Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 12, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Entity Registrant Name | ZIVO BIOSCIENCE, INC. | ||
Entity Central Index Key | 0001101026 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2023 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Entity Common Stock Shares Outstanding | 2,777,639 | ||
Entity Public Float | $ 17.3 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Fin Stmt Error Correction Flag | false | ||
Entity File Number | 000-30415 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 87-0699977 | ||
Entity Address Address Line 1 | 21 East 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 | ||
Icfr Auditor Attestation Flag | false | ||
Auditor Name | BDO USA, P.C. | ||
Auditor Location | Troy, Michigan | ||
Local Phone Number | 452 9866 | ||
Security 12b Title | Common Stock, $0.001 par value per share | ||
Trading Symbol | ZIVO | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm Id | 243 |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash | $ 274,380 | $ 1,799,263 |
Accounts receivable | 3,735 | 0 |
Prepaid expenses | 147,262 | 102,416 |
Total current assets | 425,377 | 1,901,679 |
PROPERTY AND EQUIPMENT, NET | 0 | 0 |
OTHER ASSETS: | ||
Operating lease - right of use asset | 98,280 | 189,282 |
Security deposit | 32,058 | 32,058 |
Total other assets | 130,338 | 221,340 |
TOTAL ASSETS | 555,715 | 2,123,019 |
CURRENT LIABILITIES: | ||
Accounts payable | 993,090 | 490,670 |
Accounts payable - related party | 172,670 | 0 |
Current portion of long-term operating lease | 106,342 | 99,259 |
Convertible debentures payable | 240,000 | 240,000 |
Deferred R&D obligations - participation agreements | 0 | 525,904 |
Deferred R&D obligations - participation agreements related parties | 0 | 175,427 |
Accrued interest | 100,686 | 98,286 |
Accrued liabilities - employee bonus | 1,148,770 | 398,176 |
Total current liabilities | 2,761,558 | 2,027,722 |
LONG TERM LIABILITIES: | ||
Long-term operating lease, net of current portion | 0 | 105,919 |
Total long-term liabilities | 0 | 105,919 |
TOTAL LIABILITIES | 2,761,558 | 2,133,641 |
STOCKHOLDERS' (DEFICIT): | ||
Common stock, $0.001 par value, 25,000,000 and 25,000,000 shares authorized as of December 31, 2023 and December 31, 2022; 2,382,356 and 1,569,943 issued and outstanding at December 31, 2023, and December 31, 2022, respectively | 2,383 | 1,570 |
Additional paid-in capital | 121,373,488 | 115,792,338 |
Accumulated deficit | (123,581,714) | (115,804,530) |
Total stockholders' (deficit) | (2,205,843) | (10,622) |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) | $ 555,715 | $ 2,123,019 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement Of Financial Position Abstract | ||
Common Stock, Par value | $ 0.001 | $ 0.001 |
Common Stock, Shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 2,382,356 | 1,569,943 |
Common Stock, Shares outstanding | 2,382,356 | 1,569,943 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
REVENUE: | ||
Product revenue | $ 27,650 | $ 0 |
Total Revenues | 27,650 | 0 |
COST OF GOODS SOLD | ||
Product costs | 16,040 | 0 |
Total Cost of Goods Sold | 16,040 | 0 |
GROSS MARGIN | 11,610 | 0 |
COSTS AND EXPENSES: | ||
General and administrative | 5,897,594 | 6,491,704 |
Research and development | 1,377,028 | 2,240,270 |
Total Costs and Expenses | 7,274,622 | 8,731,974 |
LOSS FROM OPERATIONS | (7,263,012) | (8,731,974) |
OTHER (EXPENSE): | ||
Amortization of debt discount | 439,594 | 0 |
Interest expense - related parties | (50,785) | 0 |
Interest expense - other | (23,793) | (13,319) |
Total Other Expense | 514,172 | 13,319 |
NET LOSS | $ (7,777,184) | $ (8,745,293) |
BASIC AND DILUTED LOSS PER SHARE | $ (4.60) | $ (5.57) |
WEIGHTED AVERAGE | ||
BASIC AND DILUTED SHARES OUTSTANDING | 1,690,009 | 1,569,943 |
CONDENSED CONSOLIDATED STATEMEN
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, 2021 | 1,569,943 | |||
Balance, amount at Dec. 31, 2021 | $ 6,042,209 | $ 1,570 | $ 113,099,876 | $ (107,059,237) |
Employee and director equity-based compensation | 2,692,462 | 0 | 2,692,462 | 0 |
Net loss for the twelve months ended December 31, 2022 | (8,745,293) | $ 0 | 0 | (8,745,293) |
Balance, shares at Dec. 31, 2022 | 1,569,943 | |||
Balance, amount at Dec. 31, 2022 | (10,622) | $ 1,570 | 115,792,338 | (115,804,530) |
Employee and director equity-based compensation | 867,359 | 0 | 867,359 | 0 |
Net loss for the twelve months ended December 31, 2022 | (7,777,184) | $ 0 | 0 | (7,777,184) |
Private offering issuance of stock and warrants, net of issuance costs, shares | 171,666 | |||
Private offering issuance of stock and warrants, net of issuance costs, amount | 3,634,963 | $ 172 | 3,634,791 | 0 |
Debt discount for related party loan warrants | 439,594 | $ 0 | 439,594 | 0 |
Fractional Shares from Split, shares | (290) | |||
Fractional Shares from Split, amount | 0 | |||
Common stock issued on prefunded warrant exercise, shares | 78,021 | |||
Common stock issued on prefunded warrant exercise, amount | 47 | $ 78 | (31) | 0 |
Private sales of common stock - other, shares | 125,324 | |||
Private sales of common stock - other, amount | 155,000 | $ 125 | 154,875 | 0 |
Private sales of common stock - related party, shares | 437,692 | |||
Private sales of common stock - related party, amount | 485,000 | $ 438 | 484,562 | 0 |
Balance, shares at Dec. 31, 2023 | 2,382,356 | |||
Balance, amount at Dec. 31, 2023 | $ (2,205,843) | $ 2,383 | $ 121,373,488 | $ (123,581,714) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net Loss | $ (7,777,184) | $ (8,745,293) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization on debt discount | 439,594 | 0 |
Employee and director equity-based compensation expense | 867,359 | 2,692,462 |
Non-cash lease expense | 91,002 | 79,637 |
Amortization of deferred R&D obligations - participation agreements | (701,332) | (774,025) |
Changes in assets and liabilities: | ||
Prepaid expenses | (44,846) | (44,338) |
Security deposits | 0 | (29,058) |
Accounts payable | 502,420 | (163,663) |
Accounts payable - related party | 172,670 | 0 |
Accounts receivable | (3,735) | 0 |
Lease liabilities | (98,835) | (51,695) |
Accrued liabilities | 752,994 | (66,639) |
Net cash (used) in operating activities | (5,799,893) | (7,102,612) |
Cash flows from investing activities: | ||
Net cash (used) in investing activities | 0 | 0 |
Cash Flow from Financing Activities: | ||
Proceeds of loans payable, other | 605,600 | 628,600 |
Payment of loans payable, other | (605,600) | (628,600) |
Proceeds of loans payable, related party | 1,150,000 | 0 |
Payment of loans payable, related party | (1,150,000) | 0 |
Proceeds from private placement of registered securities, net | 3,634,963 | 0 |
Exercise of common stock warrants | 47 | 0 |
Proceeds from direct sale of common stock, related party | 485,000 | 0 |
Proceeds from direct sales of common stock | 155,000 | 0 |
Net cash provided by financing activities | 4,275,010 | 0 |
Decrease in cash | (1,524,883) | (7,102,612) |
Cash at beginning of period | 1,799,263 | 8,901,875 |
Cash at end of period | 274,380 | 1,799,263 |
Cash paid during the period for: | ||
Interest | 72,178 | 10,920 |
Income taxes | $ 0 | $ 0 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock | |
DESCRIPTION OF BUSINESS | NOTE 1 - DESCRIPTION OF BUSINESS The business model of Zivo Bioscience, Inc. and its subsidiaries (Health Enhancement Corporation, HEPI Pharmaceuticals, Inc., Zivo Bioscience, LLC, Wellmetrix, LLC, WellMetris, LLC, Zivo Biologic, Inc., ZIVOLife, LLC, and Zivo Zoologic, Inc. (collectively the “Company”)) is to derive future income from licensing and selling natural bioactive ingredients derived from their proprietary algae cultures to animal, human and dietary supplement and medical food manufacturers. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2023 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | NOTE 2 - BASIS OF PRESENTATION Going Concern The Company has incurred net losses since inception, experienced negative cash flows from operations for the year ended December 31, 2023 and has an accumulated deficit of $123.6 million. 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 can be 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 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. Stock Split On October 26, 2023, the Company effected a 1-for-6 reverse stock split of its common stock and proportionately decreased the number of authorized shares of common stock. All share, per share, options, and warrants information has been retroactively adjusted to reflect the reverse split. The shares of common stock retain a par value of $0.001 per share |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The 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., ZIVOLife, LLC, and Zivo Zoologic, Inc. All significant intercompany transactions and accounts have been eliminated in consolidation. Accounting Estimates The Company’s consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, 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 amount of revenues and expenses during the reporting period. Due to the inherent uncertainty involved in making estimates, 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 For the purpose of the statements of cash flows, 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. At December 31, 2023 and 2022, the Company did not have any cash equivalents. Leases Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 Consolidated Balance Sheets as of December 31, 2023 and 2022. Lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Generally, we do not consider any additional renewal periods to be reasonably certain of being exercised, as comparable locations could generally be identified within the same trade areas for comparable lease rates. Because the Company's leases do not provide an implicit rate of return, the Company used its incremental borrowing rate in determining the present value of lease payments. We have elected the practical expedient not to separate lease and nonlease components for all of our building leases. Revenue Recognition Revenue is recognized in accordance with ASC 606, which utilizes five steps to determine whether revenue can be recognized and to what extent: (i) identify the contract with a customer; (ii) identify the performance obligation(s); (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) determine the recognition period. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, Revenue from Contracts with Customers Significant judgments exercised by management include the identification of performance obligations, and whether such promised goods or services are considered distinct. The Company evaluates promised goods or services on a contract-by-contract basis to determine whether each promise represents a good or service that is distinct or has the same pattern of transfer as other promises. A promised good or service is considered distinct if the customer can benefit from the good or service independently of other goods/services either in the contract or that can be obtained elsewhere, without regard to contract exclusivity, and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contact. If the good or service is not considered distinct, the Company combines such promises and accounts for them as a single combined performance obligation. 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 therapeutic (biotech) business and the development and growing of algae as it relates to the nutrition (agtech) business. External clinical studies expenses were approximately $900,000 and $1.4 million for the years ended December 31, 2023 and 2022, respectively. Internal expenses, composed of staff salaries compose approximately $1.2 million and $1.5 million for the years ended December 31, 2023 and 2022, respectively. These costs were offset by the amortization of the R&D obligation of $701,332 and $774,025 for the years ending December 31, 2023 and 2022, respectively; of which, $175,427 and $193,160, for the years ended December 31, 2023 and 2022, respectively were attributable to related parties (see “ Note 8 - Deferred R&D Obligations - Participation Agreements Income Taxes The Company follows the authoritative guidance for accounting for 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 December 31, 2023 and 2022 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 FASB ASC 718, Compensation - Stock Compensation. 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. In considering the expected term of the options, the Company employs the simplified method. The Company uses this method as it does not have a history of option exercises to establish a robust estimated term based on experience. The simplified term is used for the determination of expected volatility as well as the identification of the risk free rate. 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 December 31, 2023, consisted of 8,746 shares of common stock from convertible debentures and related accrued interest and 1,459,881 shares of common stock underlying outstanding options and warrants. Potentially dilutive securities as of December 31, 2022, consisted of 8,924 shares of common stock from convertible debentures and related accrued interest and 1,044,600 shares of common stock underlying outstanding options and warrants. For 2023 and 2022, diluted and basic weighted average shares were the same, as potentially dilutive shares are anti-dilutive. Segment Reporting The company reports all financial results as one segment. 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 operations for purposes of making operating decisions and assessing financial performance. The Company operates solely in the United States. Warrants The Company accounts for warrants issued on June 2, 2021 in connection with a public offering of commons stock and common stock warrants, and traded on the OTC Pink under the symbol ZIVOW, (“Public Warrants”) and Private Placement Warrants issued in July 2023, see Note 9 – STOCKHOLDERS’ EQUITY (DEFICIT) Fair Value of Financial Instruments We account for fair value measurements of assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring or nonrecurring basis adhering to the Financial Accounting Standards Board (“FASB”) fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: · Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement date. · Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. · Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. As of December 31, 2023 and 2022, fair values of cash, prepaid expenses, accounts receivable,, other assets, accounts payable, accrued expenses, and other liabilities approximated their carrying values because of the short-term nature of these assets or liabilities. As of December 31, 2023 and 2022 the fair value of the convertible notes approximated their carrying value. We elected to account for the convertible notes while they were outstanding on a fair value basis under ASC 825 to comprehensively value and streamline the accounting for the embedded conversion options. The fair value of these convertible notes were based on both the fair value of our common stock, discount associated with the embedded redemption features, and cash flow models discounted at current implied market rates evidenced in recent arms-length transactions representing expected returns by market participants for similar instruments and are based on Level 3 inputs. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company has historically maintained cash balances at financial institutions which exceed the current FDIC limit of $250,000 at times during the year. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Recently Adopted Accounting Standards In June 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2020, the FASB ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
LEASES | |
LEASES | NOTE 4 - LEASES On December 17, 2020, the Company entered into a 25 ½ month lease agreement for a facility that contains office, warehouse, lab and R&D space in Ft. Myer, Florida. The lease agreement commenced on December 17, 2020 and ends on January 31, 2023. The lease agreement provided for a total rent of $54,993 over the period. Occupancy of the property commenced on December 17, 2020, and 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 consolidated balance sheet: Operating leases: Assets: December 31, 2023 December 31, 2022 Operating lease right-of-use asset $ 98,280 $ 189,282 Liabilities: Current portion of long-term operating lease $ 106,342 $ 99,259 Long-term operating lease, net of current portion - 105,919 $ 106,342 $ 205,178 The components of lease expense are as follows within our consolidated statement of operations: For the Year ended December 31, 2023 December 31, 2022 Operating lease expense $ 108,942 $ 102,249 Other information related to leases where we are the lessee is as follows: For the Year ended December 31, 2023 December 31, 2022 Weighted-average remaining lease term: Operating leases 0.94 Years 1.94 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 Year ended December 31, 2023 December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: $ 116,209 $ 74,307 Non-cash investment in ROU asset - 241,694 As of December 31, 2023, the maturities of our operating lease liability are as follows: Year Ended: Operating Lease December 31, 2024 112,407 Total minimum lease payments $ 112,407 Less: Interest (9,471 ) Present value of lease obligations $ 102,936 Less: Current portion 102,936 Long-term portion of lease obligations $ - |
LOAN PAYABLE, RELATED PARTIES
LOAN PAYABLE, RELATED PARTIES | 12 Months Ended |
Dec. 31, 2023 | |
LOAN PAYABLE, RELATED PARTIES | |
LOAN PAYABLE, RELATED PARTIES | NOTE 5 - LOAN PAYABLE, RELATED PARTIES Payne Bridge Loan On April 3, 2023, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with the Company’s Chief Executive Officer (the “Subscriber”), pursuant to which the Company, in a private placement (the “Private Placement”), agreed to issue and sell to the Subscriber a 10% promissory note with a principal amount of $1 million (the “Payne Note”) and a warrant (the “Payne Warrant”) to purchase 65,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). The Company had the ability to prepay all or a portion of the outstanding Payne Note principal and accrued and unpaid interest without any prepayment fee. Each warrant is exercisable for a period of three years from issuance at a per-share exercise price equal to $17.46. The exercise price and number of the shares of our Common Stock issuable upon exercising the Payne Warrant will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization, or similar transaction, as described therein. The allocation of fair value between the Payne Note and the Payne Warrant was recorded at the issuance date using a relative fair value allocation method. The Company determined the fair value of the Payne Warrants as of April 3, 2023 using the Black-Scholes option pricing model and applying the following assumptions as of April 3, 20233 not adjusted for the subsequent 1-6 Stock Split in October 2023: Fair value of common stock $ 3.11 Expected term (in years) 3 Risk-free interest rate 3.73 % Dividend yield - Volatility 99.89 % As a result, $439,594 or the proceeds were allocated to the Payne Warrant and the debt discount. The Payne Warrant, which qualified for the derivatives scope exception, met equity classification, and were recognized as a component of permanent stockholders’ equity within additional paid-in-capital and as a debt discount on the consolidated balance sheet. The Payne Note matured on October 2, 2023, and bore interest at an annual rate of 10.0%. The debt discount was amortized using the effective interest rate method over the term of the Payne Note. The effective interest rate on the Payne Note, including the amortization of the discount was 49.0% as of October 2, 2023. In the year ended December 31, 2023, the Company recorded $489,594 of interest expense related to the Note, which included $439,594 of non-cash amortization of the loan discount. The Payne Note was satisfied in full on October 2, 2023. HEP Investments, LLC On November 16, 2023, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with the HEP Investments, LLC a greater than 10% shareholder of the Company (the “November Subscriber”), pursuant to which the Company, in a private placement (the “Private Placement”), agreed to issue and sell to the November Subscriber a 10% promissory note with a principal amount of $150,000 (the “November Note”). The Company had the ability to prepay all or a portion of the outstanding November Note principal and accrued and unpaid interest without any prepayment fee. On December 5, 2023 the Company repaid the principal in full and $784 of accrued interest to satisfy the November Note in full. As of December 31, 2023, there were no Loans Payable to related parties. |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 12 Months Ended |
Dec. 31, 2023 | |
CONVERTIBLE DEBT | |
CONVERTIBLE DEBT | NOTE 6 - CONVERTIBLE DEBT The Company has $240,000 of outstanding convertible debentures. The debentures carry 1% per annum interest rate which is accrued until maturity. The original maturity dates have passed and the lender allows for rolling 30-day extensions until notice is given by the lender to the Company to the contrary. As of December 31, 2023, that agreement is still in place. |
NOTE PAYABLE
NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
NOTE PAYABLE | |
NOTE PAYABLE | NOTE 7 - NOTE PAYABLE Short Term Loans On February 14, 2023, the Company entered into a short-term, unsecured loan agreement to finance a portion of the Company’s directors’ and officers’, and employment practices liability insurance premiums. The note in the amount of $605,600 carries an 8.4% annual percentage rate and will be paid down equal monthly payments of $69,666, which payment began March 10, 2023. The loan was fully paid off, and there was no remaining principal balance as of December 31, 2023. 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 carried a 4.15% annual percentage rate and was paid down in nine equal payments of $71,058 beginning in March 2022. The loan was fully paid off, and there was no remaining principal balance as of December 31, 2022. |
DEFERRED RD OBLIGATIONS - PARTI
DEFERRED RD OBLIGATIONS - PARTICIPATION AGREEMENTS | 12 Months Ended |
Dec. 31, 2023 | |
DEFERRED RD OBLIGATIONS - PARTICIPATION AGREEMENTS | |
DEFERRED RD OBLIGATIONS - PARTICIPATION AGREEMENTS | NOTE 8 - 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. 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 Agreements, and pursuant to ASC 730-20-25 the Company has bifurcated the proceeds of $2,985,000 as follows: 1) the 17,712 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 year ending December 31, 2023, the Company recognized $701,332 as a contra R&D expense related to personnel and third-party expenses to develop the subject technology. $175,427 of this total contra R&D expense was attributed to deferred R&D obligations funded by a related party. As of December 31, 2023, the R&D obligation has been fully amortized, and no balance remains. In the prior year ending December 31, 2022, the Company recognized $774,025 as a contra R&D expense related to personnel and third-party expenses to develop the subject technology. $193,610 of this total contra R&D expense was attributed to deferred R&D obligations funded by a related party. As of December 31, 2022, the remaining R&D obligation was $701,332, of which $175,427 was attributed to 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 $ 100,000 625 5 Years $ 57.60 1.500 % $ - 40 % 40 % 2 April 13, 2020 150,000 937 5 Years 57.60 2.250 % - 40 % 40 % 3 April 13, 2020 150,000 937 5 Years 57.60 2.250 % - 40 % 40 % 4 May 7, 2020 250,000 1,562 5 Years 57.60 3.750 % - 40 % 40 % 5 June 1, 2020 275,000 1,718 5 Years 52.80 4.125 % 82,500 40 % 50 % 6 June 3, 2020 225,000 1,406 5 Years 52.80 3.375 % 67,500 40 % 50 % 7 July 8, 2020 100,000 625 5 Years 57.60 1.500 % 30,000 40 % 50 % 8 Aug. 24, 2020 125,000 781 5 Years 57.60 1.875 % 37,500 40 % 50 % 9 Sept. 14, 2020 150,000 937 5 Years 57.60 2.250 % 45,000 40 % 50 % 10 Sept.15, 2020 50,000 312 5 Years 57.60 0.750 % 15,000 40 % 50 % 11 Sept.15, 2020 50,000 312 5 Years 57.60 0.750 % 15,000 40 % 50 % 12 Sept.25, 2020 300,000 937 5 Years 57.60 4.500 % 420,000 40 % 50 % 13 Oct. 8, 2020 500,000 3,125 5 Years 57.60 7.500 % 150,000 40 % 40 % 14 Oct. 4, 2020 100,000 625 5 Years 57.60 1.500 % 40,000 40 % 50 % 15 Oct. 4, 2020 250,000 1,562 5 Years 57.60 3.750 % - 40 % 40 % 16 Oct. 9, 2020 50,000 312 5 Years 57.60 0.750 % 15,000 40 % 40 % 17 Dec. 16, 2020 10,000 62 5 Years 57.60 0.150 % 17,000 40 % 50 % 18 Jan. 22, 2021 40,000 250 5 Years 67.20 0.600 % 12,000 40 % 50 % 19 Jan. 25, 2021 40,000 250 5 Years 67.20 0.600 % 12,000 40 % 50 % 20 Jan. 27, 2021 25,000 156 5 Years 67.20 0.375 % 12,000 40 % 50 % 21 May 14,2021 45,000 281 5 Years 62.40 0.675 % 13,500 40 % 50 % $ 2,985,000 17,712 44.775 % $ 984,000 Certain of the Participation Agreements are owned by related parties. Participation Agreement 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) | 12 Months Ended |
Dec. 31, 2023 | |
STOCKHOLDERS EQUITY (DEFICIT) | |
STOCKHOLDERS' EQUITY (DEFICIENCY) | NOTE 9 - STOCKHOLDERS’ EQUITY (DEFICIT) June 2023 Registered Direct Offering and 2023 Private Placement Warrants On July 5, 2023, the Company, closed on a Securities Purchase Agreement dated June 30, 2023 (the “Purchase Agreement”) with a single institutional investor (the “Investor”), pursuant to which the Investor agreed to purchase from the Company, in a registered direct offering (the “Registered Offering”), (i) an aggregate of 171,666 shares of the Company’s Class A Common Stock, par value $0.001 per share at a price of $16.02 per share, (ii) an aggregate of 78,021 pre-funded warrants to purchase 78,021 shares of Common Stock, at an offering price of $16.0194 per pre-funded warrant at an exercise price of $0.0006 per share, with a term of exercise of five years (collectively, the “Registered Offering Securities”). The gross proceeds to the Company from the Registered Offering and concurrent private placement described below were approximately $4,000,000 (before deducting the placement agent’s fees and other offering expenses paid by the Company approximately $365,000). As additional consideration for the purchase of the Private Placement Securities, we agreed to issue to the Investors Series A Warrants to purchase 249,688 shares of common stock at an exercise price of $16.80 per share, and Series B Warrants to purchase 249,688 shares of common stock at an exercise price of $16.80 per share (collectively, the “Private Placement Warrants”). The exercise price of the Private Placement Warrants is $16.80 per share, however, is subject to adjustment 100% of the highest VWAP during the period beginning on the trading day immediately preceding a public announcement of an applicable fundamental transaction and ending within 30 trading days following the fundamental transaction. In such event, the Investor shall have the right to receive, for each Private Placement Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, at the option of the Investor, the number of Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of such fundamental transaction by a holder of the number of Shares for which this Private Placement Warrant is exercisable. Further, if the Company is given any choice as to the securities, cash or property to be received in a fundamental transaction, then the Investor shall be given the same choice as to the alternate consideration it receives upon any exercise of these Private Placement Warrants following such fundamental transaction. All the pre-funded warrants associated with the Registered Offering and the Series A and Series B warrants have been classified and accounted for under the equity method. The net proceeds of the offering, including the fair value assigned to the Private Placement Warrants were recorded as a component of stockholders’ equity within additional paid-in-capital. Recapitalization - Reverse Stock Split On October 26, 2023, 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-6 basis and (ii) decrease the number of total authorized shares of common stock of the Company from 150,000,000 to 25,000,000 shares. As of the Effective Time, every 6 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. Board of Directors Fees On July 28, 2022, our Board of Directors awarded options pursuant to the Non-Employee Director Compensation Policy. The Board granted to each of the three non-employee directors $50,000 in value of common stock options. The Company used the Black Scholes option pricing model to determine the number of shares that would derive a value of $50,000 for each non-employee director. The Black Scholes pricing model used the following assumptions: term of 5.31 years; volatility 120.99%; annual rate of dividends 0%; discount rate 2.69%. The model yielded an award grant of 7,896 total options, 2,632 for each of the three non-employee directors. On December 16, 2022, our Board of Directors awarded options to each of the three non-employee directors of $10,000 in value of common stock options. The Company used the Black Scholes option pricing model to determine the number of shares that would derive a value of $10,000 for each non-employee director. The Black Scholes pricing model used the following assumptions: term of 5 years; volatility 116.42%; annual rate of dividends 0%; discount rate 3.61%. The model yielded an award grant of 2,121 total options, 707 for each of the three non-employee directors. The options vested immediately upon issuance. On December 19, 2022, our Board of Directors appointed Ms. Alison Cornell as lead independent director. In recognition of that appointment the Board of Directors awarded to Ms. Cornell $300,000 in value of common stock options. The Company used the Black Scholes option pricing model to determine the number of shares that would derive a value of $300,000 for the lead independent director. The Black Scholes pricing model used the following assumptions: term of 5 years; volatility 116.47%; annual rate of dividends 0%; discount rate 3.70%. The model yielded an award grant of 23,240 total options. The options vested immediately upon issuance. On June 12, 2023, our Board of Directors awarded options pursuant to the Non-Employee Director Compensation Policy. The Board granted to each of the three non-employee directors $50,000 in value of common stock options. The Company used the Black Scholes option pricing model to determine the number of shares that would derive a value of $50,000 for each non-employee director. The Black Scholes pricing model used the following assumptions: term of 5.31 years; volatility 112.25%; annual rate of dividends 0%; discount rate 3.88%. The model yielded an award grant of 10,878 total options, 3,626 for each of the three non-employee directors. The Company recorded directors’ fees of $337,682 and $1,155,722 for the years ended December 31, 2023 and 2022, respectively, representing the cash fees paid or accrued and the expense associated with the common stock options described above. As of December 31, 2023 the Company had unpaid directors' fees accrued in the amount of $172,670. There were no unpaid directors' fees as of December 31, 2022. Stock Issuances During the month of December 2023, the Company issued 563,016 shares of common stock for proceeds of $640,000 to various investors in private placements. Included in those amounts were issuances of 437,692 shares of common stock for proceeds of $485,000 to two related parties. Stock Based Compensation During 2023, options were granted to the directors of the Company, and during 2022 options were granted to the employees and directors of the Company. As a result of these and continued vesting of prior grants, the Company recorded expenses of approximately $870,000 during the year ended December 31, 2023, of which approximately $230,000 of this expense was for R&D and $640,000 was attributed to G&A. During the year ending December 31, 2022 the Company recorded expenses of approximately $2.7 million, of which approximately $500,000 of this expense was for R&D and $2.2 million was attributed to G&A. The fair value of options was estimated on the date of grant using the Black-Scholes option-pricing model based on the following weighted average assumptions: Year Ended December 31, 2023 2022 Expected volatility 112.28 % 116.42% to 130.18% Expected dividends 0 % 0 % Expected term 5.31 years 5 to 5.75 years Risk free rate 3.88 % 1.88 to 3.70% On February 22, 2022, the Board of directors granted options under its 2021 equity incentive plan (the “2021 Plan”) to purchase 28,747 shares of common stock to certain employees of the Company. The options have a term of ten years and vest over three years. The options were valued at $493,536 using the Black Scholes pricing model relying on the following assumptions: simplified term of 5.75 years; volatility 130.18%; annual rate of dividends 0%; discount rate 1.88%. On August 29, 2022, the Board of directors granted options under its 2021 equity incentive plan (the “2021 Plan”) to purchase 28,831 shares of common stock to certain employees of the Company. The options have a term of ten years and vest over three years. The options were valued at $590,896 using the Black Scholes pricing model relying on the following assumptions: simplified term of 5.75 years; volatility 121.19%; annual rate of dividends 0%; discount rate 3.25%. On December 16, 2022, the Board of directors granted options under its 2021 equity incentive plan (the “2021 Plan”) to purchase 31,836 shares of common stock to the Chief Executive Officer of the Company. The options have a term of ten years and vested immediately upon issuance. The options were valued at $450,000 using the Black Scholes pricing model relying on the following assumptions: simplified term of 5.0 years; volatility 116.41%; annual rate of dividends 0%; discount rate 3.6%. Stock Warrants Exercised During the twelve months ended December 31, 2023, the Prefunded Warrants in connection with the Securities Purchase Agreement dated June 30, 2023 were exercised on a cash basis. The Company received $47 in exchange for the issuance of 78,021 shares of common stock. See NOTE 9 - STOCKHOLDERS’ EQUITY (DEFICIT) - June 2023 Registered Direct Offering and 2023 Private Placement Warrants. 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 166,666 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. As of December 31, 2023, 232,101 options have been issued under the 2021 Plan, and 91,559 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 Equity Incentive Plan, no additional awards have been or will be made under the 2019 Plan. As of December 31, 2023, 130,203 stock options had been issued under the 2019 Plan with terms between 5 years and 10 years, of which 60,414 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 December 31, 2023 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. December 31, 2023 December 31, 2022 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Outstanding, beginning of year 281,637 $ 36.29 286,838 $ 44.28 Forfeited - - (127,872 ) 40.88 Issued 10,878 16.74 122,671 22.40 Outstanding, end of period 292,515 $ 35.56 281,637 $ 36.29 Options outstanding and exercisable by price range as of December 31, 2023 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 $ 12.00-17.99 68,075 9.05 $ 12.00-17.99 68,075 $ 16.58 18.00-23.99 36,727 8.65 18.00-23.99 22,312 22.94 24.00-29.99 8,885 7.78 24.00-29.99 8,885 $ 26.88 30.00-35.99 118,414 7.89 30.00-35.99 92,875 33.00 48.00-53.99 1,041 1.54 48.00-53.99 1,041 52.80 54.00-59.99 4,166 1.63 54.00-59.99 4,166 57.60 66.00-71.99 27,083 6.80 66.00-71.99 19,271 67.20 72.00-77.99 28,124 1.14 72.00-77.99 28,124 76.80 292,515 7.39 244,749 $ 35.52 Common Stock Warrants - Private A summary of the status of the Company’s private warrants is presented below. December 31, 2023 December 31, 2022 Number of Warrants Weighted Average Exercise Price Number of Warrants Weighted Average Exercise Price Outstanding, beginning of year 267,013 $ 47.10 425,606 $ 45.42 Issued 642,397 14.83 - - Exercised (78,021 ) 0.00 - - Cancelled - - - - Expired (159,941 ) 47.53 (158,593 ) 42.60 Outstanding, end of period 671,448 $ 21.59 267,013 $ 47.10 Unregistered warrants outstanding and exercisable by price range as of December 31, 2023 were as follows: Outstanding Warrants Exercisable Warrants Range of Number Average Weighted Remaining Contractual Life in Years Exercise Price Number Weighted Average Exercise Price $ 12.00-17.99 564,376 2.93 $ 12.00-17.99 564,376 16.88 30.00.35.99 36,800 2.42 30.00.35.99 36,800 33.00 36.00-41.99 5,309 0.74 36.00-41.99 5,309 38.40 48.00-53.99 24,650 0.67 48.00-53.99 24,650 48.61 54.00-55.99 38,543 1.70 54.00-55.99 38,543 57.60 60.00-65.99 281 2.37 60.00-65.99 281 62.40 66.00-71.99 656 2.07 66.00-71.99 656 67.20 84.00-89.99 833 0.99 84.00-89.99 833 86.40 671,448 2.72 671,448 $ 21.59 Common Stock Warrants - Public A summary of the status of the Company’s public warrants is presented below: December 31, 2023 December 31, 2022 Number of Registered Warrants Weighted Average Exercise Price Number of Registered Warrants Weighted Average Exercise Price Outstanding, beginning of year 495,917 $ 33.00 495,917 $ 33.00 Issued - - - - Exercised - - - - Cancelled - - - - Expired - - - - Outstanding, end of period 495,917 $ 33.00 495,917 $ 33.00 Registered warrants outstanding and exercisable by price range as of December 31, 2023, 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 $ 33.00 495,917 2.4 $ 33.00 495,917 33.00 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments And Contingencies Disclosure Abstract | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 - COMMITMENTS AND CONTINGENCIES Alimenta Supply Agreement In July 2023, the Company through it ZIVOLife LLC subsidiary and Alimenta Algae SAC, a Peruvian company, signed a binding Contract Manufacturing Term Sheet (the “Term Sheet”). This binding Term Sheet commits ZIVOLife to purchase all of the Zivolife TM 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 “Supply Chain Consulting Agreement”), and a disagreement between AEGLE and the Company regarding whether AEGLE was entitled to payment of certain fees and warrants pursuant to the Supply Chain Consulting Agreement. AEGLE's complaint sought, among other things, three times the payment of such alleged fees and warrants and recovery of AEGLE's costs and expenses. On April 20, 2023, the Company and AEGLE settled the pending arbitration matter for $13,000. We may become a party to litigation in the normal course of business. In the opinion of management, there are no legal matters involving us that would have a material adverse effect upon our financial condition, results of operation or cash flows. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
LOAN PAYABLE, RELATED PARTIES | |
RELATED PARTY TRANSACTIONS | NOTE 11 - RELATED PARTY TRANSACTIONS Loan Payable - Related Party See “ Note 5 - Loan Payable, Related Parties Employment Agreement The company presently has in place employment agreements with the Chief Executive Officer and the Chief Financial Officer. Building Lease In January 2022 the Company terminated its agreement for the rental of its office space from M&M Keego Center LLC, an entity controlled by an immediate family member of a principal shareholder. Stock Issuances During the month of December 2023, the Company issued 437,692 shares of common stock for proceeds of $485,000 to two related parties. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
INCOME TAXES | |
INCOME TAXES | NOTE 12 - INCOME TAXES The following table presents the components of net loss before income taxes: Years Ended December 31, 2023 2022 Domestic $ (7,777,184 ) $ (8,745,293 ) (Loss) before provision for income taxes (7,777,184 ) (8,745,293 ) F-23 Table of Contents There was no income tax for the years ended December 31, 2023 and December 31, 2022. The Company’s tax expense differs from the “statutory” tax expense for the years ended December 31, 2023, and 2022 as noted below: For the Years Ended December 31, 2023 2022 Income tax (benefit) / Expense at federal statutory rate $ (1,633,209 ) 21.0 % $ (1,836,512 ) 21.0 % Apportioned state income taxes (95,082 ) 1.2 % (131,407 ) 1.5 % Stock based compensation 89,502 (1.2 )% 297,653 (3.3 )% Rate change 46,848 (0.6 )% (31,180 ) 0.3 % Return to provision adjustments 5,968 (0.1 )% (1,515 ) 0.0 % Other non-deductible items 1,195 0.0 % - 0.0 % Change in valuation allowance 1,584,778 (20.3 )% 1,702,961 (19.5 )% Total income tax provision $ - 0.0 % $ - 0.0 % Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The tax effects of significant items comprising the Company’s deferred taxes were as follows: For the Years Ended December 31, 2023 2022 Deferred tax assets/(liabilities) Federal net operating loss carryforwards $ 8,703,105 $ 7,606,833 State net operating loss carryforwards 130,413 74,353 Stock based compensation 2,665,017 2,738,159 Section 174 research and experimental expenditures 623,902 374,926 Accrued compensation 254,637 - Operating leases 1,973 - Total deferred tax assets 12,379,047 10,794,271 Other deferred tax liabilities (178 ) (180 ) Total deferred tax assets (liabilities) $ 12,378,869 $ 10,794,091 Valuation allowance (12,378,869 ) (10,794,091 ) Total deferred income taxes $ - $ - ASC 740 Income Taxes As of December 31, 2023 and 2022 the Company’s deferred tax asset contains the tax effect of approximately $41.4 million and $36.2 million of Federal NOLs, respectively. The Federal NOLs generated prior to December 31, 2017 were written off of the deferred tax asset, while NOLs generated subsequent to this date remain. Under the Tax Cuts and Jobs Act, all Federal NOLs incurred after December 31, 2017 are carried forward indefinitely for Federal tax purposes. Net Operating Losses recorded as Federal deferred tax asset Net Operating Losses recorded as State deferred tax asset Total expiring operating losses (incurred prior to December 31, 2017) - - Non-expiring operating losses (incurred after December 31, 2017) 41,443,359 2,371,136 Total Operating Loss $ 41,443,359 $ 2,371,136 In the ordinary course of its business the Company incurs costs that, for tax purposes, may be qualified research expenditures within the meaning of IRC Code Sec. 41 and are, therefore, may be eligible for the Increasing Research Activities credit under IRC Code Sec. 41. The Company has not claimed a credit pursuant to IRC Code Sec. 41 on its federal returns, i.e. no deferred tax asset is recorded on the books. As of December 31, 2023, the Company has no uncertain tax positions. It is the Company’s policy to account for interest and penalties related to uncertain tax positions as interest expense and general and administrative expense, respectively in its statements of operations. No interest or penalties have been recorded related to the uncertain tax positions. It is not expected that there will be a significant change in uncertain tax positions in the next 12 months. The Company is subject to U.S. federal and state income tax as well as to income tax in multiple state jurisdictions. In the normal course of business, the Company is subject to examination by tax authorities. As of the date of the financial statements, there are no tax examinations in progress. The statute of limitations for tax years ended after December 31, 2019, are open for federal and state tax purposes. The 2017 Tax Act amended Section 174 of the Internal Revenue Code which affects the Federal tax treatment of research and experimental (R&E) expenditures. Preceding this law change, R&E expenditures were expensed as incurred for Federal Income Tax purposes. In taxable years beginning after December 31, 2021, R&E expenditures must be capitalized and amortized over 5 years for expenditures incurred in the United States, or 15 years for expenditures incurred outside the United States. Due to the nature of the Company’s operations, R&E expenditures are a significant portion of total expenditures. The Company calculated an estimated amount for income tax provision purposes based on guidance available to determine the capitalized amount. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 13 - SUBSEQUENT EVENTS 2021 Plan Evergreen Provision Under the 2021 Plan, the shares reserved automatically increase on January 1st of each year, for a period of not more than ten years from the date the 2020 Plan is approved by the stockholders of the Company, commencing on January 1, 2022, and ending on (and including) January 1, 2029, by an amount equal to 5% of the shares of common stock outstanding as of December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board of Directors may act prior to January 1st of a given year to provide that there will be no January 1st increase in the share reserve for such year or that the increase in the share reserve for such year will be a lesser number of shares of common stock than would otherwise occur pursuant to the preceding sentence. On January 1, 2024, 119,117 shares were added to the 2021 Plan as a result of the evergreen provision. Short Term Loan On March 5, 2024, the Company entered into a short-term unsecured loan agreement to finance a portion of the Company's directors' and officers', and employment practices liability insurance premiums. The note in the amount of $517,560 carries an 8.5% annual percentage rate and will be paid down in nine equal monthly payments of $59,563 beginning on March 10, 2024. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of Consolidation | The 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., ZIVOLife, LLC, and Zivo Zoologic, Inc. All significant intercompany transactions and accounts have been eliminated in consolidation. |
Accounting Estimates | The Company’s consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, 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 amount of revenues and expenses during the reporting period. Due to the inherent uncertainty involved in making estimates, 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 | For the purpose of the statements of cash flows, 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. At December 31, 2023 and 2022, the Company did not have any cash equivalents. |
Leases | Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 Consolidated Balance Sheets as of December 31, 2023 and 2022. Lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Generally, we do not consider any additional renewal periods to be reasonably certain of being exercised, as comparable locations could generally be identified within the same trade areas for comparable lease rates. Because the Company's leases do not provide an implicit rate of return, the Company used its incremental borrowing rate in determining the present value of lease payments. We have elected the practical expedient not to separate lease and nonlease components for all of our building leases. |
Revenue Recognition | Revenue is recognized in accordance with ASC 606, which utilizes five steps to determine whether revenue can be recognized and to what extent: (i) identify the contract with a customer; (ii) identify the performance obligation(s); (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) determine the recognition period. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, Revenue from Contracts with Customers Significant judgments exercised by management include the identification of performance obligations, and whether such promised goods or services are considered distinct. The Company evaluates promised goods or services on a contract-by-contract basis to determine whether each promise represents a good or service that is distinct or has the same pattern of transfer as other promises. A promised good or service is considered distinct if the customer can benefit from the good or service independently of other goods/services either in the contract or that can be obtained elsewhere, without regard to contract exclusivity, and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contact. If the good or service is not considered distinct, the Company combines such promises and accounts for them as a single combined performance obligation. |
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 therapeutic (biotech) business and the development and growing of algae as it relates to the nutrition (agtech) business. External clinical studies expenses were approximately $900,000 and $1.4 million for the years ended December 31, 2023 and 2022, respectively. Internal expenses, composed of staff salaries compose approximately $1.2 million and $1.5 million for the years ended December 31, 2023 and 2022, respectively. These costs were offset by the amortization of the R&D obligation of $701,332 and $774,025 for the years ending December 31, 2023 and 2022, respectively; of which, $175,427 and $193,160, for the years ended December 31, 2023 and 2022, respectively were attributable to related parties (see “ Note 8 - Deferred R&D Obligations - Participation Agreements |
Income taxes | The Company follows the authoritative guidance for accounting for 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 December 31, 2023 and 2022 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 FASB ASC 718, Compensation - Stock Compensation. 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. In considering the expected term of the options, the Company employs the simplified method. The Company uses this method as it does not have a history of option exercises to establish a robust estimated term based on experience. The simplified term is used for the determination of expected volatility as well as the identification of the risk free rate. |
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 December 31, 2023, consisted of 8,746 shares of common stock from convertible debentures and related accrued interest and 1,459,881 shares of common stock underlying outstanding options and warrants. Potentially dilutive securities as of December 31, 2022, consisted of 8,924 shares of common stock from convertible debentures and related accrued interest and 1,044,600 shares of common stock underlying outstanding options and warrants. For 2023 and 2022, diluted and basic weighted average shares were the same, as potentially dilutive shares are anti-dilutive. |
Segment Reporting | The company reports all financial results as one segment. 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 operations for purposes of making operating decisions and assessing financial performance. The Company operates solely in the United States. |
Warrants | The Company accounts for warrants issued on June 2, 2021 in connection with a public offering of commons stock and common stock warrants, and traded on the OTC Pink under the symbol ZIVOW, (“Public Warrants”) and Private Placement Warrants issued in July 2023, see Note 9 – STOCKHOLDERS’ EQUITY (DEFICIT) |
Fair Value of Financial Instruments | We account for fair value measurements of assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring or nonrecurring basis adhering to the Financial Accounting Standards Board (“FASB”) fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: · Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement date. · Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. · Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. As of December 31, 2023 and 2022, fair values of cash, prepaid expenses, accounts receivable,, other assets, accounts payable, accrued expenses, and other liabilities approximated their carrying values because of the short-term nature of these assets or liabilities. As of December 31, 2023 and 2022 the fair value of the convertible notes approximated their carrying value. We elected to account for the convertible notes while they were outstanding on a fair value basis under ASC 825 to comprehensively value and streamline the accounting for the embedded conversion options. The fair value of these convertible notes were based on both the fair value of our common stock, discount associated with the embedded redemption features, and cash flow models discounted at current implied market rates evidenced in recent arms-length transactions representing expected returns by market participants for similar instruments and are based on Level 3 inputs. |
Concentrations of Credit Risk | Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company has historically maintained cash balances at financial institutions which exceed the current FDIC limit of $250,000 at times during the year. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Recently Adopted Accounting Standards | In June 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2020, the FASB ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
LEASES | |
Schedule of operating lease | Assets: December 31, 2023 December 31, 2022 Operating lease right-of-use asset $ 98,280 $ 189,282 Liabilities: Current portion of long-term operating lease $ 106,342 $ 99,259 Long-term operating lease, net of current portion - 105,919 $ 106,342 $ 205,178 |
Schedule of Components of lease expense | For the Year ended December 31, 2023 December 31, 2022 Operating lease expense $ 108,942 $ 102,249 |
Summary of other information related to leases | For the Year ended December 31, 2023 December 31, 2022 Weighted-average remaining lease term: Operating leases 0.94 Years 1.94 Years Discount rate: Operating leases 11.00 % 11.00 % |
Schedule of Supplemental cash flow information | For the Year ended December 31, 2023 December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: $ 116,209 $ 74,307 Non-cash investment in ROU asset - 241,694 |
Schedule of maturities of operating lease liability | Year Ended: Operating Lease December 31, 2024 112,407 Total minimum lease payments $ 112,407 Less: Interest (9,471 ) Present value of lease obligations $ 102,936 Less: Current portion 102,936 Long-term portion of lease obligations $ - |
LOAN PAYABLE, RELATED PARTIES (
LOAN PAYABLE, RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
LOAN PAYABLE, RELATED PARTIES | |
Schedule of fair value of Warrants | Fair value of common stock $ 3.11 Expected term (in years) 3 Risk-free interest rate 3.73 % Dividend yield - Volatility 99.89 % |
DEFERRED RD OBLIGATIONS PARTICI
DEFERRED RD OBLIGATIONS PARTICIPATION AGREEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock | |
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 $ 100,000 625 5 Years $ 57.60 1.500 % $ - 40 % 40 % 2 April 13, 2020 150,000 937 5 Years 57.60 2.250 % - 40 % 40 % 3 April 13, 2020 150,000 937 5 Years 57.60 2.250 % - 40 % 40 % 4 May 7, 2020 250,000 1,562 5 Years 57.60 3.750 % - 40 % 40 % 5 June 1, 2020 275,000 1,718 5 Years 52.80 4.125 % 82,500 40 % 50 % 6 June 3, 2020 225,000 1,406 5 Years 52.80 3.375 % 67,500 40 % 50 % 7 July 8, 2020 100,000 625 5 Years 57.60 1.500 % 30,000 40 % 50 % 8 Aug. 24, 2020 125,000 781 5 Years 57.60 1.875 % 37,500 40 % 50 % 9 Sept. 14, 2020 150,000 937 5 Years 57.60 2.250 % 45,000 40 % 50 % 10 Sept.15, 2020 50,000 312 5 Years 57.60 0.750 % 15,000 40 % 50 % 11 Sept.15, 2020 50,000 312 5 Years 57.60 0.750 % 15,000 40 % 50 % 12 Sept.25, 2020 300,000 937 5 Years 57.60 4.500 % 420,000 40 % 50 % 13 Oct. 8, 2020 500,000 3,125 5 Years 57.60 7.500 % 150,000 40 % 40 % 14 Oct. 4, 2020 100,000 625 5 Years 57.60 1.500 % 40,000 40 % 50 % 15 Oct. 4, 2020 250,000 1,562 5 Years 57.60 3.750 % - 40 % 40 % 16 Oct. 9, 2020 50,000 312 5 Years 57.60 0.750 % 15,000 40 % 40 % 17 Dec. 16, 2020 10,000 62 5 Years 57.60 0.150 % 17,000 40 % 50 % 18 Jan. 22, 2021 40,000 250 5 Years 67.20 0.600 % 12,000 40 % 50 % 19 Jan. 25, 2021 40,000 250 5 Years 67.20 0.600 % 12,000 40 % 50 % 20 Jan. 27, 2021 25,000 156 5 Years 67.20 0.375 % 12,000 40 % 50 % 21 May 14,2021 45,000 281 5 Years 62.40 0.675 % 13,500 40 % 50 % $ 2,985,000 17,712 44.775 % $ 984,000 |
STOCKHOLDERS EQUITY (DEFICIT) (
STOCKHOLDERS EQUITY (DEFICIT) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
STOCKHOLDERS EQUITY (DEFICIT) | |
Schedule Of Stock Based Compensation | 2023 2022 Expected volatility 112.28 % 116.42% to 130.18% Expected dividends 0 % 0 % Expected term 5.31 years 5 to 5.75 years Risk free rate 3.88 % 1.88 to 3.70% |
Summary of the status of the Company's Options related to the 2019 Incentive Plan | December 31, 2023 December 31, 2022 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Outstanding, beginning of year 281,637 $ 36.29 286,838 $ 44.28 Forfeited - - (127,872 ) 40.88 Issued 10,878 16.74 122,671 22.40 Outstanding, end of period 292,515 $ 35.56 281,637 $ 36.29 |
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 $ 12.00-17.99 68,075 9.05 $ 12.00-17.99 68,075 $ 16.58 18.00-23.99 36,727 8.65 18.00-23.99 22,312 22.94 24.00-29.99 8,885 7.78 24.00-29.99 8,885 $ 26.88 30.00-35.99 118,414 7.89 30.00-35.99 92,875 33.00 48.00-53.99 1,041 1.54 48.00-53.99 1,041 52.80 54.00-59.99 4,166 1.63 54.00-59.99 4,166 57.60 66.00-71.99 27,083 6.80 66.00-71.99 19,271 67.20 72.00-77.99 28,124 1.14 72.00-77.99 28,124 76.80 292,515 7.39 244,749 $ 35.52 |
Summary of unregistered warrants | December 31, 2023 December 31, 2022 Number of Warrants Weighted Average Exercise Price Number of Warrants Weighted Average Exercise Price Outstanding, beginning of year 267,013 $ 47.10 425,606 $ 45.42 Issued 642,397 14.83 - - Exercised (78,021 ) 0.00 - - Cancelled - - - - Expired (159,941 ) 47.53 (158,593 ) 42.60 Outstanding, end of period 671,448 $ 21.59 267,013 $ 47.10 |
Schedule of unregistered warrants outstanding and exercisable by price range | Outstanding Warrants Exercisable Warrants Range of Number Average Weighted Remaining Contractual Life in Years Exercise Price Number Weighted Average Exercise Price $ 12.00-17.99 564,376 2.93 $ 12.00-17.99 564,376 16.88 30.00.35.99 36,800 2.42 30.00.35.99 36,800 33.00 36.00-41.99 5,309 0.74 36.00-41.99 5,309 38.40 48.00-53.99 24,650 0.67 48.00-53.99 24,650 48.61 54.00-55.99 38,543 1.70 54.00-55.99 38,543 57.60 60.00-65.99 281 2.37 60.00-65.99 281 62.40 66.00-71.99 656 2.07 66.00-71.99 656 67.20 84.00-89.99 833 0.99 84.00-89.99 833 86.40 671,448 2.72 671,448 $ 21.59 |
Schedule of Common Stock Warrants - Registered | December 31, 2023 December 31, 2022 Number of Registered Warrants Weighted Average Exercise Price Number of Registered Warrants Weighted Average Exercise Price Outstanding, beginning of year 495,917 $ 33.00 495,917 $ 33.00 Issued - - - - Exercised - - - - Cancelled - - - - Expired - - - - Outstanding, end of period 495,917 $ 33.00 495,917 $ 33.00 |
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 $ 33.00 495,917 2.4 $ 33.00 495,917 33.00 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
INCOME TAXES | |
Schedule of component of net loss | Years Ended December 31, 2023 2022 Domestic $ (7,777,184 ) $ (8,745,293 ) (Loss) before provision for income taxes (7,777,184 ) (8,745,293 ) |
Schedule Of The Company's tax expense differs from the "statutory" tax expense | For the Years Ended December 31, 2023 2022 Income tax (benefit) / Expense at federal statutory rate $ (1,633,209 ) 21.0 % $ (1,836,512 ) 21.0 % Apportioned state income taxes (95,082 ) 1.2 % (131,407 ) 1.5 % Stock based compensation 89,502 (1.2 )% 297,653 (3.3 )% Rate change 46,848 (0.6 )% (31,180 ) 0.3 % Return to provision adjustments 5,968 (0.1 )% (1,515 ) 0.0 % Other non-deductible items 1,195 0.0 % - 0.0 % Change in valuation allowance 1,584,778 (20.3 )% 1,702,961 (19.5 )% Total income tax provision $ - 0.0 % $ - 0.0 % |
Schedule Of Deferred Tax Assets And Liabilities | For the Years Ended December 31, 2023 2022 Deferred tax assets/(liabilities) Federal net operating loss carryforwards $ 8,703,105 $ 7,606,833 State net operating loss carryforwards 130,413 74,353 Stock based compensation 2,665,017 2,738,159 Section 174 research and experimental expenditures 623,902 374,926 Accrued compensation 254,637 - Operating leases 1,973 - Total deferred tax assets 12,379,047 10,794,271 Other deferred tax liabilities (178 ) (180 ) Total deferred tax assets (liabilities) $ 12,378,869 $ 10,794,091 Valuation allowance (12,378,869 ) (10,794,091 ) Total deferred income taxes $ - $ - |
Summary Of Operating Loss Carryforwards | Net Operating Losses recorded as Federal deferred tax asset Net Operating Losses recorded as State deferred tax asset Total expiring operating losses (incurred prior to December 31, 2017) - - Non-expiring operating losses (incurred after December 31, 2017) 41,443,359 2,371,136 Total Operating Loss $ 41,443,359 $ 2,371,136 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accumulated Deficit | $ (123,581,714) | $ (115,804,530) |
On October 26, 2023 | ||
Accumulated Deficit | $ 123,600,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Common Shares From Convertible Debentures And Related Accrued Interest | 8,746 | 8,924 |
Current federal deposit insurance | $ 250,000 | |
External expenses | 900,000 | $ 1,400,000 |
Internal expenses | 1,200,000 | 1,500,000 |
Amortization of the R & D obligation | 701,332 | 774,025 |
Amortization attributable to related parties | $ 175,427 | $ 193,160 |
Common shares issuable upon the exercise of outstanding stock options and warrants | 1,459,881 | 1,044,600 |
Current FDIC limit | $ 250,000 |
LEASES (Details)
LEASES (Details) - USD ($) | Dec. 31, 2923 | Dec. 31, 2023 | Dec. 31, 2022 |
LEASES | |||
Operating Lease Right-of-use Asset | $ 98,280 | $ 98,280 | $ 189,282 |
Current Portion Of Long-term Operating Lease | 106,342 | $ 106,342 | 99,259 |
Long-term Operating Lease, Net Of Current Portion | 0 | 105,919 | |
Operating Leases | $ 106,342 | $ 205,178 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
LEASES | ||
Operating Lease Expense | $ 108,942 | $ 102,249 |
LEASES (Details 2)
LEASES (Details 2) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
LEASES | ||
Operating Leases Weighted-average Remaining Lease Term | 11 months 8 days | 1 year 11 months 8 days |
Discount Rate Operating Leases | 11% | 11% |
LEASES (Details 3)
LEASES (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2021 | |
LEASES | ||
Cash Paid For Amounts Included In The Measurement Of Lease Liabilities | $ 74,307 | $ 116,209 |
Non-cash investment in ROU asset | $ 241,694 | $ 0 |
LEASES (Details 4)
LEASES (Details 4) | Dec. 31, 2022 USD ($) |
LEASES | |
December 31, 2024 | $ 112,407 |
Total Minimum Lease Payments | 112,407 |
Less: Interest | (9,471) |
Present Value Of Lease Obligations | 102,936 |
Less: Current Portion | 102,936 |
Long-term Portion Of Lease Obligations | $ 0 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 1 Months Ended | |
Jan. 14, 2022 | Dec. 17, 2020 | |
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 |
LOAN PAYABLE RELATED PARTIES (D
LOAN PAYABLE RELATED PARTIES (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CONVERTIBLE DEBT | ||
Volatility | 99.89% | |
Dividend yield | 0% | 0% |
Fair value of common stock | $ 3.11 | |
Expected term (in years) | 3 years | |
Risk-free interest rate | 3.73% |
LOAN PAYABLE RELATED PARTIES _2
LOAN PAYABLE RELATED PARTIES (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Oct. 02, 2023 | Apr. 03, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 16, 2023 | Feb. 14, 2023 | Dec. 05, 2022 | |
Accrued interest | $ 100,686 | $ 98,286 | |||||
Principal amount | $ 605,600 | ||||||
Interest expense | $ 23,793 | $ 13,319 | |||||
HEP Investments, LLC | |||||||
Accrued interest | $ 784 | ||||||
Principal amount | $ 150,000,000,000 | ||||||
Cash percentage rate | 10% | ||||||
Chief Executive LLC | |||||||
Warrants to purchase shares of common stock Exercise price | $ 0.11 | ||||||
Common stock | $ 0.001 | ||||||
Warrant Purchases | 65,000 | ||||||
Principal amount | $ 1,000,000 | ||||||
Cash percentage rate | 10% | ||||||
Warrant exercise price | $ 17.46 | ||||||
Debt discount | $ 439,594 | ||||||
Annual rate | 10% | ||||||
Interest expense | $ 489,594 | ||||||
Discount rate | 49% | ||||||
Amortization | $ 439,594 |
CONVERTIBLE DEBT (Details Narra
CONVERTIBLE DEBT (Details Narrative) - Paulson Investment Company, LLC | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Principal Amount | $ 240,000 |
Other Debt Description | The debentures carry 1% per annum interest rate which is accrued until maturity. The original maturity dates have passed and the lender allows for rolling 30-day extensions until notice is given by the lender to the Company to the contrary |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Feb. 14, 2023 | Dec. 31, 2023 | |
NOTE PAYABLE | ||
Loan Amount | $ 605,600 | |
Monthly Payment | $ 69,666 | |
Description of short term loan | The note in the amount of $628,600 carried a 4.15% annual percentage rate and was paid down in nine equal payments of $71,058 beginning in March 2022. The loan was fully paid off, and there was no remaining principal balance as of December 31, 2022 | |
Loan amount eligible payroll costs, percentage rate | 8.40% |
DEFERRED RD OBLIGATIONS PARTI_2
DEFERRED RD OBLIGATIONS PARTICIPATION AGREEMENTS (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Amount Funded | $ 2,985,000 |
Buy-back Premium Percentage Pre-18 Mos. | 40% |
Buy-back Premium Percentage Post-18 Mos. | 50% |
Warrants | shares | 17,712 |
Revenue Share | 44.775% |
Minimum Payment Threshold | $ 984,000 |
Agreement 1 | |
Amount Funded | $ 100,000 |
Date Of Funding | April 13, 2020 |
Term | 5 |
Exercise Price | $ / shares | $ 57.60 |
Buy-back Premium Percentage Pre-18 Mos. | 40% |
Buy-back Premium Percentage Post-18 Mos. | 40% |
Warrants | shares | 625 |
Revenue Share | 1.50% |
Minimum Payment Threshold | $ 0 |
Agreement 2 | |
Amount Funded | $ 150,000 |
Date Of Funding | April 13, 2020 |
Term | 5 |
Exercise Price | $ / shares | $ 57.60 |
Buy-back Premium Percentage Pre-18 Mos. | 40% |
Buy-back Premium Percentage Post-18 Mos. | 40% |
Warrants | shares | 937 |
Revenue Share | 2.25% |
Minimum Payment Threshold | $ 0 |
Agreement 3 | |
Amount Funded | $ 150,000 |
Date Of Funding | April 13, 2020 |
Term | 5 |
Exercise Price | $ / shares | $ 57.60 |
Buy-back Premium Percentage Pre-18 Mos. | 40% |
Buy-back Premium Percentage Post-18 Mos. | 40% |
Warrants | shares | 937 |
Revenue Share | 2.25% |
Minimum Payment Threshold | $ 0 |
Agreement 4 | |
Amount Funded | $ 250,000 |
Date Of Funding | May 7, 2020 |
Term | 5 |
Exercise Price | $ / shares | $ 57.60 |
Buy-back Premium Percentage Pre-18 Mos. | 40% |
Buy-back Premium Percentage Post-18 Mos. | 40% |
Warrants | shares | 1,562 |
Revenue Share | 3.75% |
Minimum Payment Threshold | $ 0 |
Agreement 5 | |
Amount Funded | $ 275,000 |
Date Of Funding | June 1, 2020 |
Term | 5 |
Exercise Price | $ / shares | $ 52.80 |
Buy-back Premium Percentage Pre-18 Mos. | 40% |
Buy-back Premium Percentage Post-18 Mos. | 50% |
Warrants | shares | 1,718 |
Revenue Share | 4.125% |
Minimum Payment Threshold | $ 82,500 |
Agreement 6 | |
Amount Funded | $ 225,000 |
Date Of Funding | June 3, 2020 |
Term | 5 |
Exercise Price | $ / shares | $ 52.80 |
Buy-back Premium Percentage Pre-18 Mos. | 40% |
Buy-back Premium Percentage Post-18 Mos. | 50% |
Warrants | shares | 1,406 |
Revenue Share | 3.375% |
Minimum Payment Threshold | $ 67,500 |
Agreement 7 | |
Amount Funded | $ 100,000 |
Date Of Funding | July 8, 2020 |
Term | 5 |
Exercise Price | $ / shares | $ 57.60 |
Buy-back Premium Percentage Pre-18 Mos. | 40% |
Buy-back Premium Percentage Post-18 Mos. | 50% |
Warrants | shares | 625 |
Revenue Share | 1.50% |
Minimum Payment Threshold | $ 30,000 |
Agreement 8 | |
Amount Funded | $ 125,000 |
Date Of Funding | Aug. 24, 2020 |
Term | 5 |
Exercise Price | $ / shares | $ 57.60 |
Buy-back Premium Percentage Pre-18 Mos. | 40% |
Buy-back Premium Percentage Post-18 Mos. | 50% |
Warrants | shares | 781 |
Minimum Payment Threshold | $ 37,500 |
Revenue Share | 1.875% |
Agreement 9 | |
Amount Funded | $ 150,000 |
Date Of Funding | Sept. 14, 2020 |
Term | 5 |
Exercise Price | $ / shares | $ 57.60 |
Buy-back Premium Percentage Pre-18 Mos. | 40% |
Buy-back Premium Percentage Post-18 Mos. | 50% |
Warrants | shares | 937 |
Revenue Share | 2.25% |
Minimum Payment Threshold | $ 45,000 |
Agreement 10 | |
Amount Funded | $ 50,000 |
Date Of Funding | Sept.15, 2020 |
Term | 5 |
Exercise Price | $ / shares | $ 57.60 |
Buy-back Premium Percentage Pre-18 Mos. | 40% |
Buy-back Premium Percentage Post-18 Mos. | 50% |
Warrants | shares | 312 |
Revenue Share | 0.75% |
Minimum Payment Threshold | $ 15,000 |
Agreement 11 | |
Amount Funded | $ 50,000 |
Date Of Funding | Sept.15, 2020 |
Term | 5 |
Exercise Price | $ / shares | $ 57.60 |
Buy-back Premium Percentage Pre-18 Mos. | 40% |
Buy-back Premium Percentage Post-18 Mos. | 50% |
Warrants | shares | 312 |
Revenue Share | 0.75% |
Minimum Payment Threshold | $ 15,000 |
Agreement 12 | |
Amount Funded | $ 300,000 |
Date Of Funding | Sept.25, 2020 |
Term | 5 |
Exercise Price | $ / shares | $ 57.60 |
Buy-back Premium Percentage Pre-18 Mos. | 40% |
Buy-back Premium Percentage Post-18 Mos. | 50% |
Warrants | shares | 937 |
Revenue Share | 4.50% |
Minimum Payment Threshold | $ 420,000 |
Agreement 13 | |
Amount Funded | $ 500,000 |
Date Of Funding | Oct. 8, 2020 |
Term | 5 |
Exercise Price | $ / shares | $ 57.60 |
Buy-back Premium Percentage Pre-18 Mos. | 40% |
Buy-back Premium Percentage Post-18 Mos. | 40% |
Warrants | shares | 3,125 |
Revenue Share | 7.50% |
Minimum Payment Threshold | $ 150,000 |
Agreement 14 | |
Amount Funded | $ 100,000 |
Date Of Funding | Oct. 4, 2020 |
Term | 5 |
Exercise Price | $ / shares | $ 57.60 |
Buy-back Premium Percentage Pre-18 Mos. | 40% |
Buy-back Premium Percentage Post-18 Mos. | 50% |
Warrants | shares | 625 |
Revenue Share | 1.50% |
Minimum Payment Threshold | $ 40,000 |
Agreement 15 | |
Amount Funded | $ 250,000 |
Date Of Funding | Oct. 4, 2020 |
Term | 5 |
Exercise Price | $ / shares | $ 57.60 |
Buy-back Premium Percentage Pre-18 Mos. | 40% |
Buy-back Premium Percentage Post-18 Mos. | 40% |
Warrants | shares | 1,562 |
Revenue Share | 3.75% |
Minimum Payment Threshold | $ 0 |
Agreement 16 | |
Amount Funded | $ 50,000 |
Date Of Funding | Oct. 9, 2020 |
Term | 5 |
Exercise Price | $ / shares | $ 57.60 |
Buy-back Premium Percentage Pre-18 Mos. | 40% |
Buy-back Premium Percentage Post-18 Mos. | 40% |
Warrants | shares | 312 |
Revenue Share | 0.75% |
Minimum Payment Threshold | $ 15,000 |
Agreement 17 | |
Amount Funded | $ 10,000 |
Date Of Funding | Dec. 16, 2020 |
Term | 5 |
Exercise Price | $ / shares | $ 57.60 |
Buy-back Premium Percentage Pre-18 Mos. | 40% |
Buy-back Premium Percentage Post-18 Mos. | 50% |
Warrants | shares | 62 |
Revenue Share | 0.15% |
Minimum Payment Threshold | $ 17,000 |
Agreement 18 | |
Amount Funded | $ 40,000 |
Date Of Funding | Jan. 22, 2021 |
Term | 5 |
Exercise Price | $ / shares | $ 67.20 |
Buy-back Premium Percentage Pre-18 Mos. | 40% |
Buy-back Premium Percentage Post-18 Mos. | 50% |
Warrants | shares | 250 |
Revenue Share | 0.60% |
Minimum Payment Threshold | $ 12,000 |
Agreement 19 | |
Amount Funded | $ 40,000 |
Date Of Funding | Jan. 25, 2021 |
Term | 5 |
Exercise Price | $ / shares | $ 67.20 |
Buy-back Premium Percentage Pre-18 Mos. | 40% |
Buy-back Premium Percentage Post-18 Mos. | 50% |
Warrants | shares | 250 |
Revenue Share | 0.60% |
Minimum Payment Threshold | $ 12,000 |
Agreement 20 | |
Amount Funded | $ 25,000 |
Date Of Funding | Jan. 27, 2021 |
Term | 5 |
Exercise Price | $ / shares | $ 67.20 |
Buy-back Premium Percentage Pre-18 Mos. | 40% |
Buy-back Premium Percentage Post-18 Mos. | 50% |
Warrants | shares | 156 |
Revenue Share | 0.375% |
Minimum Payment Threshold | $ 12,000 |
Agreement 21 | |
Amount Funded | $ 45,000 |
Date Of Funding | May 14,2021 |
Term | 5 |
Exercise Price | $ / shares | $ 62.40 |
Buy-back Premium Percentage Pre-18 Mos. | 40% |
Buy-back Premium Percentage Post-18 Mos. | 50% |
Warrants | shares | 281 |
Revenue Share | 0.675% |
Minimum Payment Threshold | $ 13,500 |
DEFERRED RD OBLIGATIONS PARTI_3
DEFERRED RD OBLIGATIONS PARTICIPATION AGREEMENTS (Details Narrative) | 12 Months Ended | |
Dec. 31, 2023 USD ($) integer shares | Dec. 31, 2022 USD ($) | |
Number of license co-development participation agreements | integer | 21 | |
Revenue Share | 44.78% | |
Proceeds from sales as future revenues | $ 2,985,000 | |
Warrants issued and sold | shares | 17,712 | |
Warrants issued and value | $ 953,897 | |
Deferred revenue | $ 2,031,103 | |
Annual rate of dividends | 0% | 0% |
Research and development expense | $ 701,332 | $ 774,025 |
Revenue share minimum percentage | 140% | |
Revenue share minimum percentage | 40% | |
Buy-back premium percentage pre-18 Mos. | 40% | |
Buy-back premium percentage post-18 Mos. | 50% | |
R & D obligation | $ 0 | 701,332 |
Contra R & D expense related to personnel and third-party expenses | 175,427 | 193,610 |
R & D obligation attributed to a related party | $ 0 | $ 175,427 |
Volatilities rate | 112.28% | |
Maximum [Member] | ||
Volatilities rate | 154.26% | |
Discount rate | 0.87% | |
Minimum [Member] | ||
Volatilities rate | 129.13% | |
Discount rate | 0.26% | |
HEP Investments, LLC | ||
Proceeds from loans | $ 265,000 | |
MKY MTS LLC | ||
Proceeds from loans | 45,000 | |
Strome | ||
Proceeds from loans | $ 500,000 |
STOCKHOLDERS EQUITY (DEFICIT)_2
STOCKHOLDERS EQUITY (DEFICIT) (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Expected Dividends | 0% | 0% |
Expected Volatility | 99.89% | |
Expected Volatility | 112.28% | |
Expected Term | 3 years | |
Expected Term | 5 years 3 months 21 days | |
Risk Free Rate | 3.73% | |
Risk Free Rate | 3.88% | |
Maximum [Member] | ||
Expected Volatility | 154.26% | |
Expected Term | 5 years 9 months | |
Risk Free Rate | 3.70% | |
Expected Volatility | 130.18% | |
Minimum [Member] | ||
Expected Volatility | 116.42% | |
Expected Volatility | 129.13% | |
Expected Term | 5 years | |
Risk Free Rate | 1.88% |
STOCKHOLDERS EQUITY (DEFICIT)_3
STOCKHOLDERS EQUITY (DEFICIT) (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of options outstanding, ending | 292,515 | |
2019 Stock Incentive Plan | ||
Number of options outstanding, beginning | 281,637 | 286,838 |
Number of options Forfeited | (127,872) | |
Number of options issued | 10,878 | 122,671 |
Number of options outstanding, ending | 292,515 | 281,637 |
Weighted average exercise price outstanding, beginning | $ 36.29 | $ 44.28 |
Weighted average exercise price issued | 16.74 | 22.40 |
Weighted average exercise price Forfeited | 40.88 | |
Weighted average exercise price outstanding, ending | $ 35.56 | $ 36.29 |
Common Stock Warrants - Private [Member] | ||
Number of options outstanding, beginning | 267,013 | 425,606 |
Number of options issued | 642,397 | 0 |
Number of options outstanding, ending | 671,448 | 267,013 |
Weighted average exercise price outstanding, beginning | $ 47.10 | $ 45.42 |
Weighted average exercise price issued | 14.83 | 0 |
Weighted average exercise price outstanding, ending | $ 21.59 | $ 47.10 |
Number of options exercised | (78,021) | 0 |
Weighted average exercise price expired | $ 47.53 | $ 42.60 |
Number of options expired | (159,941) | (158,593) |
Warrant Public | ||
Number of options outstanding, beginning | 495,917 | 495,917 |
Number of options outstanding, ending | 495,917 | 495,917 |
Weighted average exercise price outstanding, beginning | $ 33 | $ 33 |
Weighted average exercise price outstanding, ending | $ 33 | $ 33 |
STOCKHOLDERS EQUITY (DEFICIT)_4
STOCKHOLDERS EQUITY (DEFICIT) (Details 2) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of options outstanding | 292,515 | ||
Weighted average remaining contractual life (in years) | 7 years 4 months 20 days | ||
Number of exercisable options | 244,749 | ||
Weighted average exercise price exercisable | $ 35.52 | ||
2019 Stock Incentive Plan | |||
Number of options outstanding | 292,515 | 281,637 | 286,838 |
2019 Stock Incentive Plan | 66.00-71.99 | |||
Number of options outstanding | 27,083 | ||
Weighted average remaining contractual life (in years) | 6 years 9 months 18 days | ||
Number of exercisable options | 19,271 | ||
Weighted average exercise price exercisable | $ 67.20 | ||
Exercise price range | 2.00-2.99 | ||
2019 Stock Incentive Plan | 36.00-41.99 | |||
Number of options outstanding | 36,727 | ||
Weighted average remaining contractual life (in years) | 8 years 7 months 24 days | ||
Number of exercisable options | 22,312 | ||
Weighted average exercise price exercisable | $ 22.94 | ||
Exercise price range | 3.00-3.99 | ||
2019 Stock Incentive Plan | 24.00-29.99 | |||
Number of options outstanding | 8,885 | ||
Weighted average remaining contractual life (in years) | 7 years 9 months 10 days | ||
Number of exercisable options | 8,885 | ||
Weighted average exercise price exercisable | $ 26.88 | ||
Exercise price range | 4.00-4.99 | ||
2019 Stock Incentive Plan | 12.00-17.99 | |||
Number of options outstanding | 710,500 | ||
Weighted average remaining contractual life (in years) | 9 years 18 days | ||
Number of exercisable options | 68,075 | ||
Weighted average exercise price exercisable | $ 16.58 | ||
Exercise price range | 5.00-5.99 | ||
2019 Stock Incentive Plan | 48.00-53.99 | |||
Number of options outstanding | 1,041 | ||
Weighted average remaining contractual life (in years) | 1 year 6 months 14 days | ||
Number of exercisable options | 1,041 | ||
Weighted average exercise price exercisable | $ 52.80 | ||
Exercise price range | 8.00-8.99 | ||
2019 Stock Incentive Plan | 54.00-59.99 | |||
Number of options outstanding | 4,166 | ||
Weighted average remaining contractual life (in years) | 1 year 7 months 17 days | ||
Number of exercisable options | 4,166 | ||
Weighted average exercise price exercisable | $ 57.60 | ||
Exercise price range | 9.60 | ||
2019 Stock Incentive Plan | 30.00-35.99 | |||
Number of options outstanding | 118,414 | ||
Weighted average remaining contractual life (in years) | 7 years 10 months 20 days | ||
Number of exercisable options | 92,875 | ||
Weighted average exercise price exercisable | $ 33 | ||
Exercise price range | 11.00-11.99 | ||
2019 Stock Incentive Plan | 30.00-35.99 | |||
Number of options outstanding | 28,124 | ||
Weighted average remaining contractual life (in years) | 1 year 1 month 21 days | ||
Number of exercisable options | 28,124 | ||
Weighted average exercise price exercisable | $ 76.80 | ||
Exercise price range | 12.00-12.99 |
STOCKHOLDERS EQUITY (DEFICIT)_5
STOCKHOLDERS EQUITY (DEFICIT) (Details 3) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of options outstanding | 292,515 |
Number of exercisable options | 244,749 |
Weighted average exercise price exercisable | $ / shares | $ 35.52 |
Unregistered Warrant [Member] | |
Number of options outstanding | 671,448 |
Average weighted remaining contructual life in years | 2 years 8 months 19 days |
Number of exercisable options | 671,448 |
Weighted average exercise price exercisable | $ / shares | $ 21.59 |
30.00-35.99 | Unregistered Warrant [Member] | |
Number of options outstanding | 36,800 |
Average weighted remaining contructual life in years | 2 years 5 months 1 day |
Number of exercisable options | 36,800 |
Weighted average exercise price exercisable | $ / shares | $ 33 |
12.00-17.99 | Unregistered Warrant [Member] | |
Number of options outstanding | 564,376 |
Average weighted remaining contructual life in years | 8 months 1 day |
Number of exercisable options | 564,376 |
Weighted average exercise price exercisable | $ / shares | $ 16.88 |
36.00-41.99 | Unregistered Warrant [Member] | |
Number of options outstanding | 5,309 |
Average weighted remaining contructual life in years | 1 year 8 months 12 days |
Number of exercisable options | 5,309 |
Weighted average exercise price exercisable | $ / shares | $ 38.40 |
60.00-65.99 | Unregistered Warrant [Member] | |
Number of options outstanding | 281 |
Average weighted remaining contructual life in years | 2 years 4 months 13 days |
Number of exercisable options | 281 |
Weighted average exercise price exercisable | $ / shares | $ 62.40 |
66.00-71.99 | Unregistered Warrant [Member] | |
Number of options outstanding | 656 |
Average weighted remaining contructual life in years | 2 years 25 days |
Number of exercisable options | 656 |
Weighted average exercise price exercisable | $ / shares | $ 67.20 |
84.00-89.99 | Unregistered Warrant [Member] | |
Number of options outstanding | 833 |
Average weighted remaining contructual life in years | 11 months 26 days |
Number of exercisable options | 833 |
Weighted average exercise price exercisable | $ / shares | $ 86.40 |
STOCKHOLDERS EQUITY (DEFICIT)_6
STOCKHOLDERS EQUITY (DEFICIT) (Details 4) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of exercisable options | 244,749 |
Weighted average exercise price exercisable | $ / shares | $ 35.52 |
Registered Warrant | 33 | |
Exercise price range | 5.50 |
Number of exercisable Register warrant | 495,917 |
Number of exercisable options | 495,917 |
Weighted average exercise price exercisable term | 2 years 4 months 24 days |
Weighted average exercise price exercisable | $ / shares | $ 33 |
STOCKHOLDERS EQUITY (DEFICIT)_7
STOCKHOLDERS EQUITY (DEFICIT) (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Jun. 12, 2023 | Oct. 26, 2023 | Dec. 19, 2022 | Dec. 16, 2022 | Aug. 29, 2022 | Jul. 28, 2022 | Feb. 22, 2022 | Nov. 29, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2023 | |
Expenses for options and warrants granted to employees | $ 870,000 | $ 2,700,000 | |||||||||
Epenses for R & D obligation | 230,000 | 500,000 | |||||||||
Expenses was attributed to G & A | $ 640,000 | $ 2,200,000 | |||||||||
Common stock and treasury shares, Description | 1-for-6 basis and (ii) decrease the number of total authorized shares of common stock of the Company from 150,000,000 to 25,000,000 shares | ||||||||||
Common stock shares issuance | 437,692 | ||||||||||
Reverse stock split of common stock | As of the Effective Time, every 6 shares of issued and outstanding common stock were converted into one share of common stock | ||||||||||
Agents fee | $ 1,155,722 | $ 337,682 | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||
Proceed from stock issuances | $ 485,000 | ||||||||||
Unpaid directors' fees | $ 172,670 | ||||||||||
Remining shares available for issuance | 91,559 | ||||||||||
Expected Dividends | 0% | 0% | |||||||||
Volatility range | 112.28% | ||||||||||
Common stock value | $ 2,383 | $ 1,570 | |||||||||
On July 5, 2023 | |||||||||||
Purchase price | $ 16.02 | ||||||||||
Agents fee | $ 365,000 | ||||||||||
Common stock, par value | $ 0.001 | ||||||||||
Exercise price | $ 0.0006 | ||||||||||
Pre-funded warrants | 78,021 | ||||||||||
Gross proceeds of stock | $ 4,000,000 | ||||||||||
Offering price | $ 16.0194 | ||||||||||
Proceed from stock issuances | $ 171,666 | ||||||||||
Common stock share issued, restricted | 78,021 | ||||||||||
Private Investors [Member] | |||||||||||
Common stock shares issuance | 563,016 | ||||||||||
Investor Private Placement Member | |||||||||||
Proceed from stock issuances | $ 640,000 | ||||||||||
2019 Incentive Plan [Member] | |||||||||||
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 Equity Incentive Plan, no additional awards have been or will be made under the 2019 Plan. As of December 31, 2023, 130,203 stock options had been issued under the 2019 Plan with terms between 5 years and 10 years, of which 60,414 remained outstanding | ||||||||||
Private Placement Securities [Member] | |||||||||||
Shares available for issuance, shares | 249,688 | ||||||||||
Exercise price | $ 16.80 | ||||||||||
Offering price | $ 16.80 | ||||||||||
Common stock share issued, restricted | 249,688 | ||||||||||
Securities Purchase Agreement [Member] | |||||||||||
Common stock shares issuance | 78,021 | ||||||||||
Received from common stock shares issued | $ 47 | ||||||||||
2021 Incentive Plan [Member] | |||||||||||
Stock options, issued | 232,101 | 166,666 | |||||||||
Black Scholes Pricing Model [Member] | |||||||||||
Grants shares | 10,878 | 23,240 | |||||||||
Grants shares, amount | $ 3,626 | $ 4,244 | |||||||||
Proceed from related party | $ 50,000 | $ 300,000 | $ 10,000 | $ 50,000 | |||||||
Average weighted remaining contructual life in years | 5 years 3 months 21 days | 5 years | 5 years | 5 years 3 months 21 days | |||||||
Expected Dividends | 0% | 0% | 0% | 0% | |||||||
Discount rates | 3.88% | 3.70% | 3.61% | 2.69% | |||||||
Volatility range | 112.25% | 116.47% | 116.42% | 120.99% | |||||||
Common stock value | $ 50,000 | $ 300,000 | $ 10,000 | $ 173,000 | $ 50,000 | ||||||
Black Scholes Pricing Model [Member] | 2021 [Member] | |||||||||||
Common stock purchased, related party | 31,836 | 28,831 | 28,747 | ||||||||
Average weighted remaining contructual life in years | 5 years | 5 years 9 months | 5 years 9 months | ||||||||
Expected Dividends | 0% | 0% | 0% | ||||||||
Discount rates | 3.60% | 3.25% | 1.88% | ||||||||
Volatility range | 116.41% | 121.19% | 130.18% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Apr. 20, 2022 | Dec. 31, 2023 | |
Product purchased | $ 16,040 | |
Investor Public Relations [Member] | ||
Total Expense | $ 13,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) shares | |
LOAN PAYABLE, RELATED PARTIES | |
Common stock shares issued | shares | 437,692 |
Related parties | $ | $ 485,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
INCOME TAXES | ||
Domestic | $ (7,777,184) | $ (8,745,293) |
Loss before provision for income taxes | $ (7,777,184) | $ (8,745,293) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
INCOME TAXES | ||
Income tax (benefit) / Expense at federal statutory rate | $ (1,633,209) | $ (1,836,512) |
Apportioned state income taxes | (95,082) | (131,407) |
Stock based compensation | 89,502 | (297,653) |
Rate change | 46,848 | (31,180) |
Return to provision adjustments | 5,968 | (1,515) |
Other non-deductible items | 1,195 | 0 |
Change in valuation allowance | 1,584,778 | 1,702,961 |
Total income tax provision | $ 0 | $ 0 |
Income tax (benefit) / Expense at federal statutory rate, percent | 21% | 21% |
Apportioned state income taxes, percent | 1.20% | 1.50% |
Stock based compensation, percent | (1.20%) | (3.30%) |
Rate change | (0.60%) | 0.30% |
Return to provision adjustments , percent | (0.10%) | 0% |
Other non-deductible items, percent | 0% | 0% |
Change in valuation allowance, percent | (20.30%) | (19.50%) |
Total income tax provision, percent | 0% | 0% |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred tax assets: | ||
Federal net operating loss carryforwards | $ 8,703,105 | $ 7,606,833 |
State net operating loss carryforwards | 130,413 | 74,353 |
Stock based compensation | 2,665,017 | 2,738,159 |
Other deferred tax liabilities | (178) | (180) |
Accrued compensation | 254,637 | 0 |
Operating leases | 1,973 | 0 |
Total deferred tax assets (liabilities) | 12,378,869 | 10,794,091 |
Total deferred tax assets | 12,379,047 | 10,794,271 |
Valuation allowance | (12,378,869) | (10,794,091) |
Total deferred income taxes | 0 | 0 |
Section 174 research and experimental expenditures | ||
Deferred tax assets: | ||
Section 174 research and experimental expenditures | $ 623,902 | $ 374,926 |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) | Dec. 31, 2023 USD ($) |
Net Operating Losses recorded as Federal deferred tax asset [Member] | |
Total expiring operating losses (incurred prior to December 31, 2017) | $ 0 |
Non-expiring operating losses (incurred after December 31, 2017) | 41,443,359 |
Total Operating Loss | 41,443,359 |
Net Operating Losses recorded as State deferred tax asset [Member] | |
Total expiring operating losses (incurred prior to December 31, 2017) | 0 |
Non-expiring operating losses (incurred after December 31, 2017) | 2,371,136 |
Total Operating Loss | $ 2,371,136 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Increase in valuation allowance | $ 1.6 | $ 1.7 |
Gross deferred tax assets description | Preceding this law change, R&E expenditures were expensed as incurred for Federal Income Tax purposes. In taxable years beginning after December 31, 2021, R&E expenditures must be capitalized and amortized over 5 years for expenditures incurred in the United States, or 15 years for expenditures incurred outside the United States | |
Domestic Tax Authority [Member] | ||
Net operating loss carried forward | $ 41.4 | $ 36.2 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | |||
Mar. 05, 2024 | Jan. 31, 2024 | Feb. 14, 2023 | Jan. 31, 2023 | |
Loan Amount | $ 605,600 | |||
Monthly Payment | $ 69,666 | |||
Subsequent Event [Member] | ||||
Shares repurchased | $ 119,117 | |||
2021 Plan [Member] | ||||
Loan Amount | $ 517,560 | |||
Interest rate | 8.50% | |||
Monthly Payment | $ 59,563 | |||
Percent of common stock | 5% |