ 42,515,999 | $ (43,858,974) | $ (370,132) | $ (1,047,839) | |
Ending Balance, shares at Dec. 31, 2020 | 538,109,409 | 127,159,464 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities | ||
Net loss | $ (6,459,236) | $ (29,807,878) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 81,470 | 834,291 |
Loss on impairment | 15,508,401 | |
Loss on asset disposal | 1,342 | |
Amortization of debt discount | 1,395,007 | 152,342 |
Interest and penalties on extension of short-term convertible notes | 85,365 | |
Stock-based compensation | 643 | 1,785,082 |
Loss on write-off of inventory | 131,455 | |
Common stock issued for consulting services | 35,000 | 95,533 |
Income from change in fair value adjustment of derivative liability - warrants | (2,986,854) | (827,260) |
Change in fair value of redemption put liability | (272,704) | (346,696) |
Change in fair value of Derivative Liability - Day one derivative loss | 2,306,121 | |
Issuance of warrants to extend short-term debt, related party | 17,636 | |
Bad debt expense | 6,000 | 90,137 |
Issuance of warrants pursuant to extension of maturity date on convertible debt | 6,595 | 106,158 |
Issuance of Common Stock pursuant to warrant exchange | 27,000 | |
Gain on extinguishment of short-term notes, related party | (1,300,088) | |
Warrant modification expense | 70,851 | |
Changes in operating assets and liabilities, net of purchase transaction : | ||
Accounts receivable | 16,667 | 48,195 |
Other receivables | (3,450) | (13,529) |
Prepaid expenses and other assets | 723,578 | (697,529) |
Interest payable | 36,196 | (10,592) |
Accounts payable | (478,572) | 121,907 |
Accrued liabilities | (48,569) | (263,874) |
Other current liabilities | (20,369) | (2,875) |
Deferred revenue | (412,007) | 720,092 |
Net Cash Used in Operating Activities | (7,257,743) | (12,291,275) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (2,284) | (20,686) |
Purchase of business, net of cash acquired | (302,710) | |
Net assets not included in purchase transaction | (69,629) | |
Net Cash Used in Investing Activities | (2,284) | (393,025) |
Cash Flows from Financing Activities | ||
Proceeds from short-term related party notes | 1,635,000 | |
Payment of dividends | (14,684) | |
Proceeds from Paycheck Protection Plan | 809,082 | |
Payment on debt obligations | (10,937) | (370,636) |
Proceeds from common stock, net of issuance costs | 4,337,106 | |
Proceeds from Secured Convertible Promissory Notes | 3,842,695 | 2,613,965 |
Proceeds from issuance of Series D Convertible Preferred Stock, net of issuance costs | 100,000 | 5,888,017 |
Proceeds from Preferred stock Series A, net of issuance costs | 2,735,736 | |
Payment on Preferred stock Series B Convertible Preferred Stock redemption | (50,000) | |
Net Cash Provided by Financing Activities | 7,476,576 | 14,038,768 |
Net Increase in Cash | 216,549 | 1,354,468 |
Cash - Beginning of period | 1,424,096 | 69,628 |
Cash - End of period | 1,640,645 | 1,424,096 |
Supplementary Cash Flow Information | ||
Cash paid for interest | 33,136 | 197,500 |
Non-cash investing and financing activities | ||
Common stock issued to pay accrued dividends | 19,426 | |
Deemed dividend on adjustment to exercise price on convertible debt and certain warrants | 287,542 | |
Deemed dividend on beneficial conversion feature | 32,592 | |
Deemed dividend on Series D Convertibl Preferred Stock | 314,926 | 3,190,639 |
Conversion of debt obligations to Common Stock | 225,937 | |
Conversion of Series D Convertible Preferred Stock and accrued dividends to Common Stock | 6,438,214 | 623,045 |
Reclassification of related party warrants to equity | 107,123 | |
Reclassification of Series B warrants to equity | 73,805 | |
Reclassification of Series D warrants to equity | 337,400 | |
Conversion of debt obligations to warrants | 74,063 | |
Issuance of warrants pursuant to note payable, related party | 56,378 | |
Conversion of Series B Convertible Preferred Stock and accrued dividends to Common Stock | 153,097 | |
Conversion of Short-term convertible notes payable, related party | 448,401 | |
Conversion of April Advance notes-related parties | 2,778,155 | |
Conversion of Short-term convertible notes to Preferred Stock | 1,257,061 | |
Issuance of warrants pursuant to conversion of short-term convertible notes | 1,004,252 | |
Dividends accrued on Series B Convertible Preferred Stock | 44,456 | 65,512 |
Adjustment of exercise price on certain warrants | 438,913 | |
Issuance of Common Stock in connection with extinguishment of short term notes, related party | 218,414 | |
Issuance of warrants pursuant to private placement of Series D Convertible Preferred Stock | 31,902 | 1,893,006 |
Right-of-use asset additions | 1,165,785 | |
Right-of-use liability | $ 1,187,991 |
Description of the Company
Description of the Company | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of the Company | Note 1 – description of the company H-CYTE, Inc is a hybrid-biopharmaceutical company dedicated to developing and delivering new treatments for patients with chronic respiratory and pulmonary disorders. During the last 18 months, the Company has evolved into two separate verticals under its Healthcare Medical Biosciences Division with its entrance into the biologics development space (“Biologics Vertical”). This new vertical is complementary to the Company’s current Lung Health Institute (LHI) autologous infusion therapy business (“Infusion Vertical”) and is focused on underserved disease states. On July 11, 2019, MedoveX Corp. (“MedoveX”) changed its name to H-CYTE, Inc. (“H-CYTE” or the “Company”) by filing a Certificate of Amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of the State of Nevada. The name change and the Company’s new symbol, HCYT, became effective with FINRA on July 15, 2019. H-CYTE was incorporated in Nevada on July 30, 2013 as SpineZ Corp. On October 18, 2018, H-CYTE (formerly named MedoveX) entered into an Asset Purchase Agreement (“APA”) with Regenerative Medicine Solutions, LLC, RMS Shareholder, LLC (“Shareholder”), Lung Institute LLC (“LI”), RMS Lung Institute Management LLC (“RMS LI Management”) and Cognitive Health Institute Tampa, LLC (“CHIT”), (collectively “RMS”). On January 8, 2019, the APA was amended, and the Company acquired certain assets and assumed certain liabilities of RMS as reported in the 8-K/A filed in March of 2019. Based on the terms of the APA and its amendment (collectively the “APA”), the former RMS members had voting control of the combined company as of the closing of the RMS acquisition. For accounting purposes, the acquisition transaction has been treated as a reverse acquisition whereby the Company is deemed to have been acquired by RMS and the historical financial statements prior to the acquisition date of January 8, 2019 now reflect the historical financial statements of RMS. As of the merger, the consolidated results for H-CYTE include the following wholly-owned subsidiaries: H-CYTE Management, LLC (formerly Blue Zone Health Management, LLC), MedoveX Corp, Cognitive Health Institute, LLC, and Lung Institute Tampa, LLC (formerly Blue Zone Lung Tampa, LLC) and the results included Lung Institute Dallas, PLLC (“LI Dallas”), Lung Institute Nashville, PLLC (“LI Nashville”), Lung Institute Pittsburgh, PLLC (“LI Pittsburgh”), and Lung Institute Scottsdale, LLC (“LI Scottsdale”), as Variable Interest Entities (“VIEs”). H-CYTE Management, LLC is the operator and manager of the various Lung Health Institute (LHI) clinics: LI Dallas, LI Nashville, LI Pittsburgh, and LI Scottsdale. On September 11, 2020, with the closing of the Rights Offering, FWHC, LLC, FWHC, Bridge, LLC, and FWHC Bridge Friends, LLC (collectively known as “FWHC”) gained control of the Company by subsequently owning approximately 61% of the fully diluted shares of the Company (see Notes 8 and 9). Company’s Two Operating Divisions The Company has two divisions: the Healthcare Medical Biosciences Division (“which includes the Infusion Vertical and the Biologics Vertical”) and the DenerveX medical device division (“DenerveX”). The Company has decided to focus its available resources on the Medical Biosciences Division as it represents a significantly greater opportunity than the DenerveX division. The Company is no longer manufacturing or selling the DenerveX device but continues to explore possible opportunities to monetize such technology. Healthcare Medical Biosciences Division (Biosciences Division) Autologous Infusion Therapy (“Infusion Vertical”) The Company’s Biosciences includes the Infusion Business that develops and implements innovative treatment options in autologous cellular therapy (PRP-PBMC) to treat chronic lung disorders. Committed to an individualized patient-centric approach, this division consistently provides oversight and management of the highest quality care to the LHI clinics located in Tampa, Nashville, and Scottsdale, while producing positive medical outcomes following the strictest CDC guidelines. Biotech Development Division (“Biologics Vertical”) On June 21, 2019, H-CYTE entered into an exclusive product supply agreement with Rion, LLC (“Rion”) to develop and distribute (post FDA approval) a biologic for chronic obstructive pulmonary disease (“COPD”), the fourth leading cause of death in the U.S. Rion has established a novel biologics technology to harness the healing power of the body. Rion’s innovative technology, based on science developed at Mayo Clinic, provides an off-the-shelf platform to enhance healing in soft tissue, musculoskeletal, cardiovascular and neurological organ systems. This agreement provides for a 10-year exclusive and extendable supply agreement with Rion to enable H-CYTE to develop proprietary biologics. On October 9, 2019, the Company entered into a services agreement with Rion which provides the Company the benefit of Rion’s resources and expertise for the limited purpose of (i) consulting with and assisting H-CYTE in the further research and development for the generation of a new biologic and (ii) subsequently assisting H-CYTE in seeking and obtaining FDA Phase 1 IND clearance for this biologic as necessary. Rion also agrees to consult with H-CYTE in its arrangement for services from third parties unaffiliated with Rion to support research, development, regulatory approval, and commercialization of the biologic. With these agreements, Rion will serve as the product supplier and contracted preclinical development arm of the biologic. H-CYTE will control the commercial development and the clinical trial investigation. After conducting the clinical efficacy trials of this biologic, H-CYTE intends to pursue submission of a Biologics License Application (“BLA”) for review by the FDA for treatment of COPD. Proprietary Medical Device Business (DenerveX division) In the first quarter of 2020, the Company made the decision to stop any further efforts to source alternative manufacturing and distributor options or other product relationships for the DenerveX product. Although the Company believes the DenerveX technology has value, the Company did not believe it would realize value in the foreseeable future. The Company recorded an impairment charge for intangibles associated with the DenerveX intellectual property and wrote off related inventory balances as of December 31, 2019. The Company is no longer manufacturing or selling the DenerveX device but continues to explore possible opportunities to monetize such technology. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 – Basis Of Presentation And Summary of Significant Accounting Policies Based on the terms of the APA, the former RMS members had voting control of the combined company as of the closing of the Merger. RMS is deemed to be the acquiring company for accounting purposes and the transaction is accounted for as a reverse acquisition under the acquisition method of accounting for business combinations in accordance with U.S. GAAP. The assets acquired and the liabilities assumed of RMS included as part of the purchase transaction are recorded at historical cost. Accordingly, the assets and liabilities of H-CYTE are recorded as of the Merger closing date at their estimated fair values. The consolidated balance sheets, consolidated statements of operations, consolidated statements of stockholders’ deficit, and the consolidated statements of cash flows do not reflect the historical financial information related to H-CYTE prior to the Merger as they only reflect the historical financial information related to RMS. For the consolidated statements of stockholders’ deficit, the common stock, preferred stock, and additional paid in capital reflect the accounting for the stock received by the RMS members as of the Merger as if it was received at the beginning of the periods presented. Principles of Consolidation U.S. GAAP requires that a related entity be consolidated with a company when certain conditions exist. An entity is considered to be a VIE when it has equity investors who lack the characteristics of having a controlling financial interest, or its capital is insufficient to permit it to finance its activities without additional subordinated financial support. Consolidation of a VIE by the Parent would be required if it is determined that the Parent will absorb a majority of the VIE’s expected losses or residual returns if they occur, retain the power to direct or control the VIE’s activities, or both. The accompanying audited consolidated financial statements include the accounts of the Parent, its wholly owned subsidiaries, and its VIEs. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates In preparing the financial statements, U.S. GAAP requires disclosure regarding estimates and assumptions used by management that affect the amounts reported in financial statements and accompanying notes. Significant estimates were made around the valuation of embedded derivatives, which impacts gains or losses on such derivatives, the carrying value of debt, interest expense, and deemed dividends. Actual results could differ from those estimates. Cash The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company’s cash balances at December 31, 2020 and 2019 consists of funds deposited in checking accounts with commercial banks. Accounts Receivable Accounts receivable represent amounts due from customers for which revenue has been recognized. Generally, the Company does not require collateral or any other security to support its receivables. Trade accounts receivable are stated net of an estimate made for doubtful accounts, if any. Management evaluates the adequacy of the allowance for doubtful accounts regularly to determine if any account balances will potentially be uncollectible. Customer account balances are considered past due or delinquent based on the contractual agreement with each customer. Accounts are written off when, in management’s judgment, they are considered uncollectible. At December 31, 2020 and 2019, management believes no allowance is necessary. For the year ended December 31, 2020 and 2019, the Company recorded bad debt expense of approximately $6,000 and $90,000, respectively. Impairment of Long-Lived Assets The Company reviews the values assigned to long-lived assets, including property and equipment and certain intangible assets, to determine whether events and circumstances have occurred which indicate that the remaining estimated useful lives may warrant revision or that the remaining balances may not be recoverable. The evaluation of asset impairment requires management to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment, and actual results may differ from estimated amounts. In such reviews, undiscounted cash flows associated with these assets are compared with their carrying value to determine if a write-down to fair value is required (see Note 7). Goodwill Goodwill represents the excess of purchase price over fair value of net identified tangible and intangible assets and liabilities acquired. The Company does not amortize goodwill; it tests goodwill for impairment on at least an annual basis. An impairment loss, if any, is measured as the excess of the carrying value of the reporting unit over the fair value of the reporting unit (see Note 7). Leases In February 2016, the Financial Accounting Standard Board (“FASB”) established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02 (as amended), which requires lessees to recognize leases on the balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than twelve months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company has not entered into significant lease agreements in which it is the lessor. For the lease agreements in which the Company is the lessee, under Topic 842, lessees are required to recognize a lease liability and right-of-use asset for all leases (except for short-term leases) at the lease commencement date. Effective January 1, 2019, the Company adopted this guidance, applied the modified retrospective transition method and elected the transition option to use the effective date as the date of initial application. The Company recognized the cumulative effect of the transition adjustment on the consolidated balance sheet as of the effective date and did not provide any new lease disclosures for periods before the effective date. With respect to the practical expedients, the Company elected the package of transitional-related practical expedients and the practical expedient not to separate lease and non-lease components. Other Receivables Other receivables totaling approximately $22,000 and $19,000 at December 31, 2020 and 2019, respectively include receivables from the non-acquired Lung Institute, LLC due to Lung Institute Tampa, LLC for approximately $3,000 and $10,000. Other receivables totaling approximately $19,000 and $9,000 include reimbursement receivables for expenses from RMS at December 31, 2020 and 2019, respectively. Revenue Recognition The Company recognizes revenue in accordance with U.S. GAAP as outlined in the FASB ASC 606, Revenue From Contracts with Customers The Company uses a standard pricing model for the types of cellular therapy treatments that is offered to its patients. The transaction price accounts for medical, surgical, facility, and office services rendered by the Company for consented procedures and is recorded as revenue. The Company recognizes revenue when the terms of a contract with a patient are satisfied. The Company offers two types of cellular therapy treatments to their patients. 1) The first type of treatment includes medical services rendered typically over a two-day period in which the patient receives cellular therapy. For this treatment type, revenue is recognized in full at time of service. 2) The Company also offers a four-day treatment in which medical services are rendered typically over a two-day period and then again, approximately three months later, medical services are rendered for an additional two days of treatment. Payment is collected in full for both service periods at the time the first treatment is rendered. Revenue is recognized when services are performed based on the estimated standalone selling price of each service. The Company has deferred recognition of revenue amounting to approximately $634,000 and $1,046,000 at December 31, 2020 and 2019, respectively. The Company’s policy is to not offer refunds to patients. However, in limited instances the Company may make exceptions to this policy for extenuating circumstances. These instances are evaluated on a case-by-case basis and may result in a patient refund. Management performed an analysis of its customer refund history for refunds issued related to prior year’s revenue. Management used the results of this historical refund analysis to record a reserve for anticipated future refunds related to recognized revenue. At December 31, 2020 and 2019, the estimated allowance for refunds was approximately $77,000 and $63,000, respectively and is recorded in a contra revenue account. Research and development costs Research and development expenses are recorded in operating expenses in the period in which they are incurred. Advertising Advertising costs are recorded in operating expenses in the period in which they are incurred. Stock-Based Compensation The Company maintains a stock option incentive plan and accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation Income Taxes The Company utilizes the liability method of accounting for income taxes as set forth in FASB ASC Topic 740, “Income Taxes”. Under the liability method, deferred taxes are determined based on temporary differences between the financial statement and tax bases of assets and liabilities using tax rates expected to be in effect during the years in which the difference turns around. The Company accounts for interest and penalties on income taxes as income tax expense. A valuation allowance is recorded when it is more likely than not that a tax benefit will not be realized. In determining the need for valuation allowances the Company considers projected future taxable income and the availability of tax planning strategies. From inception to December 31, 2020, the Company has incurred net losses and, therefore, has no current income tax liability. The net deferred tax asset generated by these losses is fully offset by a valuation allowance as of December 31, 2020 and 2019 since it is currently likely that the benefit will not be realized in future periods. There are no uncertain tax positions at December 31, 2020 and 2019. The Company has not undergone any tax examinations since inception. Net Loss Per Share Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares plus potentially dilutive common shares outstanding using the treasury stock method. Any potentially dilutive securities are antidilutive due to the Company’s net losses. Fair Value Measurements The Company measures certain non-financial assets, liabilities, and equity issuances at fair value on a non-recurring basis. These non-recurring valuations include evaluating assets such as long-lived assets and non-amortizing intangible assets for impairment; allocating value to assets in an acquired asset group; and applying accounting for business combinations. The Company classifies its stock warrants as either liability or equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” (ASC 480) and ASC 815, “Derivatives and Hedging” (ASC 815), depending on the specific terms of the warrant agreement. The Company uses the fair value measurement framework to value these assets and report the fair values in the periods in which they are recorded, adjusted above, or written down. The fair value measurement framework includes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair values in their broad levels. These levels from highest to lowest priority are as follows: ● Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; ● Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data; and ● Level 3: Unobservable inputs or valuation techniques that are used when little or no market data is available. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. The Company evaluates its financial liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. Although the Company believes that the recorded fair value of our financial instruments is appropriate at December 31, 2020, these fair values may not be indicative of net realizable value or reflective of future fair values. |
Liquidity, Going Concern and Ma
Liquidity, Going Concern and Management's Plans | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity, Going Concern and Management's Plans | Note 3 - Liquidity, Going Concern and Management’s Plans The Company incurred net losses of approximately $6,459,000 for the year ending December 31, 2020. The Company used approximately $7,258,000 in net cash from operating activities for the year ending December 31, 2020 and has historically incurred losses from operations and expects to continue to generate negative cash flows as the Company implements its business plan. The consolidated financial statements are prepared using generally accepted accounting principles in the United States (“U.S. GAAP”) as applicable to a going concern. COVID-19 has adversely affected the Company’s financial condition and results of operations. The impact of the outbreak of COVID-19 on the economy in the U.S. and the rest of the world is expected to continue to be significant. The extent to which the COVID-19 outbreak will continue to impact the economy is highly uncertain and cannot be predicted. Accordingly, the Company cannot predict the extent to which its financial condition and results of operations will be affected. The Company has updated its business model to decrease corporate overhead and marketing expense to significantly reduce expenses. The Company believes that as COVID-19 begins to dissipate due to vaccinations being administered nationwide, patients will again feel comfortable traveling to one of the LHI clinics for treatment. The Company’s Biologics Vertical has commenced preclinical work in support of filing an Investigational New Drug Application (“IND”) with the U.S. Food and Drug Administration (“FDA”). The Company is anticipating an initial submission during the second half of 2021. The Company had cash on hand of approximately $1,641,000 as of December 31, 2020 and approximately $436,000, as of March 24, 2021. The Company’s cash is insufficient to fund its operations over the next year and the Company is currently working to obtain additional debt or equity financing to help support short-term working capital needs. There can be no assurance that the Company will be able to raise additional funds or that the terms and conditions of any future financings will be workable or acceptable to the Company or its shareholders. If the Company is unable to fund its operations from existing cash on hand, operating cash flows, additional borrowings, or raising equity capital, the Company may be forced to discontinue operations. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Business Acquisition
Business Acquisition | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Acquisition | Note 4– Business Acquisition On January 8, 2019, MedoveX completed its business combination with RMS under which MedoveX purchased certain assets and assumed certain liabilities of RMS, otherwise referred to as the Merger. Pursuant to the terms of the APA, MedoveX issued to the shareholders of RMS 33,661 shares plus 6,111 additional Exchange Shares (based on closing the sale of $2 million of new securities) for a total of 39,772 shares of Series C Preferred Stock where each share of Series C Preferred stock automatically converted into 1,000 shares of common stock and represent approximately 55% of the outstanding voting shares of the Company. Under the terms of the APA, the Company issued additional “Exchange Shares” to the shareholders of RMS to maintain the 55% ownership and not be diluted by the sale of convertible securities (“New Shares Sold”) until MedoveX raised an additional $5.65 million via the issuance of new securities. On the date of closing the Company issued 6,111 additional Exchange Shares to RMS Shareholders as a result of the issuance of additional securities, which are included in the 39,772 shares above. Subsequent to the closing of the purchase transaction, an incremental 11,153 additional Exchange Shares were issued, for a total of 17,264 additional Exchange Shares. All additional Exchange Shares have been issued to the shareholders of RMS and these Series C Preferred shares converted to 17,263,889 shares of common stock; no additional equity will be issued to RMS. Because RMS shareholders owned approximately 55% of the voting stock of MedoveX after the transaction, RMS was deemed to be the acquiring company for accounting purposes (the “Acquirer”) and the transaction is accounted for as a reverse acquisition under the acquisition method of accounting for business combinations in accordance with U.S. GAAP. The assets acquired and the liabilities assumed of RMS included as part of the purchase transaction are recorded at historical cost. Accordingly, the assets and liabilities of MedoveX (the “Acquiree”) are recorded as of the Merger closing date at their estimated fair values. Under the terms of the APA, MedoveX purchased certain assets and assumed certain liabilities of RMS. The assets of RMS reported on the MedoveX consolidated balance sheet as of December 31, 2018 that were excluded in the Merger on January 8, 2019 included the following: cash of approximately $70,000 convertible debt to a related party of approximately $4,300,000, interest payable of approximately $158,000, short-term notes, related party of approximately $180,000, accounts payable of approximately $398,000 and other current liabilities of approximately $285,000. Additionally, there were certain on-going litigation matters that were not assumed as part of the January 8, 2019 Merger. Purchase Price Allocation The purchase price for the acquisition of the Acquiree has been allocated to the assets acquired and liabilities assumed based on their estimated fair values. The acquisition-date fair value of the consideration transferred is as follows: Common shares issued and outstanding 24,717,270 Common shares reserved for issuance upon conversion of the outstanding Series B Preferred Stock 2,312,500 Total Common shares 27,029,770 Closing price per share of MedoveX Common stock on January 8, 2019 $ 0.40 10,811,908 Fair value of outstanding warrants and options 2,220,000 Cash consideration to RMS (350,000 ) Total consideration $ 12,681,908 Prior to the transaction, MedoveX had 24.5 million shares of common stock outstanding at a market capitalization of $9.8 million. The estimated fair value of the net assets of MedoveX was $8.4 million as of January 8, 2019. Measuring the fair value of the net assets to be received by RMS was readily determinable based upon the underlying nature of the net assets. The fair value of the MedoveX common stock is above the fair value of its net assets. The MedoveX net asset value is primarily comprised of definite-lived intangibles as of the closing and the RMS interest in the merger is significantly related to obtaining access to the public market. Therefore, the fair value of the MedoveX stock price and market capitalization as of the closing date is considered to be the best indicator of the fair value and, therefore, the estimated purchase price consideration. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition on January 8, 2019: Cash $ (302,710 ) Accounts receivable 145,757 Inventory 131,455 Prepaid expenses 46,153 Property and equipment 30,393 Other 2,751 Intangibles 3,680,000 Goodwill 12,564,401 Total assets acquired $ 16,298,200 Accounts payable and other accrued liabilities 1,645,399 Derivative liability 1,215,677 Interest-bearing liabilities and other 755,216 Net assets acquired $ 12,681,908 Intangible assets are recorded as definite-lived assets and amortized over the estimated period of economic benefit. Intangible assets represent the fair value of patents and related proprietary technology for the DenerveX System. During the fourth quarter of 2019 the Company recorded an impairment charge of $2,944,000 related to the carrying value of its intangible assets (see Note 7). Goodwill is calculated as the difference between the acquisition-date fair value of the consideration transferred and the fair values of the assets acquired and liabilities assumed. Goodwill is not expected to be deductible for income tax purposes. Goodwill is recorded as an indefinite-lived asset and is not amortized but tested for impairment on an annual basis or when indications of impairment exist. During the fourth quarter of 2019 the Company recorded an impairment charge of approximately $12,564,000 related to the carrying value of goodwill (see Note 7). The derivative liability relates to the liability associated with warrants issued with the securities purchase agreements executed in May 2018, which liability was assumed in the Merger (see Note 12). Total interest-bearing liabilities and other liabilities assumed are as follows: Notes payable $ 99,017 Short-term convertible notes payable 598,119 Dividend payable 57,813 Deferred rent 267 Total interest-bearing and other liabilities $ 755,216 Notes payable relate to promissory notes assumed by Acquiree in a 2015 acquisition, which was later divested in 2016, with the assumed promissory notes being retained by Acquiree. The Company finalized an eighteen-month extension on the notes extending the maturity date to March 1, 2021. Payments on both notes are due in aggregate monthly installments of approximately $5,800 and carry an interest rate of 5%. The promissory notes had outstanding balances of approximately $99,000 plus accrued interest of approximately $3,000 at January 8, 2019 (see Note 11) and promissory notes had outstanding balances of approximately $67,000 and $78,000 at December 31, 2020 and 2019. The Company has not made payments on this note since February 10, 2020, due to COVID-19, resulting in accrued interest of approximately $1,900. In the third quarter of 2018, convertible notes were issued pursuant to a securities purchase agreement with select accredited investors, whereby the Acquiree offered up to 1,000,000 units (the “Units”) at a purchase price of $50,000 per Unit. Each Unit consisted of (i) a 12% senior secured convertible note, initially convertible into shares of the Company’s common stock, par value $0.001 per share, at a conversion price equal to the lesser of $0.40 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of equity and/or debt securities completed by the Company following this offering of Units, and (ii) a three-year warrant to purchase such number of shares of the Company’s common stock equal to one hundred percent (100%) of the number of shares of common stock issuable upon conversion of the notes at $0.40. The warrants are exercisable at a price equal to the lesser of $0.75 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of the debt and/or equity securities completed by the Company following the issuance of warrants. As a result of the price adjustment feature, the conversion price of the convertible notes was adjusted to $0.36 per share. In the offering, the Acquiree sold an aggregate of 15 Units and issued to investors an aggregate of $750,000 in principal amount of convertible notes and 1,875,000 warrants to purchase common stock, resulting in total gross proceeds of $750,000 to the Company. If converted at $0.40 the convertible notes sold in the offering are convertible into an aggregate of 1,875,000 shares of common stock. The Acquiree recorded the proceeds from the notes and the accompanying warrants, which accrete over the period the notes are outstanding, on a relative fair value basis of approximately $505,000 and $245,000, respectively. At acquisition date, the value of the notes was approximately $598,000. Due to the notes maturing in 2019, the warrants have fully accreted as of December 31, 2019. The convertible notes had maturity dates between August and September 2019 and were renegotiated or repaid during the third and fourth quarters of 2019 (see Note 11). The following schedule represents the amount of revenue and net loss attributable to the MedoveX acquisition which have been included in the consolidated statements of operations for the periods subsequent to the acquisition date: For the Year Ended December 31, 2019 Revenues $ 67,631 Net loss attributable to MedoveX $ (4,754,680 ) |
Right-of-use Asset and Lease Li
Right-of-use Asset and Lease Liability | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Right-of-use Asset and Lease Liability | Note 5 – Right-of-use Asset And Lease Liability Upon adoption of ASU No. 2016-02 (as amended), additional current liabilities of approximately $475,000 and long-term liabilities of approximately $713,000 with corresponding ROU assets of approximately $1,167,000 were recognized, based on the present value of the remaining minimum rental payments under the new leasing standard for existing operating leases. The consolidated balance sheet at December 31, 2020 reflects current lease liabilities of approximately $139,000 and long-term liabilities of $157,000, with corresponding ROU assets of $279,000. The components of lease expense, included in other general and administrative expense, for the years ended December 31, 2020 and 2019, respectively, are as follows: December 31, 2020 December 31, 2019 Operating lease expense $ 548,622 $ 579,770 Cash paid for amounts included in the measurement of lease liabilities for the years ended December 31, 2020 and 2019, respectively, are as follows: December 31, 2020 December 31, 2019 Operating cash flows from operating leases $ 548,622 $ 579,770 Supplemental balance sheet and other information related to operating leases are as follows: December 31, 2020 December 31, 2019 Operating leases: Operating leases right-of-use assets $ 278,552 $ 738,453 Lease liability, current 139,189 453,734 Lease liability, net of current portion 157,050 302,175 Total operating lease liabilities $ 296,239 755,909 Weighted average remaining lease term 2.32 years 2.2 years Weighted average discount rate 10.31 % 7.75 % Maturities of operating lease liabilities as of December 31, 2020 are as follows: December 31, 2020 Due in one year or less $ 154,559 Due after one year through two years 102,891 Due after two years through three years 69,333 Total lease payments 326,783 Less interest (30,544 ) Total $ 296,239 Operating lease expense and cash flows from operating leases and short-term leases for years ended December 31, 2020 and 2019 totaled approximately $570,000 and $580,000, respectively, and are included in the “Other general and administrative” section of the consolidated statement of operations. Additionally, the Company entered into a short-term lease for its Nashville location beginning November 1, 2020 totaling $73,750 a with maturity date of October 31, 2021, and will be entering into a short-term lease for its Tampa location beginning April 1, 2021 totaling $71,775 with a maturity date of March 31, 2022. The Company leases corporate office space in Tampa, FL and Atlanta, GA. The Company also leases medical clinic space in Tampa, FL, Nashville, TN, Scottsdale, AZ, Pittsburgh, PA, and Dallas, TX. The leasing arrangements contain various renewal options that are adjusted for increases in the consumer price index or agreed upon rates. Each location has its own expiration date ranging from April 30, 2020 to August 31, 2023. The Company did not renew the leases in Dallas, TX, Pittsburgh, PA, and Atlanta, GA as those leases all expired in 2020. The Company does not intend on renewing its corporate office space lease in Tampa, FL which expires on March 31, 2021 but will renew the Tampa, FL lease for the LHI clinic. The Company has decided that its corporate staff will continue working remotely but the Company will have a small corporate meeting room in the Tampa LHI clinic. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6 - Property and Equipment Property and equipment, net, consists of the following: Useful Life December 31, 2020 December 31, 2019 Furniture and fixtures 5-7 years $ 231,222 $ 231,222 Computers and software 3-7 years 246,323 244,039 Leasehold improvements 15 years 155,583 157,107 633,128 632,368 Less accumulated depreciation (493,953 ) (412,665 ) Total $ 139,175 $ 219,703 Depreciation expense was approximately $81,000 and $98,000, respectively, for the years ended December 31, 2020 and 2019. The Company uses the straight-line depreciation method to calculate depreciation expense. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 7 - Intangible Assets and Goodwill The Company’s intangible assets are patents and related proprietary technology for the DenerveX System. For the year ended December 31, 2019, total amortization expense related to acquisition-related intangible assets was $736,000 and included in operating expense in the accompanying consolidated statement of operations. The Company decided to suspend the manufacturing and sale of the DenerveX product as it has been unsuccessful in its attempts to source cost effective alternative manufacturing and distributor options for the product. The Company has no future plans to commit any additional resources related to the future development or sales efforts for the product, as it has determined that the cost to relaunch the product back to market to be significant and indeterminable due to issues with the manufacturing and sterilization of the product. The DenerveX System no longer represents part of the Company’s core strategic plans for the future. The Company believes that it is more likely than not, that the carrying value will not be recoverable. As a result, during the fourth quarter of 2019 the Company recorded a charge of $2,944,000 to impair the carrying value of the technology related intangible. This charge was recorded within the caption, “Loss on impairment” in the accompanying consolidated statements of operations. The Company’s goodwill balance was determined to be impaired as of the balance sheet date due to the adverse financial results for 2019, the negative projected cash results for 2020 and a significant decline in its market capitalization. The Company concluded that the fair value of the reporting unit was less than the carrying amount in excess of goodwill. As a result, during the fourth quarter of 2019 the Company recorded a $12,564,000 impairment charge, which is presented within the caption, “Loss on impairment” in the accompanying consolidated statements of operations. The Company is no longer manufacturing or selling the DenerveX device but continues to explore possible opportunities to monetize such technology. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8 – Related Party Transactions Consulting Expense The Company entered into an oral consulting arrangement with St. Louis Family Office, LLC, controlled by Jimmy St. Louis, former CEO of RMS, in January 2019 in the amount of $10,000 per month plus benefits reimbursement for advisory services. The Company terminated this agreement effective June 30, 2019. For the year ended December 31, 2020 and December 31, 2019, the Company expensed approximately $0 and $68,000 respectively in consulting fees to St. Louis Family Office. The Company entered into a consulting agreement with Strategos Public Affairs, LLC (Strategos) on February 15, 2019 for a period of twelve months, unless otherwise terminated by giving thirty days prior written notice. A close family member of the Company’s prior CEO is a partner in Strategos. The monthly fee started at $4,500 and increased to approximately $7,500 per month. Strategos provided information to key policymakers in the legislature and executive branches of government on the benefits of the cellular therapies offered by LHI, advocated for legislation that supports policies beneficial to patient access and opposed any legislation that negatively impacts the Company’s ability to expand treatment opportunities, and position the Company and its related entities as the expert for information and testimony. The Company terminated this agreement in March 2020. For years ended December 31, 2020 and December 31, 2019 the Company expensed approximately $15,000 and $71,000, respectively. Officers and Board Members and Related Expenses On July 29, 2019, the Board appointed Dr. Andre Terzic to the Board. Dr. Andre Terzic served as a director at the Center for Regenerative Medicine of Mayo Clinic in Rochester, Minnesota for the last five years. Dr. Andre Terzic is the Chair of the Pharmaceutical Science and Clinical Pharmacology Advisory Committee of Food and Drug Administration, the President of the American Society for Clinical Pharmacology & Therapeutics, and one of the co-founders of Rion. Rion is a Minnesota Bio-tech Company focused on cutting-edge regenerative technologies. Dr. Terzic received his M.D. at University of Belgrade in Paris, France in 1985 and his Ph.D. from the Department of Pharmacology of University of Illinois in 1991. On July 30, 2019, the Board appointed Dr. Atta Behfar as a member of the Board. Dr. Atta Behfar has worked as a cardiologist at the Department of Cardiovascular Medicine of Mayo Clinic for the last five years. Dr. Atta Behfar is a Director of the Van Cleve Cardiac Regenerative Medicine program at Mayo Clinic and one of the founders of Rion. Dr. Behfar received a Bachelor of Science degree in Biochemistry from Marquette University in 1998 and a M.D. and Ph.D. from Mayo Clinic College of Medicine, Mayo Graduate School in 2006. On November 18, 2019, Dr. Andre Terzic and Dr. Atta Behfar resigned from the Company’s Board of Directors to avoid any potential conflicts that could arise from the Company’s Service Agreement with Rion, pursuant to which Rion will supply exosomes to and support FDA-regulated clinical research for the Company. Drs. Terzic and Behfar are co-founders of Rion. In connection with the April Offering, the Company’s former CEO, William Horne, entered into an amendment letter to his employment agreement which provides that his salary will be reduced to $0 per month. This agreement was amended on July 29, 2020 to provide that Mr. Horne will receive a monthly base salary of $12,500 effective on June 1, 2020 and that his base salary will increase to $20,833 per month upon the first day of the month when the Company completes a Qualified Financing. Mr. Horne agreed to continue to defer the $108,000 in base salary deferred by him in 2018 (the “Deferred Salary”) until such time as there is a positive cash flow to meet the Company’s financial obligations and then the Company and Mr. Horne will work together in good faith to negotiate a payment plan for such Deferred Salary. On September 29, 2020, Mr. William Horne resigned as the Company’s CEO and President but will remain on the Board of Directors. Effective February 1, 2019, the Company entered into an oral consulting agreement with Mr. Raymond Monteleone, Board Member and Chairman of the Audit Committee, in which Mr. Monteleone received $10,000 per month for advisory services and $5,000 per quarter as Audit Committee Chair in addition to regular quarterly board meeting fees. Effective March 25, 2020, the Company reduced the advisory services to $5,000 per month and the fees per quarter as the Audit Committee Chair and the Compensation Committee Chair to $2,500. For the year ended December 31, 2020 and December 31, 2019, the Company expensed approximately $93,000 and $125,000 in compensation and Board of Director fees to Mr. Monteleone, respectively. For the year ended December 31, 2020 and December 31, 2019, the Company expensed $12,500 and $5,000 for Board of Director fees to Michael Yurkowsky, respectively. Mr. Yurkowsky entered into an oral agreement with the Company on October 1, 2020 in which Mr. Yurkowsky will receive $4,167 per month to serve on the Board of Directors. Debt and Other Obligations The short-term related party notes as of December 31, 2019 of $1,635,000 is comprised of four loans made to the Company during 2019, by Horne Management, LLC, controlled by former CEO, William E. Horne. These were advanced for working capital purposes and had the terms as indicated below. A loan for $900,000 was made on July 25, 2019. This loan accrues interest at 5.5% and is due and payable upon demand of the creditor. A loan for $350,000 was made on September 26, 2019 with the following terms: ● 12% interest rate with a maturity date of March 26, 2020. ● The Company was unable to pay back the principal and interest by November 26, 2019; therefore, it issued to Lender a three-year warrant to purchase 400,000 shares of the Company’s common stock with a purchase price of $0.75 per share in accordance with the terms of the note. ● The Company was unable to pay back the loan on March 26, 2020, therefore, the interest rate increased to 15%. A loan for $150,000 was made on October 28, 2019 with the following terms: ● 12% interest rate with a maturity date of April 28, 2020. ● The Company was unable to pay back the principal and interest by December 28, 2019; therefore, it issued to Lender a three-year warrant to purchase 171,429 shares of the Company’s common stock with a purchase price of $0.75 per share in accordance with the terms of the note. ● If the Company is unable to pay the loan as of April 28, 2020, the interest rate increases to 15%. A loan for $235,000 was made on November 13, 2019 with the following terms: ● 12% interest rate with a maturity date of May 13, 2020. ● The Company was unable to pay back the principal and interest by January 13, 2020; therefore in January 2020 it issued to Lender a three-year warrant to purchase 268,571 shares of the Company’s common stock with a purchase price of $0.75 per share in accordance with the terms of the note. ● If the Company is unable to pay the loan as of May 13, 2020, the interest rate increases to 15%. In connection with the April Offering, Mr. Horne’s notes were extinguished for 4,368,278 common shares and 4,368,278 warrants resulting in a gain on extinguishment of approximately $1,300,000. Change in Control On September 11, 2020, with the closing of the Rights Offering, FWHC, LLC, FWHC, Bridge, LLC, and FWHC Bridge Friends, LLC (collectively known as “FWHC”) gained control of the Company by subsequently owning approximately 61% of the fully diluted shares of the Company. On July 28, 2020, the Company issued an aggregate of 15,518,111 shares of its common stock to FWHC upon the conversion of its issued Series D Convertible Preferred Stock. The Preferred Stock was converted pursuant to a mandatory conversion triggered by the majority holder of the Series D Convertible Preferred Stock as set forth in the Certificate of Designations for the Series D Convertible Preferred Stock. On September 11, 2020, with the closing of the Rights Offering, FWHC was issued 123,031,819 shares of Preferred A for conversion of the outstanding promissory notes from April 2020, 75,162,429 shares of Preferred A Stock for conversion of the April Secured Note, 35,860,079 shares of Preferred A Stock for conversion of the Hawes Notes, and 117,362,143 shares of Preferred A Stock issued at upon the closing Rights Offering. FWHC was also issued 273,356,676 10-year warrants at $0.014 upon the closing of the Rights Offering. |
Equity Transactions
Equity Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Equity Transactions | Note 9 - Equity Transactions For the consolidated statement of stockholders’ deficit as of January 1, 2019, the common stock, preferred stock and additional paid in capital reflect the accounting for the stock received by the RMS members as of the Merger as if it was received as of that date and the historical accumulated deficit of RMS. As of the closing of the Merger, before the contingent additional exchange shares impact from the sale of new securities, the stock received by RMS was 33,661 shares of Series C Preferred Stock, which was later converted into approximately 33,661,000 shares of common stock, with common stock par value of approximately $33,700 and additional paid-in capital of approximately $3,566,000. The historical accumulated deficit and non-controlling interest of RMS as of the closing was approximately $9,296,000 and $370,000, respectively. Rights Offering The Company established July 28, 2020 as the Record Date for purposes of establishing a date for the Company’s Rights Offering whereby each holder of the Company’s Common stock on the Record Date will be entitled to three subscription rights, each to purchase one share of Series A Preferred Stock. As mentioned below, the Company entered into a standby purchase agreement with certain creditors who had previously purchased secured convertible notes and warrants, pursuant to which such creditors agreed (a) not to exercise any subscription rights they may receive as stockholders of the Company in the registered rights offering (described below) and (b) instead to purchase any Series A Preferred Stock corresponding to the unexercised rights in the rights offering up to an aggregate amount of approximately $2.8 million at the same subscription price. The amounts due under the standby purchase agreements became calculable and payable upon the expiration of the rights offering as set forth below. On September 11, 2020, the registered rights offering (Registration No. 333-239629) of the Company expired. Pursuant to the Rights Offering, on September 24, 2020, the Company issued (i) 15,235,381 shares of its Series A Preferred Stock at a price of $0.014 per share to holders of its common stock who validly exercised their subscription rights prior to the expiration time and (ii) 203,049,643 shares of its Series A Preferred Stock to the standby purchasers as part of the standby commitment. A total of 218,285,024 shares of Series A Preferred Stock were issued during the Rights Offering. The Rights Offering, including the standby component, resulted in gross proceeds to the Company of $3,055,985 excluding issuance costs of approximately $320,000. While the Rights Offering expired on September 11, 2020, it was not consummated until September 24, 2020 while logistical closing conditions including the calculation and clearance of funds were being processed. Common Stock Issuance On January 8, 2019, the Company entered into a securities purchase agreement (the “SPA”) with four purchasers (the “Purchasers”) pursuant to which the four Purchasers invested in the Company an aggregate amount of $2,000,000, with $1,800,000 in cash and $200,000 by cancellation of debt as explained below, in exchange for forty units (the “Units”), each consisting of a convertible note (the “Convertible Note”) with the principal amount of $50,000 and a warrant (the “Warrant”) to purchase common stock (the “common stock”) of the Company at a purchase price of $0.75 per share. For further discussion of the SPA, refer to Note 9 - “Equity Transactions” to the consolidated financial statements in the Company’s 2019 Annual Report on Form 10-K is incorporated by reference herein. The Company entered into other SPA’s with additional purchasers, which brought the aggregate amount of capital raised in all these offerings to $7,000,000, as of April 5, 2019, excluding the shares issued for conversion of short-term debt, discussed below. As a result of the sales of new securities of at least $5,650,000, the Company issued an additional 17,264 Series C Preferred Stock to RMS members in accordance with the provisions of the APA in the first quarter of 2019. These shares automatically converted to 17,263,889 shares of common stock. All the Convertible Notes from the SPA, as well as the shares of Series C Preferred Stock issued to RMS members, were automatically converted into shares of common stock at closing on January 8, 2019. In February 2019, 250,000 shares of common stock were issued pursuant to conversion of short-term debt and accrued interest. In March 2019, the Company issued an aggregate of 130,085 shares of common stock at $0.40 per share for consulting fees in an amount equivalent to $52,033. In August 2019, the Company issued 150,000 shares of common stock to consultants in consideration of consulting services rendered to the Company. At the time of issuance, the fair market value of the shares was $0.29, and, as a result, $43,500 was expensed for the year ending December 31, 2019. On April 25, 2019, the Company issued 4,225,634 shares of common stock valued at $0.40 per share to Mr. William E. Horne, the Company’s former CEO, in a restricted stock award which was 100% vested when issued. The Company recognized approximately $1,690,000 of compensation expense during the year ended December 31, 2019 related to the restricted stock award. This restricted stock award was issued pursuant to his employment agreement with the Company, which stated that this restricted stock award (as well as the incentive stock options issued in the quarter ended March 31, 2019) would be fully vested if not issued within fifteen days of the Merger. Neither award was issued within that time frame and both awards became fully vested when issued. The aggregate number of shares of common stock from these two awards is 4,475,634 and was calculated based on 7% of the Company’s issued and outstanding common stock as of the closing of the Merger. During the year ended December 31, 2019, 715,279 shares were issued pursuant to conversions of 2,650 shares of Series B Convertible Preferred Stock and 50,367 shares for accrued dividends thereunder. In conjunction with the Series D Preferred financing (See Note 14), the Company offered the Series B warrant holders the option to exchange their warrants on the basis of 1 warrant for 0.40 common shares. Warrant holders chose to exchange 1,007,813 warrants with a fair value of approximately $75,000 for 403,125 shares of common stock in 2019. The Series B Warrants were adjusted to fair value on the date of the exchange with the change in fair value being recorded in earnings. The fair value of the common stock issued was $73,000 which approximated the fair value of the Series B Warrants exchanged. In February 2020, the Company issued LilyCon Investments $35,000 in shares of the Company’s common stock at a weighted average share price of $0.32 per share for a total of 109,375 shares per the terms of the consulting agreement executed in February 2019. On April 23, 2020, Horne Management, LLC agreed to convert its notes plus accrued interest into (i) 4,368,278 shares of common stock of the Company and (ii) a ten-year warrant to purchase up to an equivalent number of shares of the Company’s common stock with such conversion to be effective as of April 17, 2020. This warrant will have an exercise price equal to the price per share at which securities were offered to investors for purchase at the Rights Offering, which was $0.014, and is exercisable beginning on the day immediately following the closing of the Rights Offering. On July 28, 2020, the Company issued an aggregate of 17,893,076 shares of its common stock upon the conversion of all of its issued and outstanding Series B and Series D Convertible Preferred Stock. The Series B and D Convertible Preferred Stock was converted pursuant to a mandatory conversion triggered by the majority holder of the Series D Convertible Preferred Stock as set forth in the Certificate of Designations for the Series D Convertible Preferred Stock. On July 29, 2020, the Company filed its Second Amended and Restated Certificate of Incorporation (the “Amended COI”). The Amended COI provides for the issuance of up 1,600,000,000 shares of Common Stock and 1,000,000,000 shares of Preferred Stock, of which 800,000,000 shares are designated as Series A Preferred Stock and eliminates the previously authorized classes of preferred stock. The Amended COI also delineates the rights of the Series A Preferred Stock. On September 11, 2020, 1,000,000 warrants were converted to common stock upon the closing of the Rights Offering for a certain warrant holder. For the year ended December 31, 2020, 4,020,031 Series A Preferred Stock were converted to common stock at the request of certain Rights Offering participants. Series A Preferred Stock On September 11, 2020, the registered Rights Offering (Registration No. 333-239629) of the Company expired. Pursuant to the Rights Offering, on September 24, 2020, the Company issued (i) 15,235,381 shares of its Series A preferred stock at a price of $0.014 per share to holders of its common stock who validly exercised their subscription rights prior to the expiration time and (ii) 203,049,643 shares of its Series A preferred stock to the standby purchasers as part of the standby commitment. The rights offering, including the standby component, resulted in gross proceeds to the Company of $3,055,985. While the rights offering expired on September 11, 2020, it was not consummated until September 24, 2020 while logistical closing conditions including the calculation and clearance of funds were being processed. Additionally, on September 24, 2020, the Company issued an aggregate of 323,844,416 shares of its Series A Preferred Stock to the holders of outstanding promissory notes, issued in April 2020, in the aggregate principal amount and accrued interest of $4,483,617. Included in this issuance, FWHC was issued 123,031,819 shares of Preferred A for conversion of the outstanding promissory notes from April 2020, 75,162,429 shares of Preferred A Stock for conversion of the April Secured Note and 35,860,079 shares of Preferred A Stock for conversion of the Hawes Notes (see Note 11). The notes were converted pursuant to a mandatory conversion triggered by the completion of the rights offering. Such shares were issued under an exemption from registration in reliance on Section 3(a)(9) of the Securities Act. The original notes were issued in reliance on Section 4(a)(2) of the Securities Act. Voting Rights Holders of Series A Preferred Stock (“Series A Holders”) have the right to receive notice of any meeting of holders of common stock or Series A Preferred Stock and to vote upon any matter submitted to a vote of the holders of common stock or Series A Preferred Stock. Each Series A Holder shall vote on each matter submitted to them with the holders of common stock. Conversion Series A Preferred Stock converts to common stock at a 1:1 ratio immediately upon request of the Series A Holder. Liquidation Series A Preferred Stock does not have preferential treatment over common stock shareholders if the Company liquidates or dissolves. Series B Convertible Preferred Stock Voting Rights Holders of Series B Convertible Preferred Stock (“Series B Holders”) have the right to receive notice of any meeting of holders of common stock or Series B Preferred Stock and to vote upon any matter submitted to a vote of the holders of common stock or Series B Preferred Stock. Each Series B Holder shall vote on each matter submitted to them with the holders of common stock. Liquidation Upon the liquidation or dissolution of the business of the Company, whether voluntary or involuntary, each Series B Holder shall be entitled to receive, for each share thereof, out of assets of the Company legally available therefore, a preferential amount in cash equal to the stated value plus all accrued and unpaid dividends. All preferential amounts to be paid to the Series B Holders in connection with such liquidation, dissolution or winding up shall be paid before the payment or setting apart for payment of any amount for, or the distribution of any assets of the Company to the holders of the Company’s common stock but after the Series D Holders receive their respective liquidation value. The Company accrues these dividends as they are earned each period. On January 8, 2019, the Company completed the issuance of Convertible Notes with a conversion price of $0.40. As a result, the exercise price on all of the warrants issued with the Series B Convertible Preferred Stock was adjusted downward to $0.36. In the first quarter of 2019, the Company recognized a beneficial conversion feature related to the Series B Preferred Stock of approximately $33,000, which was credited to additional paid-in capital, and reduced the income available to common shareholders. Since the Series B Preferred Stock can immediately be converted by the holder, the beneficial conversion feature was immediately accreted and recognized as a deemed dividend to the preferred shareholders. Series B and Series D Convertible Preferred Stock Conversions and Repurchase During the year ended December 31, 2019, 9,250 shares of Series B Convertible Preferred Stock, par value $0.001, and accrued dividends were assumed with the Merger and an aggregate of 2,650 shares of Series B Convertible Preferred Stock, and accrued dividends, were subsequently converted into an aggregate of 715,279 shares of the Company’s common stock. On July 28, 2020, the Company issued an aggregate of 17,893,076 shares of its common stock upon the conversion of all of its issued and outstanding Series B and Series D Convertible Preferred Stock (the “Preferred Stock”). The Preferred Stock was converted pursuant to a mandatory conversion triggered by the majority holder of the Series D Convertible Preferred Stock as set forth in the Certificate of Designations for the Series D Convertible Preferred Stock. As of December 31, 2020, the Company does not have any Series B or Series D Convertible Preferred Stock outstanding. Debt Conversion Convertible Notes and Promissory Note to Related Party The $750,000 convertible notes payable assumed in the Merger had a fair value of approximately $598,000 on the acquisition date. Subsequently, on February 6, 2019, $100,000 of the outstanding Convertible Notes was converted into an aggregate of 250,000 shares of common stock, eliminating $100,000 of the Company’s debt obligation. The debt was converted into shares of common stock at $0.40 per share, in accordance with the SPA (see Note 11). On September 24, 2020, the Company issued an aggregate of 323,844,416 shares of its Series A Preferred Stock to the holders of outstanding promissory notes, issued in April 2020, in the aggregate principal amount and accrued interest of $4,483,617. Included in this issuance, FWHC was issued 123,031,819 shares of Preferred A for conversion of the outstanding promissory notes from April 2020, 75,162,429 shares of Preferred A Stock for conversion of the April Secured Note and 35,860,079 shares of Preferred A Stock for conversion of the Hawes Notes (see Note 11). The notes were converted pursuant to a mandatory conversion triggered by the completion of the Rights Offering. Stock-Based Compensation Plan The Company utilizes the Black-Scholes valuation method to recognize stock-based compensation expense over the vesting period. The expected life represents the period that the stock-based compensation awards are expected to be outstanding. Stock Option Activity For the years ended December 31, 2020 and 2019, the Company recognized approximately $1,000 and $95,000 of stock option expense, respectively. The expense for the year ended December 31, 2019 is primarily related to an option to purchase 250,000 shares of the Company’s common stock that was issued to the Company’s former CEO, William E. Horne, pursuant to his employment agreement. These options were immediately vested upon issuance. As of December 31, 2020, all outstanding stock options were fully vested, and related compensation expense recognized. The following is a summary of stock option activity for the years ending December 31, 2020 and 2019: Shares Weighted Average Exercise Price Weighted Average Remaining Term (Years) Outstanding at December 31, 2018 — — — Assumed with the RMS merger transaction 557,282 $ 2.78 6.06 Granted 250,000 0.40 9.02 Expired/Cancelled (382,282 ) 2.86 — Outstanding at December 31, 2019 425,000 $ 1.38 7.71 Granted — — — Expired/Cancelled (15,000 ) 1.35 — Outstanding and exercisable at December 31, 2020 410,000 $ 1.39 6.72 Non-Controlling Interest For the years ended December 31, 2020 and 2019, the Company consolidated the results for LI Dallas, LI Nashville, LI Pittsburgh and LI Scottsdale as VIEs. The Company owns no portion of any of these four entities which own their respective clinics; however, the Company maintains control through their management role for each of the clinics, in accordance with each clinic’s respective management agreement. Based on these agreements, the Company has the responsibility to oversee and make decisions on behalf of the clinics, except for medical care and procedures. Beginning in January 2018, the Company adopted the policy for all of the VIEs that the management fee charged by the Company would equal the amount of net income from each VIE on a monthly basis, bringing the amount of the net income each month for each VIE to a net of zero. Due to this policy, there was no change in the non-controlling interest for the years ended December 31, 2020 or 2019 related to the net income (loss) as it was $0 each month through the management fee charged by the Company. Net Loss Per Share Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares plus dilutive potential common shares outstanding using the treasury stock method. Any potentially dilutive securities are antidilutive due to the Company’s net losses. As of December 31, 2020, the Company had 538,109,409 shares outstanding of Series A Preferred Stock which converts on a 1:1 ratio to common stock and would be considered dilutive upon conversion. There is no difference between the basic and diluted net loss per share when including 23,937,765 warrants (exercise price of $0.016 and higher) and 410,000 common stock options that are outstanding as they are considered anti-dilutive and excluded for the year ended December 31, 2020 due to the net loss. This does not consider 387,126,145 warrants outstanding at December 31, 2020 as their exercise price is below the current stock price. For the year ended December 31, 2019, there was no difference between the basic and diluted net loss per share: 44,806,076 warrants and 425,000 common stock options outstanding were considered anti-dilutive and were excluded. |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 10 – Commitments & Contingencies Consulting Agreements The Company entered into an agreement with Jesse Crowne, a former Director and Co-Chairman of the Board of the Company, to provide business development consulting services for a fee of $5,000 per month. Additionally, 62,500 shares of common stock at $0.29 per share was issued in connection with a separate agreement on August 29, 2019. The Company incurred expense of approximately $10,000 and $83,000 for the years ended December 31, 2020 and 2019, respectively, related to these agreements. The Company entered into a consulting agreement with LilyCon Investments, LLC effective February 1, 2019 for services related to evaluation and negotiation of future acquisitions, joint ventures, and site evaluations/lease considerations. The duration of the consulting agreement is for a period of twelve months in the amount of $12,500 per month with a $15,000 signing bonus. Either party may terminate this agreement with or without cause upon 30 days written notice. The agreement also provides LilyCon Investments with $35,000 in stock (to be calculated using an annual variable weighted average price from February 2019 through January 2020) to be granted on the one-year anniversary of this agreement, if the agreement has not been terminated prior to that date. For years ended December 31, 2020 and 2019, the Company expensed a total of approximately $65,000 and $153,000, respectively, in compensation to LilyCon Investments. In February 2020, the Company issued LilyCon Investments $35,000 in shares of H-CYTE stock at an average share price of $0.31 per share for a total of 106,061 shares per the terms of the agreement. In March 2020, this agreement was modified to lower the monthly payment amount to $5,000. This agreement was terminated effective April 1, 2020. The Company entered into a consulting agreement with Goldin Solutions, effective August 4, 2019, for media engagement and related efforts, including both proactive public relations and crisis management services. The agreement has a minimum term of six months, with a $34,650 monthly fee plus expenses payable each month, with the exception of a first month discount of $12,600. For year ended December 31, 2020 and December 31, 2019, the Company expensed $99,000 and $162,000, respectively. The Company terminated this agreement in March 2020. The Company entered into a consulting agreement with Tanya Rhodes of Rhodes & Associates, Inc, effective June 15, 2020, to serve as the Chief Technology Officer (Research) of the Company. The agreement has a minimum term of six months with an average fee of $20,000 per month plus expenses which increases 5% per month on January 1 of each calendar year unless an alternative retainer amount is negotiated and agreed upon by both parties. The Company extended the contract on January 1, 2021, resulting in monthly expenses of $22,500 plus expenses for services rendered. Litigation From time to time, the Company may be involved in routine legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of our business. The ultimate amount of liability, if any, for any claims of any type (either alone or in the aggregate) may materially and adversely affect the Company’s financial condition, results of operations and liquidity. In addition, the ultimate outcome of any litigation is uncertain. Any outcome, whether favorable or unfavorable, may materially and adversely affect the Company due to legal costs and expenses, diversion of management attention and other factors. The Company expenses legal costs in the period incurred. The Company cannot assure that additional contingencies of a legal nature or contingencies having legal aspects will not be asserted against the Company in the future, and these matters could relate to prior, current or future transactions or events. As of December 31, 2020, the Company had no litigation matters in which the Company believes require any accrual or disclosure. Guarantee The Company has guaranteed payments based upon the terms found in the management services agreements to affiliated physicians related to LI Dallas, LI Nashville, LI Pittsburgh, LI Scottsdale, and LI Tampa. For the years ending December 31, 2020 and 2019 payments totaling approximately $36,000 and $141,000, respectively, were made to these physicians’ legal entities. Due to the Company ceasing operations effective March 23, 2020 in LI Dallas, LI Pittsburgh, LI Scottsdale, and LI Tampa, the guaranteed payments for these clinics were suspended due to COVID-19 in March 2020. The Company will resume these guaranteed payments in April 2021. Rion Agreements On June 21, 2019, H-CYTE entered into an exclusive product supply agreement with Rion, LLC (“Rion”) to develop and distribute (post FDA approval) a biologic for chronic obstructive pulmonary disease (“COPD”), the fourth leading cause of death in the U.S. Rion has established a novel biologics technology to harness the healing power of the body. Rion’s innovative technology, based on science developed at Mayo Clinic, provides an off-the-shelf platform to enhance healing in soft tissue, musculoskeletal, cardiovascular and neurological organ systems. This agreement provides for a 10-year exclusive and extendable supply agreement with Rion to enable H-CYTE to develop proprietary biologics. On October 9, 2019, the Company entered into a services agreement with Rion which provides the Company the benefit of Rion’s resources and expertise for the limited purpose of (i) consulting with and assisting H-CYTE in the further research and development for the generation of a new biologic and (ii) subsequently assisting H-CYTE in seeking and obtaining FDA Phase 1 IND clearance for this biologic as necessary. Rion also agrees to consult with H-CYTE in its arrangement for services from third parties unaffiliated with Rion to support research, development, regulatory approval, and commercialization of the biologic. With these agreements, Rion will serve as the product supplier and contracted preclinical development arm of the biologic. H-CYTE will control the commercial development and the clinical trial investigation. After conducting the clinical efficacy trials of this biologic, H-CYTE intends to pursue submission of a Biologics License Application (“BLA”) for review by the FDA for treatment of COPD. An additional $350,000 in expense is expected to be incurred per the Rion agreements. At this time, the Company is not able to estimate when this expense will occur. The Company has recorded research and development expense of $1,150,000 and $0 related to Rion, for the years ended December 31, 2020 and 2019, respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 11 – Debt Convertible note The Convertible Notes payable represents a securities purchase agreement with select accredited investors, which was assumed in the Merger. The debt assumed by the Company consisted of $750,000 of units (the “Units”) with a purchase price of $50,000 per Unit. Each Unit consists of (i) a 12% senior secured convertible note, initially convertible into shares of the Company’s common stock, par value $0.001 per share, at a conversion price equal to the lesser of $0.40 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of equity and/or debt securities completed by the Company following this offering, and (ii) a three-year warrant to purchase such number of shares of the Company’s common stock equal to one hundred percent (100%) of the number of shares of common stock issuable upon conversion of the notes at $0.40. The Warrants were initially exercisable at a price equal to the lesser of $0.75 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of the debt and/or equity securities completed by the Company following the issuance of warrants. The Convertible Notes are secured by all of the assets of the Company. The Convertible Notes sold in the offering were initially convertible into an aggregate of 1,875,000 shares of common stock. The down round feature was triggered on January 8, 2019, and the conversion price of the Convertible Notes was adjusted to $0.36. The Company recognized the down round as a deemed dividend of approximately $288,000 which reduced the income available to common stockholders. On February 6, 2019, $100,000 of the Company’s $750,000 outstanding Convertible Notes, plus accrued interest, was converted into an aggregate of 251,667 shares of common stock, eliminating $100,000 of the Company’s debt obligation. The debt was converted into shares at $0.36 per share, which was the conversion price per the SPA subsequent to the trigger of the down round feature. In 2019, the Company redeemed $350,000 of convertible notes payable in principal and $52,033 in interest payable for three of the noteholders. The Company reached an extension with the remaining noteholder, George Hawes, which extended the maturity date of the Hawes Notes for one year, until September 30, 2020. The notes had a principal balance of $300,000 plus penalties of approximately $85,000 and accrued interest of approximately $40,000 for a total adjusted principal balance upon the September 30, 2019 extension of $424,615. In connection with the April Offering, the Company entered into an amendment with the Investor with respect to the outstanding 12% Senior Secured Convertible Note due September 30, 2020. The Hawes Notes were purchased by the Investor from its original holder, George Hawes, on March 27, 2020. The Hawes Notes had a principal balance of $424,615 as of December 31, 2019. The amendment to the Hawes Notes among other things, eliminates the requirement that the Company make monthly payments of accrued interest. The Company determined the proper classification of the amendment based on ASC 470-50, Debt Modifications and Extinguishments. Because the change in the present value of cash flows of the modified debt was less than 10% when compared to the present value of the cash flows of the original debt, extinguishment accounting did not apply. The effective interest rate was reassessed resulting in an effective interest rate of 11.90% and interest expense as of September 30, 2020, of approximately $10,000. The Company converted the Hawes Notes plus accrued interest into 35,860,079 shares of Preferred A shares on September 11, 2020, upon the closing of the Rights Offering. Notes Payable Notes payable were assumed in the Merger and are due in aggregate monthly installments of approximately $5,800 and carry an interest rate of 5%. Each note originally had a maturity date of August 1, 2019. The Company finalized an eighteen-month extension to March 1, 2021. The promissory notes have an aggregate outstanding balance of approximately $67,000 and $78,000 at December 31, 2020 and December 31, 2019. The Company has not made payments on this note since February 10, 2020, due to COVID-19, resulting in accrued interest of approximately $1,900. The short-term notes with related party were issued by the Company during 2019, and as of March 31, 2020 consisted of four loans totaling $1,635,000, made to the Company by Horne Management, LLC, controlled by former CEO, William E. Horne for working capital purposes. The loans bore interest rates ranging from 5.5% to 12%, in some cases increasing to 15% if not paid by the respective maturity date ranging from March 26, 2020 to May 13, 2020. Some of these loans provided for the issuance of warrants at 114% warrant coverage if the loan was not repaid within two months. None of these loans were repaid and 840,000 warrants were issued at an exercise price of $0.75 per share in the fourth quarter of 2019 and the first quarter of 2020. On April 23, 2020, Horne Management, LLC agreed to convert the related notes plus accrued interest into (i) 4,368,278 shares of common stock of the Company and (ii) a ten-year warrant to purchase up to an equivalent number of shares of the Company’s common stock with such conversion to be effective as of April 17, 2020. This warrant will have an exercise price equal to the price per share at which securities were offered to investors for purchase at the Rights Offering totaling $0.014 and is exercisable beginning on the day immediately following the earlier to occur of (x) the closing of the Rights Offering and (y) November 1, 2020. The Rights Offering closed on September 11, 2020. On the date of the transaction, the carrying amount of the note and accrued interest was approximately $1,717,000. The fair value of the Common Stock was valued based on the trading market price on the date of the transaction and the warrants were valued using a Lattice model. The fair value of the Common Stock and warrants issued in the transaction was approximately $218,000 and $199,000, respectively. Since the fair value of the common stock and warrants was less than the carrying amount of the note, the Company recorded a gain on extinguishment of the debt of approximately $1,300,000. On March 27, 2020, the Company issued a demand note (the “Note”) in the principal amount of $500,000 to FWHC Bridge, LLC (the “Investor”) in exchange for a loan made by the Investor in such amount to cover the Company’s working capital needs. Subsequently on April 9, 2020, in exchange for an additional loan of $500,000 made by the Investor to the Company, the Company amended and restated the Note to reflect a new principal amount of $1,000,000 (the “April Secured Note”). The April Secured Note bears simple interest at a rate of 12% per annum. The Investor is an affiliate of FWHC Holdings, LLC, a pre-existing shareholder of the Company, which served as lead investor in the Company’s recent Series D Convertible Preferred Stock Offering. On September 24, 2020, the Company issued an aggregate of 323,844,416 shares of its Series A Preferred Stock to the holders of outstanding promissory notes, issued in April 2020, in the aggregate principal amount and accrued interest of $4,483,618. Included in this issuance, FWHC was issued 123,031,819 shares of Preferred A for conversion of the outstanding promissory notes from April 2020, 75,162,429 shares of Preferred A Stock for conversion of the April Secured Note and 35,860,079 shares of Preferred A Stock for conversion of the Hawes Notes (see Note 11). The notes were converted pursuant to a mandatory conversion triggered by the completion of the Rights Offering. All notes payable, except the promissory note having an outstanding balance of $67,000, were extinguished during the year ended December 31, 2020. Paycheck Protection Program On April 29, 2020, the Company issued a promissory note in the principal amount of $809,082 to the Bank of Tampa in connection with a loan in such amount made under the Paycheck Protection Program (“PPP Loan”). The PPP Loan bears interest at a rate of 1% per annum and is payable in eighteen monthly payments of $45,533 beginning on approximately August 14, 2021. The Company elected to use a 24-week Covered Period, per the SBA Paycheck Protection Program guidelines, the Covered Period ended on October 14, 2020. The Company can apply for loan forgiveness in an amount equal to the sum of the following costs incurred by the Company: 1) payroll costs; 2) any payment of interest on covered mortgage obligations; 3) any payment on a covered rent obligation; and 4) any covered utility payment The amount forgiven will be calculated (and may be reduced) in accordance with the Paycheck Protection Program criteria set by the SBA. Not more than 40% of the amount forgiven can be attributed to non-payroll costs, as listed above. As long as a borrower submits its loan forgiveness application within ten months of the completion of the Covered Period (as defined below), the borrower is not required to make any payments until the forgiveness amount is remitted to the lender by SBA. If the loan is fully forgiven, the borrower is not responsible for any payments. If only a portion of the loan is forgiven, or if the forgiveness application is denied, any remaining balance due on the loan must be repaid by the borrower on or before the maturity date of the loan. Interest accrues during the time between the disbursement of the loan and SBA remittance of the forgiveness amount. The borrower is responsible for paying the accrued interest on any amount of the loan that is not forgiven. The lender is responsible for notifying the borrower of remittance by SBA of the loan forgiveness amount (or that SBA determined that no amount of the loan is eligible for forgiveness) and the date on which the borrower’s first payment is due, if applicable. The Company plans on filing its forgiveness application in early 2021. The Company believes a majority of the PPP loan will be forgiven. |
Derivative Liability - Warrants
Derivative Liability - Warrants and Redemption Put | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability - Warrants and Redemption Put | Note 12 – Derivative Liability – Warrants And Redemption Put The Company’s derivative liabilities are classified within Level 3 of the fair value hierarchy because certain unobservable inputs were used in the valuation models. These assumptions included estimated future stock prices, potential down-round financings for the Warrants, and potential redemptions for the Redemption Put Liability. The following is a reconciliation of the beginning and ending balances for the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year ended December 31, 2020: Derivative Liability - Warrants Beginning balance as of December 31, 2018 $ — January 8, 2019 – date of dilutive financing 1,215,678 Exchange for common stock (72,563 ) Fair value adjustments (827,260 ) Balance at December 31, 2019 315,855 Series D Warrant reclass from equity to liability classification 509,764 Warrants issued with modification of Horne Management Notes 198,994 Warrants issued with April 17, 2020 financing 6,148,816 Fair value adjustments (2,986,853 ) Warrant reclassification from liability to equity classification (4,186,576 ) Balance at December 31, 2020 $ — Redemption Put Liability Beginning balance as of December 31, 2018 $ — November 15, 2019 – date of issuance 614,095 Fair value adjustments (346,696 ) Balance at December 31, 2019 $ 267,399 Issuance of Series D Convertible Preferred Stock 5,305 Fair value adjustments (272,704 ) Balance at December 31, 2020 $ — (1) The Company did not have any assets or liabilities measured at fair value using Level 1 or 2 of the fair value hierarchy as of December 31, 2020 and December 31, 2019. (2) Upon the closing of the Rights Offering on September 11, 2020, the Derivative Liability- Warrants was no longer applicable, and its fair value was reclassed to stockholder’s equity. (3) The Series D Convertible Preferred Stock was converted into common stock on July 28, 2020 at which time the Redemption Put Liability was no longer applicable, and its fair value was adjusted to zero and the extinguishment was recorded to income. Derivative Liability- Warrants Series B Warrants In connection with the securities purchase agreements executed in May 2018 (which the Company assumed in the Merger), whereby 108,250 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Shares”) and warrants were issued to purchase 2,312,500 shares of the Company’s common stock (“Series B Warrants”). The Series B Warrants had a three-year term at an exercise price of $0.75. The Series B Warrants contain two features such that in the event of a downward price adjustment the Company is required to reduce the strike price of the existing warrants (first feature or “down round”) and issue additional warrants to the award holders such that the aggregate exercise price after taking into account the adjustment, will equal the aggregate exercise price prior to such adjustment (second feature or “anti-dilution”). On January 8, 2019, the Company issued equity securities which triggered the down round and anti-dilution warrant features. As a result, the exercise price of the warrants was lowered from $0.75 to $0.40 and 2,023,438 additional warrants were issued. The inclusion of the anti-dilution feature caused the warrants to be accounted for as liabilities in accordance with ASC Topic 815. The fair market value of the warrants of approximately $1,200,000 was recorded as a derivative liability as a measurement period adjustment to the purchase price allocation in the third quarter of 2019. As part of the April 2020 offering, the majority holders of the Series B Warrants agreed to terminate all anti-dilution price protection in their warrants and adjusted the exercise price to equal the price per share at which shares of preferred stock are offered for purchase in the Rights Offering. The Company issued an additional 296,875 warrants to a certain Series B holder as compensation to terminate their anti-dilution price protection. The Company also issued 1,292,411 warrants to a certain Series B holder who was non-responsive in the Company’s request to terminate their anti-dilution price protection. The modification resulted in an increase of approximately $71,000 to the fair value of the derivative liability related to the Series B Warrants. In addition, the Company recorded a change in fair market value of approximately $317,000 to the fair value of the derivative liability before the reclass to equity. Upon the closing of the Rights Offering, which occurred on September 11, 2020, the exercise price of the Series B Warrants became fixed at $0.014 and the warrants then met the conditions for equity classification. Consequently, they were revalued as of the date of the Rights Offering using a Lattice valuation technique with the following assumptions: Trading market price- $0.027, estimated exercise price- $0.014, volatility- 222%-260%, risk free rate- 0.12%-0.13% and an estimated remaining term ranging from 0.7 to 1.33 years. The fair value of the Series B Warrants totaling $73,805 was then reclassed from a derivative liability to stockholders’ equity. Series D Warrants In conjunction with the Series D Preferred Financing, the Company originally issued Series D warrants to purchase 14,944,753 shares of Common Stock with an exercise price of $0.75 per share. At inception, the Series D warrants met all the criteria to be classified as equity. As part of the April Offering, the exercise price of the Series D Warrants was reduced to the price per share at which shares of preferred stock are offered for purchase in the Offering. The modification of the exercise price resulted in the warrants requiring liability classification. The Series D Warrants were measured at fair value before and after the modification, resulting in a fair market value of approximately $510,000 when the warrants were reclassified to a liability on July 28, 2020. Upon the closing of the Rights Offering, which occurred on September 11, 2020, the exercise price of the Series D Warrants became fixed at $0.014 and the warrants then met the conditions for equity classification. Consequently, the Series D Warrants were revalued as of the date of the Rights Offering using a Lattice valuation technique with the following assumptions: Trading market price- $0.027, estimated exercise price- $0.014, volatility- 111%, risk free rate- 0.67% and an estimated term of 9.2 years. The fair value of the Series D Warrants totaling $337,400 was then reclassed from a derivative liability to stockholders’ equity. Horne Warrants On April 23, 2020, Horne Management, LLC agreed to convert the related notes plus accrued interest into (i) 4,368,278 shares of common stock of the Company and (ii) a ten-year warrant to purchase up to an equivalent number of shares of the Company’s common stock with such conversion to be effective as of April 17, 2020. The warrant will have an exercise price equal to the price per share at which securities are offered to investors for purchase at the Qualified Financing. The revised exercise price caused the warrants to require liability classification at fair value and the warrants were valued using a Lattice model with the following assumptions: Trading market price- $0.05, estimated exercise price- $0.014, volatility- 101%, risk free rate- 0.65% and an estimated term of 10 years. At inception, the estimated fair value of the Horne Warrants was approximately $199,000. Upon the closing of the Rights Offering, which occurred on September 11, 2020, the exercise price of the Horne Warrants became fixed at $0.014 and the warrants then met the conditions for equity classification. Consequently, the Horne Warrants were revalued as of the date of the Qualified Financing using a Lattice valuation technique with the following assumptions: Trading market price- $0.027, estimated exercise price- $0.014, volatility- 103%, risk free rate- 0.67% and an estimated term of 10 years. The fair value of the Horne Warrants totaling $107,123 was then reclassed from a derivative liability to stockholders’ equity. April Bridge Loan and Converted Advance Warrants The April Offering entitled the investors to warrants with the right to purchase up to 100% of the aggregate number of shares of Common Stock into which the Purchaser’s Note may ultimately be converted. The Company also received a $1,000,000 advance which was converted into the April Secured Note and April Secured Note Warrants in April 2020. The April Secured Note Warrants entitle the holder to purchase up to 200% of the aggregate number of shares of Common Stock into which the April Secured Note may ultimately be converted. The Company received an aggregate of $2,842,695 in gross proceeds through the April Offering and an advance of $1,000,000 from the April Secured Note. The Company expected the price per share at which securities would be offered for purchase in the Rights Offering to be $0.014 resulting in the assumption there would be approximately 203,050,000 and 142,857,000 shares issuable upon exercise of the Purchaser Warrants and the April Secured Note Warrants, respectively. The warrants were valued using a Lattice model with the following assumptions: Trading market price- $0.05, estimated exercise price- $0.014, volatility- 103%, risk free rate- 0.65% and an estimated term of 10 years. At inception, the estimated fair value of the Purchaser Warrants and the April Secured Note Warrants was approximately $3,279,000 and $2,869,000, respectively for a total of approximately $6,149,000. Upon the closing of the Rights Offering which occurred on September 11, 2020, the exercise price of the Purchaser and April Secured Note Warrants became fixed at $0.014 and the Company then had sufficient authorized and unissued shares available to satisfy all their commitments under their equity-linked contracts. There are 212,821,929 and 150,324,857 shares issuable upon exercise of the Purchaser and the April Secured Note Warrants, respectively for a total of 363,146,786 warrants. The Warrants were revalued as of the date of the Rights Offering using a Lattice valuation technique with the following assumptions: Trading market price- $0.027, estimated exercise price- $0.014, volatility- 107%, risk free rate- 0.67% and an estimated term of 10 years. The fair value of the Warrants of $3,668,247 was then reclassed from a derivative liability to stockholders’ equity. When the Company entered into the April Offering and revised the exercise price of the warrants to the price per share at which shares of preferred stock are offered for purchase in the Rights Offering, they no longer had sufficient authorized and unissued shares available to satisfy all their commitments to issue shares under their equity-linked contracts. The Company has adopted the sequencing approach based on the earliest issuance date. Therefore, warrants issued before the April Offering did not require liability classification, while Warrants issued with the April financing, or subsequently, will be classified as liabilities until such time the Company has sufficient authorized shares. The derivative liability - warrants has been remeasured as a change in fair value, of approximately $2,987,000 and $827,000 has been recorded as a component of other income in the Company’s consolidated statement of operations for the years ended December 31, 2020 and 2019, respectively. The fair value of the derivative liability included on the consolidated balance sheets was approximately $0 and $316,000 as of December 31, 2020 and 2019, respectively. In conjunction with the Series D Preferred financing in 2019 (See Note 14), the Company offered the Series B warrant holders the option to exchange their warrants on the basis of 1 warrant for 0.40 common shares. Warrant holders chose to exchange 1,007,813 warrants with a fair value of approximately $75,000 for 403,125 shares of common stock with a fair value of approximately $73,000. On the date of the exchange, the Series B Warrants were first adjusted to fair value with the change in fair value being recorded in earnings. Redemption Put Liability As described in Note 14, the redemption put provision embedded in the Series D financing required bifurcation and measurement at fair value as a derivative. If the redemption put provision is triggered, it allows either payment in cash or the issuance of “Trigger Event Warrants”. Accordingly, the fair value of the Redemption put liability considered management’s estimate of the probability of cash payment versus payment in Trigger Event Warrants and was valued using a Monte Carlo Simulation which uses randomly generated stock-price paths obtained through a Geometric Brownian Motion stock price simulation. The fair value of the redemption provision was significantly influenced by the fair value of the Company’s stock price, stock price volatility, changes in interest rates and management’s assumptions related to the redemption factor. On July 28, 2020, the Series D Preferred Stock was converted into Common Stock, at which time the redemption put was no longer applicable and the fair value of the redemption put was adjusted to $0. The fair market value of the redemption put liability at inception was approximately $614,000 which was recorded as a liability and remeasured to fair value at the end of each reporting period. The change in fair value of approximately $273,000 and $347,000 was recorded as a component of other income (expense) in the Company’s consolidated statement of operations for the year ended December 31, 2020 and 2019, respectively. The fair value of the redemption put liability included on the consolidated balance sheet was approximately $0 and $267,000 as of December 31, 2020 and 2019, respectively. |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Common Stock Warrants | Note 13 - Common Stock Warrants A summary of the Company’s warrant issuance activity and related information for the years ended December 31, 2020 and December 31, 2019: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Assumed as of the January 8, 2019 merger 12,108,743 $ 1.38 1.53 Exchanged (1,007,813 ) 0.40 — Expired (2,183,478 ) 2.73 — Issued 35,888,624 $ 0.73 5.36 Outstanding and exercisable at December 31, 2019 44,806,076 $ 0.78 4.59 Issued 369,617,896 0.01 10.05 Exercised (1,000,000 ) 0.01 — Total outstanding and exercisable at December 31, 2020 413,423,972 0.015 10.30 The fair value of all warrants issued are determined by using the Lattice and Black-Scholes valuation techniques (see Note 12) and were assigned based on the relative fair value of both the common stock and the warrants issued. The inputs used in the Lattice and Black-Scholes valuation techniques (see Note 12) to value each of the warrants as of their respective issue dates are as follows: Event Description Date Number of Warrants H-CYTE Stock Price Exercise Price of Warrant Grant Date Fair Value Life of Warrant Risk Free Rate of Return (%) Annualized Volatility Rate (%) Private placement 1/8/2019 5,000,000 $ 0.40 $ 0.75 $ 0.24 3 years 2.57 115.08 Antidilution provision (1) 1/8/2019 2,023,438 $ 0.40 $ 0.40 $ 0.28 3 years 2.57 115.08 Private placement 1/18/2019 6,000,000 $ 0.40 $ 0.75 $ 0.23 3 years 2.60 114.07 Private placement 1/25/2019 1,250,000 $ 0.59 $ 0.75 $ 0.38 3 years 2.43 113.72 Private placement 1/31/2019 437,500 $ 0.54 $ 0.75 $ 0.34 3 years 2.43 113.47 Private placement 2/7/2019 750,000 $ 0.57 $ 0.75 $ 0.36 3 years 2.46 113.23 Private placement 2/22/2019 375,000 $ 0.49 $ 0.75 $ 0.30 3 years 2.46 113.34 Private placement 3/1/2019 125,000 $ 0.52 $ 0.75 $ 0.33 3 years 2.54 113.42 Private placement 3/8/2019 150,000 $ 0.59 $ 0.75 $ 0.38 3 years 2.43 113.53 Private placement 3/11/2019 2,475,000 $ 0.61 $ 0.75 $ 0.40 3 years 2.45 113.62 Private placement 3/26/2019 500,000 $ 0.51 $ 0.75 $ 0.32 3 years 2.18 113.12 Private placement 3/28/2019 375,000 $ 0.51 $ 0.75 $ 0.31 3 years 2.18 112.79 Private placement 3/29/2019 62,500 $ 0.51 $ 0.75 $ 0.31 3 years 2.21 112.79 Private placement 4/4/2019 500,000 $ 0.48 $ 0.75 $ 0.29 3 years 2.29 112.77 Private placement 7/15/2019 200,000 $ 0.53 $ 1.00 $ 0.31 3 years 1.80 115.50 Convertible debt extension 9/18/2019 424,000 $ 0.40 $ 0.75 $ 0.25 3 years 1.72 122.04 Private placement of Series D Convertible Preferred Stock 11/15/2019 14,669,757 $ 0.28 $ 0.75 $ 0.19 10 years 1.84 89.75 Short-term note related party 11/26/2019 400,000 $ 0.20 $ 0.75 $ 0.13 3 years 1.58 144.36 Short-term note, related party 12/30/2019 171,429 $ 0.14 $ 0.75 $ 0.08 3 years 1.59 145.29 Short-term note, related party 1/13/2020 268,571 $ 0.12 $ 0.75 $ 0.07 3 years 1.60 145.76 Private placement of Series D Convertible Preferred Stock 1/17/2020 244,996 $ 0.15 $ 0.75 $ 0.13 10 years 1.84 144.30 Granted for bridge financing 4/8/2020 296,875 $ 0.05 $ 0.40 $ 0.02 3 years 0.34 131.82 Short-term note, related party conversion 4/17/2020 4,368,278 $ 0.05 $ 0.014 $ 0.05 10 years 0.65 100.64 Granted for bridge financing (2) 9/11/2020 364,439,176 $ 0.05 $ 0.014 $ 0.017 10 years 0.65 96.97 (1) (2) The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. |
Mezzanine Equity and Series D C
Mezzanine Equity and Series D Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Mezzanine Equity and Series D Convertible Preferred Stock | Note 14- Mezzanine Equity and Series D Convertible Preferred Stock Series D Convertible preferred Stock On November 15, 2019, the Company entered into a securities purchase agreement with selected accredited investors whereby the Company offered (i) up to 238,871 shares of Series D Convertible Preferred Stock the (“Series D Shares”) at a price of $40.817 per share and (ii) a ten-year warrant (the “Series D Warrant”) to purchase 14,669,757 shares of common stock. The Series D Warrants are exercisable for a period of 10 years from issuance at an initial exercise price of $0.75 per share, subject to adjustment for traditional equity restructurings and reorganizations. On November 21, 2019, the Company entered into a securities purchase agreement with FWHC HOLDINGS, LLC an accredited investor for the purchase of 146,998 shares of Series D Preferred Stock, par value $0.001 per share and the Series D Warrant resulting in $6.0 million in gross proceeds to the Company (the “FWHC Investment”). The Company determined that the nature of the Series D Shares was more analogous to an equity instrument, and that the economic characteristics and risks of the embedded conversion option was clearly and closely related to the Series D Shares. As such, the conversion option was not required to be bifurcated from the host under ASC 815, Derivatives and Hedging The Company determined that the economic characteristics and risks of the embedded redemption provision were not clearly and closely related to the Series D Shares. The Company assessed the embedded redemption provision further, and determined it met the definition of a derivative and required classification as a derivative liability at fair value. On July 28, 2020, the Series D Shares were converted into shares of the Company’s common stock, at which time the redemption put liability was no longer applicable and its fair value was adjusted to $0. The Company’s approach to the allocation of the proceeds to the financial instruments was to first allocate basis to the redemption put liability at its fair values and the residual value to the Series D Shares and the Series D Warrants. Based upon the amount allocated to the Series D Shares the Company was required to determine if a beneficial conversion feature (“BCF”) was present. A BCF represents the intrinsic value in the convertible instrument, adjusted for amounts allocated to other financial instruments issued in the financing. The effective conversion price is calculated as the amount allocated to the convertible instrument divided by the number of shares to which it is indexed. However, a BCF is limited to the basis initially allocated. After allocating a portion of the proceeds to the other instruments, the effective conversion price was $0.24 compared to the share price of $0.28, resulting in a BCF of $623,045 or $0.04 per share for the year ended December 31, 2019. Based upon the above accounting conclusions and the additional information provided below, the allocation of the proceeds arising from the Series D Preferred financing transaction is summarized in the table below: November 21, 2019 Series D Convertible Preferred and warrant financing: Proceeds Allocation Financing Cost Allocation Total Allocation Gross proceeds $ 6,000,000 $ — $ 6,000,000 Financing costs paid in cash — (111,983 ) (111,983 ) $ 6,000,000 $ (111,983 ) $ 5,888,017 Derivative Liability: Derivative Put Liability $ (614,095 ) $ — $ (614,095 ) Deferred Financing costs — 8,100 8,100 Redeemable preferred stock: Series D Convertible Preferred Stock (2,869,854 ) — (2,869,854 ) Financing costs (APIC) — 1,106 1,106 Financing costs (Retained Earnings) — 66,265 66,265 Beneficial Conversion Feature (623,045 ) — (623,045 ) Investor Warrants (equity classified): Proceeds allocation (1,893,006 ) — (1,893,006 ) Financing costs (APIC) — 36,512 36,512 $ (6,000,000 ) $ 111,983 $ (5,888,017 ) Since the Series D Convertible Preferred Stock is perpetual and convertible at any time, the resulting discount of $3,130,146 was accreted as a Preferred Stock dividend on the date of issuance to record the Series D Convertible Preferred Stock to its redemption value of $6,000,000. On January 17, 2020, the Company entered into a securities purchase agreement with an accredited investor for the purchase of 2,450 shares of Series D Convertible Preferred Stock, par value $0.001 per share and a Series D Warrant resulting in $100,000 in gross proceeds to the Company. The Series D Convertible Preferred Stock and Warrants had the same terms as the FWHC Investment. There was no BCF associated with this financing because the effective conversion price after allocating a portion of the proceeds to the other instruments was higher than the share price. January 17, 2020 Series D Convertible Preferred and warrant financing: Proceeds Allocation Gross proceeds $ 100,000 Financing costs paid in cash — $ 100,000 Derivative Liability: Derivative Put Liability $ (5,305 ) Redeemable preferred stock: Series D Convertible Preferred Stock (62,793 ) Investor Warrants (equity classified): Proceeds allocation (31,902 ) $ (100,000 ) Since the Series D Convertible Preferred Stock is perpetual and convertible at any time, the resulting discount of $37,207 was accreted as a Preferred Stock dividend on the date of issuance to record the Series D Convertible Preferred Stock to its redemption value of $100,000. For the year ended December 31, 2020, the Company recorded approximately $278,000 in deemed dividends on the Series D Convertible Preferred Stock in accordance with the 8% stated dividend resulting in a total balance of Series D Convertible Preferred stock of $6,401,762. All outstanding shares of Series D Convertible Preferred Stock were converted into 15,773,363 shares of Common Stock on July 28, 2020. The conversion was pursuant to a mandatory conversion triggered by the majority holder of the Series D Convertible Preferred Stock as set forth in the Certificate of Designations. Mezzanine Equity Rollforward (Series D Convertible Preferred Stock) Balance at January 8, 2019 $ - Issuance of Series D Convertible Preferred Stock 2,869,853 Inception deemed dividend 3,130,147 Deemed dividend (8%) 60,493 Balance at December 31, 2019 6,060,493 Issuance of Series D Convertible Preferred Stock 62,793 Inception deemed dividend 37,207 Deemed dividend (8%) 277,719 Mandatory conversion of Series D Convertible Preferred Stock to Common Stock (6,438,212 ) Balance at December 31, 2020 $ - Series D Convertible Preferred Stock Preferences Voting Rights Holders of our Series D Convertible Preferred Stock (“Series D Holders”) have the right to receive notice of any meeting of holders of common stock or Series D Convertible Preferred Stock and to vote upon any matter submitted to a vote of the holders of common stock or Series D Convertible Preferred Stock. Each Series D Holder shall vote on each matter submitted to them with the holders of common stock. There are no shares of Series D Convertible Preferred Stock outstanding as of December 31, 2020. Liquidation Upon the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each Series D Holder shall be entitled to receive, for each share thereof, out of assets of the Company legally available therefore, a preferential amount in cash equal to the stated value plus all accrued and unpaid dividends. All preferential amounts to be paid to the Series D Holders in connection with such liquidation, dissolution or winding up shall be paid before the payment or setting apart for payment of any amount for, or the distribution of any assets of the Company’s to the holders of the Company’s Series B and common stock. The Company accrues these dividends as they are earned each period. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15 - Income Taxes The Company utilizes the liability method of accounting for income taxes as set forth in FASB ASC Topic 740, “Income Taxes”. Under the liability method, deferred taxes are determined based on differences between the financial statement and tax bases of assets and liabilities using tax rates expected to be in effect during the years in which the basis difference reverses. The Company accounts for interest and penalties on income taxes as income tax expense. A valuation allowances is recorded when it is more likely than not that a tax benefit will not be realized. In determining the need for valuation allowances the Company considers projected future taxable income and the availability of tax planning strategies. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. As of December 31, 2020, the Company has not recorded any uncertain tax positions and, therefore, has not incurred any interest or penalties. The Company is not currently under examination by any Federal or State authority and is no longer subject to federal or state examination for years prior to 2017. A reconciliation of the statutory federal income tax expense (benefit) to the effective tax is as follows for the years ended December 31: 2020 2019 Statutory rate – federal 21.0 % 21.0 % Effect of: State income tax, net of federal benefit 5.1 3.0 State NOL true-up (1.1 ) (2.0 ) Goodwill impairment - (9.0 ) Prior year true up 2.7 - Other permanent differences 3.0 (1.0 ) Change in valuation allowances (30.7 ) (13.0 ) Income taxes 0.0 % 0.0 % The Company’s financial statements contain certain deferred tax assets which have arisen primarily as a result of losses incurred that are considered start-up costs for tax purposes, as well as net deferred income tax assets resulting from other temporary differences related to certain reserves and differences between book and tax depreciation and amortization. The Company assesses the realizability of deferred tax assets based on the available evidence, including a history of taxable income and estimates of future taxable income. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that all or some portion of deferred tax assets will not be realized. Due to the history of losses incurred by the Company, management believes it is not more likely than not that all of the deferred tax assets can be realized. Accordingly, the Company established and recorded a full valuation allowance on its net deferred tax assets of $12.5 million and $10.5 million as of December 31, 2020 and 2019, respectively. Deferred tax assets and liabilities consist of the following at December 31: 2020 2019 Deferred Tax Assets: Federal and state net operating loss carry forwards $ 9,512,596 $ 7,302,375 Capitalized start-up costs 2,210,392 2,483,736 Capitalized research and development costs 462,768 424,390 Patents 41,842 57,907 Share-based compensation 241,177 242,437 Other 112,376 25,405 Total gross deferred tax assets 12,581,151 10,536,250 Deferred Tax Liabilities Right-of-use asset (70,914 ) — Total gross deferred tax liabilities (70,914 ) — Valuation Allowance (12,510,237 ) (10,536,250 ) Net deferred tax assets $ — — Utilization of the net operating loss carryforwards is subject to a substantial annual limitation due to the “ownership change” limitations provided by Section 382 and 383 of the Internal Revenue Code of 1986, as amended, and other similar state provisions. Any annual limitation may result in the expiration of net operating loss carryforwards before utilization. As of December 31, 2020, the Company had $39.7 million of U.S. federal net operating loss carryforwards available to reduce future taxable income, of which $32.5 million will be carried forward indefinitely for U.S. federal tax purposes and $7.2 million will expire beginning in 2035 to 2037. The Company also has $26.0 million of U.S. state net operating loss carryforwards of which $25.3 million will be carried forward indefinitely and $.7 million that will expire beginning in 2035 to 2037. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | N ote 16 - Subsequent Events On January 12, 2021, Mr. William Horne stepped down as Chairman of the board of directors (the “Board”) of H-Cyte, Inc. (the “Company”). Mr. Horne will remain a member of the Board. On January 12, 2021, Mr. Raymond Monteleone was appointed the new Chairman of the Board. Mr. Monteleone is a current member of the Board. As of March 24, 2021, an additional 8,950,400 Series A Preferred Stock was converted into Common Stock as the request of certain Series A Preferred Stockholders. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation U.S. GAAP requires that a related entity be consolidated with a company when certain conditions exist. An entity is considered to be a VIE when it has equity investors who lack the characteristics of having a controlling financial interest, or its capital is insufficient to permit it to finance its activities without additional subordinated financial support. Consolidation of a VIE by the Parent would be required if it is determined that the Parent will absorb a majority of the VIE’s expected losses or residual returns if they occur, retain the power to direct or control the VIE’s activities, or both. The accompanying audited consolidated financial statements include the accounts of the Parent, its wholly owned subsidiaries, and its VIEs. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates In preparing the financial statements, U.S. GAAP requires disclosure regarding estimates and assumptions used by management that affect the amounts reported in financial statements and accompanying notes. Significant estimates were made around the valuation of embedded derivatives, which impacts gains or losses on such derivatives, the carrying value of debt, interest expense, and deemed dividends. Actual results could differ from those estimates. |
Cash | Cash The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company’s cash balances at December 31, 2020 and 2019 consists of funds deposited in checking accounts with commercial banks. |
Accounts Receivable | Accounts Receivable Accounts receivable represent amounts due from customers for which revenue has been recognized. Generally, the Company does not require collateral or any other security to support its receivables. Trade accounts receivable are stated net of an estimate made for doubtful accounts, if any. Management evaluates the adequacy of the allowance for doubtful accounts regularly to determine if any account balances will potentially be uncollectible. Customer account balances are considered past due or delinquent based on the contractual agreement with each customer. Accounts are written off when, in management’s judgment, they are considered uncollectible. At December 31, 2020 and 2019, management believes no allowance is necessary. For the year ended December 31, 2020 and 2019, the Company recorded bad debt expense of approximately $6,000 and $90,000, respectively. |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets The Company reviews the values assigned to long-lived assets, including property and equipment and certain intangible assets, to determine whether events and circumstances have occurred which indicate that the remaining estimated useful lives may warrant revision or that the remaining balances may not be recoverable. The evaluation of asset impairment requires management to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment, and actual results may differ from estimated amounts. In such reviews, undiscounted cash flows associated with these assets are compared with their carrying value to determine if a write-down to fair value is required (see Note 7). |
Goodwill | Goodwill Goodwill represents the excess of purchase price over fair value of net identified tangible and intangible assets and liabilities acquired. The Company does not amortize goodwill; it tests goodwill for impairment on at least an annual basis. An impairment loss, if any, is measured as the excess of the carrying value of the reporting unit over the fair value of the reporting unit (see Note 7). |
Leases | Leases In February 2016, the Financial Accounting Standard Board (“FASB”) established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02 (as amended), which requires lessees to recognize leases on the balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than twelve months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company has not entered into significant lease agreements in which it is the lessor. For the lease agreements in which the Company is the lessee, under Topic 842, lessees are required to recognize a lease liability and right-of-use asset for all leases (except for short-term leases) at the lease commencement date. Effective January 1, 2019, the Company adopted this guidance, applied the modified retrospective transition method and elected the transition option to use the effective date as the date of initial application. The Company recognized the cumulative effect of the transition adjustment on the consolidated balance sheet as of the effective date and did not provide any new lease disclosures for periods before the effective date. With respect to the practical expedients, the Company elected the package of transitional-related practical expedients and the practical expedient not to separate lease and non-lease components. |
Other Receivables | Other Receivables Other receivables totaling approximately $22,000 and $19,000 at December 31, 2020 and 2019, respectively include receivables from the non-acquired Lung Institute, LLC due to Lung Institute Tampa, LLC for approximately $3,000 and $10,000. Other receivables totaling approximately $19,000 and $9,000 include reimbursement receivables for expenses from RMS at December 31, 2020 and 2019, respectively. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with U.S. GAAP as outlined in the FASB ASC 606, Revenue From Contracts with Customers The Company uses a standard pricing model for the types of cellular therapy treatments that is offered to its patients. The transaction price accounts for medical, surgical, facility, and office services rendered by the Company for consented procedures and is recorded as revenue. The Company recognizes revenue when the terms of a contract with a patient are satisfied. The Company offers two types of cellular therapy treatments to their patients. 1) The first type of treatment includes medical services rendered typically over a two-day period in which the patient receives cellular therapy. For this treatment type, revenue is recognized in full at time of service. 2) The Company also offers a four-day treatment in which medical services are rendered typically over a two-day period and then again, approximately three months later, medical services are rendered for an additional two days of treatment. Payment is collected in full for both service periods at the time the first treatment is rendered. Revenue is recognized when services are performed based on the estimated standalone selling price of each service. The Company has deferred recognition of revenue amounting to approximately $634,000 and $1,046,000 at December 31, 2020 and 2019, respectively. The Company’s policy is to not offer refunds to patients. However, in limited instances the Company may make exceptions to this policy for extenuating circumstances. These instances are evaluated on a case-by-case basis and may result in a patient refund. Management performed an analysis of its customer refund history for refunds issued related to prior year’s revenue. Management used the results of this historical refund analysis to record a reserve for anticipated future refunds related to recognized revenue. At December 31, 2020 and 2019, the estimated allowance for refunds was approximately $77,000 and $63,000, respectively and is recorded in a contra revenue account. |
Research and Development Costs | Research and development costs Research and development expenses are recorded in operating expenses in the period in which they are incurred. |
Advertising | Advertising Advertising costs are recorded in operating expenses in the period in which they are incurred. |
Stock-based Compensation | Stock-Based Compensation The Company maintains a stock option incentive plan and accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation |
Net Loss Per Share | Net Loss Per Share Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares plus potentially dilutive common shares outstanding using the treasury stock method. Any potentially dilutive securities are antidilutive due to the Company’s net losses. |
Fair Value Measurements | Fair Value Measurements The Company measures certain non-financial assets, liabilities, and equity issuances at fair value on a non-recurring basis. These non-recurring valuations include evaluating assets such as long-lived assets and non-amortizing intangible assets for impairment; allocating value to assets in an acquired asset group; and applying accounting for business combinations. The Company classifies its stock warrants as either liability or equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” (ASC 480) and ASC 815, “Derivatives and Hedging” (ASC 815), depending on the specific terms of the warrant agreement. The Company uses the fair value measurement framework to value these assets and report the fair values in the periods in which they are recorded, adjusted above, or written down. The fair value measurement framework includes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair values in their broad levels. These levels from highest to lowest priority are as follows: ● Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; ● Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data; and ● Level 3: Unobservable inputs or valuation techniques that are used when little or no market data is available. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. The Company evaluates its financial liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. Although the Company believes that the recorded fair value of our financial instruments is appropriate at December 31, 2020, these fair values may not be indicative of net realizable value or reflective of future fair values. |
Business Acquisition (Tables)
Business Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of Consideration Transferred | The acquisition-date fair value of the consideration transferred is as follows: Common shares issued and outstanding 24,717,270 Common shares reserved for issuance upon conversion of the outstanding Series B Preferred Stock 2,312,500 Total Common shares 27,029,770 Closing price per share of MedoveX Common stock on January 8, 2019 $ 0.40 10,811,908 Fair value of outstanding warrants and options 2,220,000 Cash consideration to RMS (350,000 ) Total consideration $ 12,681,908 |
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition on January 8, 2019: Cash $ (302,710 ) Accounts receivable 145,757 Inventory 131,455 Prepaid expenses 46,153 Property and equipment 30,393 Other 2,751 Intangibles 3,680,000 Goodwill 12,564,401 Total assets acquired $ 16,298,200 Accounts payable and other accrued liabilities 1,645,399 Derivative liability 1,215,677 Interest-bearing liabilities and other 755,216 Net assets acquired $ 12,681,908 |
Schedule of Interest Bearing and Other Liabilities Assumed | Total interest-bearing liabilities and other liabilities assumed are as follows: Notes payable $ 99,017 Short-term convertible notes payable 598,119 Dividend payable 57,813 Deferred rent 267 Total interest-bearing and other liabilities $ 755,216 |
Schedule of Revenue and Net Loss Attributable to Acquisition | The following schedule represents the amount of revenue and net loss attributable to the MedoveX acquisition which have been included in the consolidated statements of operations for the periods subsequent to the acquisition date: For the Year Ended December 31, 2019 Revenues $ 67,631 Net loss attributable to MedoveX $ (4,754,680 ) |
Right-of-use Asset and Lease _2
Right-of-use Asset and Lease Liability (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense, included in other general and administrative expense, for the years ended December 31, 2020 and 2019, respectively, are as follows: December 31, 2020 December 31, 2019 Operating lease expense $ 548,622 $ 579,770 |
Schedule of Cash Paid for Amounts Included the Measurement of Lease Liabilities | Cash paid for amounts included in the measurement of lease liabilities for the years ended December 31, 2020 and 2019, respectively, are as follows: December 31, 2020 December 31, 2019 Operating cash flows from operating leases $ 548,622 $ 579,770 |
Schedule of Supplemental Balance Sheet and Other Information | Supplemental balance sheet and other information related to operating leases are as follows: December 31, 2020 December 31, 2019 Operating leases: Operating leases right-of-use assets $ 278,552 $ 738,453 Lease liability, current 139,189 453,734 Lease liability, net of current portion 157,050 302,175 Total operating lease liabilities $ 296,239 755,909 Weighted average remaining lease term 2.32 years 2.2 years Weighted average discount rate 10.31 % 7.75 % |
Schedule of Maturities of Lease Liabilities | Maturities of operating lease liabilities as of December 31, 2020 are as follows: December 31, 2020 Due in one year or less $ 154,559 Due after one year through two years 102,891 Due after two years through three years 69,333 Total lease payments 326,783 Less interest (30,544 ) Total $ 296,239 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net, consists of the following: Useful Life December 31, 2020 December 31, 2019 Furniture and fixtures 5-7 years $ 231,222 $ 231,222 Computers and software 3-7 years 246,323 244,039 Leasehold improvements 15 years 155,583 157,107 633,128 632,368 Less accumulated depreciation (493,953 ) (412,665 ) Total $ 139,175 $ 219,703 |
Equity Transactions (Tables)
Equity Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Summary of Stock Option Activity | The following is a summary of stock option activity for the years ending December 31, 2019 and December 31, 2020: Shares Weighted Average Exercise Price Weighted Average Remaining Term (Years) Outstanding at December 31, 2018 — — — Assumed with the RMS merger transaction 557,282 $ 2.78 6.06 Granted 250,000 0.40 9.02 Expired/Cancelled (382,282 ) 2.86 — Outstanding at December 31, 2019 425,000 $ 1.38 7.71 Granted — — — Expired/Cancelled (15,000 ) 1.35 — Outstanding and exercisable at December 31, 2020 410,000 $ 1.39 6.72 |
Derivative Liability - Warran_2
Derivative Liability - Warrants and Redemption Put (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value, Liabilities Measured On Recurring Basis | The following is a reconciliation of the beginning and ending balances for the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year ended December 31, 2020: Derivative Liability - Warrants Beginning balance as of December 31, 2018 $ — January 8, 2019 – date of dilutive financing 1,215,678 Exchange for common stock (72,563 ) Fair value adjustments (827,260 ) Balance at December 31, 2019 315,855 Series D Warrant reclass from equity to liability classification 509,764 Warrants issued with modification of Horne Management Notes 198,994 Warrants issued with April 17, 2020 financing 6,148,816 Fair value adjustments (2,986,853 ) Warrant reclassification from liability to equity classification (4,186,576 ) Balance at December 31, 2020 $ — Redemption Put Liability Beginning balance as of December 31, 2018 $ — November 15, 2019 – date of issuance 614,095 Fair value adjustments (346,696 ) Balance at December 31, 2019 $ 267,399 Issuance of Series D Convertible Preferred Stock 5,305 Fair value adjustments (272,704 ) Balance at December 31, 2020 $ — |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Summary of Warrant Activity | A summary of the Company’s warrant issuance activity and related information for the years ended December 31, 2020 and December 31, 2019: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Assumed as of the January 8, 2019 merger 12,108,743 $ 1.38 1.53 Exchanged (1,007,813 ) 0.40 — Expired (2,183,478 ) 2.73 — Issued 35,888,624 $ 0.73 5.36 Outstanding and exercisable at December 31, 2019 44,806,076 $ 0.78 4.59 Issued 369,617,896 0.01 10.05 Exercised (1,000,000 ) 0.01 — Total outstanding and exercisable at December 31, 2020 413,423,972 0.015 10.30 |
Schedule of Assumptions for Warrants | The fair value of all warrants issued are determined by using the Lattice and Black-Scholes valuation techniques (see note 12) and were assigned based on the relative fair value of both the common stock and the warrants issued. The inputs used in the Lattice and Black-Scholes valuation techniques (see note 12) to value each of the warrants as of their respective issue dates are as follows: Event Description Date Number of Warrants H-CYTE Stock Price Exercise Price of Warrant Grant Date Fair Value Life of Warrant Risk Free Rate of Return (%) Annualized Volatility Rate (%) Private placement 1/8/2019 5,000,000 $ 0.40 $ 0.75 $ 0.24 3 years 2.57 115.08 Antidilution provision (1) 1/8/2019 2,023,438 $ 0.40 $ 0.40 $ 0.28 3 years 2.57 115.08 Private placement 1/18/2019 6,000,000 $ 0.40 $ 0.75 $ 0.23 3 years 2.60 114.07 Private placement 1/25/2019 1,250,000 $ 0.59 $ 0.75 $ 0.38 3 years 2.43 113.72 Private placement 1/31/2019 437,500 $ 0.54 $ 0.75 $ 0.34 3 years 2.43 113.47 Private placement 2/7/2019 750,000 $ 0.57 $ 0.75 $ 0.36 3 years 2.46 113.23 Private placement 2/22/2019 375,000 $ 0.49 $ 0.75 $ 0.30 3 years 2.46 113.34 Private placement 3/1/2019 125,000 $ 0.52 $ 0.75 $ 0.33 3 years 2.54 113.42 Private placement 3/8/2019 150,000 $ 0.59 $ 0.75 $ 0.38 3 years 2.43 113.53 Private placement 3/11/2019 2,475,000 $ 0.61 $ 0.75 $ 0.40 3 years 2.45 113.62 Private placement 3/26/2019 500,000 $ 0.51 $ 0.75 $ 0.32 3 years 2.18 113.12 Private placement 3/28/2019 375,000 $ 0.51 $ 0.75 $ 0.31 3 years 2.18 112.79 Private placement 3/29/2019 62,500 $ 0.51 $ 0.75 $ 0.31 3 years 2.21 112.79 Private placement 4/4/2019 500,000 $ 0.48 $ 0.75 $ 0.29 3 years 2.29 112.77 Private placement 7/15/2019 200,000 $ 0.53 $ 1.00 $ 0.31 3 years 1.80 115.50 Convertible debt extension 9/18/2019 424,000 $ 0.40 $ 0.75 $ 0.25 3 years 1.72 122.04 Private placement of Series D Convertible Preferred Stock 11/15/2019 14,669,757 $ 0.28 $ 0.75 $ 0.19 10 years 1.84 89.75 Short-term note related party 11/26/2019 400,000 $ 0.20 $ 0.75 $ 0.13 3 years 1.58 144.36 Short-term note, related party 12/30/2019 171,429 $ 0.14 $ 0.75 $ 0.08 3 years 1.59 145.29 Short-term note, related party 1/13/2020 268,571 $ 0.12 $ 0.75 $ 0.07 3 years 1.60 145.76 Private placement of Series D Convertible Preferred Stock 1/17/2020 244,996 $ 0.15 $ 0.75 $ 0.13 10 years 1.84 144.30 Granted for bridge financing 4/8/2020 296,875 $ 0.05 $ 0.40 $ 0.02 3 years 0.34 131.82 Short-term note, related party conversion 4/17/2020 4,368,278 $ 0.05 $ 0.014 $ 0.05 10 years 0.65 100.64 Granted for bridge financing (2) 9/11/2020 364,439,176 $ 0.05 $ 0.014 $ 0.017 10 years 0.65 96.97 (1) (2) |
Mezzanine Equity and Series D_2
Mezzanine Equity and Series D Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Series D Convertible Preferred and Warrant Financing | Based upon the above accounting conclusions and the additional information provided below, the allocation of the proceeds arising from the Series D Preferred financing transaction is summarized in the table below: November 21, 2019 Series D Convertible Preferred and warrant financing: Proceeds Allocation Financing Cost Allocation Total Allocation Gross proceeds $ 6,000,000 $ — $ 6,000,000 Financing costs paid in cash — (111,983 ) (111,983 ) $ 6,000,000 $ (111,983 ) $ 5,888,017 Derivative Liability: Derivative Put Liability $ (614,095 ) $ — $ (614,095 ) Deferred Financing costs — 8,100 8,100 Redeemable preferred stock: Series D Convertible Preferred Stock (2,869,854 ) — (2,869,854 ) Financing costs (APIC) — 1,106 1,106 Financing costs (Retained Earnings) — 66,265 66,265 Beneficial Conversion Feature (623,045 ) — (623,045 ) Investor Warrants (equity classified): Proceeds allocation (1,893,006 ) — (1,893,006 ) Financing costs (APIC) — 36,512 36,512 $ (6,000,000 ) $ 111,983 $ (5,888,017 ) January 17, 2020 Series D Convertible Preferred and warrant financing: Proceeds Allocation Gross proceeds $ 100,000 Financing costs paid in cash — $ 100,000 Derivative Liability: Derivative Put Liability $ (5,305 ) Redeemable preferred stock: Series D Convertible Preferred Stock (62,793 ) Investor Warrants (equity classified): Proceeds allocation (31,902 ) $ (100,000 ) |
Schedule of Shares Outstanding | Mezzanine Equity Rollforward (Series D Convertible Preferred Stock) Balance at January 8, 2019 $ - Issuance of Series D Convertible Preferred Stock 2,869,853 Inception deemed dividend 3,130,147 Deemed dividend (8%) 60,493 Balance at December 31, 2019 6,060,493 Issuance of Series D Convertible Preferred Stock 62,793 Inception deemed dividend 37,207 Deemed dividend (8%) 277,719 Mandatory conversion of Series D Convertible Preferred Stock to Common Stock (6,438,212 ) Balance at December 31, 2020 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (benefit) | A reconciliation of the statutory federal income tax expense (benefit) to the effective tax is as follows for the years ended December 31: 2020 2019 Statutory rate – federal 21.0 % 21.0 % Effect of: State income tax, net of federal benefit 5.1 3.0 State NOL true-up (1.1 ) (2.0 ) Goodwill impairment - (9.0 ) Prior year true up 2.7 - Other permanent differences 3.0 (1.0 ) Change in valuation allowances (30.7 ) (13.0 ) Income taxes 0.0 % 0.0 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities consist of the following at December 31: 2020 2019 Deferred Tax Assets: Federal and state net operating loss carry forwards $ 9,512,596 $ 7,302,375 Capitalized start-up costs 2,210,392 2,483,736 Capitalized research and development costs 462,768 424,390 Patents 41,842 57,907 Share-based compensation 241,177 242,437 Other 112,376 25,405 Total gross deferred tax assets 12,581,151 10,536,250 Deferred Tax Liabilities Right-of-use asset (70,914 ) — Total gross deferred tax liabilities (70,914 ) — Valuation Allowance (12,510,237 ) (10,536,250 ) Net deferred tax assets $ — — |
Description of the Company (Det
Description of the Company (Details Narrative) | 12 Months Ended | |
Dec. 31, 2020 | Sep. 11, 2020 | |
FWHC, LLC [Member] | ||
Equity ownership percentage | 61.00% | |
Rion LLC [Member] | Product Supply Agreement [Member] | ||
Agreement term | 10 years |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for doubtful accounts | ||
Bad debt expenses | 6,000 | $ 90,137 |
Other receivables | 22,123 | 18,673 |
Deferred revenue recognition | 634,149 | 1,046,156 |
Deferred revenue | 634,000 | 1,046,000 |
Allowance for refunds | 77,000 | 63,000 |
Uncertain tax positions | ||
Lung Institute, LLC [Member] | ||
Other receivables | 3,000 | 10,000 |
Reimbursement receivable | $ 19,000 | $ 9,000 |
Liquidity, Going Concern and _2
Liquidity, Going Concern and Management's Plans (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Mar. 24, 2021 | |
Cash on hand | $ 1,640,645 | $ 1,424,096 | |
Net loss | (6,459,236) | (29,807,878) | |
Net cash used in operating activities | $ (7,257,743) | $ (12,291,275) | |
Subsequent Event [Member] | |||
Cash on hand | $ 436,000 |
Business Acquisition (Details N
Business Acquisition (Details Narrative) - USD ($) | Feb. 06, 2019 | Jan. 08, 2019 | Feb. 28, 2019 | Dec. 31, 2019 | Sep. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 11, 2020 |
Shares issued during period, value | $ 4,419,787 | |||||||
Cash excluded from purchase | $ 302,710 | |||||||
Interest payable | 755,216 | |||||||
Accounts payable | 1,645,399 | |||||||
Market capitalization | 10,811,908 | |||||||
Impairment charge | $ 2,944,000 | |||||||
Goodwill impairment charge | $ 12,564,000 | |||||||
Notes payable | $ 67,000 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Warrants to purchase common stock | 363,146,765 | |||||||
Number of shares issued on conversion | 250,000 | |||||||
Promissory Note [Member] | ||||||||
Debt maturity date | Mar. 1, 2021 | |||||||
Aggregate monthly installments amount | $ 5,800 | |||||||
Debt instrument interest rate | 5.00% | 5.00% | ||||||
Notes payable | 99,000 | $ 78,000 | 67,000 | $ 78,000 | ||||
Accrued interest | $ 3,000 | |||||||
Debt outstanding balance | 78,000 | 78,000 | ||||||
Promissory Note [Member] | COVID-19 [Member] | ||||||||
Accrued interest | $ 1,900 | |||||||
Convertible Notes [Member] | ||||||||
Notes payable | 350,000 | 350,000 | ||||||
Debt conversion price per share | $ 0.36 | $ 0.36 | ||||||
Number of shares issued on conversion | 251,667 | 1,875,000 | ||||||
Series C Preferred Stock [Member] | ||||||||
Number of additional exchange shares issued | 17,264 | |||||||
RMS [Member] | ||||||||
Common stock, par value | $ 33,700 | |||||||
RMS [Member] | Series C Preferred Stock [Member] | ||||||||
Number of shares issued for acquisition | 33,661 | |||||||
Asset Purchase Agreement [Member] | ||||||||
Common stock, shares outstanding | 24,500,000 | |||||||
Market capitalization | $ 9,800,000 | |||||||
Fair value of net assets | $ 8,400,000 | |||||||
Asset Purchase Agreement [Member] | RMS [Member] | ||||||||
Number of shares issued for acquisition | 33,661 | |||||||
Number of additional shares issued | 6,111 | |||||||
Number of shares issued for acquisition, value | $ 2,000,000 | |||||||
Number of shares converted | 1,000 | |||||||
Percentage of voting interest acquired | 55.00% | |||||||
Shares issued during period, value | $ 5,650,000 | |||||||
Number of additional exchange shares issued | 17,264 | |||||||
Cash excluded from purchase | $ 70,000 | |||||||
Convertible debt to a related party | 4,300,000 | |||||||
Interest payable | 158,000 | |||||||
Short-term notes, related party | 180,000 | |||||||
Accounts payable | 398,000 | |||||||
Other current liabilities | $ 285,000 | |||||||
Asset Purchase Agreement [Member] | RMS [Member] | Series C Preferred Stock [Member] | ||||||||
Number of shares issued for acquisition | 39,772 | |||||||
Number of additional shares issued | 11,153 | |||||||
Number of shares converted | 17,263,889 | |||||||
Securities Purchase Agreement [Member] | ||||||||
Debt outstanding balance | $ 750,000 | $ 750,000 | ||||||
Number of unites issued | 15 | |||||||
Debt conversion price per share | $ 0.40 | $ 0.40 | $ 0.40 | |||||
Proceeds from sale of convertible note and equity | $ 750,000 | |||||||
Warrants to purchase common stock | 1,875,000 | 1,875,000 | ||||||
Number of shares issued on conversion | 1,875,000 | |||||||
Proceeds from notes | $ 505,000 | |||||||
Proceeds from warrants | 245,000 | |||||||
Fair value of notes payable | $ 598,000 | $ 598,000 | ||||||
Securities Purchase Agreement [Member] | Convertible Notes [Member] | ||||||||
Debt instrument interest rate | 12.00% | |||||||
Number of unites issued | 1,000,000 | |||||||
Purchase price per unit | $ 50,000 | |||||||
Debt conversion description | Each Unit consisted of (i) a 12% senior secured convertible note, initially convertible into shares of the Company's common stock, par value $0.001 per share, at a conversion price equal to the lesser of $0.40 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of equity and/or debt securities completed by the Company following this offering of Units, and (ii) a three-year warrant to purchase such number of shares of the Company's common stock equal to one hundred percent (100%) of the number of shares of common stock issuable upon conversion of the notes at $0.40. The warrants are exercisable at a price equal to the lesser of $0.75 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of the debt and/or equity securities completed by the Company following the issuance of warrants. As a result of the price adjustment feature, the conversion price of the convertible notes was adjusted to $0.36 per share. | |||||||
Common stock, par value | $ 0.001 | |||||||
Debt conversion price per share | $ 0.40 | |||||||
Warrants term | 3 years | |||||||
Warrants exercise price, per share | $ 0.75 | |||||||
Conversion price description | As a result of the price adjustment feature, the conversion price of the convertible notes was adjusted to $0.36 per share. |
Business Acquisition - Schedule
Business Acquisition - Schedule of Fair Value of Consideration Transferred (Details) | Jan. 08, 2019USD ($)$ / sharesshares |
Business Combinations [Abstract] | |
Common shares issued and outstanding | shares | 24,717,270 |
Common shares reserved for issuance upon conversion of the outstanding Series B Preferred Stock | shares | 2,312,500 |
Total Common shares | shares | 27,029,770 |
Closing price per share of MedoveX Common stock on January 8, 2019 | $ / shares | $ 0.40 |
Value of common shares | $ 10,811,908 |
Fair value of outstanding warrants and options | 2,220,000 |
Cash consideration to RMS | (350,000) |
Total consideration | $ 12,681,908 |
Business Acquisition - Schedu_2
Business Acquisition - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) | Jan. 08, 2019USD ($) |
Business Combinations [Abstract] | |
Cash | $ (302,710) |
Accounts receivable | 145,757 |
Inventory | 131,455 |
Prepaid expenses | 46,153 |
Property and equipment | 30,393 |
Other | 2,751 |
Intangibles | 3,680,000 |
Goodwill | 12,564,401 |
Total assets acquired | 16,298,200 |
Accounts payable and other accrued liabilities | 1,645,399 |
Derivative liability | 1,215,677 |
Interest-bearing liabilities and other | 755,216 |
Net assets acquired | $ 12,681,908 |
Business Acquisition - Schedu_3
Business Acquisition - Schedule of Interest Bearing and Other Liabilities Assumed (Details) | Jan. 08, 2019USD ($) |
Total interest-bearing and other liabilities | $ 755,216 |
Notes Payable [Member] | |
Total interest-bearing and other liabilities | 99,017 |
Short-term Convertible Notes Payable [Member] | |
Total interest-bearing and other liabilities | 598,119 |
Dividend Payable [Member] | |
Total interest-bearing and other liabilities | 57,813 |
Deferred Rent [Member] | |
Total interest-bearing and other liabilities | $ 267 |
Business Acquisition - Schedu_4
Business Acquisition - Schedule of Revenue and Net Loss Attributable to Acquisition (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | $ 2,150,672 | $ 8,346,858 |
Net loss attributable to MedoveX | $ (6,459,236) | (29,807,878) |
Medovex Corp [Member] | ||
Revenues | 67,631 | |
Net loss attributable to MedoveX | $ (4,754,680) |
Right-of-use Asset and Lease _3
Right-of-use Asset and Lease Liability (Details Narrative) - USD ($) | Apr. 01, 2021 | Nov. 02, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Current lease liabilities | $ 139,189 | $ 453,734 | ||
Long-term lease liabilities | 157,050 | 302,175 | ||
ROU assets | 278,552 | 738,453 | ||
Operating lease expense | $ 548,622 | $ 579,770 | ||
Lease, description | Each location has its own expiration date ranging from April 30, 2020 to August 31, 2023. The Company did not renew the leases in Dallas, TX, Pittsburgh, PA, and Atlanta, GA as those leases all expired in 2020. The Company does not intend on renewing its corporate office space lease in Tampa, FL which expires on March 31, 2021 but will renew the Tampa, FL lease for the LHI clinic. | |||
Nashville, TN [Member] | ||||
Short-term lease, cost | $ 73,750 | |||
Lease, description | Maturity date of October 31, 2021 | |||
Tampa, FL [Member] | Forecast [Member] | ||||
Short-term lease commitment, amount | $ 71,775 | |||
Lease, description | Maturity date of March 31, 2022. | |||
Accounting Standards Update (ASU) No. 2016-02 [Member] | ||||
Current lease liabilities | $ 475,000 | |||
Long-term lease liabilities | 713,000 | |||
ROU assets | $ 1,167,000 |
Right-of-use Asset and Lease _4
Right-of-use Asset and Lease Liability - Schedule of Components of Lease Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease expense | $ 548,622 | $ 579,770 |
Right-of-use Asset and Lease _5
Right-of-use Asset and Lease Liability - Schedule of Cash Paid for Amounts Included the Measurement of Lease Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 548,622 | $ 579,770 |
Right-of-use Asset and Lease _6
Right-of-use Asset and Lease Liability - Schedule of Supplemental Balance Sheet and Other Information (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating leases: Operating leases right-of-use assets | $ 278,552 | $ 738,453 |
Operating leases: Lease liability, current | 139,189 | 453,734 |
Operating leases: Lease liability, net of current portion | 157,050 | $ 302,175 |
Total operating lease liabilities | $ 296,239 | |
Weighted average remaining lease term | 2 years 3 months 26 days | 2 years 2 months 12 days |
Weighted average discount rate | 10.31% | 7.75% |
Right-of-use Asset and Lease _7
Right-of-use Asset and Lease Liability - Schedule of Maturities of Lease Liabilities (Details) | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
Operating leases: Due in one year or less | $ 154,559 |
Operating leases: Due after one year through two years | 102,891 |
Operating leases: Due after two years through three years | 69,333 |
Operating leases: Total lease payments | 326,783 |
Operating leases: Less interest | (30,544) |
Total | $ 296,239 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 81,000 | $ 98,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property and equipment | $ 633,128 | $ 632,368 |
Less: accumulated depreciation | (493,953) | (412,665) |
Property and Equipment, net | 139,175 | 219,703 |
Furniture and Fixtures [Member] | ||
Property and equipment | $ 231,222 | 231,222 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Useful Life | 5 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Useful Life | 7 years | |
Computers and Software [Member] | ||
Property and equipment | $ 246,323 | 244,039 |
Computers and Software [Member] | Minimum [Member] | ||
Useful Life | 3 years | |
Computers and Software [Member] | Maximum [Member] | ||
Useful Life | 7 years | |
Leasehold Improvements [Member] | ||
Useful Life | 15 years | |
Property and equipment | $ 155,583 | $ 157,107 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Details Narrative) | 3 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Accumulated amortization | $ 736,000 |
Non-cash charge of impair the carrying value oftechnology related intangible | 2,944,000 |
Loss on impairment | $ 12,564,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Oct. 02, 2020 | Sep. 11, 2020 | Jul. 28, 2020 | Jun. 02, 2020 | Mar. 25, 2020 | Nov. 13, 2019 | Oct. 28, 2019 | Sep. 26, 2019 | Feb. 01, 2019 | Apr. 30, 2020 | Jan. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 26, 2019 | Jul. 25, 2019 | Feb. 15, 2019 |
Warrants to purchase common stock | 363,146,765 | ||||||||||||||||
Gain on debt extinguishment | $ 1,300,088 | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Conversion of stock, shares issued | 117,362,143 | ||||||||||||||||
Loan One [Member] | |||||||||||||||||
Loans payable | $ 900,000 | ||||||||||||||||
Debt instrument interest rate | 5.50% | ||||||||||||||||
Loan Two [Member] | |||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||
Advance was repaid | $ 350,000 | ||||||||||||||||
Debt, maturity date | Mar. 26, 2020 | ||||||||||||||||
Increase in interest rate | 15.00% | ||||||||||||||||
Loan Three [Member] | |||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||
Advance was repaid | $ 150,000 | ||||||||||||||||
Debt, maturity date | Apr. 28, 2020 | ||||||||||||||||
Increase in interest rate | 15.00% | ||||||||||||||||
Loan Four [Member] | |||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||
Advance was repaid | $ 235,000 | ||||||||||||||||
Debt, maturity date | May 13, 2020 | ||||||||||||||||
Increase in interest rate | 15.00% | ||||||||||||||||
Promissory Notes from April 2020 [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Conversion of stock, shares issued | 123,031,819 | ||||||||||||||||
April Secured Note [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Conversion of stock, shares issued | 75,162,429 | ||||||||||||||||
Hawes Notes [Member ] | Series A Preferred Stock [Member] | |||||||||||||||||
Conversion of stock, shares issued | 35,860,079 | ||||||||||||||||
Raymond Monteleone [Member] | |||||||||||||||||
Officers compensation | 93,000 | 125,000 | |||||||||||||||
Michael Yurkowsky [Member] | |||||||||||||||||
Officers compensation | 12,500 | 5,000 | |||||||||||||||
Bill Horne [Member] | |||||||||||||||||
Salary reduction per month | $ 0 | ||||||||||||||||
Officers compensation | $ 12,500 | ||||||||||||||||
Salary increase per month | $ 20,833 | ||||||||||||||||
Deferred salary and compensation | $ 108,000 | ||||||||||||||||
Lender [Member] | Loan Two [Member] | |||||||||||||||||
Warrants term | 3 years | ||||||||||||||||
Warrants to purchase common stock | 400,000 | ||||||||||||||||
Warrants exercise price, per share | $ 0.75 | ||||||||||||||||
Lender [Member] | Loan Three [Member] | |||||||||||||||||
Warrants term | 3 years | ||||||||||||||||
Warrants to purchase common stock | 171,429 | ||||||||||||||||
Warrants exercise price, per share | $ 0.75 | ||||||||||||||||
Lender [Member] | Loan Four [Member] | |||||||||||||||||
Warrants term | 3 years | ||||||||||||||||
Warrants to purchase common stock | 268,571 | ||||||||||||||||
Warrants exercise price, per share | $ 0.75 | ||||||||||||||||
Horne Management, LLC [Member] | Former CEO [Member] | Four Loans [Member] | |||||||||||||||||
Related party notes payable | 1,635,000 | ||||||||||||||||
FWHC HOLDINGS, LLC [Member] | |||||||||||||||||
Warrants term | 10 years | ||||||||||||||||
Warrants exercise price, per share | $ 0.014 | ||||||||||||||||
Percentage of fully diluted shares owned | 61.00% | ||||||||||||||||
Warrants issued | 273,356,676 | ||||||||||||||||
FWHC HOLDINGS, LLC [Member] | Series D Convertible Preferred Stock [Member] | |||||||||||||||||
Conversion of stock, shares issued | 15,518,111 | ||||||||||||||||
Oral Consulting Agreement [Member] | |||||||||||||||||
Advisory service fee | $ 5,000 | ||||||||||||||||
Audit fees | $ 2,500 | ||||||||||||||||
Oral Consulting Agreement [Member] | Michael Yurkowsky [Member] | |||||||||||||||||
Officers compensation | $ 4,167 | ||||||||||||||||
Oral Consulting Agreement [Member] | Mr.Raymond Monteleone [Member] | |||||||||||||||||
Advisory service fee | $ 10,000 | ||||||||||||||||
Audit fees | $ 5,000 | ||||||||||||||||
Oral Consulting Agreement [Member] | St. Louis Family Office, LLC [Member] | Jimmy St. Louis [Member] | |||||||||||||||||
Advisory service fee | $ 10,000 | ||||||||||||||||
Audit fees | 68,000 | ||||||||||||||||
Consulting Agreement [Member] | Strategos Public Affairs, LLC [Member] | |||||||||||||||||
Audit fees | 7,500 | ||||||||||||||||
Compensation expenses | 15,000 | $ 71,000 | |||||||||||||||
Monthly fee | 7,500 | $ 4,500 | |||||||||||||||
April Offering [Member] | Bill Horne [Member] | |||||||||||||||||
Gain on debt extinguishment | $ 1,300,000 | ||||||||||||||||
April Offering [Member] | Bill Horne [Member] | Warrants [Member] | |||||||||||||||||
Extinguished shares | 4,368,278 | ||||||||||||||||
April Offering [Member] | Bill Horne [Member] | Common Stock [Member] | |||||||||||||||||
Extinguished shares | 4,368,278 |
Equity Transactions (Details Na
Equity Transactions (Details Narrative) - USD ($) | Sep. 24, 2020 | Sep. 11, 2020 | Jul. 29, 2020 | Jul. 28, 2020 | Jul. 28, 2020 | Apr. 30, 2020 | Apr. 23, 2020 | Nov. 21, 2019 | Apr. 25, 2019 | Feb. 06, 2019 | Jan. 08, 2019 | Feb. 29, 2020 | Aug. 31, 2019 | Mar. 31, 2019 | Feb. 28, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | Apr. 05, 2019 |
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||
Additional paid-in capital | $ 42,515,999 | $ 28,172,146 | ||||||||||||||||||
Accumulated deficit | (43,858,974) | (37,362,531) | ||||||||||||||||||
Non-controlling interest | (370,132) | (370,132) | ||||||||||||||||||
Share issued price per share | $ 0.40 | $ 0.40 | ||||||||||||||||||
Shares issued during period, value | 4,419,787 | |||||||||||||||||||
Debt conversion of common stock shares | 250,000 | |||||||||||||||||||
Number of shares issued for consulting fees | 130,085 | |||||||||||||||||||
Number of shares issued for consulting fees, value | $ 52,033 | |||||||||||||||||||
Value of shares issued for services | 35,000 | 95,533 | ||||||||||||||||||
Warrants to purchase common stock | 363,146,765 | |||||||||||||||||||
Authorized shares, description | The Company filed its Second Amended and Restated Certificate of Incorporation (the "Amended COI"). The Amended COI provides for the issuance of up 1,600,000,000 shares of Common Stock and 1,000,000,000 shares of Preferred Stock, of which 800,000,000 shares are designated as Series A Preferred Stock and eliminates the previously authorized classes of preferred stock. The Amended COI also delineates the rights of the Series A Preferred Stock. | |||||||||||||||||||
Management fee | 0 | 0 | ||||||||||||||||||
LilyCon Investments, LLC [Member] | ||||||||||||||||||||
Share issued price per share | $ 0.32 | |||||||||||||||||||
Number of shares issued for services | 109,375 | |||||||||||||||||||
Value of shares issued for services | $ 35,000 | |||||||||||||||||||
Home Management LLC [Member] | ||||||||||||||||||||
Debt instrument face amount | $ 1,717,000 | |||||||||||||||||||
Debt conversion of common stock shares | 4,368,278 | |||||||||||||||||||
Debt conversion price per share | $ 0.014 | |||||||||||||||||||
Warrant term | 10 years | |||||||||||||||||||
Warrants exercise price, per share | $ 0.05 | |||||||||||||||||||
FWHC HOLDINGS, LLC [Member] | ||||||||||||||||||||
Warrant term | 10 years | |||||||||||||||||||
Warrants exercise price, per share | $ 0.014 | |||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Shares issued during period, value | $ 5,650,000 | |||||||||||||||||||
Convertible Note [Member] | ||||||||||||||||||||
Debt instrument face amount | 750,000 | |||||||||||||||||||
Fair value of notes payable | 598,000 | |||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||
Debt instrument face amount | 78,000 | |||||||||||||||||||
Promissory Notes from April 2020 [Member] | FWHC HOLDINGS, LLC [Member] | ||||||||||||||||||||
Number of shares converted | 123,031,819 | |||||||||||||||||||
Hawes Notes [Member ] | FWHC HOLDINGS, LLC [Member] | ||||||||||||||||||||
Number of shares converted | 35,860,079 | |||||||||||||||||||
Consultants [Member] | ||||||||||||||||||||
Share issued price per share | $ 0.29 | |||||||||||||||||||
Number of shares issued for services | 150,000 | |||||||||||||||||||
Value of shares issued for services | 43,500 | |||||||||||||||||||
Warrant Holder [Member] | ||||||||||||||||||||
Warrants to purchase common stock | 1,000,000 | |||||||||||||||||||
Former CEO [Member] | Restricted Stock Award [Member] | ||||||||||||||||||||
Compensation expense | $ 1,000 | 95,000 | ||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||
Debt instrument face amount | $ 750,000 | |||||||||||||||||||
Debt conversion of common stock shares | 1,875,000 | |||||||||||||||||||
Warrants to purchase common stock | 1,875,000 | |||||||||||||||||||
Debt conversion price per share | $ 0.40 | $ 0.40 | ||||||||||||||||||
Number of common stock shares sold | 15 | |||||||||||||||||||
Fair value of notes payable | $ 598,000 | |||||||||||||||||||
Securities Purchase Agreement [Member] | FWHC HOLDINGS, LLC [Member] | ||||||||||||||||||||
Stock issued during period new issue shares | 146,998 | |||||||||||||||||||
Beneficial conversion feature | $ 623,000 | |||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Note [Member] | ||||||||||||||||||||
Cancellation of debt | $ 100,000 | |||||||||||||||||||
Debt conversion of common stock shares | 250,000 | |||||||||||||||||||
Debt conversion price per share | $ 0.40 | |||||||||||||||||||
Debt instrument converted value | $ 100,000 | |||||||||||||||||||
Securities Purchase Agreement [Member] | Four Purchasers [Member] | ||||||||||||||||||||
Debt instrument face amount | $ 2,000,000 | |||||||||||||||||||
Proceeds from debt | 1,800,000 | |||||||||||||||||||
Cancellation of debt | 200,000 | |||||||||||||||||||
Proceeds from offering | 8,000,000 | |||||||||||||||||||
Securities Purchase Agreement [Member] | Four Purchasers [Member] | Convertible Note [Member] | ||||||||||||||||||||
Debt instrument face amount | $ 50,000 | |||||||||||||||||||
Share issued price per share | $ 0.75 | |||||||||||||||||||
Securities Purchase Agreement [Member] | Additional Purchasers [Member] | ||||||||||||||||||||
Aggregate amount of capital raised | $ 7,000,000 | |||||||||||||||||||
Employment Agreement [Member] | Mr. William Horne [Member] | ||||||||||||||||||||
Share issued price per share | $ 0.40 | |||||||||||||||||||
Shares issued during period, value | $ 4,225,634 | |||||||||||||||||||
Vested percentage | 100.00% | |||||||||||||||||||
Compensation expense | $ 1,690,000 | |||||||||||||||||||
Number of options to purchase shares of common stock | 4,475,634 | |||||||||||||||||||
Percentage for common stock outstanding | 7.00% | |||||||||||||||||||
Number of options to purchase shares of common stock | | 4,475,634 | |||||||||||||||||||
Employment Agreement [Member] | Former CEO [Member] | Stock Option [Member] | ||||||||||||||||||||
Number of options to purchase shares of common stock | 250,000 | |||||||||||||||||||
Number of options to purchase shares of common stock | | 250,000 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Number of shares converted | 17,263,889 | |||||||||||||||||||
Shares issued during period, value | $ 17,700 | |||||||||||||||||||
Number of shares issued for services | 109,375 | 280,085 | ||||||||||||||||||
Value of shares issued for services | $ 109 | $ 280 | ||||||||||||||||||
Stock issued during period new issue shares | 17,700,000 | |||||||||||||||||||
Potentially anti-dilutive, share | 410,000 | 425,000 | ||||||||||||||||||
Series B Warrant Holders [Member] | ||||||||||||||||||||
Share issued price per share | $ 0.40 | |||||||||||||||||||
Shares issued during period, value | $ 73,000 | |||||||||||||||||||
Warrants to purchase common stock | 1,007,813 | |||||||||||||||||||
Fair value of warrants | $ 75,000 | |||||||||||||||||||
Stock issued during period new issue shares | 403,125 | |||||||||||||||||||
Series B and Series D Preferred Stock [Member] | ||||||||||||||||||||
Debt conversion of common stock shares | 17,893,076 | |||||||||||||||||||
Warrants [Member] | ||||||||||||||||||||
Warrants to purchase common stock | 387,126,145 | |||||||||||||||||||
Warrants exercise price, per share | $ 0.016 | $ 0.016 | $ 0.016 | |||||||||||||||||
Potentially anti-dilutive, share | 23,937,765 | 44,806,076 | ||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||
Number of shares issued for acquisition | 15,235,381 | 218,285,024 | ||||||||||||||||||
Stock issuance costs | $ 320,000 | |||||||||||||||||||
Share issued price per share | $ 0.014 | |||||||||||||||||||
Shares issued during period, value | $ 3,055,985 | |||||||||||||||||||
Series A Preferred Stock [Member] | Purchasers [Member] | ||||||||||||||||||||
Number of shares issued for acquisition | 203,049,643 | |||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||
Number of additional exchange shares issued | 17,264 | |||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||
Number of shares converted | 715,279 | |||||||||||||||||||
Value of converted shares | $ 2,650 | |||||||||||||||||||
Beneficial conversion feature | $ 33,000 | |||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||
Preferred stock, shares outstanding | 0 | 6,100 | ||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Accrued Dividends [Member] | ||||||||||||||||||||
Number of shares converted | 50,367 | |||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||
Debt conversion price per share | $ 0.36 | |||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||
Number of shares converted | 4,020,031 | |||||||||||||||||||
Share issued price per share | $ 0.014 | |||||||||||||||||||
Stock issued during period new issue shares | 15,235,381 | |||||||||||||||||||
Common stock conversion ratio | Common stock at a 1:1 ratio | |||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||
Preferred stock, shares outstanding | 538,109,409 | 0 | ||||||||||||||||||
Preferred stock conversion terms | The Company issued 538,109,409 shares of Series A Preferred Stock which converts on a 1:1 ratio to common stock and would be considered dilutive upon conversion. | |||||||||||||||||||
Series A Preferred Stock [Member] | Promissory Note [Member] | ||||||||||||||||||||
Stock issued during period new issue shares | 323,844,416 | 323,844,416 | ||||||||||||||||||
Principal amount and accrued interest | $ 4,483,617 | |||||||||||||||||||
Series A Preferred Stock [Member] | Promissory Notes from April 2020 [Member] | FWHC HOLDINGS, LLC [Member] | ||||||||||||||||||||
Number of shares converted | 123,031,819 | |||||||||||||||||||
Series A Preferred Stock [Member] | April Secured Notes [Member] | FWHC HOLDINGS, LLC [Member] | ||||||||||||||||||||
Number of shares converted | 75,162,429 | |||||||||||||||||||
Series A Preferred Stock [Member] | Hawes Notes [Member ] | ||||||||||||||||||||
Number of shares converted | 35,860,079 | |||||||||||||||||||
Series A Preferred Stock [Member] | Outstanding Promissory Notes [Member] | ||||||||||||||||||||
Stock issued during period new issue shares | 323,844,416 | |||||||||||||||||||
Principal amount and accrued interest | $ 4,483,617 | |||||||||||||||||||
Series A Preferred Stock [Member] | Purchasers [Member] | ||||||||||||||||||||
Stock issued during period new issue shares | 203,049,643 | |||||||||||||||||||
Proceeds from offering | $ 3,055,985 | |||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||
Number of shares converted | 715,279 | |||||||||||||||||||
Number of common stock shares sold | 9,250 | |||||||||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Accrued Dividends [Member] | ||||||||||||||||||||
Number of shares converted | 2,650 | |||||||||||||||||||
Series B and Series D Convertible Preferred Stock [Member] | ||||||||||||||||||||
Number of shares converted | 17,893,076 | |||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||
Preferred stock, shares outstanding | ||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||
Preferred stock, shares outstanding | ||||||||||||||||||||
RMS [Member] | ||||||||||||||||||||
Common stock, par value | $ 33,700 | |||||||||||||||||||
Additional paid-in capital | $ 3,566,000 | |||||||||||||||||||
Accumulated deficit | 9,296,000 | |||||||||||||||||||
Non-controlling interest | $ 370,000 | |||||||||||||||||||
RMS [Member] | Common Stock [Member] | ||||||||||||||||||||
Number of shares converted | 33,661,000 | |||||||||||||||||||
RMS [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||
Number of shares issued for acquisition | 33,661 |
Equity Transactions - Summary o
Equity Transactions - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Number of Shares Options Outstanding Beginning Balance | 425,000 | |
Number of Shares Options, Assumed with the RMS merger transaction | 557,282 | |
Number of Options Granted | 250,000 | |
Number of Options Expired/Cancelled | (15,000) | (382,282) |
Number of Shares Options Outstanding Ending Balance | 410,000 | 425,000 |
Number of Shares Options Outstanding and exercisable Ending Balance | 410,000 | |
Weighted Average Exercise Price Outstanding Beginning Balance | $ 1.38 | |
Weighted Average Exercise Price, Assumed with the RMS merger transaction | 2.78 | |
Weighted Average Exercise Price Granted | 0.40 | |
Weighted Average Exercise Price Expired/ Cancelled | 1.35 | 2.86 |
Weighted Average Exercise Price Outstanding and exercisable Ending Balance | $ 1.39 | $ 1.38 |
Weighted Average Remaining Term (years) Outstanding, Beginning | 7 years 8 months 16 days | 0 years |
Weighted Average Remaining Term (years) Assumed with the RMS merger transaction | 0 years | 6 years 22 days |
Weighted Average Remaining Term (years) Granted | 0 years | 9 years 3 months 8 days |
Weighted Average Remaining Term (years) Outstanding, Ending | 0 years | 7 years 8 months 16 days |
Weighted Average Remaining Term (years) Outstanding and exercisable Ending | 6 years 11 months 23 days |
Commitments & Contingencies (De
Commitments & Contingencies (Details Narrative) | Jan. 02, 2021USD ($) | Jun. 15, 2020USD ($) | Mar. 31, 2020USD ($) | Feb. 29, 2020$ / sharesshares | Oct. 09, 2019USD ($) | Aug. 29, 2019$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019EUR (€) | Mar. 31, 2019$ / shares |
Stock per share | $ / shares | $ 0.40 | |||||||||
Professional average fee | $ 20,000 | |||||||||
Increase in professional average fee percentage | 5.00% | |||||||||
Guarantor obligations | $ 36,000 | $ 141,000 | ||||||||
Research and development expense | 1,152,065 | 106,214 | ||||||||
Subsequent Event [Member] | ||||||||||
Monthly fees | $ 22,500 | |||||||||
LilyCon Investments, LLC [Member] | ||||||||||
Stock per share | $ / shares | $ 0.32 | |||||||||
Rion LLC [Member] | ||||||||||
Research and development expense | 1,150,000 | 0 | ||||||||
Consulting Agreements [Member] | ||||||||||
Stock issued during period new issue shares | shares | 62,500 | |||||||||
Stock per share | $ / shares | $ 0.29 | |||||||||
Total incurred expense | 10,000 | 83,000 | ||||||||
Consulting Agreements [Member] | Jesse Crowne [Member] | ||||||||||
Consulting fees | 5,000 | |||||||||
Consulting Agreement [Member] | LilyCon Investments, LLC [Member] | ||||||||||
Consulting fees | 12,500 | |||||||||
Stock issued during period new issue shares | shares | 35,000 | |||||||||
Stock per share | $ / shares | $ 0.31 | |||||||||
Signing bonus | $ 15,000 | |||||||||
Agreement, description | The agreement also provides LilyCon Investments with $35,000 in stock (to be calculated using an annual variable weighted average price from February 2019 through January 2020) to be granted on the one-year anniversary of this agreement, if the agreement has not been terminated prior to that date. | The agreement also provides LilyCon Investments with $35,000 in stock (to be calculated using an annual variable weighted average price from February 2019 through January 2020) to be granted on the one-year anniversary of this agreement, if the agreement has not been terminated prior to that date. | ||||||||
Compensation expenses | 65,000 | $ 153,000 | ||||||||
Total number of shares issued | shares | 106,061 | |||||||||
Monthly fees | $ 5,000 | |||||||||
Agreement maturity date | Apr. 1, 2020 | |||||||||
Consulting Agreement [Member] | Goldin Solutions [Member] | ||||||||||
Total incurred expense | 99,000 | 162,000 | ||||||||
Monthly fees | $ 34,650 | |||||||||
Agreement maturity date | Mar. 31, 2020 | Mar. 31, 2020 | ||||||||
Consulting Agreement [Member] | Goldin Solutions [Member] | Plus Expenses Payable Each Month [Member] | ||||||||||
Monthly fees | $ 34,650 | |||||||||
Consulting Agreement [Member] | Goldin Solutions [Member] | First Month Discount [Member] | ||||||||||
Monthly fees | 12,600 | |||||||||
Distribution Center and Logistic Services Agreement [Member] | ||||||||||
Total incurred expense | $ 56,000 | 49,000 | ||||||||
Monthly fees | 5,050 | |||||||||
Distribution Center and Logistic Services Agreement [Member] | Minimum [Member] | ||||||||||
Monthly fees | 2,300 | |||||||||
Distribution Center and Logistic Services Agreement [Member] | Maximum [Member] | ||||||||||
Monthly fees | $ 8,300 | |||||||||
Distribution Center and Logistic Services Agreement [Member] | EURO [Member] | ||||||||||
Monthly fees | € | € 4,500 | |||||||||
Distribution Center and Logistic Services Agreement [Member] | EURO [Member] | Minimum [Member] | ||||||||||
Monthly fees | € | 1,900 | |||||||||
Distribution Center and Logistic Services Agreement [Member] | EURO [Member] | Maximum [Member] | ||||||||||
Monthly fees | € | € 6,900 | |||||||||
Rion Agreement [Member] | Rion LLC [Member] | ||||||||||
Expenses incurred upon achievement of milestones | $ 350,000 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Sep. 24, 2020 | Sep. 11, 2020 | Apr. 30, 2020 | Apr. 29, 2020 | Apr. 23, 2020 | Nov. 21, 2019 | Feb. 06, 2019 | Feb. 28, 2019 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 09, 2020 | Mar. 27, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Jan. 08, 2019 | Sep. 30, 2018 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Debt conversion of common stock shares | 250,000 | ||||||||||||||||||
Notes payable | $ 67,000 | $ 67,000 | |||||||||||||||||
Interest expense | 1,462,750 | $ 299,331 | |||||||||||||||||
Fair value of warrants | (2,986,854) | (827,260) | |||||||||||||||||
Gain on extinguishment of debt | $ 1,300,088 | ||||||||||||||||||
Share issued price per share | $ 0.40 | ||||||||||||||||||
Warrants [Member] | |||||||||||||||||||
Warrants exercise price, per share | $ 0.016 | $ 0.016 | $ 0.016 | $ 0.016 | $ 0.016 | ||||||||||||||
Number of warrants issued | 840,000 | 840,000 | |||||||||||||||||
Preferred Series B Stock [Member] | |||||||||||||||||||
Stock issued during period new issue shares | |||||||||||||||||||
Home Management LLC [Member] | |||||||||||||||||||
Market value of common stock | $ 0.014 | ||||||||||||||||||
Warrant term | 10 years | ||||||||||||||||||
Warrants exercise price, per share | $ 0.05 | ||||||||||||||||||
Debt conversion of common stock shares | 4,368,278 | ||||||||||||||||||
Debt principal amount | $ 1,717,000 | ||||||||||||||||||
Fair value of common stock | 218,000 | ||||||||||||||||||
Fair value of warrants | 199,000 | ||||||||||||||||||
Gain on extinguishment of debt | $ 1,300,000 | ||||||||||||||||||
FWHC HOLDINGS, LLC [Member] | |||||||||||||||||||
Warrant term | 10 years | ||||||||||||||||||
Warrants exercise price, per share | $ 0.014 | ||||||||||||||||||
Consisting of Four Loans [Member] | Home Management LLC [Member] | March 31, 2020 and December 31, 2019 [Member] | |||||||||||||||||||
Notes payable | $ 1,635,000 | $ 1,635,000 | |||||||||||||||||
Consisting of Four Loans [Member] | Home Management LLC [Member] | March 31, 2020 and December 31, 2019 [Member] | Minimum [Member] | |||||||||||||||||||
Debt, maturity date | Mar. 26, 2020 | ||||||||||||||||||
Debt instrument interest rate | 5.50% | 5.50% | |||||||||||||||||
Consisting of Four Loans [Member] | Home Management LLC [Member] | March 31, 2020 and December 31, 2019 [Member] | Maximum [Member] | |||||||||||||||||||
Debt, maturity date | May 13, 2020 | ||||||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | |||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||
Share issued price per share | $ 0.014 | ||||||||||||||||||
Stock issued during period new issue shares | 15,235,381 | ||||||||||||||||||
Number of shares converted | 4,020,031 | ||||||||||||||||||
William E. Horne [Member] | Home Management LLC [Member] | |||||||||||||||||||
Debt interest rate description | The loans bore interest rates ranging from 5.5% to 12%, in some cases increasing to 15% if not paid by the respective maturity date ranging from March 26, 2020 to May 13, 2020. | ||||||||||||||||||
Investor [Member] | |||||||||||||||||||
Notes payable | $ 500,000 | $ 500,000 | |||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||
Investor [Member] | Preferred Series B Stock [Member] | |||||||||||||||||||
Share issued price per share | $ 0.014 | ||||||||||||||||||
Short-term Convertible Notes Payable [Member] | |||||||||||||||||||
Debt description | Eliminating $100,000 of the Company's debt obligation. | ||||||||||||||||||
Market value of common stock | $ 0.36 | $ 0.36 | |||||||||||||||||
Debt conversion of common stock shares | 251,667 | 1,875,000 | |||||||||||||||||
Deemed dividend | $ 288,000 | ||||||||||||||||||
Proceeds from debt | $ 100,000 | ||||||||||||||||||
Debt conversion convertible outstanding | $ 750,000 | ||||||||||||||||||
Notes payable | $ 350,000 | $ 350,000 | |||||||||||||||||
Short-term Convertible Notes Payable [Member] | Three of the Noteholders [Member] | |||||||||||||||||||
Accrued interest | 52,033 | 52,033 | |||||||||||||||||
Third Noteholder [Member] | |||||||||||||||||||
Conversion of common stock, percentage | 10.00% | ||||||||||||||||||
Notes payable | $ 300,000 | $ 300,000 | |||||||||||||||||
Accrued interest | 40,000 | $ 40,000 | |||||||||||||||||
Debt, maturity date | Sep. 30, 2020 | ||||||||||||||||||
Fees and penalties | $ 85,000 | $ 85,000 | |||||||||||||||||
Debt principal amount | 424,615 | 424,615 | $ 424,615 | ||||||||||||||||
Debt instrument interest rate | 11.90% | 11.90% | |||||||||||||||||
Interest expense | $ 10,000 | ||||||||||||||||||
Hawes Note [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||
Debt amount plus accrued interest | $ 35,860,079 | ||||||||||||||||||
Notes Payable [Member] | Merger [Member] | |||||||||||||||||||
Debt description | The Company finalized an eighteen-month extension to March 1, 2021. | ||||||||||||||||||
Accrued interest | $ 1,900 | $ 1,900 | |||||||||||||||||
Debt, maturity date | Aug. 1, 2019 | ||||||||||||||||||
Debt instrument interest rate | 5.00% | 5.00% | |||||||||||||||||
Monthly installment amount | $ 5,800 | ||||||||||||||||||
Promissory Notes [Member] | |||||||||||||||||||
Notes payable | $ 67,000 | 78,000 | 67,000 | 78,000 | |||||||||||||||
New Principal Amount [Member] | Investor [Member] | |||||||||||||||||||
Notes payable | $ 1,000,000 | ||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||
Notes payable | $ 67,000 | 78,000 | $ 67,000 | 78,000 | $ 99,000 | ||||||||||||||
Accrued interest | $ 3,000 | ||||||||||||||||||
Debt, maturity date | Mar. 1, 2021 | ||||||||||||||||||
Debt principal amount | $ 78,000 | $ 78,000 | |||||||||||||||||
Debt instrument interest rate | 5.00% | 5.00% | |||||||||||||||||
Debt amount plus accrued interest | $ 5,800 | ||||||||||||||||||
Promissory Note [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||
Stock issued during period new issue shares | 323,844,416 | 323,844,416 | |||||||||||||||||
Principal amount and accrued interest | $ 4,483,617 | ||||||||||||||||||
Promissory Notes from April 2020 [Member] | FWHC HOLDINGS, LLC [Member] | |||||||||||||||||||
Number of shares converted | 123,031,819 | ||||||||||||||||||
Promissory Notes from April 2020 [Member] | Series A Preferred Stock [Member] | FWHC HOLDINGS, LLC [Member] | |||||||||||||||||||
Number of shares converted | 123,031,819 | ||||||||||||||||||
April Secured Note [Member] | FWHC HOLDINGS, LLC [Member] | |||||||||||||||||||
Number of shares converted | 75,162,429 | ||||||||||||||||||
Hawes Notes [Member ] | FWHC HOLDINGS, LLC [Member] | |||||||||||||||||||
Number of shares converted | 35,860,079 | ||||||||||||||||||
Hawes Notes [Member ] | Series A Preferred Stock [Member] | |||||||||||||||||||
Number of shares converted | 35,860,079 | ||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||
Market value of common stock | $ 0.40 | $ 0.40 | $ 0.40 | ||||||||||||||||
Debt conversion of common stock shares | 1,875,000 | ||||||||||||||||||
Debt principal amount | $ 750,000 | $ 750,000 | |||||||||||||||||
Securities Purchase Agreement [Member] | FWHC HOLDINGS, LLC [Member] | |||||||||||||||||||
Stock issued during period new issue shares | 146,998 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Short-term Convertible Notes Payable [Member] | |||||||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||||||
Market value of common stock | $ 0.40 | ||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||
Warrants exercise price, per share | $ 0.75 | ||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||
Securities Purchase Agreement [Member] | Accredited Investors [Member] | |||||||||||||||||||
Number of common stock shares sold, value | $ 750,000 | ||||||||||||||||||
Sale of stock price per share | $ 50,000 | $ 50,000 | |||||||||||||||||
Debt description | Each Unit consists of (i) a 12% senior secured convertible note, initially convertible into shares of the Company's common stock, par value $0.001 per share, at a conversion price equal to the lesser of $0.40 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of equity and/or debt securities completed by the Company following this offering, and (ii) a three-year warrant to purchase such number of shares of the Company's common stock equal to one hundred percent (100%) of the number of shares of common stock issuable upon conversion of the notes at $0.40. The Warrants were initially exercisable at a price equal to the lesser of $0.75 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of the debt and/or equity securities completed by the Company following the issuance of warrants. | ||||||||||||||||||
Conversion of common stock, percentage | 12.00% | ||||||||||||||||||
Common stock, par value | 0.001 | $ 0.001 | |||||||||||||||||
Market value of common stock | $ 0.40 | $ 0.40 | |||||||||||||||||
Warrant term | 3 years | 3 years | |||||||||||||||||
Warrants exercise price, per share | $ 0.75 | $ 0.75 | |||||||||||||||||
Payroll Protection Program [Member] | |||||||||||||||||||
Debt principal amount | $ 809,082 | ||||||||||||||||||
Debt instrument interest rate | 1.00% | ||||||||||||||||||
Debt repayments, description | The PPP Loan bears interest at a rate of 1% per annum and is payable in eighteen monthly payments of $45,533 beginning on approximately August 14, 2021. The Company elected to use a 24-week Covered Period, per the SBA Paycheck Protection Program guidelines, the Covered Period ended on October 14, 2020. | ||||||||||||||||||
Amount forgiven to non-payroll costs, percentage | 40.00% |
Derivative Liability - Warran_3
Derivative Liability - Warrants and Redemption Put (Details Narrative) | Sep. 11, 2020USD ($)$ / sharesshares | Jul. 28, 2020USD ($) | Apr. 23, 2020USD ($)$ / sharesshares | Jan. 08, 2019USD ($)$ / shares | May 31, 2018$ / sharesshares | Feb. 28, 2019shares | May 31, 2018shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) |
Warrants to purchase common stock | shares | 363,146,765 | ||||||||
Warrant upper exercise price | $ / shares | $ 0.75 | ||||||||
Warrant lower exercise price | $ / shares | $ 0.40 | ||||||||
Additional warrant issued | $ 2,023,438 | ||||||||
Fair value of the derivative liability | $ 0 | $ 316,000 | |||||||
Fair value of warrants | (2,986,854) | (827,260) | |||||||
Debt conversion of common stock shares | shares | 250,000 | ||||||||
Fair value of the redemption put | 614,000 | ||||||||
Redemption put liability | $ 0 | 267,399 | |||||||
Series D Preferred Stock [Member] | |||||||||
Fair value of the redemption put | $ 0 | ||||||||
Other Income [Member] | |||||||||
Re-measured value change in fair value of derivative | 2,987,000 | 827,000 | |||||||
Other Income [Member] | Redemption Put Liability [Member] | |||||||||
Re-measured value change in fair value of derivative | 98,000 | ||||||||
Other Expense [Member] | Redemption Put Liability [Member] | |||||||||
Re-measured value change in fair value of derivative | $ 273,000 | ||||||||
Other Income Expense [Member] | Redemption Put Liability [Member] | |||||||||
Re-measured value change in fair value of derivative | 347,000 | ||||||||
Home Management LLC [Member] | |||||||||
Warrant term | 10 years | ||||||||
Warrants exercise price | $ / shares | $ 0.05 | ||||||||
Fair value of warrants | $ 199,000 | ||||||||
Debt conversion of common stock shares | shares | 4,368,278 | ||||||||
Measurement Input, Exercise Price [Member] | Home Management LLC [Member] | |||||||||
Warrants measurement input | 0.014 | ||||||||
Measurement Input, Stock Price Volatility [Member] | |||||||||
Warrants measurement input | 100.64 | ||||||||
Measurement Input, Stock Price Volatility [Member] | Home Management LLC [Member] | |||||||||
Warrants measurement input | 101 | ||||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||
Warrants measurement input | 0.65 | ||||||||
Measurement Input, Risk Free Interest Rate [Member] | Home Management LLC [Member] | |||||||||
Warrants measurement input | 0.65 | ||||||||
April 2020 Offering [Member] | |||||||||
Fair value of the derivative liability | $ 317,000 | ||||||||
Series B Warrants [Member] | |||||||||
Warrants to purchase common stock | shares | 403,125 | ||||||||
Fair value of the derivative liability | $ 1,200,000 | ||||||||
Warrant description | The Company offered the Series B warrant holders the option to exchange their warrants on the basis of 1 warrant for 0.40 common shares. Warrant holders chose to exchange 1,007,813 warrants with a fair value of approximately $75,000 for 403,125 shares of common stock with a fair value of approximately $73,000. | ||||||||
Warrants exercise price | $ / shares | $ 0.014 | ||||||||
Fair value of warrants | $ 73,805 | $ 73,000 | |||||||
Warrants | shares | 1,007,813 | ||||||||
Series B Warrants [Member] | Minimum [Member] | |||||||||
Warrant term | 8 months 12 days | ||||||||
Series B Warrants [Member] | Maximum [Member] | |||||||||
Warrant term | 1 year 3 months 29 days | ||||||||
Series B Warrants [Member] | Measurement Input, Trading Market [Member] | |||||||||
Warrants measurement input | 0.027 | ||||||||
Series B Warrants [Member] | Measurement Input, Exercise Price [Member] | |||||||||
Warrants measurement input | 0.014 | ||||||||
Series B Warrants [Member] | Measurement Input, Stock Price Volatility [Member] | Minimum [Member] | |||||||||
Warrants measurement input | 222 | ||||||||
Series B Warrants [Member] | Measurement Input, Stock Price Volatility [Member] | Maximum [Member] | |||||||||
Warrants measurement input | 260 | ||||||||
Series B Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||||||||
Warrants measurement input | 0.12 | ||||||||
Series B Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||||||||
Warrants measurement input | 0.13 | ||||||||
Series B Warrants [Member] | April 2020 Offering [Member] | |||||||||
Fair value of the derivative liability | $ 71,000 | ||||||||
Warrant description | The Company issued an additional 296,875 warrants to a certain Series B holder as compensation to terminate their anti-dilution price protection. The Company also issued 1,292,411 warrants to a certain Series B holder who was non-responsive in the Company's request to terminate their anti-dilution price protection | ||||||||
Series D Warrants [Member] | |||||||||
Warrants to purchase common stock | shares | 14,944,753 | ||||||||
Warrant term | 9 years 7 days | ||||||||
Warrants exercise price | $ / shares | $ 0.014 | $ 0.75 | |||||||
Fair value of warrants | $ 337,400 | ||||||||
Series D Warrants [Member] | Home Management LLC [Member] | |||||||||
Warrant term | 10 years | ||||||||
Warrants exercise price | $ / shares | $ 0.014 | ||||||||
Fair value of warrants | $ 107,123 | ||||||||
Series D Warrants [Member] | Fair Value Before and After Modification [Member] | |||||||||
Fair value of the derivative liability | $ 510,000 | ||||||||
Series D Warrants [Member] | Measurement Input, Trading Market [Member] | |||||||||
Warrants measurement input | 0.027 | ||||||||
Series D Warrants [Member] | Measurement Input, Trading Market [Member] | Home Management LLC [Member] | |||||||||
Warrants measurement input | 0.027 | ||||||||
Series D Warrants [Member] | Measurement Input, Exercise Price [Member] | |||||||||
Warrants measurement input | 0.014 | ||||||||
Series D Warrants [Member] | Measurement Input, Exercise Price [Member] | Home Management LLC [Member] | |||||||||
Warrants measurement input | 0.014 | ||||||||
Series D Warrants [Member] | Measurement Input, Stock Price Volatility [Member] | |||||||||
Warrants measurement input | 111 | ||||||||
Series D Warrants [Member] | Measurement Input, Stock Price Volatility [Member] | Home Management LLC [Member] | |||||||||
Warrants measurement input | 103 | ||||||||
Series D Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||
Warrants measurement input | 0.67 | ||||||||
Series D Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | Home Management LLC [Member] | |||||||||
Warrants measurement input | 0.67 | ||||||||
April Bridge Loan and Converted Advance Warrants [Member] | April 2020 Offering [Member] | |||||||||
Warrant term | 10 years | 10 years | |||||||
Warrant description | The April Offering entitled the investors to warrants with the right to purchase up to 100% of the aggregate number of shares of Common Stock into which the Purchaser's Note may ultimately be converted. The Company also received a $1,000,000 advance which was converted into the April Secured Note and April Secured Note Warrants in April 2020. The April Secured Note Warrants entitle the holder to purchase up to 200% of the aggregate number of shares of Common Stock into which the April Secured Note may ultimately be converted. The Company received an aggregate of $2,842,695 in gross proceeds through the April Offering and an advance of $1,000,000 from the April Secured Note. | ||||||||
Warrants exercise price | $ / shares | $ 0.014 | ||||||||
Fair value of warrants | $ 3,668,247 | $ 6,149,000 | |||||||
April Bridge Loan and Converted Advance Warrants [Member] | April 2020 Offering [Member] | Exercise of Purchaser Warrants [Member] | |||||||||
Fair value of warrants | $ 212,821,929 | $ 3,279,000 | |||||||
Number of shares issuable upon exercise of warrants, shares | shares | 203,050,000 | ||||||||
April Bridge Loan and Converted Advance Warrants [Member] | April 2020 Offering [Member] | April Secured Note Warrants [Member] | |||||||||
Fair value of warrants | $ 2,869,000 | ||||||||
Number of shares issuable upon exercise of warrants, shares | shares | 142,857,000 | ||||||||
Warrants | shares | 363,146,786 | ||||||||
April Bridge Loan and Converted Advance Warrants [Member] | April 2020 Offering [Member] | Converted Advance Warrants [Member] | |||||||||
Fair value of warrants | $ 150,324,857 | ||||||||
April Bridge Loan and Converted Advance Warrants [Member] | April 2020 Offering [Member] | Measurement Input, Trading Market [Member] | |||||||||
Warrants measurement input | 0.027 | 0.05 | |||||||
April Bridge Loan and Converted Advance Warrants [Member] | April 2020 Offering [Member] | Measurement Input, Exercise Price [Member] | |||||||||
Warrants measurement input | 0.014 | 0.014 | |||||||
April Bridge Loan and Converted Advance Warrants [Member] | April 2020 Offering [Member] | Measurement Input, Stock Price Volatility [Member] | |||||||||
Warrants measurement input | 107 | 103 | |||||||
April Bridge Loan and Converted Advance Warrants [Member] | April 2020 Offering [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||
Warrants measurement input | 0.67 | 0.65 | |||||||
Securities Purchase Agreement [Member] | |||||||||
Stock issued during period new issue shares | shares | 108,250 | ||||||||
Securities Purchase Agreement [Member] | Series B Warrants [Member] | |||||||||
Warrants to purchase common stock | shares | 2,312,500 | 2,312,500 | |||||||
Warrant term | 3 years | 3 years | |||||||
Warrant upper exercise price | $ / shares | $ 0.75 |
Derivative Liability - Warran_4
Derivative Liability - Warrants and Redemption Put - Schedule of Fair Value, Liabilities Measured On Recurring Basis (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Liability - Warrants [Member] | ||
Beginning balance, Derivative Liability- Warrants | $ 315,855 | |
Exchange for common stock | (72,563) | |
Series D Warrant reclass from equity to liability classification | 509,764 | |
Warrants issued with modification of Horne Note | 198,994 | |
Warrants issued with April 17, 2020 financing | 6,148,816 | |
Fair value adjustments | (2,986,853) | (827,260) |
Warrant reclassification from liability equity classification | (4,186,576) | |
Ending balance, Derivative Liability- Warrants | 315,855 | |
Redemption Put Liability [Member] | ||
Beginning balance, Redemption Put Liability | 267,399 | |
Issuance of Series D Convertible Preferred Stock | 5,305 | |
Fair value adjustments | (272,704) | (346,696) |
Ending balance | $ 267,399 |
Common Stock Warrants - Summary
Common Stock Warrants - Summary of Warrant Activity (Details) - $ / shares | Apr. 17, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Equity [Abstract] | |||
Number of Shares, Warrants Outstanding Beginning | 44,806,076 | 12,108,743 | |
Number of Shares, Warrants Exchanged | (1,007,813) | ||
Number of Shares, Warrants Expired | (2,183,478) | ||
Number of Shares, Warrants Issued | 354,836,286 | 369,617,896 | 35,888,624 |
Number of Shares, Warrants Exercised | (1,000,000) | ||
Number of Shares, Warrants Outstanding and Exercisable Ending | 413,423,972 | 44,806,076 | |
Weighted Average Exercise Price Outstanding | $ 0.78 | $ 1.38 | |
Weighted Average Exercise Price Warrants Exchanged | 0.40 | ||
Weighted Average Exercise Price Warrants Expired | 2.73 | ||
Weighted Average Exercise Price Warrants Issued | 0.01 | 0.73 | |
Weighted Average Exercise Price Warrants Exercised | 0.01 | ||
Weighted Average Exercise Price Outstanding and Exercisable Ending | $ 0.015 | $ 0.78 | |
Weighted Average Remaining Contractual Life Warrants Outstanding, Beginning | 4 years 7 months 2 days | 1 year 6 months 10 days | |
Weighted Average Remaining Contractual Life Warrants Outstanding, Issued | 10 years 18 days | 5 years 4 months 9 days | |
Weighted Average Remaining Contractual Life Warrants Outstanding and Exercisable | 10 years 3 months 19 days | 4 years 7 months 2 days |
Common Stock Warrants - Schedul
Common Stock Warrants - Schedule of Assumptions for Warrants (Details) | 12 Months Ended | ||
Dec. 31, 2020$ / sharesshares | Sep. 11, 2020shares | ||
Number of Warrants | shares | 363,146,765 | ||
Short-term Note Related Party 11/26/2019 [Member] | |||
Number of Warrants | shares | 400,000 | ||
H-CYTE Stock Price | $ 0.20 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.13 | ||
Life of Warrant | 3 years | ||
Short-term Note Related Party 12/30/2019 [Member] | |||
Number of Warrants | shares | 171,429 | ||
H-CYTE Stock Price | $ 0.14 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.08 | ||
Life of Warrant | 3 years | ||
Short-term Note Related Party 1/13/2020 [Member] | |||
Number of Warrants | shares | 268,571 | ||
H-CYTE Stock Price | $ 0.12 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.07 | ||
Life of Warrant | 3 years | ||
Measurement Input, Risk Free Interest Rate [Member] | |||
Warrant Input, Percentage | 0.65 | ||
Measurement Input, Risk Free Interest Rate [Member] | Short-term Note Related Party 11/26/2019 [Member] | |||
Warrant Input, Percentage | 1.58 | ||
Measurement Input, Risk Free Interest Rate [Member] | Short-term Note Related Party 12/30/2019 [Member] | |||
Warrant Input, Percentage | 1.59 | ||
Measurement Input, Risk Free Interest Rate [Member] | Short-term Note Related Party 1/13/2020 [Member] | |||
Warrant Input, Percentage | 1.60 | ||
Measurement Input, Stock Price Volatility [Member] | |||
Warrant Input, Percentage | 100.64 | ||
Measurement Input, Stock Price Volatility [Member] | Short-term Note Related Party 11/26/2019 [Member] | |||
Warrant Input, Percentage | 144.36 | ||
Measurement Input, Stock Price Volatility [Member] | Short-term Note Related Party 12/30/2019 [Member] | |||
Warrant Input, Percentage | 145.29 | ||
Measurement Input, Stock Price Volatility [Member] | Short-term Note Related Party 1/13/2020 [Member] | |||
Warrant Input, Percentage | 145.76 | ||
Private Placement 1/08/2019 [Member] | |||
Number of Warrants | shares | 5,000,000 | ||
H-CYTE Stock Price | $ 0.40 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.24 | ||
Life of Warrant | 3 years | ||
Private Placement 1/08/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrant Input, Percentage | 2.57 | ||
Private Placement 1/08/2019 [Member] | Measurement Input, Stock Price Volatility [Member] | |||
Warrant Input, Percentage | 115.08 | ||
Antidilution Provision 1/08/2019 [Member] | |||
Number of Warrants | shares | [1] | 2,023,438 | |
H-CYTE Stock Price | [1] | $ 0.40 | |
Exercise Price of Warrant | [1] | 0.40 | |
Warrant Grant Date Fair Value | [1] | $ 0.28 | |
Life of Warrant | [1] | 3 years | |
Antidilution Provision 1/08/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrant Input, Percentage | [1] | 2.57 | |
Antidilution Provision 1/08/2019 [Member] | Measurement Input, Stock Price Volatility [Member] | |||
Warrant Input, Percentage | [1] | 115.08 | |
Private Placement 1/18/2019 [Member] | |||
Number of Warrants | shares | 6,000,000 | ||
H-CYTE Stock Price | $ 0.40 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.23 | ||
Life of Warrant | 3 years | ||
Private Placement 1/18/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrant Input, Percentage | 2.60 | ||
Private Placement 1/18/2019 [Member] | Measurement Input, Stock Price Volatility [Member] | |||
Warrant Input, Percentage | 114.07 | ||
Private Placement 1/25/2019 [Member] | |||
Number of Warrants | shares | 1,250,000 | ||
H-CYTE Stock Price | $ 0.59 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.38 | ||
Life of Warrant | 3 years | ||
Private Placement 1/25/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrant Input, Percentage | 2.43 | ||
Private Placement 1/25/2019 [Member] | Measurement Input, Stock Price Volatility [Member] | |||
Warrant Input, Percentage | 113.72 | ||
Private Placement 1/31/2019 [Member] | |||
Number of Warrants | shares | 437,500 | ||
H-CYTE Stock Price | $ 0.54 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.34 | ||
Life of Warrant | 3 years | ||
Private Placement 1/31/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrant Input, Percentage | 2.43 | ||
Private Placement 1/31/2019 [Member] | Measurement Input, Stock Price Volatility [Member] | |||
Warrant Input, Percentage | 113.47 | ||
Private Placement 2/7/2019 [Member] | |||
Number of Warrants | shares | 750,000 | ||
H-CYTE Stock Price | $ 0.57 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.36 | ||
Life of Warrant | 3 years | ||
Private Placement 2/7/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrant Input, Percentage | 2.46 | ||
Private Placement 2/7/2019 [Member] | Measurement Input, Stock Price Volatility [Member] | |||
Warrant Input, Percentage | 113.23 | ||
Private Placement 2/22/2019 [Member] | |||
Number of Warrants | shares | 375,000 | ||
H-CYTE Stock Price | $ 0.49 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.30 | ||
Life of Warrant | 3 years | ||
Private Placement 2/22/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrant Input, Percentage | 2.46 | ||
Private Placement 2/22/2019 [Member] | Measurement Input, Stock Price Volatility [Member] | |||
Warrant Input, Percentage | 113.34 | ||
Private Placement 3/1/2019 [Member] | |||
Number of Warrants | shares | 125,000 | ||
H-CYTE Stock Price | $ 0.52 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.33 | ||
Life of Warrant | 3 years | ||
Private Placement 3/1/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrant Input, Percentage | 2.54 | ||
Private Placement 3/1/2019 [Member] | Measurement Input, Stock Price Volatility [Member] | |||
Warrant Input, Percentage | 113.42 | ||
Private Placement 3/8/2019 [Member] | |||
Number of Warrants | shares | 150,000 | ||
H-CYTE Stock Price | $ 0.59 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.38 | ||
Life of Warrant | 3 years | ||
Private Placement 3/8/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrant Input, Percentage | 2.43 | ||
Private Placement 3/8/2019 [Member] | Measurement Input, Stock Price Volatility [Member] | |||
Warrant Input, Percentage | 113.53 | ||
Private Placement 3/11/2019 [Member] | |||
Number of Warrants | shares | 2,475,000 | ||
H-CYTE Stock Price | $ 0.61 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.40 | ||
Life of Warrant | 3 years | ||
Private Placement 3/11/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrant Input, Percentage | 2.45 | ||
Private Placement 3/11/2019 [Member] | Measurement Input, Stock Price Volatility [Member] | |||
Warrant Input, Percentage | 113.62 | ||
Private Placement 3/26/2019 [Member] | |||
Number of Warrants | shares | 500,000 | ||
H-CYTE Stock Price | $ 0.51 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.32 | ||
Life of Warrant | 3 years | ||
Private Placement 3/26/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrant Input, Percentage | 2.18 | ||
Private Placement 3/26/2019 [Member] | Measurement Input, Stock Price Volatility [Member] | |||
Warrant Input, Percentage | 113.12 | ||
Private Placement 3/28/2019 [Member] | |||
Number of Warrants | shares | 375,000 | ||
H-CYTE Stock Price | $ 0.51 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.31 | ||
Life of Warrant | 3 years | ||
Private Placement 3/28/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrant Input, Percentage | 2.18 | ||
Private Placement 3/28/2019 [Member] | Measurement Input, Stock Price Volatility [Member] | |||
Warrant Input, Percentage | 112.79 | ||
Private Placement 3/29/2019 [Member] | |||
Number of Warrants | shares | 62,500 | ||
H-CYTE Stock Price | $ 0.51 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.31 | ||
Life of Warrant | 3 years | ||
Private Placement 3/29/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrant Input, Percentage | 2.21 | ||
Private Placement 3/29/2019 [Member] | Measurement Input, Stock Price Volatility [Member] | |||
Warrant Input, Percentage | 112.79 | ||
Private Placement 4/4/2019 [Member] | |||
Number of Warrants | shares | 500,000 | ||
H-CYTE Stock Price | $ 0.48 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.29 | ||
Life of Warrant | 3 years | ||
Private Placement 4/4/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrant Input, Percentage | 2.29 | ||
Private Placement 4/4/2019 [Member] | Measurement Input, Stock Price Volatility [Member] | |||
Warrant Input, Percentage | 112.77 | ||
Private Placement 7/15/2019 [Member] | |||
Number of Warrants | shares | 200,000 | ||
H-CYTE Stock Price | $ 0.53 | ||
Exercise Price of Warrant | 1 | ||
Warrant Grant Date Fair Value | $ 0.31 | ||
Life of Warrant | 3 years | ||
Private Placement 7/15/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrant Input, Percentage | 1.80 | ||
Private Placement 7/15/2019 [Member] | Measurement Input, Stock Price Volatility [Member] | |||
Warrant Input, Percentage | 115.50 | ||
Convertible Debt Extension 9/18/2019 [Member] | |||
Number of Warrants | shares | 424,000 | ||
H-CYTE Stock Price | $ 0.40 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.25 | ||
Life of Warrant | 3 years | ||
Convertible Debt Extension 9/18/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrant Input, Percentage | 1.72 | ||
Convertible Debt Extension 9/18/2019 [Member] | Measurement Input, Stock Price Volatility [Member] | |||
Warrant Input, Percentage | 122.04 | ||
Private Placement of Series D Convertible Preferred Stock 11/15/2019 [Member] | |||
Number of Warrants | shares | 14,669,757 | ||
H-CYTE Stock Price | $ 0.28 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.19 | ||
Life of Warrant | 10 years | ||
Private Placement of Series D Convertible Preferred Stock 11/15/2019 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrant Input, Percentage | 1.84 | ||
Private Placement of Series D Convertible Preferred Stock 11/15/2019 [Member] | Measurement Input, Stock Price Volatility [Member] | |||
Warrant Input, Percentage | 89.75 | ||
Private Placement of Series D Convertible Preferred Stock 1/17/2020 [Member] | |||
Number of Warrants | shares | 244,996 | ||
H-CYTE Stock Price | $ 0.15 | ||
Exercise Price of Warrant | 0.75 | ||
Warrant Grant Date Fair Value | $ 0.13 | ||
Life of Warrant | 10 years | ||
Private Placement of Series D Convertible Preferred Stock 1/17/2020 [Member] | Measurement Input, Stock Price Volatility [Member] | |||
Warrant Input, Percentage | 144.30 | ||
Private Placement of Series D Convertible Preferred Stock 1/17/2020 [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Warrant Input, Percentage | 1.84 | ||
Granted for Bridge Financing 04/08/2020 [Member] | |||
Number of Warrants | shares | 296,875 | ||
H-CYTE Stock Price | $ 0.05 | ||
Exercise Price of Warrant | 0.40 | ||
Warrant Grant Date Fair Value | $ 0.02 | ||
Life of Warrant | 3 years | ||
Granted for Bridge Financing 04/08/2020 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrant Input, Percentage | 0.34 | ||
Granted for Bridge Financing 04/08/2020 [Member] | Measurement Input, Stock Price Volatility [Member] | |||
Warrant Input, Percentage | 131.82 | ||
Short Term Note, Related Party Conversion 04/17/2020 [Member] | |||
Number of Warrants | shares | 4,368,278 | ||
H-CYTE Stock Price | $ 0.05 | ||
Exercise Price of Warrant | 0.014 | ||
Warrant Grant Date Fair Value | $ 0.05 | ||
Life of Warrant | 10 years | ||
Granted for Bridge Financing 9/11/2020 [Member] | |||
Number of Warrants | shares | [2] | 364,439,176 | |
H-CYTE Stock Price | [2] | $ 0.05 | |
Exercise Price of Warrant | [2] | 0.014 | |
Warrant Grant Date Fair Value | [2] | $ 0.017 | |
Life of Warrant | [2] | 10 years | |
Granted for Bridge Financing 9/11/2020 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrant Input, Percentage | [2] | 0.65 | |
Granted for Bridge Financing 9/11/2020 [Member] | Measurement Input, Stock Price Volatility [Member] | |||
Warrant Input, Percentage | [2] | 96.97 | |
[1] | The Company had warrants that triggered the required issuance of an additional 2,023,438 warrants as a result of the Company's capital raise that gave those new investors a $0.40 per share investment price which required the old warrant holders to receive additional warrants since their price was $0.75 per share. | ||
[2] | The Company had estimated on April 17, 2020 that the number of warrants to be granted for the bridge financing would be 354,836,286. The bridge financing closed on September 11, 2020 in which an additional 8,310,479 warrants were issued above the original estimate for a total of 363,146,765. The fair market value associated with the additional warrants issued was recorded to the change in fair value of derivative liability - warrants prior to being reclassed to equity. Upon closing of the Rights Offering on September 11, 2020, the Company issued warrants to one of the Series B Preferred shareholders of 1,292,411 due to an anti-dilution feature embedded in the Series B warrant. |
Common Stock Warrants - Sched_2
Common Stock Warrants - Schedule of Assumptions for Warrants (Details) (Parenthetical) - USD ($) | Sep. 11, 2020 | Apr. 17, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Additional warrant | $ 8,310,479 | |||
Number of warrant granted | 354,836,286 | 369,617,896 | 35,888,624 | |
Number of Warrants | 363,146,765 | |||
Series B Warrant [Member] | ||||
Number of warrants issued | 1,292,411 | |||
Antidilution Provision 1/08/2019 [Member] | ||||
Additional warrant | $ 2,023,438 | |||
Investment price | $ 0.40 | |||
Warrants exercise price, per share | $ 0.75 |
Mezzanine Equity and Series D_3
Mezzanine Equity and Series D Convertible Preferred Stock (Details Narrative) - USD ($) | Jul. 28, 2020 | Jan. 17, 2020 | Nov. 21, 2019 | Nov. 15, 2019 | Feb. 28, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 11, 2020 | Mar. 31, 2019 | Jan. 08, 2019 |
Share issued price per share | $ 0.40 | ||||||||||
Redemption put liability | $ 0 | $ 267,399 | $ 267,399 | ||||||||
Proceeds form shares | 4,337,106 | ||||||||||
Shares issued during period, value | $ 4,419,787 | ||||||||||
Debt conversion of common stock shares | 250,000 | ||||||||||
Series D Convertible Preferred Stock [Member] | |||||||||||
Deemed dividends | $ 278,000 | ||||||||||
Cumulative dividends, percentage | 8.00% | ||||||||||
Shares issued during period, value | $ 6,401,762 | ||||||||||
FWHC HOLDINGS, LLC [Member] | |||||||||||
Warrant term | 10 years | ||||||||||
Warrants exercise price, per share | $ 0.014 | ||||||||||
Series D Convertible Preferred Stock [Member] | |||||||||||
Debt conversion of common stock shares | 15,773,363 | ||||||||||
Securities Purchase Agreement [Member] | |||||||||||
Proceeds from warrants | $ 245,000 | ||||||||||
Debt conversion price per share | $ 0.40 | $ 0.40 | $ 0.40 | ||||||||
Debt conversion of common stock shares | 1,875,000 | ||||||||||
Securities Purchase Agreement [Member] | FWHC HOLDINGS, LLC [Member] | |||||||||||
Stock issued during period new issue shares | 146,998 | ||||||||||
Proceeds from warrants | $ 6,000,000 | ||||||||||
Convertible, beneficial conversion feature | $ 623,000 | ||||||||||
Securities Purchase Agreement [Member] | Series D Shares [Member] | FWHC HOLDINGS, LLC [Member] | |||||||||||
Preferred stock, par value, per share | $ 0.001 | ||||||||||
Securities Purchase Agreement [Member] | Series D Shares and Warrants [Member] | FWHC HOLDINGS, LLC [Member] | |||||||||||
Share issued price per share | $ 0.001 | 0.28 | $ 0.28 | ||||||||
Convertible, beneficial conversion feature | $ 623,045 | ||||||||||
Debt conversion price per share | 0.24 | $ 0.24 | |||||||||
Beneficial conversion feature, per share | $ 0.04 | $ 0.04 | |||||||||
Preferred stock, discount on shares | $ 3,130,146 | ||||||||||
Redemption value of preferred stock | $ 100,000 | $ 6,000,000 | |||||||||
Purchase of shares | 2,450 | ||||||||||
Preferred stock redemption discount | $ 37,207 | ||||||||||
Proceeds form shares | $ 100,000 | ||||||||||
Securities Purchase Agreement [Member] | Accredited Investors [Member] | Series D Convertible Preferred Stock [Member] | |||||||||||
Share issued price per share | $ 40.817 | ||||||||||
Securities Purchase Agreement [Member] | Accredited Investors [Member] | Maximum [Member] | Series D Convertible Preferred Stock [Member] | |||||||||||
Stock issued during period new issue shares | 238,871 | ||||||||||
Securities Purchase Agreement [Member] | Accredited Investors [Member] | Series D Convertible Preferred Stock [Member] | |||||||||||
Warrant term | 10 years | ||||||||||
Number of warrants to purchase common stock | 14,669,757 | ||||||||||
Warrants exercise price, per share | $ 0.75 |
Mezzanine Equity and Series D_4
Mezzanine Equity and Series D Convertible Preferred Stock - Schedule of Series D Convertible Preferred and Warrant Financing (Details) - USD ($) | Jan. 17, 2020 | Nov. 21, 2019 | Dec. 31, 2019 |
Gross proceeds | $ 6,000,000 | ||
Financing costs paid in cash | (111,983) | ||
Proceeds from issuance of preferred stock and warrants, net of financing cost | (5,888,017) | ||
Financing costs (APIC) | $ 2,663,797 | ||
Investor Warrants [Member] | |||
Proceeds from issuance of preferred stock and warrants, net of financing cost | (5,888,017) | ||
Proceeds allocation | (1,893,006) | ||
Financing costs (APIC) | 36,512 | ||
Redeemable Preferred Stock [Member] | |||
Series D Convertible Preferred Stock | (2,869,854) | ||
Financing costs (APIC) | 1,106 | ||
Financing costs (Retained Earnings) | 66,265 | ||
Beneficial Conversion Feature | (623,045) | ||
Derivative Liability [Member] | |||
Derivative Put Liability | (614,095) | ||
Deferred Financing costs | 8,100 | ||
Proceeds Allocation [Member] | |||
Gross proceeds | $ 100,000 | 6,000,000 | |
Financing costs paid in cash | |||
Proceeds from issuance of preferred stock and warrants, net of financing cost | 100,000 | 6,000,000 | |
Proceeds Allocation [Member] | Investor Warrants [Member] | |||
Proceeds from issuance of preferred stock and warrants, net of financing cost | (100,000) | (6,000,000) | |
Proceeds allocation | (31,902) | (1,893,006) | |
Financing costs (APIC) | |||
Proceeds Allocation [Member] | Redeemable Preferred Stock [Member] | |||
Series D Convertible Preferred Stock | (62,793) | (2,869,854) | |
Financing costs (APIC) | |||
Financing costs (Retained Earnings) | |||
Beneficial Conversion Feature | (623,045) | ||
Proceeds Allocation [Member] | Derivative Liability [Member] | |||
Derivative Put Liability | $ (5,305) | (614,095) | |
Deferred Financing costs | |||
Financing Cost Allocation [Member] | |||
Gross proceeds | |||
Financing costs paid in cash | (111,983) | ||
Proceeds from issuance of preferred stock and warrants, net of financing cost | (111,983) | ||
Financing Cost Allocation [Member] | Investor Warrants [Member] | |||
Proceeds from issuance of preferred stock and warrants, net of financing cost | 111,983 | ||
Proceeds allocation | |||
Financing costs (APIC) | 36,512 | ||
Financing Cost Allocation [Member] | Redeemable Preferred Stock [Member] | |||
Series D Convertible Preferred Stock | |||
Financing costs (APIC) | 1,106 | ||
Financing costs (Retained Earnings) | 66,265 | ||
Beneficial Conversion Feature | |||
Financing Cost Allocation [Member] | Derivative Liability [Member] | |||
Derivative Put Liability | |||
Deferred Financing costs | $ 8,100 |
Mezzanine Equity and Series D_5
Mezzanine Equity and Series D Convertible Preferred Stock - Schedule of Shares Outstanding (Details) - Series D Convertible Preferred Stock [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Beginning balance | $ 6,060,493 | |
Issuance of Series D Convertible Preferred Stock | 62,793 | $ 2,869,853 |
Inception deemed dividend | 37,207 | 3,130,147 |
Deemed dividend (8%) | 277,719 | 60,493 |
Mandatory conversion of Series D Convertible Preferred Stock to Common Stock | (6,438,212) | |
Ending balance | $ 6,060,493 |
Mezzanine Equity and Series D_6
Mezzanine Equity and Series D Convertible Preferred Stock - Schedule of Shares Outstanding (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Series D Convertible Preferred Stock [Member] | ||
Deemed dividend percentage | 8.00% | 8.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred tax asset valuation allowance | $ 12,510,237 | $ 10,536,250 |
U.S. Federal [Member] | ||
Operating loss carryforwards | $ 39,700,000 | |
Operating loss carryforwards, description | Company had $39.7 million of U.S. federal net operating loss carryforwards available to reduce future taxable income, of which $32.5 million will be carried forward indefinitely for U.S. federal tax purposes and $7.2 million will expire beginning in 2035 to 2037. | |
U.S. State [Member] | ||
Operating loss carryforwards | $ 26,000,000 | |
Operating loss carryforwards, description | The Company also has $26.0 million of U.S. state net operating loss carryforwards of which $25.3 million will be carried forward indefinitely and $.7 million that will expire beginning in 2035 to 2037. |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Statutory rate - federal | 21.00% | 21.00% |
State income tax, net of federal benefit | 5.10% | 3.00% |
State NOL true-up | (1.10%) | (2.00%) |
Goodwill impairment | 0.00% | (9.00%) |
Prior year true up | 2.70% | 0.00% |
Other permanent differences | 3.00% | (1.00%) |
Change in valuation allowances | (30.70%) | (13.00%) |
Total | 0.00% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Federal and state net operating loss carry forwards | $ 9,512,596 | $ 7,302,375 |
Capitalized start-up costs | 2,210,392 | 2,483,736 |
Capitalized research and development costs | 462,768 | 424,390 |
Patents | 41,842 | 57,907 |
Share-based compensation | 241,177 | 242,437 |
Other | 112,376 | 25,405 |
Total gross deferred tax assets | 12,581,151 | 10,536,250 |
Right-of-use asset | (70,914) | |
Total gross deferred tax liabilities | (70,914) | |
Valuation Allowance | (12,510,237) | (10,536,250) |
Net deferred tax assets |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Series A Preferred Stock [Member] - shares | Mar. 24, 2021 | Dec. 31, 2020 |
Shares converted into common stock | 4,020,031 | |
Subsequent Event [Member] | ||
Shares converted into common stock | 8,950,400 |