Cover
Cover - shares | 12 Months Ended | |
Dec. 31, 2022 | May 09, 2023 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-36763 | |
Entity Registrant Name | H-CYTE, INC | |
Entity Central Index Key | 0001591165 | |
Entity Tax Identification Number | 46-3312262 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 2202 N West Shore Blvd | |
Entity Address, Address Line Two | Ste 200 | |
Entity Address, City or Town | Tampa | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33607 | |
City Area Code | (844) | |
Local Phone Number | 633-6839 | |
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 628,122 | |
Documents Incorporated by Reference [Text Block] | None | |
ICFR Auditor Attestation Flag | false | |
Auditor Firm ID | 215 | |
Auditor Name | Frazier & Deeter, LLC | |
Auditor Location | Tampa, Florida |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Current Assets | |||
Cash | $ 95,172 | ||
Accounts receivable | 13,500 | ||
Patient financing receivable, current portion | 29,464 | 43,900 | |
Prepaid expenses | 54,381 | 44,884 | |
Total Current Assets | 83,845 | 197,456 | |
Property and equipment, net | 20,394 | 38,374 | |
Patient financing receivable, net of current portion | 14,436 | 67,163 | |
Other assets | 18,682 | 18,412 | |
Total assets | 137,357 | 321,405 | |
Current Liabilities | |||
Accounts payable | 971,492 | 585,291 | |
Accrued liabilities | 1,418,368 | 164,680 | |
Other current liabilities | 139,330 | 28,246 | |
Notes payable, current portion | 104,468 | 69,455 | |
Convertible notes payable, related parties | 3,325,000 | 3,325,000 | |
Convertible notes payable | 430,095 | ||
PPP Loan, current portion | 66,275 | ||
Deferred revenue | 414,025 | ||
Lease liability, current portion | 63,291 | 94,805 | |
Anti-dilution share contingent consideration liability | 501,531 | ||
Interest payable, related parties | 400,042 | 98,055 | |
Interest payable | 123,276 | 75,048 | |
Total Current Liabilities | 7,476,893 | 4,920,880 | |
Long-term Liabilities | |||
Royalty liability | 1,697,000 | ||
Milestone payment contingent consideration liability | 320,850 | ||
Lease liability, net of current portion | 62,768 | ||
Total Long-term Liabilities | 2,017,850 | 62,768 | |
Total Liabilities | 9,494,743 | 4,983,648 | |
Stockholders’ Equity (Deficit) | |||
Preferred Stock - $.001 par value: 1,000,000,000 shares authorized; Series A Preferred Stock - $.001 par value: 800,000,000 shares authorized, 438,776,170 and 501,887,532 shares issued and outstanding at December 31, 2022 and 2021, respectively. | 438,773 | 501,887 | |
Common stock - $.001 par value: 500,000,000 shares authorized, 618,506 and 166,394 shares issued and outstanding at December 31, 2022 and 2021, respectively. | [1] | 618 | 164,199 |
Additional paid-in capital | 49,531,216 | 43,700,084 | |
Accumulated deficit | (59,327,993) | (49,028,413) | |
Total Stockholders’ Deficit | (9,357,386) | (4,662,243) | |
Total Liabilities and Stockholders’ Deficit | $ 137,357 | $ 321,405 | |
[1]The number of outstanding shares of common stock have been adjusted for all periods presented to reflect a one-for-one thousand |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | |
Common Stock, Shares Authorized | 500,000,000 | |
Common stock, shares issued | 618,506 | 166,394 |
Common stock, shares outstanding | 618,506 | 166,394 |
Equity reverse stock split | 1-for-1000 | |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 800,000,000 | 800,000,000 |
Preferred stock, shares issued | 438,776,170 | 501,887,532 |
Preferred stock, shares outstanding | 438,776,170 | 501,887,532 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Income Statement [Abstract] | |||
Revenues | $ 453,460 | $ 1,611,518 | |
Cost of Sales | (117,601) | (704,705) | |
Gross Profit | 335,859 | 906,813 | |
Operating Expenses | |||
Salaries and related costs | 1,053,542 | 2,213,862 | |
Share based compensation | 585,712 | 1,184,903 | |
Loss on disposal of property and equipment | 9,610 | 92,803 | |
Other general and administrative | 1,754,564 | 2,700,849 | |
Acquired in-process research and development | 2,038,204 | ||
Total Operating Expenses | 5,441,632 | 6,192,417 | |
Operating Loss | (5,105,773) | (5,285,604) | |
Other (Expense) Income | |||
Forgiveness of PPP loan | 698,820 | ||
Inducement expense | (3,133,055) | ||
Loss on extinguishment of convertible notes payable | (2,196,100) | ||
Interest income | 507,944 | ||
Interest expense | (368,139) | (176,836) | |
Other income (expense) | (4,457) | (35,687) | |
Total Other (Expense) Income | (5,193,807) | 486,297 | |
Net Loss | (10,299,580) | (4,799,307) | |
Net Loss attributable to common stockholders | $ (10,299,580) | $ (4,799,307) | |
Loss per share - Basic and Diluted | [1] | $ (35.06) | $ (32.93) |
Weighted average outstanding shares - basic and diluted | [1] | 293,778 | 145,736 |
[1]The number of outstanding shares of common stock have been adjusted for all periods presented to reflect a one-for-one thousand |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) | 12 Months Ended | |
Jun. 13, 2022 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Equity reverse stock split | one-for-one thousand | 1-for-1000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Series A Preferred Stock [Member] Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | ||
Balance at Dec. 31, 2020 | $ 538,109 | $ 127,159 | $ 42,515,999 | $ (44,229,106) | $ (1,047,839) | ||
Balance, shares at Dec. 31, 2020 | 538,109,409 | 129,354 | [1] | ||||
Conversion of Series A Preferred Stock to Common Stock | $ (36,222) | $ 36,222 | |||||
Conversion of Series A Preferred Stock to Common Stock, shares | (36,221,875) | 36,222 | [1] | ||||
Share based compensation | 1,184,903 | 1,184,903 | |||||
Issuance of Common Stock pursuant to cashless exercise of warrant | $ 818 | (818) | |||||
Issuance of Common Stock pursuant to cashless exercise of warrant, shares | 818 | [1] | 818,453 | ||||
Net loss | (4,799,307) | $ (4,799,307) | |||||
Issuance of Common Stock pursuant to SkinDisc acquistion | |||||||
Balance at Dec. 31, 2021 | $ 501,887 | $ 164,199 | 43,700,084 | (49,028,413) | (4,662,243) | ||
Balance, shares at Dec. 31, 2021 | 501,887,534 | 166,394 | [1] | ||||
Conversion of Series A Preferred Stock to Common Stock | $ (63,114) | $ 7,364 | 55,750 | ||||
Conversion of Series A Preferred Stock to Common Stock, shares | (63,111,364) | 63,114 | [1] | ||||
Share based compensation | 585,712 | 585,712 | |||||
Net loss | (10,299,580) | (10,299,580) | |||||
Issuance of Common Stock pursuant to securities purchase agreement | $ 128 | $ 254,871 | $ 254,999 | ||||
Issuance of Common Stock pursuant to securities purchase agreement, shares | 127,500 | [1] | |||||
Adjustment for 1-for-1000 reverse stock split | [1] | (254,831) | 254,831 | ||||
Issuance of Common Stock pursuant to Jantibody acquisition | $ 52 | $ 29,505 | $ 29,557 | ||||
Issuance of Common Stock pursuant to Jantibody acquisistion, shares | 52,023 | [1] | |||||
Inducement expense | 3,133,055 | 3,133,055 | |||||
Warrant expense | 376,934 | 376,934 | |||||
Exercised warrants to Common Stock | $ 83,580 | 1,086,530 | 1,170,110 | ||||
Exercised warrants to Common Stock, shares | [1] | ||||||
Conversion of warrants to Common Stock, shares | [1] | 83,579 | |||||
Issuance of anti-dilution Common Stock pursuant to Jantibody acquisition | $ 3 | (3) | |||||
Issuance of anti-dilution Common Stock pursuant to Jantibody acquisition, shares | [1] | 2,743 | |||||
Issuance of Common Stock pursuant to SkinDisc acquistion | $ 123 | 53,947 | 54,070 | ||||
Issuance of Common Stock pursuant to SkinDisc acquistion, shares | [1] | 123,153 | |||||
Balance at Dec. 31, 2022 | $ 438,773 | $ 618 | $ 49,531,216 | $ (59,327,993) | $ (9,357,386) | ||
Balance, shares at Dec. 31, 2022 | 438,776,170 | 618,506 | [1] | ||||
[1]The number of outstanding shares of common stock have been adjusted for all periods presented to reflect a one-for-one thousand |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Deficit (Parenthetical) | 12 Months Ended | |
Jun. 13, 2022 | Dec. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Equity reverse stock split | one-for-one thousand | 1-for-1000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities | ||
Net loss | $ (10,299,580) | $ (4,799,307) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 14,215 | 15,829 |
Amortization of debt premium | (499,100) | |
Inducement expense | 3,133,055 | |
Share based compensation expense | 585,712 | 1,184,903 |
Loss on debt extinguishment | 2,196,100 | |
Gain on extinguishment of debt - PPP Loan | (698,820) | |
Loss on impairment of ROU Asset | 139,884 | |
Warrant expense | 376,934 | |
Bad debt expense | 67,595 | 14,399 |
Loss on disposal of property and equipment | 9,610 | 92,803 |
Expense of acquired in-process research and development | 2,038,204 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (54,095) | (27,900) |
Accounts payable | 364,601 | (421,677) |
Accrued liabilities | 239,623 | (111,735) |
Other current liabilities | (80,198) | (126,566) |
Patient financing receivable | 67,163 | (111,063) |
Other assets | (270) | 22,123 |
Prepaid expenses | (9,497) | 60,379 |
Deferred revenue | (414,025) | (220,124) |
Interest payable, related parties | 301,987 | 98,055 |
Interest payable | 48,228 | 79,007 |
Net Cash Used in Operating Activities | (1,913,738) | (4,809,810) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (7,830) | |
Cash acquired in asset acquisition | 469 | |
Net Cash Provided By (Used in) Investing Activities | 469 | (7,830) |
Cash Flows from Financing Activities | ||
Proceeds from notes payable | 92,513 | |
Proceeds from convertible notes payable, related parties | 1,969,174 | |
Proceeds from convertible notes payable | 437,500 | 1,355,826 |
Proceeds from warrants exercised | 1,170,110 | |
Proceeds from issuance of common stock | 254,999 | |
Payment on notes payable | (57,500) | |
Payment on convertible note financing costs | (13,250) | |
Payment on PPP Loan | (66,275) | (52,833) |
Net Cash Provided by Financing Activities | 1,818,097 | 3,272,167 |
Net Change in Cash | (95,172) | (1,545,473) |
Cash - Beginning of year | 95,172 | 1,640,645 |
Cash - End of year | 95,172 | |
Supplementary Cash Flow Information | ||
Cash paid for interest | 12,080 | 8,370 |
Conversion of Series A Preferred Stock to Common Stock | 63,114 | 36,222 |
Conversion of warrants to Common Stock | 818 | |
Issuance of common stock pursuant to Jantibody | 29,557 | |
Issuance of warrants pursuant to inducement agreements | 3,133,055 | |
Issuance of warrants pursuant to securities purchase agreement | 376,934 | |
Issuance of Common Stock pursuant to SkinDisc acquisition | 54,070 | |
Issuance of anti-dilution Common Stock pursuant to Jantibody acquisition | $ 3 |
DESCRIPTION OF THE COMPANY
DESCRIPTION OF THE COMPANY | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF THE COMPANY | Note 1 - Description of the Company DESCRIPTION OF THE COMPANY H-CYTE, Inc (“the Company”) has evolved from focusing on treating chronic lung conditions after the closure of its lung treatment clinics due to COVID-19. The Company is currently focusing on acquiring and developing early-stage companies or their technologies in the areas of therapeutics, medical devices, and diagnostics. The goal is to develop these companies and incubate their technologies to meaningful clinical inflection points. On June 3, 2022, the Company closed its clinic in Scottsdale, Arizona. The Company has now closed all of its clinical operations in the autologous infusion therapy business which delivered treatments for patients with chronic respiratory and pulmonary disorders. The Company will continue to pursue Food and Drug Administration (“FDA”) approval of the device that was utilized in the treatment provided at the clinics. The Company also has a continued interest in the commercialization of the DenerveX device through a joint venture. The Company has implemented the transition into a biologics and therapeutic device incubator company to bring new technologies to market. The consolidated results for H-CYTE include the following wholly-owned subsidiaries: H-CYTE Management, LLC, Medovex Corp, Cognitive Health Institute, LLC, and Lung Institute Tampa, LLC and the results include Lung Institute Dallas, LLC (“LI Dallas”), Lung Institute Nashville, LLC (“LI Nashville”), Lung Institute Pittsburgh, LLC (“LI Pittsburgh”), and Lung Institute Scottsdale, LLC (“LI Scottsdale”), as Variable Interest Entities (“VIEs”). Additionally, H-CYTE Management, LLC was the operator and manager of the various Lung Health Institute (LHI) clinics: LI Dallas, LI Nashville, LI Pittsburgh, and LI Scottsdale prior to their closure. On June 10, 2022, the Company amended (the “Amendment”) its Articles of Incorporation to effectuate a one-for-one thousand reverse stock split (the “Reverse Split”) of its common stock. The Reverse Split was approved by FINRA on June 10, 2022 and effectuated on June 13, 2022. Pursuant to the Amendment, the Company also reduced the authorized shares of common stock to 500,000,000 618,506 438,776,170 438,776,170 438,776 On September 7, 2022, the Company acquired all of the membership interests of Jantibody LLC (“Jantibody”), a Nevada limited liability company. Jantibody is focused on the development of novel proprietary immunotherapies targeted towards ovarian cancer, pancreatic cancer, and mesothelioma (see Note 8). On December 22, 2022, the Company acquired all of the membership Autologous Infusion Therapy (“Infusion Division”) The Company’s Infusion Division 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. During the first quarter of 2022, the Company decided to close the clinics in Tampa and Nashville. During the second quarter of 2022, the Company closed its clinic in Scottsdale. The Company has now closed all clinical operations in the autologous infusion therapy division which delivered treatments for patients with chronic respiratory and pulmonary disorders. Biotech Development (“Biotech Division”) During the year ended December 31, 2021, the Company completed a review of the R&D status regarding the exclusive product supply and services agreements with Rion, LLC (“Rion”) to develop and distribute (post U.S. Food & Drug Administration, the “FDA”, approval) a biologic combining its PRP-PBMC (“PRP”) technology with Rion’s exosomes (“EV”) technology for the treatment of chronic obstructive pulmonary disease (“COPD”). The Company has determined a single entity biologic from an alternative commercial source will be a more viable solution. The Company has decided to move away from Rion’s PRP technology and is progressing towards alternate biologics and therapeutic devices to meet the needs of the business. As of June 30, 2022, the Company has closed all of the LHI clinics and has moved away from the Infusion Division as part of its future plans. The Company has also decided that the Biotech Division will begin to transform into a medical biosciences incubator division focusing on bringing new biologics and therapeutic device technologies to market for various health conditions. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2 – Basis Of Presentation And Summary of Significant Accounting Policies BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The consolidated results for H-CYTE include the following wholly-owned subsidiaries: H-CYTE Management, LLC, Medovex Corp, Cognitive Health Institute, LLC, and Lung Institute Tampa, LLC and the results include Lung Institute Dallas, LLC (“LI Dallas”), Lung Institute Nashville, LLC (“LI Nashville”), Lung Institute Pittsburgh, LLC (“LI Pittsburgh”), and Lung Institute Scottsdale, LLC (“LI Scottsdale”), as Variable Interest Entities (“VIEs”). Additionally, H-CYTE Management, LLC was the operator and manager of the various Lung Health Institute (LHI) clinics: LI Dallas, LI Nashville, LI Pittsburgh, and LI Scottsdale prior to their closure. 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 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. Reclassification of Prior Year Presentation RECLASSIFICATION OF PRIOR YEAR PRESENTATION Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. 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, 2022 and 2021 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, 2022 and 2021, management believes no 68,000 14,000 In February 2021, the Company implemented a patient financing program whereby it utilized third-party financing companies to facilitate financing to its patients to pay for treatments. The financing structure allows patients to make monthly payments to the financing companies with an interest rate ranging from 7.0 13.9 12 36 Leases LEASES The Company accounts for leases in accordance with the Financial Accounting Standard Board (“FASB”) Topic 842, Leases, 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’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 of approximately $25,000 for the year ended December 31, 2022. The Company has now closed all of its clinical operations in the autologous infusion therapy business which delivered treatments for patients with chronic respiratory and pulmonary disorders. 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. Share-Based Compensation SHARE-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, 2022, 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, 2022 and 2021 since it is currently likely that the benefit will not be realized in future periods. There are no uncertain tax positions at December 31, 2022 and 2021. The Company has not undergone any tax examinations since inception. 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 and if-converted methods, as applicable. 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 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, 2022, 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, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS | Note 3 - Liquidity, Going Concern and Management’s Plans LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS The Company incurred net losses of approximately $ 10,300,000 4,000 COVID-19 was declared a global pandemic by the World Health Organization on March 11, 2020 and the Company continues to monitor the impact on its operations of the COVID-19 pandemic and its aftermath. The Company believes the effect of the COVID-19 pandemic and certain public and certain governmental responses to it have negatively affected each of its last twelve quarter’s results. During the COVID-19 pandemic and its aftermath the Company experienced material reductions in demand and net revenues at its lung treatment centers. This reduction in demand lead to the Company shifting its focus from treating chronic lung disease to acquiring and developing early-stage companies or their technologies in the areas of therapeutics, medical devices, and diagnostics. The Company had a negative cash balance of approximately $ 4,000 4,000 There can be no assurance that the Company will be able to raise additional funds or that the terms and conditions of any future financing 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 not continue 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. On February 24, 2023, the Company and certain investors entered into a Securities Purchase Agreement (the “SPA”), whereby the Company sold and issued to the certain investors an aggregate of three hundred thousand dollars ($ 300,000 0.001 2.00 5 2.00 The Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price. Further, in connection with the SPA, the Company also issued a Common Stock Purchase Warrant to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial exercise date, to purchase up to a certain amount of shares of Common Stock, with 20% of the shares of Common Stock issuable upon conversion of the Convertible Promissory Note purchased by the Holder, pursuant to the SPA between the Holder and the Company, dated February 24, 2023. The Company issued Warrants to purchase an aggregate of 30,000 2.00 On February 28, 2023, the Company entered into a securities purchase agreement for a total of $ 128,250 65 The notes bear interest at 10% and are due one year from issuance. For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid. On March 27, 2023, H-Cyte, Inc., (the “Company”) and three related party investors entered into a Securities Purchase Agreement (the “SPA”), whereby, the Company sold and issued to the certain investors, an aggregate of one hundred twenty five thousand dollars ($ 125,000 0.001 35,000 2.00 5 2.00 The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price. Further, in connection with the SPA, the Company also issued a Common Stock Purchase Warrant to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial exercise date, to purchase up to a certain amount of shares of Common Stock, with 20% of the shares of Common Stock issuable upon conversion of the Convertible Promissory Note purchased by the Holder, pursuant to the SPA between the Holder and the Company. The Company issued Warrants to purchase an aggregate of 13,500 2.00 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Note 4 – Related Party Transactions RELATED PARTY TRANSACTIONS Officers and Board Members and Related Expenses On January 12, 2021, Mr. Raymond Monteleone was appointed as Chairman of the Board, Audit Committee Chair, and Compensation Committee Chair. There are understandings between the Company and Mr. Monteleone for him to receive $ 5,000 2,500 7,500 2,500 3,750 75,000 70,000 35,000 Mr. Michael Yurkowsky entered into an oral agreement with the Company on October 1, 2020, in which Mr. Yurkowsky will receive $ 4,167 0 46,000 On January 12, 2021, Mr. William Horne stepped down as Chairman of the Board. Mr. Horne will remain a member of the Board. Effective March 1, 2021, the Company entered into an oral agreement with Mr. Horne in which Mr. Horne will receive $ 4,167 108,000 5,000 2,500 50,000 37,500 17,500 Mr. Richard Rosenblum entered into an oral agreement with the Company effective January 17, 2022, in which Mr. Rosenblum will receive $ 5,000 2,500 42,500 17,500 Mr. Matthew Anderer entered into an oral agreement with the Company effective January 17, 2022, in which Mr. Anderer will receive $ 5,000 2,500 42,500 17,500 Debt and Other Obligations Convertible Notes Payable On April 1, 2021, the Company, entered into a Secured Convertible Note Purchase Agreement (the “April 2021 Note Purchase Agreement”) with five (5) related party investors (the “Holders”). Pursuant to the terms of the April 2021 Note Purchase Agreement, the Company sold promissory notes in the aggregate principal amount of $ 2,575,000 8 20 1,500,000 25,000 On October 14, 2021, the Company entered into the Second Closing Bring Down Agreement (the “October 2021 Note Purchase Agreement”) whereby the five (5) related party investors who had entered into the April 2021 Note Purchase Agreement purchased new notes in the Company in the aggregate principal amount of $ 750,000 8 20 437,000 7,000 On February 22, 2022, the Company entered into a Debt Conversion Agreement (the “Amendment Agreement”) which i) provided for an additional round of convertible debt financing (“Tranche 2 Notes”) of up to $ 500,000 80 15 0.002 10 1) $ 1,000,000 2) Following the closing of a Qualified financing, 25 10 The Milestone Payments are not to exceed $2 million, and the Amendment Agreement also specifies that a Qualified Financing will not occur prior to the closing of the acquisition of Jantibody, LLC. The Company evaluated the Amendment Agreement under ASC 470-50, “Debt - Modification and Extinguishment”, and concluded that probability of having to pay a Milestone payment was minimal and the change in the fair value of the conversion feature was not material. Since the Amendment did not cause a material change in cash flows, extinguishment accounting was not applicable. On April 29, 2022, the Company entered into an Amended and Restated Note Conversion Agreement (the “Note Conversion Agreement”) with certain holders of its Tranche 1 Notes (i) providing for a conversion price equal to the lesser of (x) $0.002 per share (pre-split) and (y) the price per share paid by the investors in a Qualified Financing for such New Securities purchased for cash and not through conversion of Notes (as such terms are defined in the Note Conversion Agreement), in each case subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization, (ii) automatic conversion upon the occurrence of a Qualified Financing, and (iii) amendment of the maturity date from March 31, 2022 to June 17, 2022 (the “New Notes”). Upon the effectiveness of the Company’s 1,000-1 reverse split, the conversion price adjusted to the lesser of (a) the price in the Qualified Financing or (b) $ 2.00 15 Due to changes in key provisions of the Tranche 1 Notes, the Company analyzed the before and after cash flows between the (i) fair value of the New Notes and (ii) reacquisition price of the Tranche 1 Notes prior to the (A) change in the maturity date from March 31, 2022 to June 17, 2022, (B) change in the conversion price to the lesser of (x) $ 2.00 The Company used a discounted cash flow method with Monte Carlo Simulation to value the Royalty Payments. Future Royalty Payments were estimated based on management’s best estimate of future cash flows under various scenarios which were discounted to present value using a risk-adjusted rate of 70 Based on the before and after cash flows of each note, the change was considered significantly different. Consequently, the New Notes were accounted for as a debt extinguishment of the Tranche 1 Notes and a new debt issuance of the New Notes. The Company recorded a $ 2.2 SCHEDULE OF LOSS UPON EXTINGUISHMENT Carrying value of Tranche 1 Notes $ 3,580,738 Less: Fair value of New Notes (4,079,838 ) Less: Fair value of Royalty Payments (1,697,000 ) Loss on Extinguishment $ (2,196,100 ) The Note Conversion Agreement also provided for the consummation of a Tranche 2 Financing (the “Tranche 2 Notes”) subject to (i) the aggregate principal amount of indebtedness represented by the Tranche 2 Notes being capped at $ 500,000 and (ii) Tranche 2 Notes’ being an unsecured obligation of the Company and expressly subordinate in all respects to all indebtedness of the Company under the Notes and including language in which the holders of such Tranche 2 Notes acknowledge, confirm and agree to the foregoing subordination terms. Pursuant to the terms of the Note Conversion Agreement, the Investors have agreed not to sell any capital stock of the Company for a period of 12 months following the Qualified Financing. For the year ended December 31, 2022, approximately $ 499,000 of amortization of the debt premium is included in interest income. On June 9, 2022, the Company entered into a securities purchase agreement for a total of $ 272,500 65 10 For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid. The Company also issued a promissory note for $ 100,000 This note bears interest at 15% (no matter when repaid) and converts at a discount of 25% of the price of a public offering or a 25% discount to the VWAP of the five (5) days prior to conversion. The embedded features in the convertible notes were analyzed under Accounting Standards Codification 815-“Derivatives and Hedging” (ASC 815) to determine if they required bifurcation as derivative instruments. To be a derivative, one of the criteria is that the embedded component must be net-settleable. While the Company’s Common Stock was traded on an exchange at the time of the transaction, the underlying shares are not readily convertible into cash since there is insufficient daily trading volume for the holders to convert the convertible notes into Common Stock without significantly affecting the share price. Accordingly, the embedded derivatives, including the embedded conversion feature, did not meet the definition of a derivative, and therefore, did not require bifurcation from the host instrument. Certain default put provisions, including a default put and default interest, were not considered to be clearly and closely related to the host instrument but the Company concluded that the value of these provisions was de minimus at inception. The Company will reconsider the value of these provisions each reporting period to determine if the value becomes material to the financial statements. On August 8, 2022, the Company entered into a securities purchase agreement for a total of $ 65,000 65 10 For the first six (6) months, the Company has the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid. The Company chose to early adopt effective January 1, 2021, ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contract in Entity’s Own Equity. Thus, the April 2021 and October 2021 Note Purchase Agreements did not require consideration of a beneficial conversion feature and were accounted for solely as debt on the balance sheets. Other Obligations During the year ending December 31, 2022, Michael Yurkowsky, CEO, advanced the Company approximately $ 40,000 35,000 |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
EQUITY TRANSACTIONS | Note 5 - Equity Transactions EQUITY TRANSACTIONS On December 31, 2021, a certain warrant holder of the Company, exercised 1,339,286 818,453 In January 2022, the Company offered certain warrant holders the opportunity to receive an additional warrant to purchase the Company’s Common Stock at $ 14.00 5 83,579 14.00 1,170,000 On June 10, 2022, the Company amended (the “Amendment”) its Articles of Incorporation to effectuate a one-for-one thousand reverse stock split (the “Reverse Split”) of its common stock. The Reverse Split was approved by FINRA on June 10, 2022, and effectuated on June 13, 2022. Pursuant to the Amendment, the Company also reduced the authorized shares of common stock to 500,000,000 618,506 438,776,170 438,776,170 438,776 On September 29, 2022, the Company entered into a securities purchase agreement with two related party accredited investors for the sale of shares of Common Stock and warrants (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company sold an aggregate of 112,500 56,250 2.50 225,000 On November 14, 2022, pursuant to the Purchase Agreement, the Company sold an aggregate of 15,000 7,250 2.50 30,000 The following table summarizes the Company’s common and preferred stock outstanding by class. The number of common stock shares has been adjusted to reflect a one-for-one thousand reverse stock split that became effective on June 13, 2022. SCHEDULE OF COMMON AND PREFERRED STOCK OUTSTANDING December 31, 2022 December 31, 2021 Common Stock 618,506 166,394 Series A Preferred Stock 438,776,170 501,887,532 Series A Preferred Stock For the years ended December 31, 2022 and 2021, 63,111,364 36,221,875 63,114 36,222 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 and to vote upon any matter submitted to a vote of the holders of common stock. Each Series A Holder shall vote on each matter on an as converted basis submitted to them with the holders of common stock. Conversion Series A Preferred Stock converts to common stock at a 1:1000 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. Share-Based Compensation The Company utilizes the Black-Scholes valuation method to recognize share-based compensation expense over the vesting period. The expected life represents the period that the stock-based compensation awards are expected to be outstanding. On April 1, 2021, the Board of Directors of the Company approved and granted certain directors and officers of the Company an aggregate of 54,750 4,750 70.00 The Board of Directors decided not to renew the former CEO’s (Robert Greif) employment contract; therefore, the unvested shares were forfeited resulting in a reduction of share-based compensation of approximately $ 205,000 On June 10, 2022, the Company amended its Articles of Incorporation to effectuate a one-for-one thousand reverse stock split of its common stock. The Reverse Split was approved by FINRA on June 10, 2022 and effectuated on June 13, 2022. As of December 31, 2022, 29,385 options were outstanding and 21,406 were vested. As of December 31, 2021, 29,635 options were outstanding and 15,385 were vested. For the years ended December 31, 2022 and 2021, the Company recognized and expense related to stock options of approximately $ 296,000 and $ 1,147,000 , respectively, which is included in share based compensation. As of December 31, 2022, the Company has approximately $ 156,000 of unrecognized compensation costs related to non-vested stock options, which is expected to be recognized over a weighted average period of approximately 1.95 years. Inputs used in the valuation models are as follows: SCHEDULE OF ASSUMPTIONS USED TO CALCULATE FAIR VALUE OF STOCK OPTIONS 2021 Grants Option value $ 54.00 to $ 56.00 Risk Free Rate 0.90 % to 1.37 % Expected Dividend- yield - to - Expected Volatility 173.99 % to 176.04 % Expected term (years) 5 to 7 The following is a summary of stock option activity for the years ended December 30, 2021 and 2022: SUMMARY OF STOCK OPTION ACTIVITY Shares Weighted Average Exercise Price Weighted Outstanding at December 31, 2020 410 $ 1,390.00 6.72 Granted 54,750 70.00 9.25 Expired/Cancelled (25,525 ) 70.00 — Outstanding at December 31, 2021 29,635 $ 86.48 9.20 Exercisable at December 31, 2021 15,385 $ 101.74 9.16 Outstanding at December 31, 2021 29,635 $ 86.48 9.20 Forfeited (250 ) 400.00 — Outstanding at December 31, 2022 29,385 $ 83.81 8.22 Exercisable at December 31, 2022 21,406 $ 88.96 8.21 The following is a summary of the Company’s non-vested shares for the years ended December, 2021 and 2022: SUMMARY OF STOCK OPTION ACTIVITY NON-VESTED Shares Weighted Average Grant Date Fair Value Non-vested at December 31, 2020 - $ - Granted 54,750 60.00 Vested (15,000 ) 50.00 Forfeited (25,500 ) 70.00 Non-vested at December 31, 2021 14,250 $ 60.00 Vested (6,271 ) 54.64 Non-vested at December 31, 2022 7,979 $ 55.70 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 and if-converted methods, as applicable. Any potentially dilutive securities are antidilutive due to the Company’s net losses. The Company excluded the following securities from the calculation of basic and diluted net loss per share as the effect would have been antidilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES OF BASIC AND DILUTED NET LOSS PER SHARE 2022 2021 For the Year Ended December 31, 2022 2021 Warrants to purchase common stock (in the money) 147,329 383,694 Series A Preferred Stock convertible to common stock 438,776 501,888 Total 586,105 885,582 Antidilutive Shares 586,105 885,582 Excluded from the above table are 300,638 21,406 22,608 29,635 As a result of the Reverse Stock Split, the Series A Preferred Stock is convertible at a ratio of one thousand shares of Series A Preferred Stock into one share of common stock. 438,776,168 438,776 |
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS & CONTINGENCIES | Note 6 – Commitments & Contingencies COMMITMENTS & CONTINGENCIES CEO Compensation Agreement On December 23, 2021, the Company entered into an employment agreement (the “Employment Agreement”) with Michael Yurkowsky, the Company’s Chief Executive Officer, to continue to serve as the Chief Executive Officer of the Company. Under the Employment Agreement, which commenced on December 1, 2021 (the “Effective Date”) and has a term of one year from the Effective Date (the “Employment Period”), Mr. Yurkowsky will receive a base salary of $ 180,000 In addition to his base salary, Mr. Yurkowsky may receive a one-time cash bonus in gross amount equal to $ 100,000 10,000,000 As additional compensation, Mr. Yurkowsky shall receive shares of common stock of the Company representing 1% of the Company’s fully diluted equity as of the grant date if the Company achieves a market capitalization of at least $ 250 500 The Equity Award was measured at fair value on its grant date using a Monte Carlo simulation model. The Monte Carlo simulation model includes assumptions for the expected term, volatility, and dividend yield, each of which are determined in reference to the Company’s historical results. The Company will recognize aggregate stock-based compensation expense of approximately $ 328,000 0.71 290,000 38,000 Consulting Agreements The Company entered into a consulting agreement with Tanya Rhodes of Rhodes & Associates, Inc, effective June 15, 2020, to serve as the Chief Science Officer of the Company. The agreement has a minimum term of six months with an average fee of $ 21,000 5 22,500 22,500 The Company entered into a consulting agreement with Alpha IR Group on March 1, 2022, to provide investor relations to the Company. The agreement is for twelve months with an average service fee of $ 9,750 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. The Company is involved in a lawsuit with Sinclair Broadcast Group, Inc. (“Sinclair”) which was filed on September 8, 2020, in the Circuit Court for the Thirteenth Judicial Circuit in and for Hillsborough County, Florida. Sinclair has obtained a legal judgment for breach of contract for advertising services in the amount of approximately $ 72,000 The Company is involved in a lawsuit with ITN Networks, LLC (“ITN”) which was filed on July 22, 2021, in the Circuit Court for the Thirteenth Judicial Circuit in and for Hillsborough County, Florida. ITN has obtained a legal judgment for breach of contract for advertising services in the amount of approximately $ 45,000 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | Note 7 – Debt DEBT Notes Payable Notes payable were assumed in the Merger (for further discussion, see Note 1 - “Overview” to the consolidated financial statements in the Company’s 2020 Annual Report on Form 10-K) 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 $ 69,000 at December 31, 2022 and December 31, 2021. The Company has not made payments on these notes since February 10, 2020. On April 19, 2022, the Company entered into a promissory note modification agreement with the Lender extending the maturity date of the notes to April 1, 2024. The modification agreement also reduces the interest rate from 5 % to 3 % and requires a monthly payment of $ 1,000 per month with a balloon payment at the end of the modified term. Convertible notes On April 1, 2021, the Company, entered into a Secured Convertible Note Purchase Agreement (the “April 2021 Note Purchase Agreement”) with five (5) related party investors (the “Holders”). Pursuant to the terms of the April 2021 Note Purchase Agreement, the Company sold promissory notes in the aggregate principal amount of $ 2,575,000 8 20 1,500,000 25,000 On October 14, 2021, H-Cyte, Inc. (the “Company”) entered into the Second Closing Bring Down Agreement (the “October 2021 Note Purchase Agreement”) whereby the five (5) related party investors who had entered into the April 2021 Note Purchase Agreement purchased new notes in the Company in the aggregate principal amount of $ 750,000 8 20 437,000 7,000 On February 22, 2022, the Company entered into a Debt Conversion Agreement (the “Amendment Agreement”) which i) provided for an additional round of convertible debt financing (“Tranche 2 Notes”) of up to $ 500,000 80 15 0.002 10 1) $ 1,000,000 2) Following the closing of a Qualified financing, 25 10 The Milestone Payments are not to exceed $2 million, and the Amendment Agreement also specifies that a Qualified Financing will not occur prior to the closing of the acquisition of Jantibody, LLC. The Company evaluated the Amendment Agreement under ASC 470-50, “Debt - Modification and Extinguishment”, and concluded that probability of having to pay a Milestone payment was minimal and the change in the fair value of the conversion feature was not material. Since the Amendment did not cause a material change in cash flows, extinguishment accounting was not applicable. On April 29, 2022, the Company entered into an Amended and Restated Note Conversion Agreement (the “Note Conversion Agreement”) with certain holders of its Tranche 1 Notes (i) providing for a conversion price equal to the lesser of (x) $ 0.002 Upon the effectiveness of the Company’s 1,000-1 reverse split, the conversion price adjusted to the lesser of (a) the price in the Qualified Financing or (b) $ 2.00 15 Due to changes in key provisions of the Tranche 1 Notes, the Company analyzed the before and after cash flows between the (i) fair value of the New Notes and (ii) reacquisition price of the Tranche 1 Notes prior to the (A) change in the maturity date from March 31, 2022 to June 17, 2022, (B) change in the conversion price to the lesser of (x) $ 2.00 The Company used a discounted cash flow method with Monte Carlo Simulation to value the Royalty Payments. Future Royalty Payments were estimated based on management’s best estimate of future cash flows under various scenarios which were discounted to present value using a risk-adjusted rate of 70 Based on the before and after cash flows of each note, the change was considered significantly different. Consequently, the New Notes were accounted for as a debt extinguishment of the Tranche 1 Notes and a new debt issuance of the New Notes. The Company recorded a $ 2.2 SCHEDULE OF LOSS UPON EXTINGUISHMENT OF DEBT Carrying value of Tranche 1 Notes $ 3,580,738 Less: Fair value of New Notes (4,079,838 ) Less: Fair value of Royalty Payments (1,697,000 ) Loss on Extinguishment $ (2,196,100 ) The Note Conversion Agreement also provided for the consummation of a Tranche 2 Financing (the “Tranche 2 Notes”) subject to (i) the aggregate principal amount of indebtedness represented by the Tranche 2 Notes being capped at $ 500,000 On June 9, 2022, the Company entered into a securities purchase agreement for a total of $ 272,500 65 10 For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid. The Company also issued a promissory note for $ 100,000 This note bears interest at 15% (no matter when repaid) and converts at a discount of 25% of the price of a public offering or a 25% discount to the VWAP of the five (5) days prior to conversion. The embedded features in the convertible notes were analyzed under ASC 815 to determine if they required bifurcation as derivative instruments. To be a derivative, one of the criteria is that the embedded component must be net-settleable. While the Company’s Common Stock was traded on an exchange at the time of the transaction, the underlying shares are not readily convertible into cash since there is insufficient daily trading volume for the holders to convert the convertible notes into Common Stock without significantly affecting the share price. Accordingly, the embedded derivatives, including the embedded conversion feature, did not meet the definition of a derivative, and therefore, did not require bifurcation from the host instrument. Certain default put provisions, including a default put and default interest, were not considered to be clearly and closely related to the host instrument but the Company concluded that the value of these provisions was de minimus at inception. The Company will reconsider the value of these provisions each reporting period to determine if the value becomes material to the financial statements. The Company chose to early adopt effective January 1, 2021, ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contract in Entity’s Own Equity. Thus, the April 2021 and October 2021 Note Purchase Agreements did not require consideration of a beneficial conversion feature and were accounted for solely as debt on the balance sheets. On August 9, 2022, the Company entered into a securities purchase agreement for a total of $ 65,000 35 10 For the first six (6) months, the Company has the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid. On February 24, 2023, H-Cyte, Inc., (the “Company”) and certain investors entered into a Securities Purchase Agreement (the “SPA”), whereby, the Company sold and issued to the certain investors, an aggregate of three hundred thousand dollars ($300,000.00) of the Company’s convertible promissory notes (the “Note” or “Notes”), which are convertible into the Company’s Common Stock, $ 0.001 0.001 2.00 5 2.00 The Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price. Further, in connection with the SPA, the Company also issued a Common Stock Purchase Warrant to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial exercise date, to purchase up to a certain amount of shares of Common Stock, with 20% of the shares of Common Stock issuable upon conversion of the Convertible Promissory Note purchased by the Holder, pursuant to the SPA between the Holder and the Company, dated February 24, 2023. The Company issued Warrants to purchase an aggregate of 30,000 2.00 On February 28, 2023, the Company entered into a securities purchase agreement for a total of $ 128,250 65 The notes bear interest at 10% and are due one year from issuance. For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid. On March 27, 2023, H-Cyte, Inc., (the “Company”) and three related party investors entered into a Securities Purchase Agreement (the “SPA”), whereby, the Company sold and issued to the certain investors, an aggregate of one hundred twenty five thousand dollars ($ 125,000.00 0.001 35,000.00 2.00 5 2.00 The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price. Further, in connection with the SPA, the Company also issued a Common Stock Purchase Warrant to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial exercise date, to purchase up to a certain amount of shares of Common Stock, with 20% of the shares of Common Stock issuable upon conversion of the Convertible Promissory Note purchased by the Holder, pursuant to the SPA between the Holder and the Company. The Company issued Warrants to purchase an aggregate of 13,500 2.00 Paycheck Protection Program On April 29, 2020, the Company issued a promissory note in the principal amount of $ 809,082 1 The Company did 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 Company received notification from the Small Business Administration (“SBA”), dated August 17, 2021, notifying it that $ 689,974 8,847 |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | N ote 8 – Acquisitions ACQUISITIONS The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Significant judgment is required in the application of the screen test to determine whether an acquisition is a business combination or an acquisition of assets. If an acquisition is determined to be a business combination as indicated in ASC 805, Business Combinations If an acquisition is determined to be an asset acquisition, the Company accounts for the transaction under ASC 805-50, which requires the cost of the asset acquisition, including transaction costs, to be allocated to identifiable assets acquired and liabilities assumed based on a relative fair value basis. Assets acquired as part of an asset acquisition that are considered to be in-process research and development (IPR&D) are immediately expensed unless there is an alternative future use in other research and development projects. Goodwill is not recognized in an asset acquisition and any excess consideration transferred over the fair value of the net assets acquired is allocated to the identifiable assets based on relative fair values (excluding non-qualifying assets). If the cost of the asset acquisition is less than the fair value of the net assets acquired, no gain is recognized in earnings. Contingent consideration payments in asset acquisitions are recognized when the contingency is resolved and the consideration is paid or becomes payable (unless the contingent consideration meets the definition of a derivative, in which case the amount becomes part of the basis in the asset acquired). Upon recognition of the contingent consideration payment, the amount is included in the cost of the acquired asset or group of assets. On September 7, 2022, the Company acquired all of the membership interests of Jantibody LLC (“Jantibody”), a Nevada limited liability company. Jantibody is focused on the development of novel proprietary immunotherapies targeted towards ovarian cancer, pancreatic cancer, and mesothelioma. Prior to the acquisition, Michael Yurkowsky, CEO, had approximately 17.5 Pursuant to the Jantibody Agreement, the Company issued the equity holders of Jantibody an aggregate of 52,023 The Company has agreed to issue the Jantibody holders an additional 2.0% of the Company’s common stock then outstanding upon the enrollment of the first patient in a Phase I FDA trial and additional 3.0% of the Company’s then outstanding common stock on a fully diluted basis upon the enrollment of the first patient in a Phase [III] FDA trial. The Company determined the contingent consideration was not subject to derivative accounting and will be recognized when the contingency is resolved, and the consideration is paid or becomes payable as outlined in ASC 450, Contingencies The Company determined this transaction represented an asset acquisition as defined by ASC 805, Business Combinations, 1,240,000 1,000,000 The purchase price of approximately $ 247,000 52,023 344,159 21,600 SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED Consideration: Common stock $ 29,557 Common stock (anti-dilution shares, to be issued – included in other current liabilities) 195,532 Direct transaction costs 21,600 Total costs of the asset acquisition $ 246,689 Assets acquired Cash $ 469 Accounts payable assumed – legal and administrative costs (999,728 ) Intangible assets: IPR&D 1,245,948 Net identifiable assets acquired $ 246,689 The IPR&D had not yet reached technological feasibility and had no alternative future use; thus, the purchased IPR&D asset and related costs were expensed immediately subsequent to the acquisition within the consolidated statements of operations. On December 22, 2022, the Company acquired a 100 33.3 Pursuant to the terms of the Scion Agreement, the Company issued the equity holders of Scion an aggregate of 123,153 In addition, the former shareholders of Scion are eligible to receive Performance Payments consisting of the following: SCHEDULE OF PERFORMANCE PAYMENTS Performance Milestone Performance Payment Qualified Funding/Uplifting of H-Cyte $ 45,000 1-Year Anniversary of Uplifting of H-Cyte $ 75,000 2-Year Anniversary of Uplifting of H-Cyte $ 120,000 Initiation of SkinDisc Study $ 50,000 Receipt of De Novo or any other approval/clearance that would allow SkinDisc to go to market $ 100,000 Submission for specific and individual reimbursement codes relating to SkinDisc $ 25,000 Receipt of specific and individual reimbursement codes relating to SkinDisc $ 50,000 Completion of SkinDisc Study $ 50,000 Launch of any additional SkinDisc product line extension (e.g., SkinDisc Lite)* $ 100,000 Annual net sales from SkinDisc (including SkinDisc extensions) (2023 and each subsequent calendar year)* Greater of (i) 4% of net revenues from SkinDisc (including SkinDisc line extensions) during such calendar year and (ii) $50,000 Cumulative net sales from SkinDisc (including SkinDisc extensions) of $ 600,000 $ 200,000 Cumulative net sales from SkinDisc (including SkinDisc extension) of $ 2,000,000 $ 150,000 Cumulative net sales from SkinDisc (including SkinDisc extension) of $ 4,000,000 $ 300,000 Net sales from SkinDisc (including SkinDisc extensions) of $ 6,000,000 $ 300,000 S ubstantially all of the value acquired was concentrated in a single in-process research and development (“IPRD”) asset, as defined by ASC 805, Business Combinations In an asset acquisition, cash-settled contingent consideration is measured when probable and estimable, unless the contingent consideration falls under the guidance of ASC 815. The Company determined the contingent consideration was not subject to ASC 815 and thus, the performance payments which were estimable and probable (i.e., more than 50% likely to occur) were recorded on the acquisition date. The fair value was estimated based on a probability weighting of the present value of cash flows over the expected time period until payment, using a credit-risk adjusted interest rate. Each reporting period, the Company will determine if the performance payments are estimable and probable and will record them as a liability at that time. The purchase price was allocated, as follows: SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED Consideration: $ 54,070 Anti-Dilution share liability 305,998 Contingent Performance payment liability 417,850 Direct transaction costs 14,338 Total costs of the asset acquisition $ 792,256 The common stock value was recorded as equity. The consideration of $ 792,256 the SkinDisc technology was still in the research and development stage and had no alternative future use. The purchased IPR&D asset was expensed immediately subsequent to the acquisition within our consolidated statements of operations. |
COMMON STOCK WARRANTS
COMMON STOCK WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock Warrants | |
COMMON STOCK WARRANTS | Note 9 - Common Stock Warrants COMMON STOCK WARRANTS A summary of the Company’s warrant issuance activity and related information for the years ended December 31, 2021 and 2022 is as follows: SUMMARY OF ISSUANCE OF WARRANTS Shares Weighted Weighted Outstanding and exercisable at December 31, 2020 413,424 $ 15.00 10.30 Expired (5,783 ) 330.00 — Exercised (1,339 ) 10.00 — Outstanding and exercisable at December 31, 2021 406,302 $ 35.00 8.17 Issued 148,329 9.06 4.41 Expired (23,085 ) (364.60 ) — Exercised (83,579 ) 14.00 — Outstanding and exercisable at December 31, 2022 447,967 $ 10.90 6.65 The fair value of all warrants issued are determined by using the Black-Scholes valuation technique. The inputs used in the Black-Scholes valuation technique to value each of the warrants as of their respective issue dates are as follows: SCHEDULE OF ISSUANCE OF WARRANTS VALUATION TECHNIQUE 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 (%) Granted for inducement agreement 1/19/2022 3,732 $ 63.25 $ 14.00 $ 62.00 5 1.62 187.79 Granted for inducement agreement 1/20/2022 372 $ 64.50 $ 14.00 $ 64.00 5 1.62 187.85 Granted for inducement agreement 1/20/2022 187 $ 64.50 $ 14.00 $ 64.00 5 1.62 187.85 Granted for inducement agreement 1/24/2022 374 $ 48.00 $ 14.00 $ 47.00 5 1.53 188.01 Granted for inducement agreement 1/25/2022 3,744 $ 49.10 $ 14.00 $ 48.00 5 1.56 188.00 Granted for inducement agreement 2/02/2022 3,741 $ 44.55 $ 14.00 $ 44.00 5 1.60 188.25 Granted for inducement agreement 2/04/2022 6,935 $ 44.38 $ 14.00 $ 43.00 5 1.78 188.33 Granted for inducement agreement 2/04/2022 13,870 $ 44.38 $ 14.00 $ 43.00 5 1.78 188.33 Granted for services provided 2/09/2022 1,000 $ 32.00 $ 14.00 $ 31.00 5 1.82 188.69 Granted for inducement agreement 2/22/2022 41,609 $ 32.88 $ 14.00 $ 32.00 5 1.85 188.59 Granted for inducement agreement 2/22/2022 693 $ 32.88 $ 14.00 $ 32.00 5 1.85 188.59 Granted for inducement agreement 3/21/2022 8,322 $ 28.00 $ 14.00 $ 27.00 5 2.33 194.01 Granted for securities purchase agreement 9/27/2022 56,250 $ 6.00 $ 2.50 $ 5.94 5 4.21 213.54 Granted for securities purchase agreement 11/14/2022 7,500 $ 5.75 $ 2.50 $ 5.69 5 4.00 213.28 The fair value of warrants issued during the year ended December 31, 2022 totaled approximately $ 377,000 3,133,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | Note 10 - Income Taxes 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, 2022, 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 2019. A reconciliation of the statutory federal income tax expense (benefit) to the effective tax is as follows for the years ended December 31: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) 2022 2021 Statutory rate – federal 21.0 % 21.0 % Effect of: State deferred provision 3.4 5.1 State NOL true-up (.3 ) (2.1 ) Prior year true up .1 (6.8 ) Other true-ups 8.9 - Loan forgiveness - PPP - 3.0 Other permanent differences (8.2 ) - Change in valuation allowances (24.9 ) (20.2 ) 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 $ 16.0 13.5 Deferred tax assets and liabilities consist of the following at December 31: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 Deferred Tax Assets: Federal and state net operating loss carry forwards $ 11,475,536 $ 10,680,766 Capitalized start-up costs 1,858,781 1,980,984 Capitalized research and development costs 616,031 210,448 Patents 26,777 32,371 Share-based compensation 423,133 543,252 Depreciation/Amortization 720,701 -- Accruals 833,004 -- Other 94,305 35,083 Total gross deferred tax assets 16,048,268 13,482,904 Deferred Tax Liabilities Right-of-use asset - - Total gross deferred tax liabilities - - Valuation Allowance 16,048,268 13,482,904 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, 2022, the Company had $ 46.4 39.2 7.2 31.3 30.6 .7 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | N ote 11 – Subsequent Events SUBSEQUENT EVENTS On February 24, 2023, H-Cyte, Inc., (the “Company”) and certain investors entered into a Securities Purchase Agreement (the “SPA”), whereby, the Company sold and issued to the certain investors, an aggregate of three hundred thousand dollars ($ 300,000.00 0.001 0.001 20 2.00 5 2.00 The Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent ( 8 20 Further, in connection with the SPA, the Company also issued a Common Stock Purchase Warrant to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial exercise date, to purchase up to a certain amount of shares of Common Stock, with 20 30,000 2.00 On February 28, 2023, the Company entered into a securities purchase agreement for a total of $ 128,250 65 The notes bear interest at 10% and are due one year from issuance. For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid. On March 27, 2023, H-Cyte, Inc., (the “Company”) and three related party investors entered into a Securities Purchase Agreement (the “SPA”), whereby, the Company sold and issued to the certain investors, an aggregate of one hundred twenty five thousand dollars ($ 125,000.00 0.001 35,000.00 2.00 5 2.00 The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price. Further, in connection with the SPA, the Company also issued a Common Stock Purchase Warrant to certain investors, which are exercisable on or prior to the close of business on the five (5) year anniversary of the initial exercise date, to purchase up to a certain amount of shares of Common Stock, with 20% of the shares of Common Stock issuable upon conversion of the Convertible Promissory Note purchased by the Holder, pursuant to the SPA between the Holder and the Company. The Company issued Warrants to purchase an aggregate of 13,500 2.00 |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
PRINCIPLES OF CONSOLIDATION | 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 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. |
RECLASSIFICATION OF PRIOR YEAR PRESENTATION | Reclassification of Prior Year Presentation RECLASSIFICATION OF PRIOR YEAR PRESENTATION Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
USE OF ESTIMATES | 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 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, 2022 and 2021 consists of funds deposited in checking accounts with commercial banks. |
ACCOUNTS RECEIVABLE | 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, 2022 and 2021, management believes no 68,000 14,000 In February 2021, the Company implemented a patient financing program whereby it utilized third-party financing companies to facilitate financing to its patients to pay for treatments. The financing structure allows patients to make monthly payments to the financing companies with an interest rate ranging from 7.0 13.9 12 36 |
LEASES | Leases LEASES The Company accounts for leases in accordance with the Financial Accounting Standard Board (“FASB”) Topic 842, Leases, |
REVENUE RECOGNITION | 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’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 of approximately $25,000 for the year ended December 31, 2022. The Company has now closed all of its clinical operations in the autologous infusion therapy business which delivered treatments for patients with chronic respiratory and pulmonary disorders. |
RESEARCH AND DEVELOPMENT COSTS | 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 Advertising costs are recorded in operating expenses in the period in which they are incurred. |
SHARE-BASED COMPENSATION | Share-Based Compensation SHARE-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, 2022, 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, 2022 and 2021 since it is currently likely that the benefit will not be realized in future periods. There are no uncertain tax positions at December 31, 2022 and 2021. The Company has not undergone any tax examinations since inception. |
Income Tax, Policy [Policy Text Block] | |
NET LOSS PER SHARE | 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 and if-converted methods, as applicable. Any potentially dilutive securities are antidilutive due to the Company’s net losses. |
FAIR VALUE MEASUREMENTS | 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 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, 2022, these fair values may not be indicative of net realizable value or reflective of future fair values. |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF LOSS UPON EXTINGUISHMENT | SCHEDULE OF LOSS UPON EXTINGUISHMENT Carrying value of Tranche 1 Notes $ 3,580,738 Less: Fair value of New Notes (4,079,838 ) Less: Fair value of Royalty Payments (1,697,000 ) Loss on Extinguishment $ (2,196,100 ) |
EQUITY TRANSACTIONS (Tables)
EQUITY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SCHEDULE OF COMMON AND PREFERRED STOCK OUTSTANDING | The following table summarizes the Company’s common and preferred stock outstanding by class. The number of common stock shares has been adjusted to reflect a one-for-one thousand reverse stock split that became effective on June 13, 2022. SCHEDULE OF COMMON AND PREFERRED STOCK OUTSTANDING December 31, 2022 December 31, 2021 Common Stock 618,506 166,394 Series A Preferred Stock 438,776,170 501,887,532 |
SCHEDULE OF ASSUMPTIONS USED TO CALCULATE FAIR VALUE OF STOCK OPTIONS | Inputs used in the valuation models are as follows: SCHEDULE OF ASSUMPTIONS USED TO CALCULATE FAIR VALUE OF STOCK OPTIONS 2021 Grants Option value $ 54.00 to $ 56.00 Risk Free Rate 0.90 % to 1.37 % Expected Dividend- yield - to - Expected Volatility 173.99 % to 176.04 % Expected term (years) 5 to 7 |
SUMMARY OF STOCK OPTION ACTIVITY | The following is a summary of stock option activity for the years ended December 30, 2021 and 2022: SUMMARY OF STOCK OPTION ACTIVITY Shares Weighted Average Exercise Price Weighted Outstanding at December 31, 2020 410 $ 1,390.00 6.72 Granted 54,750 70.00 9.25 Expired/Cancelled (25,525 ) 70.00 — Outstanding at December 31, 2021 29,635 $ 86.48 9.20 Exercisable at December 31, 2021 15,385 $ 101.74 9.16 Outstanding at December 31, 2021 29,635 $ 86.48 9.20 Forfeited (250 ) 400.00 — Outstanding at December 31, 2022 29,385 $ 83.81 8.22 Exercisable at December 31, 2022 21,406 $ 88.96 8.21 |
SUMMARY OF STOCK OPTION ACTIVITY NON-VESTED | The following is a summary of the Company’s non-vested shares for the years ended December, 2021 and 2022: SUMMARY OF STOCK OPTION ACTIVITY NON-VESTED Shares Weighted Average Grant Date Fair Value Non-vested at December 31, 2020 - $ - Granted 54,750 60.00 Vested (15,000 ) 50.00 Forfeited (25,500 ) 70.00 Non-vested at December 31, 2021 14,250 $ 60.00 Vested (6,271 ) 54.64 Non-vested at December 31, 2022 7,979 $ 55.70 |
SCHEDULE OF ANTI-DILUTIVE SECURITIES OF BASIC AND DILUTED NET LOSS PER SHARE | The Company excluded the following securities from the calculation of basic and diluted net loss per share as the effect would have been antidilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES OF BASIC AND DILUTED NET LOSS PER SHARE 2022 2021 For the Year Ended December 31, 2022 2021 Warrants to purchase common stock (in the money) 147,329 383,694 Series A Preferred Stock convertible to common stock 438,776 501,888 Total 586,105 885,582 Antidilutive Shares 586,105 885,582 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LOSS UPON EXTINGUISHMENT OF DEBT | SCHEDULE OF LOSS UPON EXTINGUISHMENT OF DEBT Carrying value of Tranche 1 Notes $ 3,580,738 Less: Fair value of New Notes (4,079,838 ) Less: Fair value of Royalty Payments (1,697,000 ) Loss on Extinguishment $ (2,196,100 ) |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
SCHEDULE OF PERFORMANCE PAYMENTS | SCHEDULE OF PERFORMANCE PAYMENTS Performance Milestone Performance Payment Qualified Funding/Uplifting of H-Cyte $ 45,000 1-Year Anniversary of Uplifting of H-Cyte $ 75,000 2-Year Anniversary of Uplifting of H-Cyte $ 120,000 Initiation of SkinDisc Study $ 50,000 Receipt of De Novo or any other approval/clearance that would allow SkinDisc to go to market $ 100,000 Submission for specific and individual reimbursement codes relating to SkinDisc $ 25,000 Receipt of specific and individual reimbursement codes relating to SkinDisc $ 50,000 Completion of SkinDisc Study $ 50,000 Launch of any additional SkinDisc product line extension (e.g., SkinDisc Lite)* $ 100,000 Annual net sales from SkinDisc (including SkinDisc extensions) (2023 and each subsequent calendar year)* Greater of (i) 4% of net revenues from SkinDisc (including SkinDisc line extensions) during such calendar year and (ii) $50,000 Cumulative net sales from SkinDisc (including SkinDisc extensions) of $ 600,000 $ 200,000 Cumulative net sales from SkinDisc (including SkinDisc extension) of $ 2,000,000 $ 150,000 Cumulative net sales from SkinDisc (including SkinDisc extension) of $ 4,000,000 $ 300,000 Net sales from SkinDisc (including SkinDisc extensions) of $ 6,000,000 $ 300,000 |
Jantibody LLC [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED | SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED Consideration: Common stock $ 29,557 Common stock (anti-dilution shares, to be issued – included in other current liabilities) 195,532 Direct transaction costs 21,600 Total costs of the asset acquisition $ 246,689 Assets acquired Cash $ 469 Accounts payable assumed – legal and administrative costs (999,728 ) Intangible assets: IPR&D 1,245,948 Net identifiable assets acquired $ 246,689 |
Scion Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED | SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED Consideration: $ 54,070 Anti-Dilution share liability 305,998 Contingent Performance payment liability 417,850 Direct transaction costs 14,338 Total costs of the asset acquisition $ 792,256 |
COMMON STOCK WARRANTS (Tables)
COMMON STOCK WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock Warrants | |
SUMMARY OF ISSUANCE OF WARRANTS | A summary of the Company’s warrant issuance activity and related information for the years ended December 31, 2021 and 2022 is as follows: SUMMARY OF ISSUANCE OF WARRANTS Shares Weighted Weighted Outstanding and exercisable at December 31, 2020 413,424 $ 15.00 10.30 Expired (5,783 ) 330.00 — Exercised (1,339 ) 10.00 — Outstanding and exercisable at December 31, 2021 406,302 $ 35.00 8.17 Issued 148,329 9.06 4.41 Expired (23,085 ) (364.60 ) — Exercised (83,579 ) 14.00 — Outstanding and exercisable at December 31, 2022 447,967 $ 10.90 6.65 |
SCHEDULE OF ISSUANCE OF WARRANTS VALUATION TECHNIQUE | The fair value of all warrants issued are determined by using the Black-Scholes valuation technique. The inputs used in the Black-Scholes valuation technique to value each of the warrants as of their respective issue dates are as follows: SCHEDULE OF ISSUANCE OF WARRANTS VALUATION TECHNIQUE 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 (%) Granted for inducement agreement 1/19/2022 3,732 $ 63.25 $ 14.00 $ 62.00 5 1.62 187.79 Granted for inducement agreement 1/20/2022 372 $ 64.50 $ 14.00 $ 64.00 5 1.62 187.85 Granted for inducement agreement 1/20/2022 187 $ 64.50 $ 14.00 $ 64.00 5 1.62 187.85 Granted for inducement agreement 1/24/2022 374 $ 48.00 $ 14.00 $ 47.00 5 1.53 188.01 Granted for inducement agreement 1/25/2022 3,744 $ 49.10 $ 14.00 $ 48.00 5 1.56 188.00 Granted for inducement agreement 2/02/2022 3,741 $ 44.55 $ 14.00 $ 44.00 5 1.60 188.25 Granted for inducement agreement 2/04/2022 6,935 $ 44.38 $ 14.00 $ 43.00 5 1.78 188.33 Granted for inducement agreement 2/04/2022 13,870 $ 44.38 $ 14.00 $ 43.00 5 1.78 188.33 Granted for services provided 2/09/2022 1,000 $ 32.00 $ 14.00 $ 31.00 5 1.82 188.69 Granted for inducement agreement 2/22/2022 41,609 $ 32.88 $ 14.00 $ 32.00 5 1.85 188.59 Granted for inducement agreement 2/22/2022 693 $ 32.88 $ 14.00 $ 32.00 5 1.85 188.59 Granted for inducement agreement 3/21/2022 8,322 $ 28.00 $ 14.00 $ 27.00 5 2.33 194.01 Granted for securities purchase agreement 9/27/2022 56,250 $ 6.00 $ 2.50 $ 5.94 5 4.21 213.54 Granted for securities purchase agreement 11/14/2022 7,500 $ 5.75 $ 2.50 $ 5.69 5 4.00 213.28 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) 2022 2021 Statutory rate – federal 21.0 % 21.0 % Effect of: State deferred provision 3.4 5.1 State NOL true-up (.3 ) (2.1 ) Prior year true up .1 (6.8 ) Other true-ups 8.9 - Loan forgiveness - PPP - 3.0 Other permanent differences (8.2 ) - Change in valuation allowances (24.9 ) (20.2 ) 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: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 Deferred Tax Assets: Federal and state net operating loss carry forwards $ 11,475,536 $ 10,680,766 Capitalized start-up costs 1,858,781 1,980,984 Capitalized research and development costs 616,031 210,448 Patents 26,777 32,371 Share-based compensation 423,133 543,252 Depreciation/Amortization 720,701 -- Accruals 833,004 -- Other 94,305 35,083 Total gross deferred tax assets 16,048,268 13,482,904 Deferred Tax Liabilities Right-of-use asset - - Total gross deferred tax liabilities - - Valuation Allowance 16,048,268 13,482,904 Net deferred tax assets $ - $ - |
DESCRIPTION OF THE COMPANY (Det
DESCRIPTION OF THE COMPANY (Details Narrative) - shares | 12 Months Ended | ||
Jun. 10, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, shares, outstanding | 618,506 | 166,394 | |
Conversion of stock, shares converted | 438,776 | 438,776 | |
Series A Preferred Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Preferred stock, shares outstanding | 438,776,170 | 501,887,532 | |
Reverse Stock Split [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Common stock, shares, outstanding | 618,506 | ||
Conversion of stock, shares converted | 438,776 | ||
Reverse Stock Split [Member] | Series A Preferred Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Preferred stock, shares outstanding | 438,776,168 |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Allowance for doubtful accounts | $ 0 | $ 0 | |
Bad debt expenses | $ 67,595 | $ 14,399 | |
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Interest rate | 7% | ||
Debt instrument, term | 12 months | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Interest rate | 13.90% | ||
Debt instrument, term | 36 months |
LIQUIDITY, GOING CONCERN AND _2
LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS (Details Narrative) | 12 Months Ended | ||||||||
Apr. 12, 2023 USD ($) $ / shares shares | Apr. 12, 2023 USD ($) $ / shares shares | Mar. 27, 2023 USD ($) $ / shares shares | Feb. 28, 2023 USD ($) | Feb. 24, 2023 USD ($) $ / shares shares | Feb. 24, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Apr. 30, 2023 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Net loss | $ | $ 10,299,580 | $ 4,799,307 | |||||||
Cash | $ | 4,000 | $ 4,000 | |||||||
Proceeds from issuance of common stock | $ | $ 254,999 | ||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||
Subsequent Event [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Debt instrument, face amount | $ | $ 350 | $ 350 | |||||||
Warrant term | 5 years | 5 years | |||||||
Warrant exercise price | $ / shares | $ 2 | $ 2 | |||||||
Debt instrument description | The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price. | The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price. | |||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Debt instrument, face amount | $ | $ 1,250 | $ 300,000 | $ 300,000 | ||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.001 | $ 0.001 | |||||||
Common stock, par value | shares | 2 | 2 | 2 | ||||||
Warrant term | 5 years | 5 years | 5 years | 5 years | |||||
Warrant exercise price | $ / shares | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | ||||
Debt instrument description | The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price. | The Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price. | |||||||
Exercise on aggregate of warrants | shares | 13,500 | 13,500 | 13,500 | 30,000 | 30,000 | ||||
Proceeds from issuance of common stock | $ | $ 128,250 | ||||||||
Common stock discount percentage | 0.65 | ||||||||
Debt instrument, convertible description | The notes bear interest at 10% and are due one year from issuance. For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid. | ||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 |
SCHEDULE OF LOSS UPON EXTINGUIS
SCHEDULE OF LOSS UPON EXTINGUISHMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Loss on Extinguishment | $ (2,196,100) | |
Note Conversion Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Carrying value of Tranche 1 Notes | 3,580,738 | |
Less: Fair value of New Notes | (4,079,838) | |
Less: Fair value of Royalty Payments | (1,697,000) | |
Loss on Extinguishment | $ (2,196,100) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||
Aug. 09, 2022 | Aug. 08, 2022 | Jun. 13, 2022 | Jun. 09, 2022 | Jun. 09, 2022 | Apr. 29, 2022 | Feb. 22, 2022 | Jan. 17, 2022 | Jan. 02, 2022 | Oct. 14, 2021 | Apr. 02, 2021 | Mar. 02, 2021 | Jan. 12, 2021 | Jan. 02, 2021 | Oct. 02, 2020 | Jul. 02, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Jul. 02, 2022 | Dec. 31, 2021 | Jun. 17, 2022 | |
Related Party Transaction [Line Items] | |||||||||||||||||||||
Professional fees | $ 22,500 | ||||||||||||||||||||
Proceeds from convertible debt | $ 437,500 | $ 1,355,826 | |||||||||||||||||||
Reverse stock split | one-for-one thousand | 1-for-1000 | |||||||||||||||||||
Loss extinguishment of debt | $ 2,200,000 | $ 2,200,000 | |||||||||||||||||||
Amortization of Debt Discount (Premium) | (499,100) | ||||||||||||||||||||
Contractual obligation | 35,000 | ||||||||||||||||||||
Michael Yurkowsky [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Contractual obligation | 40,000 | ||||||||||||||||||||
Secured Convertible Note Purchase Agreement [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Debt face amount | $ 2,575,000 | ||||||||||||||||||||
Debt stated percentage | 8% | ||||||||||||||||||||
Secured Convertible Note Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Debt effective rate | 20% | ||||||||||||||||||||
Second Closing Bring Down Agreement [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Debt face amount | $ 750,000 | ||||||||||||||||||||
Debt stated percentage | 8% | 8% | |||||||||||||||||||
Debt effective rate | 20% | ||||||||||||||||||||
Debt Conversion Agreement [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Proceeds from convertible debt | $ 10,000,000 | ||||||||||||||||||||
Convertible debt | $ 500,000 | ||||||||||||||||||||
Conversion price percentage | 25% | ||||||||||||||||||||
Conversion price per share | $ 0.002 | ||||||||||||||||||||
Milestone payments | $ 1,000,000 | ||||||||||||||||||||
Debt Conversion Agreement [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Proceeds from convertible debt | $ 15,000,000 | ||||||||||||||||||||
Conversion price percentage | 80% | ||||||||||||||||||||
Note Conversion Agreement [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Conversion price per share | $ 2 | ||||||||||||||||||||
Risk adjusted percentage | 70% | ||||||||||||||||||||
Debt Instrument, Decrease, Forgiveness | $ 500,000 | ||||||||||||||||||||
Amortization of Debt Discount (Premium) | 499,000 | ||||||||||||||||||||
Note Conversion Agreement [Member] | New Notes [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Conversion price per share | $ 2 | ||||||||||||||||||||
Reverse stock split | Upon the effectiveness of the Company’s 1,000-1 reverse split, the conversion price adjusted to the lesser of (a) the price in the Qualified Financing or (b) $2.00 per share. | ||||||||||||||||||||
Royalty percentage | 15% | ||||||||||||||||||||
Note Conversion Agreement [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Conversion price per share | $ 0.002 | ||||||||||||||||||||
Raymond Monteleone [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Professional fees | $ 7,500 | $ 5,000 | |||||||||||||||||||
Additional fees | $ 2,500 | 2,500 | |||||||||||||||||||
Debt instrument periodic payment | $ 3,750 | ||||||||||||||||||||
Officers compensation | 75,000 | 70,000 | |||||||||||||||||||
Accrued salaries | 35,000 | ||||||||||||||||||||
Michael Yurkowsky [Member] | Oral Agreement [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Professional fees | $ 4,167 | ||||||||||||||||||||
Officers compensation | 0 | 46,000 | |||||||||||||||||||
William Horne [Member] | Oral Agreement [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Professional fees | $ 4,167 | 5,000 | $ 2,500 | ||||||||||||||||||
Officers compensation | 50,000 | $ 37,500 | |||||||||||||||||||
Accrued salaries | 17,500 | ||||||||||||||||||||
Deferred salary and compensation | $ 108,000 | ||||||||||||||||||||
Richard Rosenblum [Member] | Oral Agreement [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Professional fees | $ 5,000 | ||||||||||||||||||||
Debt instrument periodic payment | 2,500 | ||||||||||||||||||||
Officers compensation | 42,500 | ||||||||||||||||||||
Accrued salaries | 17,500 | ||||||||||||||||||||
Matthew Anderer [Member] | Oral Agreement [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Professional fees | $ 5,000 | ||||||||||||||||||||
Debt instrument periodic payment | $ 2,500 | ||||||||||||||||||||
Officers compensation | 42,500 | ||||||||||||||||||||
Accrued salaries | $ 17,500 | ||||||||||||||||||||
Investor [Member] | Secured Convertible Note Purchase Agreement [Member] | FWHC Bridge, LLC [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Proceeds from convertible debt | $ 1,500,000 | ||||||||||||||||||||
Investor [Member] | Secured Convertible Note Purchase Agreement [Member] | FWHC, LLC [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Proceeds from convertible debt | $ 25,000 | ||||||||||||||||||||
Investor [Member] | Second Closing Bring Down Agreement [Member] | FWHC Bridge, LLC [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Proceeds from convertible debt | $ 437,000 | ||||||||||||||||||||
Investor [Member] | October 2021 Note Purchase Agreement [Member] | FWHC Bridge, LLC [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Proceeds from convertible debt | $ 7,000 | ||||||||||||||||||||
Two Accredited Investors [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Debt face amount | $ 272,500 | $ 272,500 | |||||||||||||||||||
Debt stated percentage | 10% | 10% | |||||||||||||||||||
Debt effective rate | 65% | 65% | |||||||||||||||||||
Debt instrument description | For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid. | For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid. | |||||||||||||||||||
Accredited Investors [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Debt face amount | $ 100,000 | $ 100,000 | |||||||||||||||||||
Debt instrument description | This note bears interest at 15% (no matter when repaid) and converts at a discount of 25% of the price of a public offering or a 25% discount to the VWAP of the five (5) days prior to conversion. | ||||||||||||||||||||
Accredited Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Debt face amount | $ 65,000 | $ 65,000 | |||||||||||||||||||
Debt stated percentage | 10% | 10% | |||||||||||||||||||
Debt effective rate | 35% | 65% | |||||||||||||||||||
Debt instrument description | For the first six (6) months, the Company has the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid. | For the first six (6) months, the Company has the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid. |
SCHEDULE OF COMMON AND PREFERRE
SCHEDULE OF COMMON AND PREFERRED STOCK OUTSTANDING (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Common stock, shares outstanding | 618,506 | 166,394 |
Series A Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares outstanding | 438,776,170 | 501,887,532 |
One for Thousand Reverse Stock Split [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares outstanding | 618,506 | 166,394 |
One for Thousand Reverse Stock Split [Member] | Series A Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares outstanding | 438,776,170 | 501,887,532 |
SCHEDULE OF ASSUMPTIONS USED TO
SCHEDULE OF ASSUMPTIONS USED TO CALCULATE FAIR VALUE OF STOCK OPTIONS (Details) - 2021 Grants [Member] | 12 Months Ended |
Dec. 31, 2021 $ / shares | |
Minimum [Member] | |
Option value | $ 54 |
Risk Free Rate | 0.90% |
Expected Dividend- yield | |
Expected Volatility | 173.99% |
Expected term (years) | 5 years |
Maximum [Member] | |
Option value | $ 56 |
Risk Free Rate | 1.37% |
Expected Dividend- yield | |
Expected Volatility | 176.04% |
Expected term (years) | 7 years |
SUMMARY OF STOCK OPTION ACTIVIT
SUMMARY OF STOCK OPTION ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Shares, Outstanding Balance | 29,635 | 410 |
Weighted Average Exercise Price, Outstanding Balance | $ 86.48 | $ 1,390 |
Weighted Average Remaining Term (Years), Outstanding | 9 years 2 months 12 days | 6 years 8 months 19 days |
Shares, Granted | 54,750 | |
Weighted Average Exercise Price, Granted | $ 70 | |
Weighted Average Remaining Term (Years), Granted | 9 years 3 months | |
Shares, Expired/Cancelled | (25,525) | |
Weighted Average Exercise Price, Expired/Cancelled | $ 70 | |
Shares, Outstanding Balance | 29,385 | 29,635 |
Weighted Average Exercise Price, Outstanding Balance | $ 83.81 | $ 86.48 |
Weighted Average Remaining Term (Years), Outstanding | 8 years 2 months 19 days | 9 years 2 months 12 days |
Shares Exercisable, Balance | 21,406 | 15,385 |
Weighted Average Exercise Price, Exercisable | $ 88.96 | $ 101.74 |
Weighted Average Remaining Term (Years), Exercisable | 8 years 2 months 15 days | 9 years 1 month 28 days |
Shares, Forfeited | (250) | |
Weighted Average Exercise Price, Granted | $ 400 |
SUMMARY OF STOCK OPTION ACTIV_2
SUMMARY OF STOCK OPTION ACTIVITY NON-VESTED (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Shares Non-vested, Balance | 14,250 | |
Weighted Average Grant Date Fair Value Non-vested, Balance | $ 60 | |
Shares Non-vested, Granted | 54,750 | |
Weighted Average Grant Date Fair Value Non-vested, Granted | $ 60 | |
Shares Non-vested, Vested | (6,271) | (15,000) |
Weighted Average Grant Date Fair Value Non-vested, Vested | $ 54.64 | $ 50 |
Shares Non-vested, Forfeited | (25,500) | |
Weighted Average Grant Date Fair Value Non-vested, Forfeited | $ 70 | |
Shares Non-vested, Balance | 7,979 | 14,250 |
Weighted Average Grant Date Fair Value Non-vested, Balance | $ 55.70 | $ 60 |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES OF BASIC AND DILUTED NET LOSS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Shares | 586,105 | 885,582 |
Warrants to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Shares | 147,329 | 383,694 |
Series A Preferred Stock Convertible to Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Shares | 438,776 | 501,888 |
EQUITY TRANSACTIONS (Details Na
EQUITY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||||
Nov. 14, 2022 | Sep. 29, 2022 | Jun. 10, 2022 | Apr. 02, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2020 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Share based compensation warrants | 83,579 | 1,339 | ||||||||
Common stock issuance | 818,453 | |||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||||||
Common stock, shares outstanding | 618,506 | 166,394 | ||||||||
Conversion of stock shares | 438,776 | 438,776 | ||||||||
Proceeds from issuance of common stock | $ 254,999 | |||||||||
Conversion of stock, description | As a result of the Reverse Stock Split, the Series A Preferred Stock is convertible at a ratio of one thousand shares of Series A Preferred Stock into one share of common stock. | |||||||||
Share based compensation, stock option granted | 54,750 | |||||||||
Share based compensation, stock option vested | 6,271 | 15,000 | ||||||||
Share based compensation, stock option exercise price | $ 70 | |||||||||
Share-based compensation recognized | $ 585,712 | $ 1,184,903 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 29,385 | 29,635 | 410 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 21,406 | 15,385 | ||||||||
Employee Benefits and Share-Based Compensation | $ 296,000 | $ 1,147,000 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 156,000 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 1 year 11 months 12 days | |||||||||
Antidilutive securities excluded from computation | 586,105 | 885,582 | ||||||||
Reverse Stock Split [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Common stock, shares outstanding | 618,506 | |||||||||
Conversion of stock shares | 438,776 | |||||||||
Warrants [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Antidilutive securities excluded from computation | 300,638 | 22,608 | ||||||||
Stock Options [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Antidilutive securities excluded from computation | 21,406 | 29,635 | ||||||||
Purchase Agreement Member | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Exercise price of warrant | $ 2.50 | $ 2.50 | ||||||||
Proceeds from issuance of common stock | $ 30,000 | $ 225,000 | ||||||||
Series A Preferred Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Preferred stock, shares outstanding | 438,776,170 | 501,887,532 | ||||||||
Conversion of stock shares issued | 63,111,364 | 36,221,875 | ||||||||
Conversion of stock shares issued | 63,114 | 36,222 | ||||||||
Preferred stock, 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 and to vote upon any matter submitted to a vote of the holders of common stock. Each Series A Holder shall vote on each matter on an as converted basis submitted to them with the holders of common stock. | |||||||||
Conversion of stock, description | converts to common stock at a 1:1000 ratio immediately upon request of the Series A Holder. | |||||||||
Series A Preferred Stock [Member] | Reverse Stock Split [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Preferred stock, shares outstanding | 438,776,168 | |||||||||
Warrant Holders [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Exercise price of warrant | $ 14 | $ 14 | ||||||||
Warrant term | 5 years | |||||||||
Common stock and warrants purchase | 83,579 | |||||||||
Proceeds from warrant exercises | $ 1,170,000 | |||||||||
Directors and Officers [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Share based compensation, stock option granted | 54,750 | |||||||||
Share based compensation, stock option vested | 4,750 | |||||||||
Share based compensation, stock option exercise price | $ 70 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Share-based compensation recognized | $ 205,000 | |||||||||
Warrant [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Share based compensation warrants | 1,339,286 | |||||||||
Warrant [Member] | Purchase Agreement Member | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Common stock and warrants purchase | 7,250 | 56,250 | ||||||||
Common Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Common stock issuance | [1] | 818 | ||||||||
Common stock, shares outstanding | 618,506 | |||||||||
Common Stock [Member] | Purchase Agreement Member | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Sale of new shares | 15,000 | 112,500 | ||||||||
[1]The number of outstanding shares of common stock have been adjusted for all periods presented to reflect a one-for-one thousand |
COMMITMENTS & CONTINGENCIES (De
COMMITMENTS & CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |||||
Mar. 02, 2022 | Dec. 23, 2021 | Jan. 02, 2021 | Jun. 15, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | ||||||
Employment bonus | $ 1,053,542 | $ 2,213,862 | ||||
Share-based compensation arrangement by share-based payment award, description | As additional compensation, Mr. Yurkowsky shall receive shares of common stock of the Company representing 1% of the Company’s fully diluted equity as of the grant date if the Company achieves a market capitalization of at least $250 million for 60 consecutive days during the Employment Period (the “Equity Award”). If the Company achieves a market capitalization of at least $500 million for 60 consecutive days during the Employment Period, the executive shall receive an additional Equity Award of 1%, such that he has in the aggregate received shares of common stock of the Company representing 2% of the Company’s fully diluted equity as of the date of grant. | |||||
Employee benefits and share-based compensation | 296,000 | 1,147,000 | ||||
Equity award based compensation expense | 290,000 | $ 38,000 | ||||
Professional fees | $ 22,500 | |||||
Sinclair Broadcast Group Inc [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Advertising expense | 72,000 | |||||
ITN Network, LLC [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Advertising expense | $ 45,000 | |||||
Ms Rhodes [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Professional fees | $ 22,500 | |||||
Employment Agreement [Member] | Chief Executive Officer [Member] | Yurkowsky [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Base salary | $ 180,000 | |||||
Employment bonus | 100,000 | |||||
Secures and financing receivable | 10,000,000 | |||||
Equity Award [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Share based compensation expense | $ 328,000 | |||||
Straight line basis derived service period | 8 months 15 days | |||||
Equity Award [Member] | Chief Executive Officer [Member] | Minimum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Employee benefits and share-based compensation | $ 250,000,000 | |||||
Equity Award [Member] | Chief Executive Officer [Member] | Maximum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Employee benefits and share-based compensation | $ 500,000,000 | |||||
Consulting Agreement [Member] | Tanya Rhodes of Rhodes & Associates, Inc [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Professional average fee | $ 21,000 | |||||
Increase in professional average fee percentage | 5% | |||||
Consulting Agreement [Member] | Aplha IR Group [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Professional average fee | $ 9,750 |
SCHEDULE OF LOSS UPON EXTINGU_2
SCHEDULE OF LOSS UPON EXTINGUISHMENT OF DEBT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Loss on Extinguishment | $ (2,196,100) | |
Note Conversion Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Carrying value of Tranche 1 Notes | 3,580,738 | |
Less: Fair value of New Notes | (4,079,838) | |
Less: Fair value of Royalty Payments | (1,697,000) | |
Loss on Extinguishment | $ (2,196,100) |
DEBT (Details Narrative)
DEBT (Details Narrative) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Apr. 12, 2023 USD ($) $ / shares shares | Apr. 12, 2023 USD ($) $ / shares shares | Mar. 27, 2023 USD ($) $ / shares shares | Feb. 28, 2023 USD ($) | Feb. 24, 2023 USD ($) $ / shares shares | Feb. 24, 2023 USD ($) $ / shares shares | Aug. 09, 2022 USD ($) | Aug. 08, 2022 USD ($) | Jun. 13, 2022 | Jun. 09, 2022 USD ($) | Jun. 09, 2022 USD ($) | Apr. 29, 2022 USD ($) $ / shares | Feb. 22, 2022 USD ($) $ / shares | Oct. 14, 2021 USD ($) | Aug. 17, 2021 USD ($) | Apr. 02, 2021 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Jun. 17, 2022 | Feb. 28, 2021 | Apr. 29, 2020 USD ($) | |
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Proceeds from convertible debt | $ 437,500 | $ 1,355,826 | ||||||||||||||||||||
Reverse stock split | one-for-one thousand | 1-for-1000 | ||||||||||||||||||||
Loss extinguishment of debt | $ 2,200,000 | $ 2,200,000 | ||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | |||||||||||||||||||||
Proceeds from issuance of common stock | 254,999 | |||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument description | The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price. | The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price. | ||||||||||||||||||||
Debt instrument, face amount | $ 350 | $ 350 | ||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Warrant term | 5 years | 5 years | ||||||||||||||||||||
Warrant exercise price | $ / shares | $ 2 | $ 2 | ||||||||||||||||||||
Secured Convertible Note Purchase Agreement [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument interest rate | 8% | |||||||||||||||||||||
Debt instrument, face amount | $ 2,575,000 | |||||||||||||||||||||
Secured Convertible Note Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument, discount rate | 20% | |||||||||||||||||||||
Second Closing Bring Down Agreement [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument interest rate | 8% | 8% | ||||||||||||||||||||
Debt instrument, face amount | $ 750,000 | |||||||||||||||||||||
Debt instrument, discount rate | 20% | |||||||||||||||||||||
Debt Conversion Agreement [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Proceeds from convertible debt | $ 10,000,000 | |||||||||||||||||||||
Convertible debt | $ 500,000 | |||||||||||||||||||||
Conversion price percentage | 25% | |||||||||||||||||||||
Name conversion price per share | $ / shares | $ 0.002 | |||||||||||||||||||||
Milestone payments | $ 1,000,000 | |||||||||||||||||||||
Debt Conversion Agreement [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Proceeds from convertible debt | $ 15,000,000 | |||||||||||||||||||||
Conversion price percentage | 80% | |||||||||||||||||||||
Note Conversion Agreement [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Name conversion price per share | $ / shares | $ 2 | |||||||||||||||||||||
Risk adjusted percentage | 70% | |||||||||||||||||||||
Debt indebtedness amount | $ 500,000 | |||||||||||||||||||||
Note Conversion Agreement [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Name conversion price per share | $ / shares | $ 0.002 | |||||||||||||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument description | The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price. | The Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price. | ||||||||||||||||||||
Debt instrument, face amount | $ 1,250 | $ 300,000 | $ 300,000 | |||||||||||||||||||
Name conversion price per share | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Common stock, par value | shares | 2 | 2 | 2 | |||||||||||||||||||
Warrant term | 5 years | 5 years | 5 years | 5 years | ||||||||||||||||||
Warrant exercise price | $ / shares | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | |||||||||||||||||
Exercise on aggregate of warrants | shares | 13,500 | 13,500 | 13,500 | 30,000 | 30,000 | |||||||||||||||||
Proceeds from issuance of common stock | $ 128,250 | |||||||||||||||||||||
Common stock discount percentage | 0.65 | |||||||||||||||||||||
Debt instrument, convertible description | The notes bear interest at 10% and are due one year from issuance. For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid. | |||||||||||||||||||||
Paycheck Protection Program [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument interest rate | 1% | |||||||||||||||||||||
Debt instrument, face amount | $ 689,974 | $ 809,082 | ||||||||||||||||||||
Interest expense, debt | $ 8,847 | |||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument interest rate | 13.90% | |||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument interest rate | 7% | |||||||||||||||||||||
Investor [Member] | Secured Convertible Note Purchase Agreement [Member] | FWHC Bridge, LLC [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Proceeds from convertible debt | $ 1,500,000 | |||||||||||||||||||||
Investor [Member] | Secured Convertible Note Purchase Agreement [Member] | FWHC, LLC [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Proceeds from convertible debt | $ 25,000 | |||||||||||||||||||||
Investor [Member] | Second Closing Bring Down Agreement [Member] | FWHC Bridge, LLC [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Proceeds from convertible debt | $ 437,000 | |||||||||||||||||||||
Investor [Member] | October 2021 Note Purchase Agreement [Member] | FWHC Bridge, LLC [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Proceeds from convertible debt | $ 7,000 | |||||||||||||||||||||
Two Accredited Investors [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument interest rate | 10% | 10% | ||||||||||||||||||||
Debt instrument description | For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid. | For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 35% depending on when it is repaid. | ||||||||||||||||||||
Debt instrument, face amount | $ 272,500 | $ 272,500 | ||||||||||||||||||||
Debt instrument, discount rate | 65% | 65% | ||||||||||||||||||||
Accredited Investors [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument description | This note bears interest at 15% (no matter when repaid) and converts at a discount of 25% of the price of a public offering or a 25% discount to the VWAP of the five (5) days prior to conversion. | |||||||||||||||||||||
Debt instrument, face amount | $ 100,000 | $ 100,000 | ||||||||||||||||||||
Accredited Investor [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument interest rate | 10% | 10% | ||||||||||||||||||||
Debt instrument description | For the first six (6) months, the Company has the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid. | For the first six (6) months, the Company has the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid. | ||||||||||||||||||||
Debt instrument, face amount | $ 65,000 | $ 65,000 | ||||||||||||||||||||
Debt instrument, discount rate | 35% | 65% | ||||||||||||||||||||
Notes Payable [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 5,800 | |||||||||||||||||||||
Debt instrument interest rate | 5% | |||||||||||||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 1,000 | |||||||||||||||||||||
Notes Payable [Member] | Maximum [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument interest rate | 5% | |||||||||||||||||||||
Notes Payable [Member] | Minimum [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt instrument interest rate | 3% | |||||||||||||||||||||
Notes Payable [Member] | Merger [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Aug. 01, 2019 | |||||||||||||||||||||
Debt instrument description | The Company finalized an eighteen-month extension to March 1, 2021. | |||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Notes Payable | $ 69,000 | $ 69,000 | ||||||||||||||||||||
New Notes [Member] | Note Conversion Agreement [Member] | ||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||
Name conversion price per share | $ / shares | $ 2 | |||||||||||||||||||||
Reverse stock split | Upon the effectiveness of the Company’s 1,000-1 reverse split, the conversion price adjusted to the lesser of (a) the price in the Qualified Financing or (b) $2.00 per share. | |||||||||||||||||||||
Royalty percentage | 15% |
SCHEDULE OF NET IDENTIFIABLE AS
SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED (Details) - Intellectual Property [Member] - USD ($) | Dec. 22, 2022 | Sep. 07, 2022 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Common stock | $ 54,070 | $ 29,557 |
Common stock (anti-dilution shares, to be issued – included in other current liabilities) | 305,998 | 195,532 |
Direct transaction costs | 14,338 | 21,600 |
Total costs of the asset acquisition | $ 792,256 | 246,689 |
Cash | 469 | |
Accounts payable assumed – legal and administrative costs | (999,728) | |
Intangible assets: IPR&D | 1,245,948 | |
Net identifiable assets acquired | $ 246,689 |
SCHEDULE OF PERFORMANCE PAYMENT
SCHEDULE OF PERFORMANCE PAYMENTS (Details) - Scion Agreement [Member] | Dec. 22, 2022 USD ($) |
Qualified Funding/Uplifting [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Performance payment | $ 45,000 |
1-Year Anniversary of Uplifting [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Performance payment | 75,000 |
2-Year Anniversary of Uplifting [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Performance payment | 120,000 |
Initiation of SkinDisc Study [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Performance payment | 50,000 |
Receipt of Approval/Clearance that would Allow SkinDisc to go to Market [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Performance payment | 100,000 |
Submission for Specific and Individual Reimbursement Codes Relating to SkinDisc [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Performance payment | 25,000 |
Receipt of Specific and Individual Reimbursement Codes Relating to SkinDisc [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Performance payment | 50,000 |
Completion of SkinDisc Study [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Performance payment | 50,000 |
Launch of Any Additional SkinDisc Product Line Extension [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Performance payment | $ 100,000 |
Sales [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Performance payment description | Greater of (i) 4% of net revenues from SkinDisc (including SkinDisc line extensions) during such calendar year and (ii) $50,000 |
Cumulative Net Sales from SkinDisc of $600,000 [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Performance payment | $ 200,000 |
Cumulative Net Sales from SkinDisc of $2,000,000 [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Performance payment | 150,000 |
Cumulative Net Sales from SkinDisc of $4,000,000 [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Performance payment | 300,000 |
Net Sales from SkinDisc of $6,000,000 [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Performance payment | $ 300,000 |
SCHEDULE OF PERFORMANCE PAYME_2
SCHEDULE OF PERFORMANCE PAYMENTS (Details) (Parenthetical) - Scion Agreement [Member] | Dec. 22, 2022 USD ($) |
Cumulative Net Sales from SkinDisc of $600,000 [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Net sales | $ 600,000 |
Cumulative Net Sales from SkinDisc of $2,000,000 [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Net sales | 2,000,000 |
Cumulative Net Sales from SkinDisc of $4,000,000 [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Net sales | 4,000,000 |
Net Sales from SkinDisc of $6,000,000 [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Net sales | $ 6,000,000 |
SCHEDULE OF NET IDENTIFIABLE _2
SCHEDULE OF NET IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - Intellectual Property [Member] - USD ($) | Dec. 22, 2022 | Sep. 07, 2022 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Consideration: Common stock | $ 54,070 | $ 29,557 |
Anti-Dilution share liability | 305,998 | 195,532 |
Contingent Performance payment liability | 417,850 | |
Direct transaction costs | 14,338 | 21,600 |
Total costs of the asset acquisition | $ 792,256 | $ 246,689 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 22, 2022 | Sep. 07, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||
Business combination, recognized identifiable assets acquired | $ 1,240,000 | ||
Assumed liabilities | 1,000,000 | ||
Purchase price | 247,000 | ||
Transaction costs | $ 21,600 | ||
Skin Disc Technology [Member] | |||
Business Acquisition [Line Items] | |||
Asset acquisition consideration transferred | $ 792,256 | ||
Scion Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Voting right percentage | 100% | ||
Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Number of shares issued | 52,023 | ||
Anti Dilution Shares [Member] | |||
Business Acquisition [Line Items] | |||
Number of shares issued | 344,159 | ||
Jantibody Agreement [Member] | Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Shares issued, acquisition | 52,023 | ||
Scion Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Shares issued, acquisition | 123,153 | ||
Jantibody LLC [Member] | |||
Business Acquisition [Line Items] | |||
Ownership percentage | 17.50% | ||
Scion Solutions L L C [Member] | |||
Business Acquisition [Line Items] | |||
Ownership percentage | 33.30% |
SUMMARY OF ISSUANCE OF WARRANTS
SUMMARY OF ISSUANCE OF WARRANTS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Common Stock Warrants | ||
Number of Shares, Warrants Outstanding and Exercisable, Balance | 406,302 | 413,424 |
Weighted Average Exercise Price, Outstanding and Exercisable, Balance | $ 35 | $ 15 |
Weighted Average Remaining Contractual Life Outstanding and Exercisable | 10 years 3 months 18 days | |
Number of Shares, Expired | (23,085) | (5,783) |
Weighted Average Exercise Price, Expired | $ (364.60) | $ 330 |
Number of Shares, Exercised | (83,579) | (1,339) |
Weighted Average Exercise Price, Exercised | $ 14 | $ 10 |
Number of Shares, Warrants Outstanding and Exercisable, Balance | 447,967 | 406,302 |
Weighted Average Exercise Price, Outstanding and Exercisable, Balance | $ 10.90 | $ 35 |
Weighted Average Remaining Contractual Life Outstanding and Exercisable | 6 years 7 months 24 days | 8 years 2 months 1 day |
Number of Shares, Issued | 148,329 | |
Weighted Average Exercise Price, Issued | $ 9.06 |
SCHEDULE OF ISSUANCE OF WARRANT
SCHEDULE OF ISSUANCE OF WARRANTS VALUATION TECHNIQUE (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Granted For Services Provided [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 1,000 |
Stock Price | $ 32 |
Exercise Price of Warrant | 14 |
Warrant Grant Date Fair Value | $ 31 |
Life of Warrant | 5 years |
Measurement Input, Risk Free Interest Rate [Member] | Granted For Services Provided [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 1.82 |
Measurement Input, Price Volatility [Member] | Granted For Services Provided [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 188.69 |
Granted For Inducement Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 3,732 |
Stock Price | $ 63.25 |
Exercise Price of Warrant | 14 |
Warrant Grant Date Fair Value | $ 62 |
Life of Warrant | 5 years |
Granted For Inducement Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 1.62 |
Granted For Inducement Agreement [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 187.79 |
Granted For Inducement Agreement One [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 372 |
Stock Price | $ 64.50 |
Exercise Price of Warrant | 14 |
Warrant Grant Date Fair Value | $ 64 |
Life of Warrant | 5 years |
Granted For Inducement Agreement One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 1.62 |
Granted For Inducement Agreement One [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 187.85 |
Granted For Inducement Agreement Two [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 187 |
Stock Price | $ 64.50 |
Exercise Price of Warrant | 14 |
Warrant Grant Date Fair Value | $ 64 |
Life of Warrant | 5 years |
Granted For Inducement Agreement Two [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 1.62 |
Granted For Inducement Agreement Two [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 187.85 |
Granted For Inducement Agreement Three [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 374 |
Stock Price | $ 48 |
Exercise Price of Warrant | 14 |
Warrant Grant Date Fair Value | $ 47 |
Life of Warrant | 5 years |
Granted For Inducement Agreement Three [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 1.53 |
Granted For Inducement Agreement Three [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 188.01 |
Granted For Inducement Agreement Four [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 3,744 |
Stock Price | $ 49.10 |
Exercise Price of Warrant | 14 |
Warrant Grant Date Fair Value | $ 48 |
Life of Warrant | 5 years |
Granted For Inducement Agreement Four [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 1.56 |
Granted For Inducement Agreement Four [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 188 |
Granted For Inducement Agreement Five [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 3,741 |
Stock Price | $ 44.55 |
Exercise Price of Warrant | 14 |
Warrant Grant Date Fair Value | $ 44 |
Life of Warrant | 5 years |
Granted For Inducement Agreement Five [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 1.60 |
Granted For Inducement Agreement Five [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 188.25 |
Granted For Inducement Agreement Six [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 6,935 |
Stock Price | $ 44.38 |
Exercise Price of Warrant | 14 |
Warrant Grant Date Fair Value | $ 43 |
Life of Warrant | 5 years |
Granted For Inducement Agreement Six [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 1.78 |
Granted For Inducement Agreement Six [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 188.33 |
Granted For Inducement Agreement Seven [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 13,870 |
Stock Price | $ 44.38 |
Exercise Price of Warrant | 14 |
Warrant Grant Date Fair Value | $ 43 |
Life of Warrant | 5 years |
Granted For Inducement Agreement Seven [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 1.78 |
Granted For Inducement Agreement Seven [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 188.33 |
Granted For Inducement Agreement Eight [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 41,609 |
Stock Price | $ 32.88 |
Exercise Price of Warrant | 14 |
Warrant Grant Date Fair Value | $ 32 |
Life of Warrant | 5 years |
Granted For Inducement Agreement Eight [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 1.85 |
Granted For Inducement Agreement Eight [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 188.59 |
Granted For Inducement Agreement Nine [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 693 |
Stock Price | $ 32.88 |
Exercise Price of Warrant | 14 |
Warrant Grant Date Fair Value | $ 32 |
Life of Warrant | 5 years |
Granted For Inducement Agreement Nine [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 1.85 |
Granted For Inducement Agreement Nine [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 188.59 |
Granted For Inducement Agreement Ten [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 8,322 |
Stock Price | $ 28 |
Exercise Price of Warrant | 14 |
Warrant Grant Date Fair Value | $ 27 |
Life of Warrant | 5 years |
Granted For Inducement Agreement Ten [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 2.33 |
Granted For Inducement Agreement Ten [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 194.01 |
Granted For Inducement Agreement Eleven [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 56,250 |
Stock Price | $ 6 |
Exercise Price of Warrant | 2.50 |
Warrant Grant Date Fair Value | $ 5.94 |
Life of Warrant | 5 years |
Granted For Inducement Agreement Eleven [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 4.21 |
Granted For Inducement Agreement Eleven [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 213.54 |
Granted For Inducement Agreement Twelve [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of Warrants | shares | 7,500 |
Stock Price | $ 5.75 |
Exercise Price of Warrant | 2.50 |
Warrant Grant Date Fair Value | $ 5.69 |
Life of Warrant | 5 years |
Granted For Inducement Agreement Twelve [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 4 |
Granted For Inducement Agreement Twelve [Member] | Measurement Input, Price Volatility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Warrant Input, Percentage | 213.28 |
COMMON STOCK WARRANTS (Details
COMMON STOCK WARRANTS (Details Narrative) - Warrant Issued [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
General and administrative expense | $ 377,000 |
Interest expense, debt | $ 3,133,000 |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT) (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory rate – federal | 21% | 21% |
State deferred provision | 3.40% | 5.10% |
State NOL true-up | 0.30% | (2.10%) |
Prior year true up | 0.10% | (6.80%) |
Other true-ups | 8.90% | |
Loan forgiveness - PPP | 300% | |
Other permanent differences | (8.20%) | |
Change in valuation allowances | (24.90%) | (20.20%) |
Income taxes | 0% | 0% |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) | Dec. 31, 2021 USD ($) |
Income Tax Disclosure [Abstract] | |
Federal and state net operating loss carry forwards | $ 10,680,766 |
Capitalized start-up costs | 1,980,984 |
Capitalized research and development costs | 210,448 |
Patents | 32,371 |
Share-based compensation | 543,252 |
Depreciation/Amortization | |
Accruals | |
Other | 35,083 |
Total gross deferred tax assets | 13,482,904 |
Right-of-use asset | |
Total gross deferred tax liabilities | |
Valuation Allowance | 13,482,904 |
Net deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowances of deferred tax assets | $ 16 | $ 13.5 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 46.4 | |
Domestic Tax Authority [Member] | Reduce Future Taxable Income [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 39.2 | |
Domestic Tax Authority [Member] | Expire Beginning 2035 to 2037 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 7.2 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 31.3 | |
State and Local Jurisdiction [Member] | Reduce Future Taxable Income [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 30.6 | |
State and Local Jurisdiction [Member] | Expire Beginning 2035 to 2037 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 0.7 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 12 Months Ended | |||||||
Apr. 12, 2023 USD ($) $ / shares shares | Apr. 12, 2023 USD ($) $ / shares shares | Mar. 27, 2023 USD ($) $ / shares shares | Feb. 28, 2023 USD ($) | Feb. 24, 2023 USD ($) $ / shares shares | Feb. 24, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares | |
Subsequent Event [Line Items] | ||||||||
Sold and issued convertible promissory notes | $ | ||||||||
Common stock, par value | $ / shares | $ 0.001 | |||||||
Proceeds from issuance of common stock | $ | $ 254,999 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Sold and issued convertible promissory notes | $ | $ 300,000 | |||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||
Convertible shares percentage | 20% | |||||||
Conversion price per share | $ / shares | $ 2 | |||||||
Warrant term | 5 years | 5 years | ||||||
Warrant exercise price | $ / shares | $ 2 | $ 2 | ||||||
Accrued unpaid interest rate percentage | 8% | |||||||
Warrants to purchase | shares | 30,000 | 30,000 | ||||||
Debt instrument, face amount | $ | $ 350 | $ 350 | ||||||
Debt instrument description | The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price. | The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price. | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Warrant term | 5 years | 5 years | 5 years | 5 years | ||||
Warrant exercise price | $ / shares | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 | |||
Proceeds from issuance of common stock | $ | $ 128,250 | |||||||
Common stock discount percentage | 0.65 | |||||||
Debt instrument, convertible description | The notes bear interest at 10% and are due one year from issuance. For the first six months, the Company has the right to prepay the notes at a premium of between 25% and 40% depending on when it is repaid. | |||||||
Debt instrument, face amount | $ | $ 1,250 | $ 300,000 | $ 300,000 | |||||
Common stock, par value | shares | 2 | 2 | 2 | |||||
Debt instrument description | The March 27, 2023 Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. The April 12, 2023 Note has a maturity date 60 days from issuance. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price. | The Notes have a maturity date of the earlier of (i) one year from issuance; or (ii) upon the closing of a qualified offering. Interest on the Note shall accrue on the unpaid principal balance of this Note at the rate of eight percent (8%) per annum, and will be calculated on an actual/365-day basis. In the event that the Company moves forward with a qualified offering, as referenced in the SPA, the Holder may convert the unpaid and outstanding principal plus any accrued and unpaid Interest into shares of the Company’s Common Stock at a conversion price equal to a 20% discount to the offering price. | ||||||
Exercise on aggregate of warrants | shares | 13,500 | 13,500 | 13,500 | 30,000 | 30,000 |