Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 01, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | Zivo Bioscience, Inc. | |
Entity Central Index Key | 0001101026 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 9,419,660 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40449 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 87-0699977 | |
Entity Address Address Line 1 | 21 E. Long Lake Road | |
Entity Address Address Line 2 | Suite 100 | |
Entity Address City Or Town | Bloomfield Hills | |
Entity Address State Or Province | MI | |
Entity Address Postal Zip Code | 48304 | |
City Area Code | 248 | |
Local Phone Number | 452 9866 | |
Security 12b Title | Common Stock, par value $0.001 per share | |
Trading Symbol | ZIVO | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEET - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash | $ 5,083,720 | $ 8,901,875 |
Prepaid expenses | 517,114 | 58,078 |
Total current assets | 5,600,834 | 8,959,953 |
PROPERTY AND EQUIPMENT, NET | 0 | 0 |
OTHER ASSETS | ||
Operating lease - right of use asset | 231,716 | 27,225 |
Security deposit | 32,058 | 3,000 |
Total other assets | 263,774 | 30,225 |
TOTAL ASSETS | 5,864,608 | 8,990,178 |
CURRENT LIABILITIES: | ||
Accounts payable | 407,838 | 654,333 |
Current portion of long-term operating lease | 86,364 | 15,178 |
Convertible debentures payable | 240,000 | 240,000 |
Deferred R&D obligations - participation agreements | 801,061 | 1,106,320 |
Deferred R&D obligations - participation agreements related parties | 267,211 | 369,037 |
Accrued interest | 97,076 | 95,886 |
Accrued liabilities - payroll and directors fees | 448,409 | 467,215 |
Note payable | 349,222 | 0 |
Total Current Liabilities | 2,697,181 | 2,947,969 |
LONG-TERM LIABILITIES: | ||
Long-term operating lease, net of current portion | 157,004 | 0 |
Total long-term liabilities | 157,004 | 0 |
TOTAL LIABILITIES | 2,854,185 | 2,947,969 |
STOCKHOLDERS' EQUITY: | ||
Common stock, $0.001 par value, 150,000,000 shares authorized; [9,419,660] and 9,419,660 issued and outstanding at June 30, 2022 and December 31, 2021 | 9,420 | 9,420 |
Additional paid-in capital | 115,328,203 | 114,259,830 |
Accumulated deficit | (112,327,200) | (108,227,041) |
Total stockholders' equity | 3,010,423 | 6,042,209 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 5,864,608 | $ 8,990,178 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
CONDENSED CONSOLIDATED BALANCE SHEET | ||
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 |
Common Stock, Shares Issued | 9,419,660 | 9,419,660 |
Common Stock, Shares Outstanding | 9,419,660 | 9,419,660 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
REVENUES: | ||||
Service revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Total revenues | 0 | 0 | 0 | 0 |
COSTS AND EXPENSES: | ||||
General and Administrative | 1,629,553 | 1,281,488 | 2,976,295 | 2,718,310 |
Research and Development | 438,048 | 467,918 | 1,117,821 | 1,114,670 |
Total costs and expenses | 2,067,601 | 1,749,406 | 4,094,116 | 3,832,980 |
LOSS FROM OPERATIONS | (2,067,601) | (1,749,406) | (4,094,116) | (3,832,980) |
OTHER EXPENSE: | ||||
Interest expense | 4,238 | 18,582 | 6,043 | 43,043 |
Interest expense - related parties | 0 | 77,660 | 0 | 188,604 |
Total other expense | 4,238 | 96,242 | 6,043 | 231,647 |
NET LOSS | $ (2,071,839) | $ (1,845,648) | $ (4,100,159) | $ (4,064,627) |
BASIC AND DILUTED LOSS PER SHARE | $ (0.22) | $ (0.28) | $ (0.44) | $ (0.70) |
WEIGHTED AVERAGE BASIC AND DILUTED SHARES OUTSTANDING | 9,419,660 | 6,490,505 | 9,419,660 | 5,846,011 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT) (UNAUDITED) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Dec. 31, 2020 | 5,162,945 | |||
Balance, amount at Dec. 31, 2020 | $ (11,310,614) | $ 5,163 | $ 87,747,898 | $ (99,063,675) |
Issuance of warrants for services | 1,344,989 | 1,344,989 | ||
Issuance of common stock for cash - related party, shares | 4,464 | |||
Issuance of common stock for cash - related party, amount | 50,000 | $ 4 | 49,996 | |
Issuance of common stock for cash, shares | 139,664 | |||
Issuance of common stock for cash, amount | 1,514,969 | $ 140 | 1,514,829 | |
Issuance of warrants pursuant to the participation agreements | 55,697 | 55,697 | ||
Common stock issued on cashless warrant exercise, shares | 54,361 | |||
Common stock issued on cashless warrant exercise, amount | 0 | $ 54 | (54) | |
Public offering issuance of stock and warrants, shares | 2,760,000 | |||
Public offering issuance of stock and warrants, amount | 13,800,000 | $ 2,760 | 13,797,240 | |
Fractional shares from split, amount | 0 | $ 0 | 0 | 0 |
Fractional shares from split, shares | (99) | |||
Underwriting and other expenses for public offering | (1,622,638) | (1,622,638) | ||
Warrants sold as part of the public offering | 4,240 | 4,240 | ||
Common stock issued on conversion of 11% Convertible Debt and accrued interest, shares | 942,322 | |||
Common stock issued on conversion of 11% Convertible Debt and accrued interest, amount | 7,538,557 | $ 942 | 7,537,615 | |
Stock issued for services, shares | 5,000 | |||
Stock issued for services, amount | 22,400 | $ 5 | 22,395 | |
Net loss for the six months ended June 30, 2021 | (4,064,627) | (4,064,627) | ||
Balance, shares at Jun. 30, 2021 | 9,068,657 | |||
Balance, amount at Jun. 30, 2021 | 7,332,972 | $ 9,069 | 110,452,205 | (103,128,302) |
Balance, shares at Mar. 31, 2021 | 5,263,983 | |||
Balance, amount at Mar. 31, 2021 | (11,423,769) | $ 5,264 | 89,853,620 | (101,282,653) |
Issuance of warrants for services | 369,965 | $ 0 | 369,965 | 0 |
Issuance of common stock for cash, shares | 43,090 | |||
Issuance of common stock for cash, amount | 474,970 | $ 43 | 474,926 | 0 |
Issuance of warrants pursuant to the participation agreements | 14,898 | $ 0 | 14,898 | 0 |
Common stock issued on cashless warrant exercise, shares | 54,361 | |||
Common stock issued on cashless warrant exercise, amount | 0 | $ 54 | (54) | 0 |
Public offering issuance of stock and warrants, shares | 2,760,000 | |||
Public offering issuance of stock and warrants, amount | 13,800,000 | $ 2,760 | 13,797,240 | 0 |
Fractional shares from split, amount | 0 | $ 0 | 0 | 0 |
Fractional shares from split, shares | (99) | |||
Underwriting and other expenses for public offering | (1,622,638) | $ 0 | (1,622,638) | 0 |
Warrants sold as part of the public offering | 4,240 | $ 0 | 4,240 | 0 |
Common stock issued on conversion of 11% Convertible Debt and accrued interest, shares | 942,322 | |||
Common stock issued on conversion of 11% Convertible Debt and accrued interest, amount | 7,538,556 | $ 942 | 7,537,614 | 0 |
Stock issued for services, shares | 5,000 | |||
Stock issued for services, amount | 22,400 | $ 5 | 22,395 | 0 |
Net loss for the six months ended June 30, 2021 | (1,845,648) | $ 0 | 0 | (1,845,648) |
Balance, shares at Jun. 30, 2021 | 9,068,657 | |||
Balance, amount at Jun. 30, 2021 | 7,332,972 | $ 9,069 | 110,452,205 | (103,128,302) |
Balance, shares at Dec. 31, 2021 | 9,419,660 | |||
Balance, amount at Dec. 31, 2021 | 6,042,209 | $ 9,420 | 114,259,830 | (108,227,041) |
Net loss for the six months ended June 30, 2021 | (4,100,159) | 0 | 0 | (4,100,159) |
Employee and director equity based compensation | 1,068,373 | $ 0 | 1,068,373 | 0 |
Balance, shares at Jun. 30, 2022 | 9,419,660 | |||
Balance, amount at Jun. 30, 2022 | 3,010,423 | $ 9,420 | 115,328,203 | (112,327,200) |
Balance, shares at Mar. 31, 2022 | 9,419,660 | |||
Balance, amount at Mar. 31, 2022 | 4,584,518 | $ 9,420 | 114,830,459 | (110,255,361) |
Net loss for the six months ended June 30, 2021 | (2,071,839) | 0 | 0 | (2,071,839) |
Employee and director equity based compensation | 497,744 | $ 0 | 497,744 | 0 |
Balance, shares at Jun. 30, 2022 | 9,419,660 | |||
Balance, amount at Jun. 30, 2022 | $ 3,010,423 | $ 9,420 | $ 115,328,203 | $ (112,327,200) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows for Operating Activities: | ||
Net loss | $ (4,100,159) | $ (4,064,627) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Non cash lease expense | 41,297 | 10,622 |
Amortization of deferred R&D obligations participation agreements | (407,085) | 0 |
Employee and director equity compensations | 1,068,373 | 1,367,389 |
Changes in assets and liabilities: | ||
Prepaid expenses | (459,036) | (128,661) |
Accounts payable | (246,495) | (641,281) |
Lease liabilities | (17,598) | (10,851) |
Security deposits | (29,058) | 0 |
Advanced payments for R&D obligations - participation agreements | 0 | 85,304 |
Accrued liabilities | (17,616) | 281,738 |
Net cash (used in) operating activities | (4,167,377) | (3,100,368) |
Cash Flows from Investing Activities: | ||
Net cash from by investing activities | 0 | 0 |
Cash Flow from Financing Activities: | ||
Proceeds of notes payable, other | 628,600 | 190,500 |
Payments of notes payable, other | (279,378) | (127,000) |
Proceeds from public sale of common stock and warrants | 0 | 13,804,240 |
Expenses related to the public offering | 0 | (1,622,639) |
Proceeds from sale of common stock warrants - participation agreements | 0 | 55,697 |
Proceeds from sale of common stock - related party | 0 | 50,000 |
Proceeds from sales of common stock | 0 | 1,514,973 |
Net cash provided by financing activities | 349,222 | 13,865,770 |
Increase/(Decrease) in Cash | (3,818,155) | 10,765,402 |
Cash at Beginning of Period | 8,901,875 | 137,862 |
Cash at End of Period | 5,083,720 | 10,903,264 |
Cash paid during the period for: | ||
Interest | 4,853 | 2,056 |
Income Taxes | $ 0 | $ 0 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2022 | |
BASIS OF PRESENTATION | |
Basis Of Presentation | NOTE 1 – BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements include the accounts of Zivo Bioscience, Inc. and its wholly-owned subsidiaries (collectively, the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The condensed consolidated financial statements have also been prepared on a basis substantially consistent with, and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2021 and the notes thereto, included in its Annual Report on Form 10-K that was filed with the Securities and Exchange Commission on April 22, 2022. Going Concern The Company has incurred net losses since inception, experienced negative cash flows from operations for the quarter ended June 30, 2022, and has an accumulated deficit of $112,327,200. The Company has historically financed its operations primarily through the issuance of common stock, warrants, and debt. The Company expects to continue to incur operating losses and net cash outflows until such time as it generates a level of revenue to support its cost structure. There is no assurance that the Company will achieve profitable operations, and, if achieved, whether it will be sustained on a continued basis. The Company intends to fund ongoing activities by utilizing its current cash on hand and by raising additional capital through equity or debt financings. There can be no assurance that the Company will be successful in raising that additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, the Company may be compelled to reduce the scope of its operations and planned capital expenditures. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The Company’s condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business; no adjustments have been made relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company not continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary Of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Zivo Bioscience, Inc. and its wholly-owned subsidiaries, Health Enhancement Corporation, HEPI Pharmaceuticals, Inc., Wellmetrix, LLC, Wellmetris, LLC, Zivo Bioscience, LLC, Zivo Biologic, Inc., and Zivo Zoologic, Inc. All significant intercompany transactions and accounts have been eliminated in consolidation. Accounting Estimates The Company’s condensed consolidated financial statements have been prepared in conformity with US GAAP, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management uses its best judgment in valuing these estimates and may, as warranted, solicit external professional advice and other assumptions believed to be reasonable. Cash Cash equivalents include time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. The Company maintains cash and cash equivalents balances at financial institutions and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At times, balances in certain bank accounts may exceed the FDIC insured limits. Cash equivalents consist of highly liquid investments with an original maturity of three months or less when purchased. At June 30, 2022, the Company did not have any cash equivalents. Property and Equipment Property and equipment consist of furniture and office equipment and are carried at cost less allowances for depreciation and amortization. Depreciation and amortization are determined by using the straight-line method over the estimated useful lives of the related assets. Repair and maintenance costs that do not improve service potential or extend the economic life of an existing fixed asset are expensed as incurred. Leases ASC 842, Leases ROU assets are included within operating lease right-of-use assets, and the corresponding operating lease liabilities are recorded as current portion of long-term operating lease, and within long-term liabilities as long-term operating lease, net of current portion on the Company’s Condensed Consolidated Balance Sheet as of June 30, 2022. Lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date and or extension date. Because the Company’s lease does not provide an implicit rate of return, the Company used its incremental borrowing rate in determining the present value of lease payments. Research and Development Research and development (“R&D”) costs are expensed as incurred. The Company’s R&D costs, including internal expenses, consist of clinical study expenses as it relates to the biotech business and the development and growing of algae as it relates to the agtech business. These consist of fees, charges, and related expenses incurred in the conduct business with Company development by independent outside contractors. For the three months ended June 30, 2022, and June 30, 2021, the company had external clinical expenses of $381,000 and $281,000 respectively; and internal expenses, composed primarily of staff salaries of $327,000 and $187,000 respectively. These costs were reduced by the amortization of the R&D obligation of $270,000 and $0 for the three months ended June 30, 2022, and June 30, 2021, respectively. External clinical studies expenses were $644,000 and $520,000 for the six months ended June 30, 2022 and June 30, 2021, respectively. Internal expenses, composed of staff salaries compose $881,000 and $595,000 for the six months ended June 30, 2022 and 2021, respectively. These costs were offset by the amortization of the R&D obligation of $407,085 and $0 for the six months ended June 30, 2022 and June 30, 2021, respectively (see “ Note 6 - Deferred R&D Obligations - Participation Agreements Income Taxes Deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The tax effects of temporary differences that gave rise to the deferred tax assets and deferred tax liabilities at June 30, 2022 and 2021 were primarily attributable to net operating loss carry forwards. Since the Company has a history of losses, and it is more likely than not that some portion or all of the deferred tax assets will not be realized, a full valuation allowance has been established. In addition, utilization of net operating loss carry-forwards is subject to a substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code. The annual limitation may result in the expiration of net operating loss carry-forwards before utilization. Stock Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 . During the three months ended June 30, 2022, and 2021 no options were granted to employees, consultants, or directors of the Company. The Company recorded compensation expense for previous grants in the amount of $497,744 and $392,365 for these periods, respectively. During the six months ended June 30, 2022 and 2021, stock options were granted to employees of the Company. As a result of these and previous grants, the Company recorded compensation expense of $1,068,374 and $1,367,389 for these periods, respectively. The fair value of stock options was estimated on the date of grant using the Black-Scholes option-pricing model based on the following weighted average assumptions (no options were granted in the three months ending June 30, 2022 and June 30, 2021): Six Months Ended June 30, 2022 2021 Expected volatility 135.32 % 144.80% to 153.25 % Expected dividends 0 % 0 % Expected term 10 years 5 to 10 years Risk free rate 1.94 % 0.29% to 1.45 % The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions, including the expected stock price volatility. Income (Loss) Per Share Basic loss per share is computed by dividing the Company’s net loss by the weighted average number of shares of common stock outstanding during the period presented. Diluted loss per share is based on the treasury stock method and includes the effect from potential issuance of common stock such as shares issuable pursuant to the exercise of options and warrants and conversions of debentures. Potentially dilutive securities as of June 30, 2022, consisted of 53,309 shares of common stock from convertible debentures and related accrued interest and 6,084,205 shares of common stock underlying outstanding options and warrants. Potentially dilutive securities as of June 30, 2021 consisted of 52,839 shares of common stock underlying convertible debentures and related accrued interest and 6,344,868 shares of common stock from outstanding options and warrants. For the three months and six months ended June 30, 2022 and 2021, diluted and basic weighted average shares were the same, as potentially dilutive shares are anti-dilutive. Segment Reporting The Company’s Chief Executive Officer, who is considered to be the chief operating decision maker (CODM), reviews financial information presented on a consolidated basis, accompanied by information about operating segments for purposes of making operating decisions and assessing financial performance. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the CODM in deciding how to allocate resources and in assessing performance. Recently Enacted Accounting Standards No new Accounting Standards were adopted during the quarter ended June 30, 2022. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2022 | |
PROPERTY AND EQUIPMENT | |
Property And Equipment | NOTE 3 - PROPERTY AND EQUIPMENT Property and equipment at June 30, 2022 and December 31, 2021 consisted of the following: June 30, 2022 December 31, 2021 Furniture and fixtures $ 20,000 $ 20,000 Equipment 80,000 80,000 Total 100,000 100,000 Less accumulated depreciation and amortization (100,000 ) (100,000 ) Property and equipment, net $ - $ - There were no depreciation and amortization expenses for the three and six months ended June 30, 2022 and 2021 respectively. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2022 | |
LEASES | |
Leases | NOTE 4 – LEASES On December 17, 2020, the Company entered into a 25 ½ month lease agreement for a 2,700-square-foot facility that contains office, warehouse, lab and R&D space in Ft. Myers, Florida. The lease agreement commenced on December 17, 2020 and ends on January 31, 2023. The agreement provided for a total rent of $54,993 over the period. Occupancy of the property commenced on December 17, 2020, there was a 6-week rent holiday and a commencement date of February 1, 2021. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Rent is $3,291 per month from January 15, 2021 to January 31, 2022 and $1,154 from February 1, 2022 to January 31, 2023. On June 5, 2022, the Company exercised an option to extend the lease through December 31, 2024. The lease extension rent is $2,261 per month for calendar year 2023, and $2,300 per month for calendar year 2024, and totals an additional rent obligation of $54,743 of rent over the extension period. On January 14, 2022, the Company entered into a 34-month sublease agreement for a 4,843 square-foot office in Bloomfield Hills, Michigan. The Company moved its headquarters to this location. The agreement commenced on January 29, 2022 and ends on November 30, 2024. The agreement provided for a total rent of $232,464. Occupancy of the property commenced on January 29, 2022, there was a three-month rent holiday with a rent commencement date of April 29, 2022. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Rent is $7,265 per month from commencement to November 30, 2022, $7,466 from November 30, 2022 to November 30, 2023, and $7,668 from November 30, 2023 to the lease end date. The balances for our operating lease where we are the lessee are presented as follows within our condensed consolidated balance sheet: Operating leases: Assets: June 30, 2022 December 31, 2021 Operating lease right-of-use asset $ 231,716 $ 27,225 Liabilities: Current portion of long-term operating lease $ 86,364 $ 15,178 Long-term operating lease, net of current portion 157,004 - $ 243,368 $ 15,178 The components of lease expense are as follows within our condensed consolidated statement of operations: For the three months ending For the six months ending June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Operating lease expense $ 27,147 $ 6,470 $ 47,291 $ 12,940 Other information related to leases where we are the lessee is as follows: For the For the Six months Year ended June 30, 2022 December 31, 2021 Weighted-average remaining lease term: Operating leases 2.44 Years 1.08 Years Discount rate: Operating leases 11.00 % 11.00 % Supplemental cash flow information related to leases where we are the lessee is as follows: For the Six months June 30, 2022 Cash paid for amounts included in the measurement of lease liabilities: $ 23,592 Non-cash investment in ROU asset $ 241,694 As of June 30, 2022, the maturities of our operating lease liability are as follows: Year Ended: Operating Lease December 31, 2022 $ 50,715 December 31, 2023 116,933 December 31, 2024 11,956 Total minimum lease payments 279,604 Less: Interest 36,236 Present value of lease obligations 243,368 Less: Current portion 86,364 Long-term portion of lease obligations $ 157,004 |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2022 | |
DEBT | |
Debt | NOTE 5 –DEBT 11% Convertible Notes On December 2, 2011, the Company and HEP Investments entered into the following documents, effective as of December 1, 2011, as amended through May 16, 2018: (i) a Loan Agreement under which the HEP Investments agreed to advance up to $20,000,000 to the Company, subject to certain conditions, (ii) an 11% Convertible Secured Promissory Note in the principal amount of $20,000,000 (“Convertible Note”) (of which a total of $18,470,640 was funded, with a total of $14,380,298 converted into 1,796,287 shares of common stock, leaving a balance advanced of $4,090,342 as of December 31, 2020), (iii) a Security Agreement, under which the Company granted HEP Investments a security interest in all of its assets, (iv) warrants issued to HEP Investments to purchase 20,833 shares of common stock at an exercise price of $9.60 per share (including a cashless exercise provision) which expired September 30, 2016, (v) a Registration Rights Agreement with respect to all the shares of common stock issuable to HEP Investments in connection with the Loan Agreement, in each case subject to completion of funding of the full $20,000,000 called for by the Loan Agreement, and (vi) an Intellectual Property security agreement under which the Company and its subsidiaries granted HEP Investments a security interest in all their respective intellectual properties, including patents, in order to secure their respective obligations to HEP Investments under the Convertible Note and related documents. The Convertible Note was originally convertible into the Company’s common stock at $8.00 per share. In addition, the Company’s subsidiaries guaranteed the Company’s obligations under the Convertible Note. On March 31, 2021, HEP Investments entered into a “Debt Extension and Conversion Agreement” with the Company providing that the Convertible Notes, including principal and accrued interest, would automatically convert into shares of common stock upon consummation of an underwritten public offering of the Company’s common stock. On June 2, 2021, in accordance with the Debt Extension and Conversion Agreement, all of the outstanding debt and accrued interest for the Convertible Notes was automatically converted into common stock of the Company. The principal amount of $4,090,342 and the accrued interest to June 2, 2021, of $2,161,845 totaled $6,252,187; this total amount was converted into 781,524 shares of common stock (calculated at $8.00 per share). As of June 30, 2022, the Company has no further remaining financial obligations to the HEP Investments under the terms of the Loan Agreement, the Convertible Note or the Registration Rights Agreement. Additionally, as of the conversion of the total outstanding principal and accrued interest balance, HEP Investments no longer retains a security interest in the Company’s intellectual property or other assets. Paulson Investment Company, LLC – Related Debt On August 24, 2016, the Company entered into a Placement Agent Agreement with Paulson Investment Company, LLC (“Paulson”). The Placement Agent Agreement provided that Paulson could provide up to $2 million in financings to “accredited investors”. Between August 24, 2016 and December 31, 2016, the Company received gross proceeds of $1,250,000 in connection with loans received from seven accredited investors (the “New Lenders”). Each loan included (i) a Loan Agreement, (ii) a Convertible Secured Promissory Note (“New Lenders Notes”) in the principal amount of the loan, (iii) a Security Agreement under which the Company granted the New Lenders a security interest in all of its assets and (iv) an Intercreditor Agreement with HEP Investments whereby HEP Investments and the New Lenders agree to participate in all collateral on a pari passu basis. The New Lender Notes had a two-year term and matured September 2018 ($600,000) and October 2018 ($650,000). Paulson received a 10% cash finance fee for monies invested in the Company in the form of convertible debt, along with 5-year warrants, exercisable at $8.00 per share, all the warrants have expired as of December 31, 2021. The New Lenders Notes were convertible into the Company’s common stock at $8.00 per share. On September 24, 2018, one New Lender converted $300,000 of the debt and $64,280 of accrued interest into 45,535 shares of the Company’s common stock (at $8.00 per share). On January 15, 2020, two New Lenders converted $100,000 of the debt and $36,225 of accrued interest into 17,028 shares of the Company’s common stock (at $8.00 per share). In May 2021, each of the remaining New Lenders entered into a Debt Extension and Conversion Agreement with the Company. These agreements provided that the New Lender Notes, including principal and accrued interest, would automatically convert into shares of common stock upon consummation of an underwritten public offering of the Company’s common stock. On June 2, 2021, in accordance with the Debt Extension and Conversion Agreement between the remaining New Lenders and the Company, all of the remaining outstanding debt and accrued interest for the New Lenders Notes were automatically converted to common stock. The principal amount of $850,000 and the accrued interest to June 2, 2021, of $436,369 totaled $1,286,369; this total amount was converted into 160,798 shares of common stock at $8.00 per share. As of June 30, 2022, the Company has no further remaining financial obligations to the New Lenders under the terms of the New Lenders Notes. All security interests of the New Lenders in the Company’s assets have been terminated. Other Debt The Company’s 1% convertible debentures allow for rolling 30-day extensions until notice is given by the lender to the Company to the contrary. As of June 30, 2022, that agreement is still in place. Convertible debt consists of the following: June 30, 2022 December 31, 2021 1% Convertible notes payable $ 240,000 $ 240,000 Accrued interest 97,076 95,486 Total debt and accrued interest payable 337,076 335,486 Paycheck Protection Program Loan On May 7, 2020, the Company received $121,700 in loan funding from the Paycheck Protection Program (the “PPP”) established pursuant to the recently enacted Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”) and administered by the U.S. Small Business Administration (“SBA”). The unsecured loan (the “PPP Loan”) is evidenced by a promissory note of the Company, dated April 29, 2020 (the “Note”) in the principal amount of $121,700 with Comerica Bank (the “Bank”), the lender. Under the terms of the Note and the PPP Loan, interest accrues on the outstanding principal at the rate of 1.0% per annum. The term of the Note was two years, though it could have been payable sooner in connection with an event of default under the Note. The CARES Act and the PPP provide a mechanism for forgiveness of up to the full amount borrowed. Under the PPP, the Company was eligible to apply for forgiveness for all or a part of the PPP Loan. The amount of loan proceeds eligible for forgiveness, as amended, was based on a formula that takes into account a number of factors, including: (i) the amount of loan proceeds that are used by the Company during the covered period after the loan origination date for certain specified purposes including payroll costs, interest on certain mortgage obligations, rent payments on certain leases, and certain qualified utility payments, provided that at least 60% of the loan amount is used for eligible payroll costs; (ii) the Company maintaining or rehiring employees, and maintaining salaries at certain levels; and (iii) other factors established by the SBA. Subject to the other requirements and limitations on loan forgiveness, only that portion of the loan proceeds spent on payroll and other eligible costs during the covered period will qualify for forgiveness. In August 2021, the Company applied to the SBA for forgiveness of the outstanding loan principal and accrued interest under the CARES Act. On September 9, 2021, the Company received a Notification of Paycheck Protection Program Forgiveness Payment letter from the SBA confirming that the full amount of the principal, $121,700, and accrued interest, $1,653, were forgiven by the SBA. The Company recognized the forgiveness of debt principal of $121,700 and the 2020 accrued interest of $820 as an Other Income of $122,520, the remaining interest due for the PPP Loan in 2021 through the forgiveness date of $833 was booked to offset the 2021 interest expense. The Company’s PPP loan and application for forgiveness of loan amounts remain subject to review and audit by SBA for compliance with program requirements. Short Term Loan On February 21, 2022, the Company entered into a short-term, unsecured loan agreement to finance a portion of the Company’s directors’ and officers’ insurance premiums. The note in the amount of $628,600 carries a 4.15% annual percentage rate and will be paid down in nine equal payments of $71,058 beginning in March 2022. The principal balance of June 30, 2022 was $349,222. |
DEFERRED RD OBLIGATIONS PARTICI
DEFERRED RD OBLIGATIONS PARTICIPATION AGREEMENTS | 6 Months Ended |
Jun. 30, 2022 | |
DEFERRED RD OBLIGATIONS PARTICIPATION AGREEMENTS | |
Deferred R&D Obligations - Participation Agreements | NOTE 6 - DEFERRED R&D OBLIGATIONS - PARTICIPATION AGREEMENTS The Company entered into twenty-one (21) License Co-Development Participation Agreements (the “Participation Agreements”) with certain investors (“Participants”) for aggregate proceeds of $2,985,000 during the period April 2020 through May 2021. The Participation Agreements provide for the issuance of warrants to such Participants and allows the Participants to participate in the fees (the “Fees”) from licensing or selling bioactive ingredients or molecules derived from ZIVO’s algae cultures. Specifically, ZIVO has agreed to provide to the Participants a 44.78% “Revenue Share” of all license fees generated by ZIVO from any licensee (See the Table below). According to the terms of the Participation Agreements, and pursuant to ASC 730-20-25 the Company has bifurcated the proceeds of $2,985,000 as follows: 1) the 106,315 warrants sold were attributed a value of $953,897 based on the Black Scholes pricing model using the following assumptions: volatilities ranging from 129.13% to 154.26%; annual rate of dividends 0%; discount rates ranging from 0.26% to 0.87%, and recorded as Additional Paid In Capital; 2) the remaining $2,031,103 was recorded as Deferred R&D Obligation - Participation Agreements. Since the Company believes there is an obligation to perform pursuant to ASC 730-20-25, the Deferred R&D Obligation will be amortized ratably based on expenses incurred as the Company develops the technology for bioactive ingredients or molecules (including its TLR4 Inhibitor molecule) derived from the Company’s algae cultures. In the three months ended June 30, 2022 and 2021, the Company recognized $270,237 and $0 as a contra R&D expense related to personnel and third-party expenses to develop the subject technology, respectively. For the three months ended June 30, 2022, $67,595 of this total contra R&D expense was attributed to deferred R&D obligations funded by a related party. For the six months ended June 30, 2022 and 2021, the Company recognized $407,085 and $0 as a contra R&D expense related to personnel and third-party expenses to develop the subject technology, respectively. For the six months ended June 30, 2022, $101,826 of this total contra R&D expense was attributed to deferred R&D obligations funded by a related party. The Participation Agreements allow the Company the option to buy back the right, title and interest in the Revenue Share for an amount equal to the amount funded plus a forty percent (40%) premium, if the option is exercised less than 18 months following execution, and for either forty (40%) or fifty percent (50%) if the option is exercised more than 18 months following execution. Pursuant to the terms of twelve of the Participation Agreements, the Company may not exercise its option until it has paid the Participants a revenue share equal to a minimum of thirty percent (30%) of the amount such Participant’s total payment amount. Pursuant to the terms of one of the Participation Agreements, the Company may not exercise its option until it has paid the Participant a revenue share equal to a minimum of one hundred forty percent (140%) of such Participant’s total payment amount. Five of the Participation Agreements have no minimum threshold payment. Once this minimum threshold is met, the Company may exercise its option by delivering written notice to a Participant of its intent to exercise the option, along with repayment terms of the amount funded, which may be paid, in the Company’s sole discretion, in one lump sum or in four (4) equal quarterly payments. If the Company does not make such quarterly payments timely for any quarter, then the Company shall pay the prorated Revenue Share amount, retroactive on the entire remaining balance owed, that would have been earned during such quarter until the default payments have been made and the payment schedule is no longer in default. See below a summary of the Participation Agreements: Buy-back Buy-back Minimum Premium % Premium % Agreement Date of Amount Exercise Revenue Payment pre-18 post 18 # Funding Funded Warrants Term Price Share Threshold mos. mos. 1 April 13, 2020 $ 100,000 3,750 5 Years $ 9.60 1.500 % $ - 40 % 40 % 2 April 13, 2020 150,000 5,625 5 Years 9.60 2.250 % - 40 % 40 % 3 April 13, 2020 150,000 5,625 5 Years 9.60 2.250 % - 40 % 40 % 4 May 7, 2020 250,000 9,375 5 Years 9.60 3.750 % - 40 % 40 % 5 June 1, 2020 275,000 10,313 5 Years 8.80 4.125 % 82,500 40 % 50 % 6 June 3, 2020 225,000 8,438 5 Years 8.80 3.375 % 67,500 40 % 50 % 7 July 8, 2020 100,000 3,750 5 Years 9.60 1.500 % 30,000 40 % 50 % 8 Aug. 24, 2020 125,000 4,688 5 Years 9.60 1.875 % 37,500 40 % 50 % 9 Sept. 14, 2020 150,000 5,625 5 Years 9.60 2.250 % 45,000 40 % 50 % 10 Sept.15, 2020 50,000 1,875 5 Years 9.60 0.750 % 15,000 40 % 50 % 11 Sept.15, 2020 50,000 1,875 5 Years 9.60 0.750 % 15,000 40 % 50 % 12 Sept.25, 2020 300,000 5,625 5 Years 9.60 4.500 % 420,000 40 % 50 % 13 Oct. 8, 2020 500,000 18,750 5 Years 9.60 7.500 % 150,000 40 % 40 % 14 Oct. 4, 2020 100,000 3,750 5 Years 9.60 1.500 % 40,000 40 % 50 % 15 Oct. 4, 2020 250,000 9,375 5 Years 9.60 3.750 % - 40 % 40 % 16 Oct. 9, 2020 50,000 1,875 5 Years 9.60 0.750 % 15,000 40 % 40 % 17 Dec. 16, 2020 10,000 375 5 Years 9.60 0.150 % 17,000 40 % 50 % 18 Jan. 22, 2021 40,000 1,500 5 Years 11.20 0.600 % 12,000 40 % 50 % 19 Jan. 25, 2021 40,000 1,500 5 Years 11.20 0.600 % 12,000 40 % 50 % 20 Jan. 27, 2021 25,000 938 5 Years 11.20 0.375 % 12,000 40 % 50 % 21 May 14,2021 45,000 1,688 5 Years 10.40 0.675 % 13,500 40 % 50 % $ 2,985,000 106,315 44.775 % $ 984,000 Certain of the Participation Agreements are owned by related parties. Participation Agreements numbers 8, 14, and 19 totaling $265,000 are owned by HEP Investments, Participation Agreement 21 in the amount of $45,000 is owned by MKY MTS LLC an entity controlled by the owners of HEP Investments, and Participation Agreement 13 in the amount of $500,000 is owned by an investment company owned by a significant shareholder Mark Strome (“Strome”). |
STOCKHOLDERS EQUITY (DEFICIT)
STOCKHOLDERS EQUITY (DEFICIT) | 6 Months Ended |
Jun. 30, 2022 | |
STOCKHOLDERS EQUITY (DEFICIT) | |
Stockholders' Equity (Deficit) | NOTE 7 - STOCKHOLDERS’ EQUITY (DEFICIT) Recapitalization - Reverse Stock Split On May 27, 2021, the Company filed a certificate of amendment to its articles of incorporation with the Secretary of State of the State of Nevada (the “Certificate of Amendment”) to (i) effectuate a reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of common stock and treasury shares on a 1-for-80 basis and (ii) decrease the number of total authorized shares of common stock of the Company from 1,200,000,000 to 150,000,000 shares. The Certificate of Amendment became effective at 12:01 a.m. (Eastern Time) on May 28, 2021 (the “Effective Time”). As of the Effective Time, every 80 shares of issued and outstanding common stock were converted into one share of common stock. No fractional shares were issued in connection with the Reverse Stock Split. Instead, a holder of record of old common stock as of immediately prior to the Effective Time who would otherwise have been entitled to a fraction of a share was entitled to receive cash in lieu thereof. The Company’s transfer agent, Issuer Direct Corporation acted as the exchange agent for the Reverse Stock Split. The Reverse Stock Split did not alter the par value of the Company’s common stock or modify any voting rights or other terms of the common Stock. In addition, pursuant to their terms, a proportionate adjustment was made to the per share exercise price and number of shares issuable under all of the Company’s outstanding stock options and warrants to purchase shares of common Stock, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plan will be reduced proportionately. All issued and outstanding common stock and per share amounts contained in the financial statements have been retroactively adjusted to reflect this Reverse Stock Split for all periods presented. In addition, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of common stock. A proportionate adjustment was also made to the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans to reflect the Reverse Stock Split. Stock Based Compensation The Company, on June 15, 2021, issued 5,000 shares of unregistered common stock to CorProminence, LIC (d/b/a COREir) for services in accordance with the consulting agreement between COREir and the company (See "Note 8 - Commitment and Contingencies''): The shares were value at the market price on June 15, 2021, $4.48 per share for a total expense of $22,400. On October 15, 2021, the company, per its consulting agreement with CorProminence, LLC (dba COREir), issued an additional 2,500 shares of common stock to CorProminence, LLC. The shares were valued on October 15, 2021 at $4.15 per share for a total expense in the aggregate of $10,375. Stock Issuances During the six months ended June 30, 2021, the Company issued 139,664 shares for proceeds of $1,514,970, to private investors. In addition, during this same period, a related party purchased 4,464 shares of the Company’s common stock at $11.20 per share for proceeds of $50,000. On June 2, 2021, the Company completed its planned public offering of common stock shares and common stock warrants. The Company issued 2,760,000 units at $5.00 (each unit consisting of one share of the Company’s common stock and one 5 year warrant with an exercise price of $5.50 per share) for gross proceeds of $13,804,240, and net proceeds of $12,181,602 after related underwriting and other costs of $1,622,638. Stock Warrants Exercised During the six months ended June 30, 2021, warrants to purchase 139,100 shares of the Company’s common stock were exercised on a “cashless” basis resulting in the issuance of 54,361 shares of common stock. Sale of Common Stock Warrants During the six months ending June 30, 2021, and in connection with the Participation Agreements (see Note 6 - Deferred R&D Obligations - Participation Agreements), the Company sold warrants to purchase 5,626 shares of common stock for $55,697. The warrants were valued based on the Black Scholes pricing model relying on the following assumptions: volatility 129.13% to 140.20%; annual rate of dividends 0%; discount rate 0.41% to 0.87%. On June 2, 2021, the Company completed its public offering of common stock and warrants. As part of the transaction, the Company sold 414,000 warrants with an exercise price of $5.50 per share, from the overallotment option that was exercised by the underwriter for $4,140. Additionally, the Company issued the underwriter 8% of the number of shares of common stock in the offering in 220,800 unregistered warrants for shares of common stock, for an aggregate price to the Company of $100. These warrants are exercisable 180 days after the offering date and expire five years after the first day they are exercisable. The warrants were valued at $946,675 based on the Black Scholes pricing model relying on the following assumptions: volatility 132.46%; annual rate of dividends 0%; discount rate 0.80%. This was recognized by the company as an underwriting cost and was accounted for as an offset to funds raised. 2021 Equity Incentive Plan On October 12, 2021, after approval from the stockholders at the Company’s 2021 annual meeting of stockholders, the Company adopted the 2021 Plan for the purpose of enhancing the Company’s ability to attract and retain highly qualified directors, officers, key employees and other persons and to motivate such persons to improve the business results and earnings of the Company by providing an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. The 2021 Plan is administered by the compensation committee of the Board who will, amongst other duties, have full power and authority to take all actions and to make all determinations required or provided for under the 2021 Plan. Pursuant to the 2021 Plan, the Company may grant options, share appreciation rights, restricted shares, restricted share units, unrestricted shares and dividend equivalent rights. The 2021 Plan has a duration of 10 years. Subject to adjustment as described in the 2021 Plan, the aggregate number of shares of common stock available for issuance under the 2021 Plan is initially set at 1,000,000 shares; this number is automatically increased each January 1st by an amount equal to 5% of the number of common stock shares outstanding at that date, resulting in an increase in available shares under the 2021 Plan at January 1, 2022 of 470,983. As of June 30, 2022, 763,824 options have been issued under the 2021 Plan, and 707,159 shares remained available for issuance. 2019 Omnibus Long-Term Incentive Plan Prior to the adoption of the 2021 Equity Incentive Plan, the Company maintained a 2019 Omnibus Long-Term Incentive Plan (the “2019 Plan”). Following the approval by the shareholders of the 2021 Plan, no additional awards have been or will be made under the 2019 Plan. As of June 30, 2022, 781,250 stock options had been issued under the 2019 Plan with terms between 5 years and 10 years, of which 365,625 remained outstanding. Common Stock Options A summary of the status of the Company’s options issued under the Company’s equity incentive plans is presented below. As of June 30, 2022 there is no intrinsic value in any of the Company's outstanding options as the market price of the Company's common stock is in all cases lower than the exercise price of options: June 30, 2022 June 30, 2021 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Outstanding, beginning of year 1,721,074 $ 7.38 606,250 $ 9.67 Forfeited (761,625 ) 6.81 - - Issued 172,500 5.50 175,000 11.22 Outstanding, end of period 1,131,949 $ 7.48 781,250 $ 10.02 Options outstanding and exercisable by price range as of June 30, 2022, were as follows: Outstanding Options Exercisable Options Range of Exercise Price Number Average Weighted Remaining Contractual Life in Years Range of Exercise Price Number Weighted Average Exercise Price $ 4.00-4.99 53,324 9.29 $ 4.00-4.99 26,662 $ 4.48 5.00-5.99 713,000 9.39 5.00-5.99 310,125 5.50 8.00-8.99 9,375 2.83 8.00-8.99 6,252 8.80 9.00-9.99 25,000 3.13 9.00-9.99 25,000 9.60 11.00-11.99 162,500 8.48 11.00-11.99 68,750 11.20 12.00-12.99 168,750 2.64 12.00-12.99 146,875 12.80 1,131,949 8.06 583,664 $ 8.17 Common Stock Warrants - Unregistered A summary of the status of the Company’s unregistered warrants is presented below: June 30, 2022 June 30, 2021 Number of Warrants Weighted Average Exercise Price Number of Warrants Weighted Average Exercise Price Outstanding, beginning of year 2,553,635 $ 7.57 2,502,291 $ 7.67 Issued - - 226,426 5.64 Exercised - - (139,099 ) 6.41 Cancelled - - - - Expired (28,591 ) $ 6.45 (1,563 ) 7.20 Outstanding, end of period 2,525,044 $ 7.57 2,588,055 $ 7.56 Unregistered warrants outstanding and exercisable by price range as of June 30, 2022, were as follows: Outstanding Warrants Exercisable Warrants Exercise Price Number Average Weighted Remaining Contractual Life in Years Exercise Price Number Weighted Average Exercise Price $ 4.00-4.99 200,625 0.09 $ 4.00-4.99 200,625 $ 4.80 5.00-5.99 252,050 3.46 5.00-5.99 252,050 5.51 6.00-6.99 231,875 2.15 6.00-6.99 231,875 6.40 7.00-7.99 625 0.30 7.00-7.99 625 7.20 8.00-8.99 1,565,430 0.94 8.00-8.99 1,565,430 8.02 9.00-9.99 231,938 3.20 9.00-9.99 231,938 9.60 10.00-10.99 1,688 3.87 10.00-10.99 1,688 10.40 11.00-11.99 35,813 1.50 11.00-11.99 35,813 11.20 14.00-14.99 5,000 23.50 14.00-14.99 5,000 14.40 2,525,044 1.45 2,525,044 $ 7.57 Common Stock Warrants - Registered A summary of the status of the Company’s registered warrants is presented below: June 30, 2022 June 30, 2021 Number of Registered Warrants Weighted Average Exercise Price Number of Registered Warrants Weighted Average Exercise Price Outstanding, beginning of year 2,975,497 $ 5.50 - $ - Issued - - 3,174,000 5.50 Exercised - - - - Cancelled - - - - Expired - - - - Outstanding, end of period 2,975,497 $ 5.50 3,174,000 $ 5.50 Registered warrants outstanding and exercisable by price range as of June 30, 2022, were as follows: Outstanding Registered Warrants Exercisable Registered Warrants Exercise Price Number Average Weighted Remaining Contractual Life in Years Exercise Price Number Weighted Average Exercise Price $ 5.50 2,975,497 3.89 $ 5.50 2,975,497 5.50 2,975,497 3.89 2,975,497 $ 5.50 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments And Contingencies Disclosure Abstract | |
Commitments And Contingencies | NOTE 8 - COMMITMENTS AND CONTINGENCIES Former Executive Officers Mr. Rice’s Transition Arrangement: On January 7, 2021, the Company and Philip Rice, the Company’s former Chief Executive Officer, entered into a written agreement concerning Rice’s departure from the Company (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. Rice resigned from his position as Chief Financial Officer of the Company effective on January 1, 2021, and following a transition period, agreed to resign from all positions as an officer or employee of the Company effective as of January 31, 2021 (the “Separation Date”). The Separation Agreement provides that Mr. Rice will receive certain benefits that he is entitled to receive under his employment agreement dated March 4, 2020. Accordingly, under the Separation Agreement, subject to non-revocation of a general release and waiver of claims in favor of the Company, the Company has agreed to pay Mr. Rice his base salary of $280,000 for one year and three weeks, beginning on the Separation Date, and grant him an option to purchase 12,500 shares of common stock. Pursuant to the Rice Agreement and the Separation Agreement, the Company paid to Mr. Rice on June 15, 2021, a $50,000 bonus that was tied to the successful June 2021 Offering. As of June 30, 2022, the Company has satisfied its responsibilities to Mr. Rice under the Transition Agreement. Mr. Dahl’s Termination: Effective January 4, 2022, the Company terminated Andrew Dahl, its President and Chief Executive Officer for cause pursuant to the terms of his employment agreement. Pursuant to such terms, the Company does not believe Mr. Dahl is entitled to any severance payments. Supply Chain Consulting Agreement On February 27, 2019, the Company entered into a Supply Chain Consulting Agreement with a consultant (“Consultant”). In May 2019, the Company issued a warrant to purchase 62,500 shares of common stock at an exercise price of $8.00 for a term of five years to the Consultant. The warrants were valued at $529,023 using the Black Scholes pricing model relying on the following assumptions: volatility 181.49%; annual rate of dividends 0%; discount rate 2.34%. In October 2019, 25,000 of those warrants were returned to the Company resulting in a reduction in the value of $211,609. On September 14, 2019, the parties entered into a First Amendment to the Supply Chain Consulting Agreement (“Supply Consulting Agreement Amendment”). The Supply Consulting Agreement Amendment provides that the Consultant will identify and help negotiate the terms of potential joint ventures involving algae production development projects or related transactions or business combinations (“Development Project”). The Supply Consulting Agreement provides for exclusivity in Southeast Asia; Oceania; Indian subcontinent; and Africa; with regions in the Middle East by mutual agreement. The closing of a Development Project (as acceptable to the Company) is defined as the date that the Company is able, financially and otherwise, to proceed with engineering and construction of algae production facilities, processing or warehousing facilities and supply chain development, or related business combinations rendering an equivalent outcome (in the reasonable determination of the Company), for the production, processing, transport, compliance, marketing and resale of its proprietary algae biomass. Upon the closing of a Development Project, the Company will pay cash fees of $300,000 to Consultant, pay an on-going monthly fee of $50,000 for 24 months and issue to Consultant a cashless warrant with a five-year term to purchase two hundred thirty-seven thousand and five hundred (237,500) shares of the Company’s common stock at an exercise price of $8.00 per share. On November 24, 2020, the parties entered into a Second Amendment to the Supply Chain Consulting Agreement whereby the issuance to Consultant a cashless warrant with a five-year term to purchase two hundred thirty-seven thousand five hundred (237,500) shares of the Company’s common stock was reduced to one hundred sixty-two thousand five hundred (162,500) shares of the Company’s common stock, and a cashless warrant with a five-year term to purchase thirty-seven thousand five hundred (37,500) shares of the Company’s common stock was issued to a member of the Consultant. The warrants were valued at $386,348 using the Black Scholes pricing model relying on the following assumptions: volatility 148.83%; annual rate of dividends 0%; discount rate 0.39%. As of June 30, 2022, the Development Project has not closed, and the warrants have not yet been issued. The Board of Directors has also authorized the Company to issue to Consultant a cashless warrant with a five-year term to purchase 12,500 shares of the Company’s common stock at an exercise price of $8.00 per share at its discretion. As of June 30, 2022, such warrant has not been issued. On March 1, 2021, the Company and the aforementioned “member of the Consultant” signed an amendment to the original consulting agreement. The member of the Consultant agreed to take on additional responsibilities related to the non-North America expansion of the Company biomass production network. Upon the successful formation, licensing and start of operations, the member of the Consultant will be granted warrants to purchase 40,625 shares of the Company’s common stock at the prevailing market price at that time. In addition, a monthly cash payment of $12,500 is included in the consulting agreement. On November 3, 2021, the Company and the “member of the Consultant” signed a second amendment to the original consulting agreement. The monthly cash payment was raised to $15,000. All other terms of the original agreement as amended remained unchanged. On December 8, 2021, the Company sent a letter to the consultant that terminated the Supply Chain Consulting Agreement effective December 13, 2021. Legal Contingencies On April 13, 2022, AEGLE Partners, 2 LLC (“AEGLE”) initiated an arbitration in Michigan against the Company with the American Arbitration Association. AEGLE asserted claims related to a certain Supply Chain Consulting Agreement entered into between AEGLE and the Company in 2019 (as amended from time to time, the “Agreement”), and a disagreement between AEGLE and the Company regarding whether AEGLE is entitled to payment of certain fees and warrants pursuant to the Agreement. AEGLE’s complaint seeks, among other things, three times the payment of such alleged fees and warrants and recovery of AEGLE’s costs and expenses. The Company believes that the claims made by AEGLE in its complaint are without merit and intends to vigorously defend against them. The Company may become a party to litigation in the normal course of business. In the opinion of management, other than the item above, there are no legal matters involving the Company that would have a material adverse effect upon the Company’s financial condition, results of operation or cash flows |
INCOME TAX
INCOME TAX | 6 Months Ended |
Jun. 30, 2022 | |
Commitments And Contingencies Disclosure Abstract | |
Income Tax | NOTE 9 - INCOME TAX The Company and its subsidiaries are subject to US federal and state income taxes. Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of Management, it is more likely than not that some portion, or all, of the deferred tax asset will not be realized. The Company does not expect to realize the net deferred tax asset and as such has recorded a full valuation allowance. Income tax expense for the three and six months ended June 30, 2022 and 2021 is based on the estimated annual effective tax rate. Based on the Company’s effective tax rate and full valuation allocation, tax expense is expected to be $0 for 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles Of Consolidation | The unaudited condensed consolidated financial statements include the accounts of Zivo Bioscience, Inc. and its wholly-owned subsidiaries, Health Enhancement Corporation, HEPI Pharmaceuticals, Inc., Wellmetrix, LLC, Wellmetris, LLC, Zivo Bioscience, LLC, Zivo Biologic, Inc., and Zivo Zoologic, Inc. All significant intercompany transactions and accounts have been eliminated in consolidation. |
Accounting Estimates | The Company’s condensed consolidated financial statements have been prepared in conformity with US GAAP, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management uses its best judgment in valuing these estimates and may, as warranted, solicit external professional advice and other assumptions believed to be reasonable. |
Cash | Cash equivalents include time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. The Company maintains cash and cash equivalents balances at financial institutions and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At times, balances in certain bank accounts may exceed the FDIC insured limits. Cash equivalents consist of highly liquid investments with an original maturity of three months or less when purchased. At June 30, 2022, the Company did not have any cash equivalents. |
Property And Equipment | Property and equipment consist of furniture and office equipment and are carried at cost less allowances for depreciation and amortization. Depreciation and amortization are determined by using the straight-line method over the estimated useful lives of the related assets. Repair and maintenance costs that do not improve service potential or extend the economic life of an existing fixed asset are expensed as incurred. |
Leases | ASC 842, Leases ROU assets are included within operating lease right-of-use assets, and the corresponding operating lease liabilities are recorded as current portion of long-term operating lease, and within long-term liabilities as long-term operating lease, net of current portion on the Company’s Condensed Consolidated Balance Sheet as of June 30, 2022. Lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date and or extension date. Because the Company’s lease does not provide an implicit rate of return, the Company used its incremental borrowing rate in determining the present value of lease payments. |
Research And Development | Research and development (“R&D”) costs are expensed as incurred. The Company’s R&D costs, including internal expenses, consist of clinical study expenses as it relates to the biotech business and the development and growing of algae as it relates to the agtech business. These consist of fees, charges, and related expenses incurred in the conduct business with Company development by independent outside contractors. For the three months ended June 30, 2022, and June 30, 2021, the company had external clinical expenses of $381,000 and $281,000 respectively; and internal expenses, composed primarily of staff salaries of $327,000 and $187,000 respectively. These costs were reduced by the amortization of the R&D obligation of $270,000 and $0 for the three months ended June 30, 2022, and June 30, 2021, respectively. External clinical studies expenses were $644,000 and $520,000 for the six months ended June 30, 2022 and June 30, 2021, respectively. Internal expenses, composed of staff salaries compose $881,000 and $595,000 for the six months ended June 30, 2022 and 2021, respectively. These costs were offset by the amortization of the R&D obligation of $407,085 and $0 for the six months ended June 30, 2022 and June 30, 2021, respectively (see “ Note 6 - Deferred R&D Obligations - Participation Agreements |
Income Taxes | Deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The tax effects of temporary differences that gave rise to the deferred tax assets and deferred tax liabilities at June 30, 2022 and 2021 were primarily attributable to net operating loss carry forwards. Since the Company has a history of losses, and it is more likely than not that some portion or all of the deferred tax assets will not be realized, a full valuation allowance has been established. In addition, utilization of net operating loss carry-forwards is subject to a substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code. The annual limitation may result in the expiration of net operating loss carry-forwards before utilization. |
Stock Based Compensation | The Company accounts for stock-based compensation in accordance with ASC 718 . During the three months ended June 30, 2022, and 2021 no options were granted to employees, consultants, or directors of the Company. The Company recorded compensation expense for previous grants in the amount of $497,744 and $392,365 for these periods, respectively. During the six months ended June 30, 2022 and 2021, stock options were granted to employees of the Company. As a result of these and previous grants, the Company recorded compensation expense of $1,068,374 and $1,367,389 for these periods, respectively. The fair value of stock options was estimated on the date of grant using the Black-Scholes option-pricing model based on the following weighted average assumptions (no options were granted in the three months ending June 30, 2022 and June 30, 2021): Six Months Ended June 30, 2022 2021 Expected volatility 135.32 % 144.80% to 153.25 % Expected dividends 0 % 0 % Expected term 10 years 5 to 10 years Risk free rate 1.94 % 0.29% to 1.45 % The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions, including the expected stock price volatility. |
Income (loss) Per Share | Basic loss per share is computed by dividing the Company’s net loss by the weighted average number of shares of common stock outstanding during the period presented. Diluted loss per share is based on the treasury stock method and includes the effect from potential issuance of common stock such as shares issuable pursuant to the exercise of options and warrants and conversions of debentures. Potentially dilutive securities as of June 30, 2022, consisted of 53,309 shares of common stock from convertible debentures and related accrued interest and 6,084,205 shares of common stock underlying outstanding options and warrants. Potentially dilutive securities as of June 30, 2021 consisted of 52,839 shares of common stock underlying convertible debentures and related accrued interest and 6,344,868 shares of common stock from outstanding options and warrants. For the three months and six months ended June 30, 2022 and 2021, diluted and basic weighted average shares were the same, as potentially dilutive shares are anti-dilutive. |
Segment Repoting | The Company’s Chief Executive Officer, who is considered to be the chief operating decision maker (CODM), reviews financial information presented on a consolidated basis, accompanied by information about operating segments for purposes of making operating decisions and assessing financial performance. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the CODM in deciding how to allocate resources and in assessing performance. |
Recently Enacted Accounting Standards | No new Accounting Standards were adopted during the quarter ended June 30, 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule Of Status Of Warrants | Six Months Ended June 30, 2022 2021 Expected volatility 135.32 % 144.80% to 153.25 % Expected dividends 0 % 0 % Expected term 10 years 5 to 10 years Risk free rate 1.94 % 0.29% to 1.45 % |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
PROPERTY AND EQUIPMENT | |
Schedule Of Property And Equipment | June 30, 2022 December 31, 2021 Furniture and fixtures $ 20,000 $ 20,000 Equipment 80,000 80,000 Total 100,000 100,000 Less accumulated depreciation and amortization (100,000 ) (100,000 ) Property and equipment, net $ - $ - |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
LEASES | |
Schedule Of Operating Lease | Assets: June 30, 2022 December 31, 2021 Operating lease right-of-use asset $ 231,716 $ 27,225 Liabilities: Current portion of long-term operating lease $ 86,364 $ 15,178 Long-term operating lease, net of current portion 157,004 - $ 243,368 $ 15,178 |
Schedule Of Components Of Lease Expense | For the three months ending For the six months ending June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Operating lease expense $ 27,147 $ 6,470 $ 47,291 $ 12,940 |
Summary Of Other Information Related To Leases | For the For the Six months Year ended June 30, 2022 December 31, 2021 Weighted-average remaining lease term: Operating leases 2.44 Years 1.08 Years Discount rate: Operating leases 11.00 % 11.00 % |
Schedule Of Supplemental Cash Flow Information | For the Six months June 30, 2022 Cash paid for amounts included in the measurement of lease liabilities: $ 23,592 Non-cash investment in ROU asset $ 241,694 |
Schedule Of Maturities Of Operating Lease Liability | Year Ended: Operating Lease December 31, 2022 $ 50,715 December 31, 2023 116,933 December 31, 2024 11,956 Total minimum lease payments 279,604 Less: Interest 36,236 Present value of lease obligations 243,368 Less: Current portion 86,364 Long-term portion of lease obligations $ 157,004 |
CONVERTIBLE DEBT (Tables)
CONVERTIBLE DEBT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
DEBT | |
Schedule Of Substantial Modification | June 30, 2022 December 31, 2021 1% Convertible notes payable $ 240,000 $ 240,000 Accrued interest 97,076 95,486 Total debt and accrued interest payable 337,076 335,486 |
DEFERRED RD OBLIGATIONS PARTI_2
DEFERRED RD OBLIGATIONS PARTICIPATION AGREEMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
DEFERRED RD OBLIGATIONS PARTICIPATION AGREEMENTS (Tables) | |
Schedule Of Default Payment | Buy-back Buy-back Minimum Premium % Premium % Agreement Date of Amount Exercise Revenue Payment pre-18 post 18 # Funding Funded Warrants Term Price Share Threshold mos. mos. 1 April 13, 2020 $ 100,000 3,750 5 Years $ 9.60 1.500 % $ - 40 % 40 % 2 April 13, 2020 150,000 5,625 5 Years 9.60 2.250 % - 40 % 40 % 3 April 13, 2020 150,000 5,625 5 Years 9.60 2.250 % - 40 % 40 % 4 May 7, 2020 250,000 9,375 5 Years 9.60 3.750 % - 40 % 40 % 5 June 1, 2020 275,000 10,313 5 Years 8.80 4.125 % 82,500 40 % 50 % 6 June 3, 2020 225,000 8,438 5 Years 8.80 3.375 % 67,500 40 % 50 % 7 July 8, 2020 100,000 3,750 5 Years 9.60 1.500 % 30,000 40 % 50 % 8 Aug. 24, 2020 125,000 4,688 5 Years 9.60 1.875 % 37,500 40 % 50 % 9 Sept. 14, 2020 150,000 5,625 5 Years 9.60 2.250 % 45,000 40 % 50 % 10 Sept.15, 2020 50,000 1,875 5 Years 9.60 0.750 % 15,000 40 % 50 % 11 Sept.15, 2020 50,000 1,875 5 Years 9.60 0.750 % 15,000 40 % 50 % 12 Sept.25, 2020 300,000 5,625 5 Years 9.60 4.500 % 420,000 40 % 50 % 13 Oct. 8, 2020 500,000 18,750 5 Years 9.60 7.500 % 150,000 40 % 40 % 14 Oct. 4, 2020 100,000 3,750 5 Years 9.60 1.500 % 40,000 40 % 50 % 15 Oct. 4, 2020 250,000 9,375 5 Years 9.60 3.750 % - 40 % 40 % 16 Oct. 9, 2020 50,000 1,875 5 Years 9.60 0.750 % 15,000 40 % 40 % 17 Dec. 16, 2020 10,000 375 5 Years 9.60 0.150 % 17,000 40 % 50 % 18 Jan. 22, 2021 40,000 1,500 5 Years 11.20 0.600 % 12,000 40 % 50 % 19 Jan. 25, 2021 40,000 1,500 5 Years 11.20 0.600 % 12,000 40 % 50 % 20 Jan. 27, 2021 25,000 938 5 Years 11.20 0.375 % 12,000 40 % 50 % 21 May 14,2021 45,000 1,688 5 Years 10.40 0.675 % 13,500 40 % 50 % $ 2,985,000 106,315 44.775 % $ 984,000 |
STOCKHOLDERS EQUITY (DEFICIT) (
STOCKHOLDERS EQUITY (DEFICIT) (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
STOCKHOLDERS EQUITY (DEFICIT) | |
Summary Of The Status Of The Company's Options Related To The 2019 Incentive Plan | June 30, 2022 June 30, 2021 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Outstanding, beginning of year 1,721,074 $ 7.38 606,250 $ 9.67 Forfeited (761,625 ) 6.81 - - Issued 172,500 5.50 175,000 11.22 Outstanding, end of period 1,131,949 $ 7.48 781,250 $ 10.02 |
Schedule Of Options Outstanding And Exercisable | Outstanding Options Exercisable Options Range of Exercise Price Number Average Weighted Remaining Contractual Life in Years Range of Exercise Price Number Weighted Average Exercise Price $ 4.00-4.99 53,324 9.29 $ 4.00-4.99 26,662 $ 4.48 5.00-5.99 713,000 9.39 5.00-5.99 310,125 5.50 8.00-8.99 9,375 2.83 8.00-8.99 6,252 8.80 9.00-9.99 25,000 3.13 9.00-9.99 25,000 9.60 11.00-11.99 162,500 8.48 11.00-11.99 68,750 11.20 12.00-12.99 168,750 2.64 12.00-12.99 146,875 12.80 1,131,949 8.06 583,664 $ 8.17 |
Summary Of Unregistered Warrants | June 30, 2022 June 30, 2021 Number of Warrants Weighted Average Exercise Price Number of Warrants Weighted Average Exercise Price Outstanding, beginning of year 2,553,635 $ 7.57 2,502,291 $ 7.67 Issued - - 226,426 5.64 Exercised - - (139,099 ) 6.41 Cancelled - - - - Expired (28,591 ) $ 6.45 (1,563 ) 7.20 Outstanding, end of period 2,525,044 $ 7.57 2,588,055 $ 7.56 |
Schedule Of Unregistered Warrants Outstanding And Exercisable By Price Range | Outstanding Warrants Exercisable Warrants Exercise Price Number Average Weighted Remaining Contractual Life in Years Exercise Price Number Weighted Average Exercise Price $ 4.00-4.99 200,625 0.09 $ 4.00-4.99 200,625 $ 4.80 5.00-5.99 252,050 3.46 5.00-5.99 252,050 5.51 6.00-6.99 231,875 2.15 6.00-6.99 231,875 6.40 7.00-7.99 625 0.30 7.00-7.99 625 7.20 8.00-8.99 1,565,430 0.94 8.00-8.99 1,565,430 8.02 9.00-9.99 231,938 3.20 9.00-9.99 231,938 9.60 10.00-10.99 1,688 3.87 10.00-10.99 1,688 10.40 11.00-11.99 35,813 1.50 11.00-11.99 35,813 11.20 14.00-14.99 5,000 23.50 14.00-14.99 5,000 14.40 2,525,044 1.45 2,525,044 $ 7.57 |
Schedule Of Common Stock Warrants - Registered | June 30, 2022 June 30, 2021 Number of Registered Warrants Weighted Average Exercise Price Number of Registered Warrants Weighted Average Exercise Price Outstanding, beginning of year 2,975,497 $ 5.50 - $ - Issued - - 3,174,000 5.50 Exercised - - - - Cancelled - - - - Expired - - - - Outstanding, end of period 2,975,497 $ 5.50 3,174,000 $ 5.50 |
Schedule Of Registered Warrants Outstanding And Exercisable By Price Range | Outstanding Registered Warrants Exercisable Registered Warrants Exercise Price Number Average Weighted Remaining Contractual Life in Years Exercise Price Number Weighted Average Exercise Price $ 5.50 2,975,497 3.89 $ 5.50 2,975,497 5.50 2,975,497 3.89 2,975,497 $ 5.50 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
BASIS OF PRESENTATION | ||
Accumulated Deficit | $ (112,327,200) | $ (108,227,041) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Expected Volatility | 135.32% | |
Expected Dividends | 0% | 0% |
Expected Term | 10 years | |
Risk Free Rate | 1.94% | |
Maximum [Member] | ||
Expected Volatility | 154.26% | |
Expected Term | 10 years | |
Expected Volatility | 153.25% | |
Risk Free Rate | 1.45% | |
Common Stock | ||
Expected Volatility | 144.80% | |
Expected Term | 5 years | |
Risk Free Rate | 0.29% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Common Shares From Convertible Debentures And Related Accrued Interest | 53,309 | 53,309 | 52,839 | ||
Share based compensation expenses, grant in period | 497,744 | 392,365 | 1,068,374 | 1,367,389 | |
Current Federal Deposit Insurance | $ 250,000 | ||||
External Expenses | $ 381,000 | $ 281,000 | 644,000 | $ 520,000 | |
Internal Expenses | 327,000 | 187,000 | 881,000 | 595,000 | |
Amortization Of The R & D Obligation | $ 270,000 | $ 0 | $ 407,085 | $ 0 | |
Common Shares Issuable Upon The Exercise Of Outstanding Stock Options And Warrants | 6,084,205 | 6,084,205 | 6,344,868 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
PROPERTY AND EQUIPMENT | ||
Furniture And Fixtures | $ 20,000 | $ 20,000 |
Equipment | 80,000 | 80,000 |
Total | 100,000 | 100,000 |
Less Accumulated Depreciation And Amortization | (100,000) | (100,000) |
Property And Equipment, net | $ 0 | $ 0 |
LEASES (Details)
LEASES (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
LEASES | ||
Operating Lease Right-of-use Asset | $ 231,716 | $ 27,225 |
Current Portion Of Long-term Operating Lease | 86,364 | 15,178 |
Long-term Operating Lease, Net Of Current Portion | 157,004 | 0 |
Operating Leases | $ 243,368 | $ 15,178 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
LEASES | ||||
Operating Lease Expense | $ 27,147 | $ 6,470 | $ 47,291 | $ 12,940 |
LEASES (Details 2)
LEASES (Details 2) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
LEASES | ||
Operating Leases Weighted-average Remaining Lease Term | 2 years 5 months 8 days | 1 year 29 days |
Discount Rate Operating Leases | 11% | 11% |
LEASES (Details 3)
LEASES (Details 3) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
LEASES | |
Cash Paid For Amounts Included In The Measurement Of Lease Liabilities | $ 23,592 |
Non-cash investment in ROU asset | $ 241,694 |
LEASES (Details 4)
LEASES (Details 4) | Jun. 30, 2022 USD ($) |
LEASES | |
December 31, 2022 | $ 50,715 |
December 31, 2023 | 116,933 |
December 31, 2024 | 11,956 |
Total Minimum Lease Payments | 279,604 |
Less: Interest | 36,236 |
Present Value Of Lease Obligations | 243,368 |
Less: Current Portion | 86,364 |
Long-term Portion Of Lease Obligations | $ 157,004 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 1 Months Ended | |
Jan. 14, 2022 | Dec. 17, 2017 | |
LEASES | ||
Operating Lease Rent Expense | $ 232,464 | $ 54,993 |
Operating Lease Commencement Date | Apr. 29, 2022 | Feb. 01, 2021 |
Rent Description | Rent is $7,265 per month from commencement to November 30, 2022, $7,466 from November 30, 2022 to November 30, 2023, and $7,668 from November 30, 2023 to the lease end date. | Rent is $3,291 per month from January 15, 2021 to January 31, 2022 and $1,154 from February 1, 2022 to January 31, 2023. |
DEBT (Details)
DEBT (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
DEBT | ||
1% Convertible Notes Payable | $ 240,000 | $ 240,000 |
Accrued Interest | 97,076 | 95,486 |
Total debt and accrued interest payable | $ 337,076 | $ 335,486 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Sep. 09, 2021 | Dec. 02, 2011 | Feb. 21, 2022 | Oct. 31, 2018 | Sep. 30, 2018 | Aug. 24, 2016 | Jun. 30, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | Jun. 02, 2021 | May 07, 2020 | Apr. 29, 2020 | Jan. 15, 2020 | Sep. 24, 2018 | |
Paycheck Protection Program Loan Amount | $ 121,700 | $ 121,700 | ||||||||||||
Accrued Interest Paycheck Protection | $ 1,653 | $ 820 | ||||||||||||
Interest Due | $ 122,520 | |||||||||||||
Other Debt Description | The Company’s 1% convertible debentures allow for rolling 30-day extensions until notice is given by the lender to the Company to the contrary. | |||||||||||||
Principal Amount | $ 121,700 | |||||||||||||
Ppp Loan, Interest Accrues On Outstanding Principal Rate | 1% | |||||||||||||
Loan Amount Eligible Payroll Costs, Percentage Rate | 60% | |||||||||||||
Accrued Interest | $ 97,076 | $ 95,886 | ||||||||||||
Paulson Investment Company, LLC | ||||||||||||||
Accrued Interest | $ 36,225 | $ 64,280 | ||||||||||||
Loan Agreement Amount | $ 2,000,000 | |||||||||||||
Warrants Expired | Dec. 31, 2016 | |||||||||||||
Common Shares For Debt Convertible, Price Per Share | $ 8 | $ 8 | $ 8 | |||||||||||
Restricted Common Stock Price Per Shares | $ 8 | |||||||||||||
Convertible Secured Promissory Note Converted Into Common Shares | 17,028 | 45,535 | ||||||||||||
Funding Received From Related Party | $ 1,250,000 | |||||||||||||
Loans Maturity Amount | $ 650,000 | $ 600,000 | ||||||||||||
Finance Fee Cash Percentage Rate Convertible Debt | 10% | |||||||||||||
Finance Fee Cash Convertible Debt Year Of Term | 5 years | |||||||||||||
Convertible Debt | $ 100,000 | $ 300,000 | ||||||||||||
Paulson Investment Company, LLC | Debt Extension and Conversion Agreement | ||||||||||||||
Accrued Interest | $ 436,369 | |||||||||||||
Common Shares For Debt Convertible, Price Per Share | $ 8 | |||||||||||||
Convertible Secured Promissory Note Converted Into Common Shares | 160,798 | |||||||||||||
Principal Amount And Outstanding Debt | $ 850,000 | |||||||||||||
Principal Amount And Accrued Interest | $ 1,286,369 | |||||||||||||
HEP Investments, LLC | ||||||||||||||
Loan Agreement Amount | $ 20,000,000 | |||||||||||||
Warrants Expired | Sep. 30, 2016 | |||||||||||||
Common Shares For Debt Convertible, Price Per Share | $ 8 | |||||||||||||
Restricted Common Stock Price Per Shares | $ 8 | |||||||||||||
Convertible Secured Promissory Note Converted Into Common Shares | 1,796,287 | 781,524 | ||||||||||||
Principal Amount And Outstanding Debt | $ 4,090,342 | |||||||||||||
Principal Amount And Accrued Interest | $ 6,252,187 | |||||||||||||
Warrants To Purchase Shares Of Common Stock, Exercise Price Per Share | $ 9.60 | |||||||||||||
Convertible Secured Promissory Note Principal Amount | $ 20,000,000 | |||||||||||||
Convertible Secured Promissory Note Principal Amount Funded | $ 18,470,640 | |||||||||||||
Warrants To Purchase Shares Of Common Stock | 20,833 | |||||||||||||
Common Stock | ||||||||||||||
Ppp Loan, Interest Accrues On Outstanding Principal Rate | 4.15% | |||||||||||||
Short Term Financing | $ 628,600 | |||||||||||||
Equel Payment Payable | $ 71,058 |
DEFERRED RD OBLIGATIONS PARTI_3
DEFERRED RD OBLIGATIONS PARTICIPATION AGREEMENTS (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Amount Funded | $ 2,985,000 |
Warrants | shares | 106,315 |
Revenue Share | 44.775% |
Minimum Payment Threshold | $ 984,000 |
Buy-back Premium % Pre-18 Mos. | 40% |
Buy-back Premium % Post18 Mos. | 50% |
Agreement 1 | |
Amount Funded | $ 100,000 |
Warrants | shares | 3,750 |
Revenue Share | 1.50% |
Minimum Payment Threshold | $ 0 |
Date Of Funding | April 13, 2020 |
Term | 5 Years |
Exercise Price | $ / shares | $ 9.60 |
Buy-back Premium % Pre-18 Mos. | 40% |
Buy-back Premium % Post18 Mos. | 40% |
Agreement 2 | |
Amount Funded | $ 150,000 |
Warrants | shares | 5,625 |
Revenue Share | 2.25% |
Minimum Payment Threshold | $ 0 |
Date Of Funding | April 13, 2020 |
Term | 5 Years |
Exercise Price | $ / shares | $ 9.60 |
Buy-back Premium % Pre-18 Mos. | 40% |
Buy-back Premium % Post18 Mos. | 40% |
Agreement 3 | |
Amount Funded | $ 150,000 |
Warrants | shares | 5,625 |
Revenue Share | 2.25% |
Minimum Payment Threshold | $ 0 |
Date Of Funding | April 13, 2020 |
Term | 5 Years |
Exercise Price | $ / shares | $ 9.60 |
Buy-back Premium % Pre-18 Mos. | 40% |
Buy-back Premium % Post18 Mos. | 40% |
Agreement 4 | |
Amount Funded | $ 250,000 |
Warrants | shares | 9,375 |
Revenue Share | 3.75% |
Minimum Payment Threshold | $ 0 |
Date Of Funding | May 7, 2020 |
Term | 5 Years |
Exercise Price | $ / shares | $ 9.60 |
Buy-back Premium % Pre-18 Mos. | 40% |
Buy-back Premium % Post18 Mos. | 40% |
Agreement 5 | |
Amount Funded | $ 275,000 |
Warrants | shares | 10,313 |
Revenue Share | 4.125% |
Minimum Payment Threshold | $ 82,500 |
Date Of Funding | June 1, 2020 |
Term | 5 Years |
Exercise Price | $ / shares | $ 8.80 |
Buy-back Premium % Pre-18 Mos. | 40% |
Buy-back Premium % Post18 Mos. | 50% |
Agreement 6 | |
Amount Funded | $ 225,000 |
Warrants | shares | 8,438 |
Revenue Share | 3.375% |
Minimum Payment Threshold | $ 67,500 |
Date Of Funding | June 3, 2020 |
Term | 5 Years |
Exercise Price | $ / shares | $ 8.80 |
Buy-back Premium % Pre-18 Mos. | 40% |
Buy-back Premium % Post18 Mos. | 50% |
Agreement 7 | |
Amount Funded | $ 100,000 |
Warrants | shares | 3,750 |
Revenue Share | 1.50% |
Minimum Payment Threshold | $ 30,000 |
Date Of Funding | July 8, 2020 |
Term | 5 Years |
Exercise Price | $ / shares | $ 9.60 |
Buy-back Premium % Pre-18 Mos. | 40% |
Buy-back Premium % Post18 Mos. | 50% |
Agreement 8 | |
Amount Funded | $ 125,000 |
Warrants | shares | 4,688 |
Minimum Payment Threshold | $ 37,500 |
Date Of Funding | Aug. 24, 2020 |
Term | 5 Years |
Exercise Price | $ / shares | $ 9.60 |
Buy-back Premium % Pre-18 Mos. | 40% |
Buy-back Premium % Post18 Mos. | 50% |
Revenue Share | 1.875% |
Agreement 9 | |
Amount Funded | $ 150,000 |
Warrants | shares | 5,625 |
Revenue Share | 2.25% |
Minimum Payment Threshold | $ 45,000 |
Date Of Funding | Sept. 14, 2020 |
Term | 5 Years |
Exercise Price | $ / shares | $ 9.60 |
Buy-back Premium % Pre-18 Mos. | 40% |
Buy-back Premium % Post18 Mos. | 50% |
Agreement 21 | |
Amount Funded | $ 45,000 |
Warrants | shares | 1,688 |
Revenue Share | 0.675% |
Minimum Payment Threshold | $ 13,500 |
Date Of Funding | May 14,2021 |
Term | 5 Years |
Exercise Price | $ / shares | $ 10.40 |
Buy-back Premium % Pre-18 Mos. | 40% |
Buy-back Premium % Post18 Mos. | 50% |
Agreement 10 | |
Amount Funded | $ 50,000 |
Warrants | shares | 1,875 |
Revenue Share | 0.75% |
Minimum Payment Threshold | $ 15,000 |
Date Of Funding | Sept.15, 2020 |
Term | 5 Years |
Exercise Price | $ / shares | $ 9.60 |
Buy-back Premium % Pre-18 Mos. | 40% |
Buy-back Premium % Post18 Mos. | 50% |
Agreement 11 | |
Amount Funded | $ 50,000 |
Warrants | shares | 1,875 |
Revenue Share | 0.75% |
Minimum Payment Threshold | $ 15,000 |
Date Of Funding | Sept.15, 2020 |
Term | 5 Years |
Exercise Price | $ / shares | $ 9.60 |
Buy-back Premium % Pre-18 Mos. | 40% |
Buy-back Premium % Post18 Mos. | 50% |
Agreement 12 | |
Amount Funded | $ 300,000 |
Warrants | shares | 5,625 |
Revenue Share | 4.50% |
Minimum Payment Threshold | $ 420,000 |
Date Of Funding | Sept.25, 2020 |
Term | 5 Years |
Exercise Price | $ / shares | $ 9.60 |
Buy-back Premium % Pre-18 Mos. | 40% |
Buy-back Premium % Post18 Mos. | 50% |
Agreement 13 | |
Amount Funded | $ 500,000 |
Warrants | shares | 18,750 |
Revenue Share | 7.50% |
Minimum Payment Threshold | $ 150,000 |
Date Of Funding | Oct. 8, 2020 |
Term | 5 Years |
Exercise Price | $ / shares | $ 9.60 |
Buy-back Premium % Pre-18 Mos. | 40% |
Buy-back Premium % Post18 Mos. | 40% |
Agreement 14 | |
Amount Funded | $ 100,000 |
Warrants | shares | 3,750 |
Revenue Share | 1.50% |
Minimum Payment Threshold | $ 40,000 |
Date Of Funding | Oct. 4, 2020 |
Term | 5 Years |
Exercise Price | $ / shares | $ 9.60 |
Buy-back Premium % Pre-18 Mos. | 40% |
Buy-back Premium % Post18 Mos. | 50% |
Agreement 18 | |
Amount Funded | $ 40,000 |
Warrants | shares | 1,500 |
Revenue Share | 0.60% |
Minimum Payment Threshold | $ 12,000 |
Date Of Funding | Jan. 22, 2021 |
Term | 5 Years |
Exercise Price | $ / shares | $ 11.20 |
Buy-back Premium % Pre-18 Mos. | 40% |
Buy-back Premium % Post18 Mos. | 50% |
Agreement 15 | |
Amount Funded | $ 250,000 |
Warrants | shares | 9,375 |
Revenue Share | 3.75% |
Minimum Payment Threshold | $ 0 |
Date Of Funding | Oct. 4, 2020 |
Term | 5 Years |
Exercise Price | $ / shares | $ 9.60 |
Buy-back Premium % Pre-18 Mos. | 40% |
Buy-back Premium % Post18 Mos. | 40% |
Agreement 16 | |
Amount Funded | $ 50,000 |
Warrants | shares | 1,875 |
Revenue Share | 0.75% |
Minimum Payment Threshold | $ 15,000 |
Date Of Funding | Oct. 9, 2020 |
Term | 5 Years |
Exercise Price | $ / shares | $ 9.60 |
Buy-back Premium % Pre-18 Mos. | 40% |
Buy-back Premium % Post18 Mos. | 40% |
Agreement 17 | |
Amount Funded | $ 10,000 |
Warrants | shares | 375 |
Revenue Share | 0.15% |
Minimum Payment Threshold | $ 17,000 |
Date Of Funding | Dec. 16, 2020 |
Term | 5 Years |
Exercise Price | $ / shares | $ 9.60 |
Buy-back Premium % Pre-18 Mos. | 40% |
Buy-back Premium % Post18 Mos. | 50% |
Agreement 19 | |
Amount Funded | $ 40,000 |
Warrants | shares | 1,500 |
Revenue Share | 0.60% |
Minimum Payment Threshold | $ 12,000 |
Date Of Funding | Jan. 25, 2021 |
Term | 5 Years |
Exercise Price | $ / shares | $ 11.20 |
Buy-back Premium % Pre-18 Mos. | 40% |
Buy-back Premium % Post18 Mos. | 50% |
Agreement 20 | |
Amount Funded | $ 25,000 |
Warrants | shares | 938 |
Revenue Share | 0.375% |
Minimum Payment Threshold | $ 12,000 |
Date Of Funding | Jan. 27, 2021 |
Term | 5 Years |
Exercise Price | $ / shares | $ 11.20 |
Buy-back Premium % Pre-18 Mos. | 40% |
Buy-back Premium % Post18 Mos. | 50% |
DEFERRED RD OBLIGATIONS PARTI_4
DEFERRED RD OBLIGATIONS PARTICIPATION AGREEMENTS (Details Narrative) | 2 Months Ended | 3 Months Ended | 6 Months Ended | |
May 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) integer shares | Jun. 30, 2021 USD ($) | |
Number Of License Co-development Participation Agreements | integer | 21 | |||
Revenue Share | 44.78% | |||
Proceeds From Sales As Future Revenues | $ 2,985,000 | $ 2,985,000 | ||
Warrants Issued And Sold | shares | 106,315 | |||
Warrants Issued And, Value | $ 953,897 | |||
Deferred Revenue | $ 2,031,103 | |||
Annual Rate Of Dividends | 0% | 0% | ||
Research And Development Expense | $ 67,595 | $ 270,237 | ||
Revenue Share Minimum Percentage | 140% | |||
Revenue Share Minimum Percentage | 30% | |||
Buy-back Premium % Pre-18 Mos. | 40% | |||
Buy-back Premium % Post18 Mos. | 50% | |||
Amortization Amount Attributable To Related Parties | $ 101,826 | |||
Contra R&D expense related to personnel and third-party expenses | $ 407,085 | $ 0 | ||
Volatilities Rate | 135.32% | |||
HEP Investments, LLC | ||||
Proceeds From Loans | $ 265,000 | |||
MKY MTS LLC | ||||
Proceeds From Loans | 45,000 | |||
Strome | ||||
Proceeds From Loans | $ 500,000 | |||
Maximum [Member] | ||||
Volatilities Rate | 154.26% | |||
Discount Rates | 0.87% | |||
Minimum [Member] | ||||
Volatilities Rate | 129.13% | |||
Discount Rates | 0.26% |
STOCKHOLDERS EQUITY (DEFICIT)_2
STOCKHOLDERS EQUITY (DEFICIT) (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Number Of Options Issued | 497,744 | 392,365 | 1,068,374 | 1,367,389 |
2019 Stock Incentive Plan | ||||
Number Of Options Outstanding, Beginning | 1,721,074 | 606,250 | ||
Number Of Options Issued | 172,500 | 175,000 | ||
Number Of Options Cancelled | 761,625 | |||
Number Of Options Outstanding, Ending | 1,131,949 | 781,250 | 1,131,949 | 781,250 |
Weighted Average Exercise Price Outstanding, Beginning | $ 7.38 | $ 9.67 | ||
Weighted Average Exercise Price Issued | 5.50 | 11.22 | ||
Weighted Average Exercise Price Cancelled | 6.81 | 0 | ||
Weighted Average Exercise Price Outstanding, Ending | $ 7.48 | $ 10.02 | $ 7.48 | $ 10.02 |
Unregistered Warrant [Member] | ||||
Number Of Options Outstanding, Beginning | 2,553,635 | 2,502,291 | ||
Number Of Options Issued | 0 | 226,426 | ||
Number Of Options Exercised | 0 | 139,099 | ||
Number Of Options Cancelled | 0 | 0 | ||
Number Of Options Expired | 28,591 | 1,563 | ||
Number Of Options Outstanding, Ending | 2,525,044 | 2,588,055 | 2,525,044 | 2,588,055 |
Weighted Average Exercise Price Issued | $ 0 | $ 5.64 | ||
Weighted Average Exercise Price Expired | 6.45 | 7.20 | ||
Weighted Average Exercise Price Cancelled | 0 | 0 | ||
Weighted Average Exercise Price Exercised | 0 | 6.41 | ||
Weighted Average Exercise Price Outstanding, Beginning | 7.57 | 7.67 | ||
Weighted Average Exercise Price Outstanding, Ending | $ 7.57 | $ 7.56 | $ 7.57 | $ 7.56 |
Registered Warrant | ||||
Number Of Options Outstanding, Beginning | 2,975,497 | 0 | ||
Number Of Options Issued | 0 | 3,174,000 | ||
Number Of Options Exercised | 0 | 0 | ||
Number Of Options Cancelled | 0 | 0 | ||
Number Of Options Expired | 0 | 0 | ||
Number Of Options Outstanding, Ending | 2,975,497 | 3,174,000 | 2,975,497 | 3,174,000 |
Weighted Average Exercise Price Outstanding, Beginning | $ 5.50 | $ 0 | ||
Weighted Average Exercise Price Issued | 0 | 5.50 | ||
Weighted Average Exercise Price Expired | 0 | 0 | ||
Weighted Average Exercise Price Cancelled | 0 | 0 | ||
Weighted Average Exercise Price Exercised | 0 | 0 | ||
Weighted Average Exercise Price Outstanding, Ending | $ 5.50 | $ 5.50 | $ 5.50 | $ 5.50 |
STOCKHOLDERS EQUITY (DEFICIT)_3
STOCKHOLDERS EQUITY (DEFICIT) (Details 1) - 2019 Stock Incentive Plan | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number Of Options Outstanding | 1,131,949 |
Weighted Average Remaining Contractual Life (in Years) | 8 years 21 days |
Number Of Exercisable Options | 583,664 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 8.17 |
4.00-4.99 | |
Number Of Options Outstanding | 53,324 |
Weighted Average Remaining Contractual Life (in Years) | 9 years 3 months 14 days |
Number Of Exercisable Options | 26,662 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 4.48 |
5.00-5.99 | |
Number Of Options Outstanding | 713,000 |
Weighted Average Remaining Contractual Life (in Years) | 9 years 4 months 20 days |
Number Of Exercisable Options | 310,125 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 5.50 |
8.00-8.99 | |
Number Of Options Outstanding | 9,375 |
Weighted Average Remaining Contractual Life (in Years) | 2 years 9 months 29 days |
Number Of Exercisable Options | 6,252 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 8.80 |
9.00-9.99 | |
Number Of Options Outstanding | 25,000 |
Weighted Average Remaining Contractual Life (in Years) | 3 years 1 month 17 days |
Number Of Exercisable Options | 25,000 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 9.60 |
11.00-11.99 | |
Number Of Options Outstanding | 162,500 |
Weighted Average Remaining Contractual Life (in Years) | 8 years 5 months 23 days |
Number Of Exercisable Options | 68,750 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 11.20 |
12.00-12.99 | |
Number Of Options Outstanding | 168,750 |
Weighted Average Remaining Contractual Life (in Years) | 2 years 7 months 20 days |
Number Of Exercisable Options | 146,875 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 12.80 |
STOCKHOLDERS EQUITY (DEFICIT)_4
STOCKHOLDERS EQUITY (DEFICIT) (Details 2) - Unregistered Warrant [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number Of Options Outstanding | 2,525,044 |
Average Weighted Remaining Contructual Life In Years | 1 year 5 months 12 days |
Number Of Exercisable Options | 2,525,044 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 7.57 |
4.00-4.99 | |
Number Of Options Outstanding | 200,625 |
Average Weighted Remaining Contructual Life In Years | 1 month 2 days |
Number Of Exercisable Options | 200,625 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 4.80 |
5.00-5.99 | |
Number Of Options Outstanding | 252,050 |
Average Weighted Remaining Contructual Life In Years | 3 years 5 months 15 days |
Number Of Exercisable Options | 252,050 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 5.51 |
6.00-6.99 | |
Number Of Options Outstanding | 231,875 |
Average Weighted Remaining Contructual Life In Years | 2 years 1 month 24 days |
Number Of Exercisable Options | 231,875 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 6.40 |
7.00-7.99 | |
Number Of Options Outstanding | 625 |
Average Weighted Remaining Contructual Life In Years | 3 months 18 days |
Number Of Exercisable Options | 625 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 7.20 |
8.00-8.99 | |
Number Of Options Outstanding | 1,565,430 |
Average Weighted Remaining Contructual Life In Years | 11 months 8 days |
Number Of Exercisable Options | 1,565,430 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 8.02 |
9.00-9.99 | |
Number Of Options Outstanding | 231,938 |
Average Weighted Remaining Contructual Life In Years | 3 years 2 months 12 days |
Number Of Exercisable Options | 231,938 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 9.60 |
10.00-10.99 | |
Number Of Options Outstanding | 1,688 |
Average Weighted Remaining Contructual Life In Years | 3 years 10 months 13 days |
Number Of Exercisable Options | 1,688 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 10.40 |
11.00-11.99 | |
Number Of Options Outstanding | 35,813 |
Average Weighted Remaining Contructual Life In Years | 1 year 6 months |
Number Of Exercisable Options | 35,813 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 11.20 |
14.00-14.99 | |
Number Of Options Outstanding | 5,000 |
Average Weighted Remaining Contructual Life In Years | 23 years 6 months |
Number Of Exercisable Options | 5,000 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 14.40 |
STOCKHOLDERS EQUITY (DEFICIT)_5
STOCKHOLDERS EQUITY (DEFICIT) (Details 3) - Registered Warrant | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of options outstanding | 2,975,497 |
Weighted average remaining contractual life (in years) | 3 years 10 months 20 days |
Number of exercisable options | 2,975,497 |
Weighted average exercise price exercisable | $ / shares | $ 5.50 |
5.50 | |
Number of options outstanding | 2,975,497 |
Weighted average remaining contractual life (in years) | 3 years 10 months 20 days |
Number of exercisable options | 2,975,497 |
Weighted average exercise price exercisable | $ / shares | $ 5.50 |
STOCKHOLDERS EQUITY (DEFICIT)_6
STOCKHOLDERS EQUITY (DEFICIT) (Details Narative) - USD ($) | 1 Months Ended | 6 Months Ended | |||||||
Oct. 12, 2021 | Jun. 15, 2021 | Jun. 02, 2021 | May 27, 2021 | Nov. 29, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jan. 01, 2022 | Oct. 15, 2021 | |
Common stock and treasury shares, Description | 1-for-80 basis and (ii) decrease the number of total authorized shares of common stock of the Company from 1,200,000,000 to 150,000,000 shares. The Certificate of Amendment became effective at 12:01 a.m. (Eastern Time) on May 28, 2021 (the “Effective Time”). | ||||||||
Reverse stock split of common stock | As of the Effective Time, every 80 shares of issued and outstanding common stock were converted into one share of common stock. | ||||||||
Common stock purchased, related party | 4,464 | ||||||||
Proceed from related party | $ 50,000 | ||||||||
Purchase price | $ 11.20 | ||||||||
Stock warrant exercised | 139,664 | ||||||||
Warrants to purchase | 139,100 | ||||||||
Issuance of common stock | 54,361 | ||||||||
Sale of common stock warrants, Shares | 414,000 | ||||||||
Sale of common stock warrants, Description | On June 2, 2021, the Company completed its public offering of common stock and warrants. As part of the transaction, the Company sold 414,000 warrants with an exercise price of $5.50 per share, from the overallotment option that was exercised by the underwriter for $4,140. Additionally, the Company issued the underwriter 8% of the number of shares of common stock in the offering in 220,800 unregistered warrants for shares of common stock, for an aggregate price to the Company of $100. These warrants are exercisable 180 days after the offering date and expire five years after the first day they are exercisable. The warrants were valued at $946,675 based on the Black Scholes pricing model relying on the following assumptions: volatility 132.46%; annual rate of dividends 0%; discount rate 0.80%. This was recognized by the company as an underwriting cost and was accounted for as an offset to funds raised. | ||||||||
Net proceeds | $ 0 | $ 50,000 | |||||||
Dividend rate | 0% | 0% | |||||||
Proceed from stock issuances | $ 0 | $ 1,514,973 | |||||||
Volatility range | 135.32% | ||||||||
CorProminence, LLC [Member] | |||||||||
Market price | $ 4.48 | $ 4.15 | |||||||
Issued of additional shares of common stock | 2,500 | ||||||||
Common stock share issued, unrestricted | 5,000 | ||||||||
Aggregated total expense | $ 10,375 | ||||||||
Total expense | $ 22,400 | ||||||||
Maximum [Member] | |||||||||
Discount rates | 0.87% | ||||||||
Volatility range | 154.26% | ||||||||
Minimum [Member] | |||||||||
Discount rates | 0.26% | ||||||||
Volatility range | 129.13% | ||||||||
Private Investors [Member] | |||||||||
Proceed from stock issuances | $ 1,514,970 | ||||||||
Planned Public Offering [Member] | |||||||||
Stock units, issued | 2,760,000 | ||||||||
Stock units issued, price per share | $ 5 | ||||||||
Warrants, exercise price | $ 5.50 | ||||||||
Gross proceeds | $ 13,804,240 | ||||||||
Underwriting and other costs | $ 1,622,638 | ||||||||
Warrants, term | 5 years | ||||||||
Net proceeds | $ 12,181,602 | ||||||||
2021 Incentive Plan [Member] | |||||||||
Shares available for issuance, shares | 1,000,000 | ||||||||
Increase (decrease) in shares available for issuance | $ 470,983 | ||||||||
Stock options, issued | 763,824 | ||||||||
Remining shares available for issuance | 707,159 | ||||||||
Plan term | 10 years | ||||||||
2019 Incentive Plan [Member] | |||||||||
Plan term | 10 years | ||||||||
Remained shares | 365,625 | ||||||||
Option issued | 781,250 | ||||||||
Incentive plan, description | Equity Incentive Plan, the Company maintained a 2019 Omnibus Long-Term Incentive Plan (the “2019 Plan”). Following the approval by the shareholders of the 2021 Plan, no additional awards have been or will be made under the 2019 Plan. As of June 30, 2022, 781,250 stock options had been issued under the 2019 Plan with terms between 5 years and 10 years, of which 365,625 remained outstanding. | ||||||||
Black Scholes Pricing Model [Member] | Participation Agreements [Member] | |||||||||
Sale of common stock warrants, Shares | 5,626 | ||||||||
Net proceeds | $ 55,697 | ||||||||
Dividend rate | 0% | ||||||||
Black Scholes Pricing Model [Member] | Participation Agreements [Member] | Maximum [Member] | |||||||||
Discount rates | 0.87% | ||||||||
Volatility range | 140.20% | ||||||||
Black Scholes Pricing Model [Member] | Participation Agreements [Member] | Minimum [Member] | |||||||||
Discount rates | 0.41% | ||||||||
Volatility range | 129.13% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Nov. 03, 2021 | Mar. 01, 2021 | Jan. 07, 2021 | Jun. 15, 2021 | Nov. 24, 2020 | Oct. 31, 2019 | May 31, 2019 | Feb. 27, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Dividend rate | 0% | 0% | ||||||||||
Volatility range | 135.32% | |||||||||||
Non-qualified Option Awarded To Purchase Common Stock | 497,744 | 392,365 | 1,068,374 | 1,367,389 | ||||||||
Consultant [Member] | ||||||||||||
Eexercise Price | $ 8 | $ 8 | $ 8 | |||||||||
Warrant To Purchase Common Stock | 40,625 | 237,500 | 62,500 | 237,500 | 12,500 | |||||||
Maturity Period | 5 years | 5 years | 5 years | 5 years | ||||||||
Dividend rate | 0% | 0% | ||||||||||
Black Scholes Pricing | $ 386,348 | $ 529,023 | ||||||||||
Common Stock Reduced | 162,500 | |||||||||||
Monthly cash payment | $ 15,000 | $ 12,500 | ||||||||||
Volatility range | 148.83% | 181.49% | ||||||||||
Discount Rate | 0.39% | 2.34% | ||||||||||
Number Of Warrant Returned | 25,000 | |||||||||||
Warrant Returned Amount | $ 211,609 | |||||||||||
Fees Paid On Closing Of Project | $ 300,000 | |||||||||||
On Going Monthly Fees For Two Years | $ 50,000 | |||||||||||
Cashless Warrant | 37,500 | |||||||||||
Rice Separation Agreement [Member] | ||||||||||||
Monthly cash payment | $ 50,000 | |||||||||||
Annual Base Salary | $ 280,000 | |||||||||||
Non-qualified Option Awarded To Purchase Common Stock | 12,500 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
INCOME TAXES (Details Narrative) | |
Income Tax Expense | $ 0 |