Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 09, 2024 | |
Document Information Line Items | ||
Entity Registrant Name | Zivo Bioscience, Inc. | |
Entity Central Index Key | 0001101026 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2024 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Entity Common Stock Shares Outstanding | 3,366,112 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40449 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 87-0699977 | |
Entity Address Address Line 1 | 21 East Long Lake Road | |
Entity Address Address Line 2 | Ste. 100 | |
Entity Address City Or Town | Bloomfield Hills | |
Entity Address State Or Province | MI | |
Entity Address Postal Zip Code | 48304 | |
City Area Code | 248 | |
Local Phone Number | 452-9866 | |
Entity Interactive Data Current | Yes | |
Common Stock, par value | ||
Document Information Line Items | ||
Security 12b Title | Common Stock, par value $0.001 per share | |
Trading Symbol | ZIVO | |
Warrants Purchase of Common Stock | ||
Document Information Line Items | ||
Security 12b Title | Warrants to purchase shares of Common Stock, par value $0.001 per share | |
Trading Symbol | ZIVOW |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEET - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
CURRENT ASSETS: | ||
Cash | $ 2,466 | $ 274,380 |
Accounts receivable | 0 | 3,735 |
Prepaid expenses | 492,661 | 147,262 |
Total current assets | 495,127 | 425,377 |
OTHER ASSETS: | ||
Operating lease - right of use asset | 48,403 | 98,280 |
Security deposit | 32,058 | 32,058 |
Total other assets | 80,461 | 130,338 |
TOTAL ASSETS | 575,588 | 555,715 |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT): | ||
Accounts payable | 1,093,469 | 993,090 |
Accounts payable - related party | 79,405 | 172,670 |
Customer deposits | 15,000 | 0 |
Current portion of long-term operating lease | 50,920 | 106,342 |
Convertible debentures payable | 240,000 | 240,000 |
Loan Payable | 287,533 | 0 |
Accrued interest | 101,876 | 100,686 |
Accrued liabilities - employee bonus | 1,002,999 | 1,148,770 |
Total current liabilities | 2,871,202 | 2,761,558 |
LONG TERM LIABILITIES: | 0 | 0 |
TOTAL LIABILITIES | 2,871,202 | 2,761,558 |
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Common stock, $0.001 par value, 25,000,000 and 25,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 2,789,655 and 2,382,356 issued and outstanding at March 31, 2024, and December 31, 2023, respectively | 3,319 | 2,382 |
Additional paid-in capital | 130,797,635 | 121,373,488 |
Accumulated deficit | (133,096,568) | (123,581,714) |
Total stockholders' equity (deficit) | (2,295,614) | (2,205,844) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 575,588 | $ 555,715 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
CONDENSED CONSOLIDATED BALANCE SHEET | ||
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 25,000,000 | 25,000,000 |
Common Stock, Shares Issued | 3,319,032 | 2,382,356 |
Common Stock, Shares Outstanding | 3,319,032 | 2,382,356 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | ||||
Product revenue | $ 0 | $ 4,050 | $ 35,720 | $ 4,050 |
REVENUES: | ||||
Total revenues | 0 | 4,050 | 35,720 | 4,050 |
COSTS OF GOODS SOLD | ||||
Product costs | 0 | 701 | 23,218 | 701 |
Total costs of goods sold | 0 | 701 | 23,218 | 701 |
GROSS MARGIN | 0 | 3,349 | 12,502 | 3,349 |
COSTS AND EXPENSES: | ||||
General and administrative | 5,977,277 | 1,385,102 | 6,952,851 | 2,953,478 |
Research and development | 2,252,325 | 442,113 | 2,565,092 | 843,910 |
Total costs and expenses | 8,229,602 | 1,827,215 | 9,517,943 | 3,797,388 |
LOSS FROM OPERATIONS | (8,229,602) | (1,823,866) | (9,505,441) | (3,794,039) |
OTHER (EXPENSE): | ||||
Interest expense | (6,766) | (31,793) | (9,413) | (34,762) |
Amortization of debt discount | 0 | (214,913) | 0 | (214,913) |
Total other expense | 6,766 | 246,706 | 9,413 | 249,675 |
NET LOSS | $ (8,236,368) | $ (2,070,572) | $ (9,514,854) | $ (4,043,714) |
BASIC AND DILUTED LOSS PER SHARE | $ (2.78) | $ (1.32) | $ (3.31) | $ (2.58) |
WEIGHTED AVERAGE BASIC AND DILUTED SHARES OUTSTANDING | 2,961,606 | 1,569,943 | 2,875,631 | 1,569,943 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT) (UNAUDITED) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Dec. 31, 2022 | 1,569,943 | |||
Balance, amount at Dec. 31, 2022 | $ (10,622) | $ 1,570 | $ 115,792,337 | $ (115,804,530) |
Employee and director equity-based compensation | 469,911 | 0 | 469,911 | 0 |
Warrants issued with related party notes | 439,594 | 0 | 439,594 | 0 |
Net loss | (4,043,714) | $ 0 | 0 | (4,043,714) |
Balance, shares at Jun. 30, 2023 | 1,569,943 | |||
Balance, amount at Jun. 30, 2023 | (3,144,832) | $ 1,570 | 116,701,842 | (119,848,244) |
Balance, shares at Mar. 31, 2023 | 1,569,943 | |||
Balance, amount at Mar. 31, 2023 | (1,741,662) | $ 1,570 | 116,034,440 | (117,777,672) |
Employee and director equity-based compensation | 227,808 | 0 | 227,808 | 0 |
Warrants issued with related party notes | 439,594 | 0 | 439,594 | 0 |
Net loss | (2,070,572) | $ 0 | 0 | (2,070,572) |
Balance, shares at Jun. 30, 2023 | 1,569,943 | |||
Balance, amount at Jun. 30, 2023 | (3,144,832) | $ 1,570 | 116,701,842 | (119,848,244) |
Balance, shares at Dec. 31, 2023 | 2,382,356 | |||
Balance, amount at Dec. 31, 2023 | (2,205,844) | $ 2,382 | 121,373,488 | (123,581,714) |
Net loss | (9,514,854) | $ 0 | 0 | (9,514,854) |
Employee and director equity-based compensation, shares | 445,490 | |||
Employee and director equity-based compensation, amount | 7,661,759 | $ 445 | 7,661,314 | 0 |
Private sales of common stock, shares | 350,633 | |||
Private sales of common stock, amount | 972,544 | $ 351 | 972,193 | 0 |
Private sales of common stock - related party, shares | 140,553 | |||
Private sales of common stock - related party, amount | 790,781 | $ 141 | 790,640 | 0 |
Balance, shares at Jun. 30, 2024 | 3,319,032 | |||
Balance, amount at Jun. 30, 2024 | (2,295,614) | $ 3,319 | 130,797,635 | (133,096,568) |
Balance, shares at Mar. 31, 2024 | 2,789,655 | |||
Balance, amount at Mar. 31, 2024 | (2,268,900) | $ 2,790 | 122,588,510 | (124,860,200) |
Net loss | (8,236,368) | $ 0 | 0 | (8,236,368) |
Employee and director equity-based compensation, shares | 445,490 | |||
Employee and director equity-based compensation, amount | 7,549,655 | $ 445 | 7,549,210 | 0 |
Private sales of common stock - related party, shares | 83,887 | |||
Private sales of common stock - related party, amount | 659,999 | $ 84 | 659,915 | 0 |
Balance, shares at Jun. 30, 2024 | 3,319,032 | |||
Balance, amount at Jun. 30, 2024 | $ (2,295,614) | $ 3,319 | $ 130,797,635 | $ (133,096,568) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows for Operating Activities: | ||
Net loss | $ (9,514,854) | $ (4,043,714) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Non cash lease expense | 49,877 | 44,041 |
Employee and director equity-based compensation | 7,661,759 | 469,911 |
Amortization of deferred R&D obligations participation agreements | 0 | (434,430) |
Amortization of debt discount | 0 | 214,913 |
Changes in assets and liabilities: | ||
Prepaid expenses | (345,399) | (406,592) |
Customer deposits | 15,000 | 0 |
Accounts receivable | 3,735 | (2,956) |
Accounts payable | 100,379 | 378,655 |
Accounts payable - related party | (93,265) | 95,670 |
Lease liabilities | (55,422) | (47,570) |
Accrued liabilities | (144,582) | 617,432 |
Net cash (used in) operating activities | (2,322,772) | (3,114,640) |
Cash Flows from Investing Activities: | ||
Net cash from by investing activities | 0 | 0 |
Cash Flow from Financing Activities: | ||
Proceeds of loans payable, other | 517,560 | 605,600 |
Payments of loans payable, other | (230,027) | (269,156) |
Proceeds of note payable, related party | 0 | 1,000,000 |
Proceeds from private sales of common stock - other | 972,544 | 0 |
Proceeds from private sales of common stock - related party | 790,781 | 0 |
Net cash provided by financing activities | 2,050,858 | 1,336,444 |
Increase (decrease) in cash | (271,914) | (1,778,196) |
Cash at beginning of period | 274,380 | 1,799,263 |
Cash at end of period | 2,466 | 21,067 |
Cash paid during the period for: | ||
Interest | $ 8,223 | $ 7,131 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2024 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements include the accounts of Zivo Bioscience, Inc. and its wholly owned subsidiaries (collectively, “we,” “our,” “us,” “ZIVO,” or the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The condensed consolidated financial statements have also been prepared on a basis substantially consistent with, and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023 and the notes thereto, included in its Annual Report on Form 10-K that was filed with the Securities and Exchange Commission on March 15, 2024. Going Concern The Company has incurred net losses since inception, experienced negative cash flows from operations for the quarter ended June 30, 2024, and has an accumulated deficit of $133,096,568. The Company has historically financed its operations primarily through the issuance of common stock, warrants, and debt. The Company expects to continue to incur operating losses and net cash outflows until such time as it generates a level of revenue to support its cost structure. There is no assurance that the Company will achieve profitable operations, and, if achieved, whether it will be sustained on a continued basis. The Company intends to fund ongoing activities by utilizing its current cash on hand and by raising additional capital through equity and/or debt financings. There can be no assurance that the Company will be successful in raising that additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, the Company may be compelled to reduce the scope of its operations and planned capital expenditures. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The Company’s condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business; no adjustments have been made relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company not continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Stock Based Compensation The Company accounts for stock-based compensation in accordance with FASB ASC 718, Compensation - Stock Compensation. Under the provisions of FASB ASC 718, stock-based compensation cost is estimated at the grant date based on the award’s fair value and is recognized as expense over the requisite service period. The Company, from time to time, issues restricted common stock awards or grants common stock options to its employees, consultants and board members. At the date of grant, the Company determines the fair value of the stock option award and recognizes compensation expense over the requisite service period. Issuances of restricted common stock are valued at the closing market price on the date of issuance and the fair value of any stock option or warrant awards is calculated using the Black Scholes option pricing model and employing the simplified term method as the Company does not have a historical basis to determine the expected term. The Company expenses the awards based on the vesting schedule as detailed pursuant to each individual award agreement. The Company records forfeiture of options when they occur. Warrants The Company accounts for warrants in accordance with FASB ASC 815 – Derivatives and Hedging. The fair value of the Company’s warrants is determined at the time of issuance using the Black Scholes option valuation model based on a market price and the remaining term of the warrant obligation. The warrants are not subject to remeasurement through the term. For the Company’s outstanding warrants, the number of shares and the exercise price shall be adjusted for standard anti-dilution events such as stock splits, combinations, reorganizations, or issue shares as part of a stock dividend. Upon a change of control, the warrant holder will have the right to receive securities, cash or other properties it would have been entitled to receive had the warrant been exercised. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2024 | |
DEBT | |
DEBT | NOTE 3 - DEBT 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 $59,562 beginning on March 10, 2024. As of June 30, 2024, a principal balance of $287,533 remains outstanding. 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 carried an 8.4% annual percentage rate and was paid down in nine equal monthly payments of $69,666 beginning on March 10, 2023. As of November 9, 2023, the loan was fully paid. |
DEFERRED RD OBLIGATIONS PARTICI
DEFERRED RD OBLIGATIONS PARTICIPATION AGREEMENTS | 6 Months Ended |
Jun. 30, 2024 | |
DEFERRED RD OBLIGATIONS PARTICIPATION AGREEMENTS | |
DEFERRED RD OBLIGATIONS - PARTICIPATION AGREEMENTS | NOTE 4 - DEFERRED R&D OBLIGATIONS - PARTICIPATION AGREEMENTS For the three months ended June 30, 2024 and 2023, the Company recognized $0 and $309,400, respectively, as a contra R&D expense related to personnel and third-party expenses to develop the subject technology, respectively. For the three months ended June 30, 2024 and 2023, $0 and $77,391, respectively, of this total contra R&D expense was attributed to deferred R&D obligations funded by related parties. For the six months ended June 30, 2024 and 2023, the Company recognized $0 and $434,430, respectively, as a contra R&D expense related to personnel and third-party expenses to develop the subject technology, respectively. For the six months ended June 30, 2024 and 2023, $0 and $108,665, respectively, of this total contra R&D expense was attributed to deferred R&D obligations funded by related parties. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 5 - STOCKHOLDERS’ EQUITY (DEFICIT) Equity Sales During the three months ended June 30, 2024, the Company sold common stock in 9 private unregistered transactions to related parties resulting in total proceeds of $659,999 and the issuance of 83,887 shares of common stock. The Company had no sales of common stock in the three months ended June 30, 2023. During the six months ended June 30, 2024, the Company sold common stock in 29 private unregistered transactions to investors resulting in total proceeds of $1,763,325 and the issuance of 491,186 shares of common stock. Included in the totals are 140,553 shares of common stock sold to related parties for proceeds of $790,781. The Company had no sales of common stock in the six months ended June 30, 2023. Warrants In the three months ended June 30, 2024 the Company issued 698 warrants to an investor under a board approved private fund raising program. Equity Compensation Stock Based Compensation For the quarter ended June 30, 2024, the Company recognized expense of $7,549,655 for equity compensation to members of the Board of Directors and certain employees for restricted stock awards and option grants. The total expense amount was related to new equity grants in the present period plus equity awards from prior periods. $2,025,580 of the total expense for the quarter was related to R&D and the remaining $5,524,075 was for G&A. During the three months ended June 30, 2023, 65,268 options were granted to directors of the Company. The Company recorded compensation expense for issued grants during the three months ended June 30, 2023 of $227,808. For the six months ended June 30, 2024, the Company expensed $7,661,759 for equity compensation to members of the Board of Directors and certain employees for restricted stock awards and option grants. The total expense amount was related to new equity grants in the present period plus equity awards from prior periods. $2,060,228 of the total expense for the quarter was related to R&D and the remaining $5,601,531 was for general and administrative expenses (G&A). During the six months ended June 30, 2023, 65,268 were granted to directors and employees of the Company. As a result of these and previous grants, the Company recorded compensation expense of $469,911 for this period. Restricted Stock Awards During the three months and six months ended June 30, 2024 the Board of Directors awarded 445,490 Restricted Stock Awards (RSA) to the non-employee directors of the Company under the Equity Incentive Plan for Non-Employee Directors. Of this total 18,819 RSA were issued to non-employee directors on June 11, 2024 pursuant to the Amended Non-Employee Director Compensation Policy whereby each non-employee director receives $50,000 in value of RSA calculated from the closing price of the Company’s common stock on that day. The RSA vest 25% on each of the 3 month, 6 month, and 9 month anniversaries of the award, and 25% on the day prior to the Company's 2025 annual shareholder meeting. For quarter ended June 30, 2024, the Company recognized $16,188 in directors compensation expense for these awards. The remaining 426,671 RSA were awarded by the Board to the non-employee directors of the Board under several Board approved equity compensation actions. Director Stock Option Replacement Program The Company had issued stock options to its non-employee directors pursuant to the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides that the Board may cancel outstanding options and make a substitute grant of new options or other equity-based awards under the 2021 Plan or another equity plan of the Company (the “Director Stock Option Replacement Program”). On June 5, 2024, pursuant to the Director Stock Option Replacement Program, 127,364 shares of restricted stock were granted under the Director Equity Plan to replace all 62,451 outstanding options that were previously granted to non-employee directors under the 2021 Plan. Replacement shares were granted under the newly established Equity Incentive Plan for Non-Employee Directors. The RSA vested immediately on the date of the grant. The Company recognized $678,268 of expense in the three months ended June 30, 2024. Stock Award Grant On May 31, 2024, the Board granted common stock RSAs with a value of $300,000 under the Director Equity Plan to director Alison Cornell. The 37,688 RSA shares awarded were determined based on the closing price of the Company’s stock on the date of grant of $7.96 per share. The Board determined that this award to Ms. Cornell is an award for special or extraordinary services and was exempt from the annual limitation on awards to non-employee directors set forth in the Director Equity Plan. Stock Award in Lieu of Unpaid Directors’ Fees On May 31, 2024, the Board approved a Stock in Lieu of Unpaid Director's fees that would allow for the granting of a total of 261,619 common stock RSAs to the non-employee Board members in lieu of unpaid non-employee director service fees earned during the calendar year ending December 31, 2023. In aggregate the Company owed the three non-employee board members $172,670 in fees. These unpaid amounts were grossed up for taxes at an assumed tax rate of 45% and the number of shares was determined based on the Company’s closing stock price on December 29, 2023 of $1.20 per share. The value of the shares granted to the non-employee directors pursuant to this exchange of stock in lieu of unpaid cash fees were exempted from the annual limitation of awards to non-employee directors set forth in the Director Equity Plan. These shares awards will be issued under the Director Equity Plan and will be subject to provisions thereof. The RSA issued under this program vested 50% immediately on the date of grant, and the remaining 50% will vest on January 1, 2025. The Company determined the value of these awards based on the market price on the grant date of $7.96 per share and recognized $1,160,832 of expense in the three months ended June 30, 2024, for the vested portion of these awards in lieu of unpaid directors fees, and at the same time wrote off $172,670 in related party accounts payable. No RSA was issued by the Company in the three months and six months ended June 30, 2023. Common Stock Options During the three months and six months ended June 30, 2024, the Company awarded options underlying 1,031,425 shares of common stock to executives and employees under the 2021 Plan. The Company recognized compensation expense for these awards and options that were previously granted to executives and employees of $5,394,367 and $5,487,178 for the three month and six month periods ended June 30, 2024, respectively. CEO 2023 Equity Award On June 5, 2024, the Board awarded 50,251 common stock options to the Company’s Chief Executive Officer in exchange for a prior agreed to cash payment yet unpaid in the amount of $400,000. The strike price of $7.96 was set as the closing market price on the grant date and the options vested immediately upon issuance. The Company used the Black Scholes option pricing model to determine the compensation expense of $338,815 for the award grant. The Black Scholes pricing model used the following assumptions: term of 5 years; volatility 122.46%; annual rate of dividends 0%; discount rate 4.29%. Employee Stock Option Replacement Program On June 5, 2024, pursuant to the Employee Stock Option Replacement Program, 981,174 common stock option shares were approved by the Board of Directors from the 2021 Plan to replace all 230,064 outstanding options that were previously granted to executive and employees under both the 2019 Plan and the 2021 Plan. Replacement shares were granted under the existing 2021 Plan. The Company used the Black Scholes option pricing model to determine the compensation expense of $5,055,552 for these award grants for the three months ending June 30, 2024. The Company determined the new options awarded under the Employee Stock Option Replacement Program to be modifications of existing awards and as such the Company will account for the awards by continuing to expense the original option awards as well as expensing the value of the new awards less the value of the old awards revalued at the conditions at the time of new awards. The Company valued the new awards using the Black Scholes pricing model with the following assumptions: option agreement term of 10 years; volatility 122.46%; annual rate of dividends 0%; discount rate 4.29%. In the three months ending June 30, 2023, 10,878 options were granted to directors of the Company. The Company recorded compensation expense for issued grants during the three months ended June 30, 2023 and for previous grants in the amount of $227,808 for this period. During the six months ended June 30, 2023, 10,878 stock options were granted to directors of the Company. As a result of these and previous grants, the Company recorded compensation expense of $469,911 in that six month period. The fair value of stock options was estimated on the date of grant using the Black-Scholes option-pricing model based on the following weighted average assumptions: Three Months Ended June 30, 2024 2023 Expected volatility 122.46 % 112.28 % Expected dividends - - Expected term 5.0-5.2 years 5.3 years Risk free rate 4.29 % 3.88 % Six Months Ended June 30, 2024 2023 Expected volatility 122.46 % 112.28 % Expected dividends - - Expected term 5.0-5.2 years 5.3 years Risk free rate 4.29 % 3.88 % 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. Equity Incentive Plan for Non-Employee Directors On May 31, 2024, the Board of Directors adopted the 2024 Equity Incentive Plan for Non-Employee Directors (the “Director Equity Plan”). Material features of the Director Equity Plan are: · The maximum number of shares of common stock to be issued under the Director Equity Plan is 875,000 shares, which number will automatically increase on January 1 of each year commencing on January 1, 2025, in an amount equal to 5% of the total number of shares of the Common Stock outstanding on December 31 of the preceding year. · Shares reacquired by the Company to satisfy the exercise, strike or purchase price of any award or any shares that are reacquired to satisfy a tax withholding obligation in connection with the award will be added back to the share reserve under the Director Equity Plan. The withholding of shares that would otherwise be issued by the Company to satisfy the exercise, strike or purchase price of an award or the withholding of shares that would otherwise be issued by the Company to satisfy a tax withholding obligation in connection with an award will not be added back to the share reserve. · The award of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards is permitted. · The aggregate value of all compensation granted or paid to any non-employee director with respect to any calendar year, including awards granted and cash fees paid by the Company to such non-employee director, will not exceed $750,000 in total value or, in the event such non-employee director is first appointed or elected to the Board during such calendar year, $1,000,000 in total value. These annual limits do not apply to (i) any awards made to replace stock options that were cancelled by the Board, (ii) awards made to a non-employee director for special or extraordinary services, as determined by the Board, or (iii) awards made in 2024 to compensate non-employee directors for services performed in 2023. · All awards granted under the Director Equity Plan are subject to recoupment in accordance with the Company’s clawback policy. Non-employee directors are eligible to participate in the Director Equity Plan. As of June 30, 2024, 429,510 shares remain available to be issued under the Director Equity Plan. The foregoing description of the Director Equity Plan is qualified in its entirety by reference to the full text of the Director Equity Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference. 2021 Equity Incentive Plan On October 12, 2021, after approval from the stockholders at the Company’s 2021 annual meeting of stockholders, the Company adopted the 2021 Plan for the purpose of enhancing the Company’s ability to attract and retain highly qualified directors, officers, key employees and other persons and to motivate such persons to improve the business results and earnings of the Company by providing an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. The 2021 Plan is administered by the compensation committee of the Board who will, amongst other duties, have full power and authority to take all actions and to make all determinations required or provided for under the 2021 Plan. Pursuant to the 2021 Plan, the Company may grant options, share appreciation rights, restricted shares, restricted share units, unrestricted shares and dividend equivalent rights. The 2021 Plan has a duration of 10 years. Subject to adjustment as described in the 2021 Plan, the aggregate number of shares of common stock available for issuance under the 2021 Plan is initially set at 1,000,000 shares; this number is automatically increased each January 1st by an amount equal to 5% of the number of common stock shares outstanding at that date, resulting in an increase in available shares under the 2021 Plan at January 1, 2024 of 119,117. On May 31, 2024, the Company’s Board of Directors amended the 2021 Plan such that the total number of shares of common stock available for issuance under the 2021 Plan would be 1,000,000 as of that date, an additional increase of 789,324 shares. On June 5, 2024, pursuant to a proposed equity compensation exchange approved by the Board of Directors, various option awards underlying 292,515 shares of common stock were forfeited by employees and members of the Board of Directors in exchange for replacement equity awards as approved by the Board of Directors. As of June 30, 2024, 1,031,425 options have been issued under the 2021 Plan, and 261,090 shares remained available for issuance. 2019 Omnibus Long-Term Incentive Plan Prior to the adoption of the 2021 Equity Incentive Plan, the Company maintained a 2019 Omnibus Long-Term Incentive Plan (the “2019 Plan”). Following the approval by the shareholders of the 2021 Plan, no additional awards have been or will be made under the 2019 Plan. As of June 30, 2024, all options issues under the 2019 Plan have been forfeited and no options remain outstanding. On May 31, 2024 the Company’s Board of Directors formally terminated the 2019 Plan. Common Stock Options A summary of the status of the Company’s options issued under the Company’s equity incentive plans is presented below. As of June 30, 2024 there is no intrinsic value in any of the Company's outstanding options as the market price of the Company's common stock is in all cases lower than the exercise price of options: June 30, 2024 June 30, 2023 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Outstanding, beginning of year 292,515 $ 35.56 281,637 $ 36.29 Forfeited (292,515 ) 35.56 - - Issued 1,031,425 7.96 10,878 16.74 Outstanding, end of period 1,031,425 $ 7.96 292,515 $ 35.56 Options outstanding and exercisable by price range as of June 30, 2024, 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 $ 6.00-11.99 1,031,425 9.83 $ 6.00-11.99 1,031,425 $ 7.96 1,031,425 9.83 1,031,425 $ 7.96 Common Stock Warrants - Unregistered A summary of the status of the Company’s unregistered warrants is presented below: June 30, 2024 June 30, 2023 Number of Warrants Weighted Average Exercise Price Number of Warrants Weighted Average Exercise Price Outstanding, beginning of year 671,448 $ 21.59 267,013 $ 47.10 Issued 698 7.87 65,000 17.46 Exercised - - - - Cancelled - - - - Expired (10,624 ) 48.00 (99,753 ) 46.20 Outstanding, end of period 661,522 $ 21.15 232,260 $ 39.18 Unregistered warrants outstanding and exercisable by price range as of June 30, 2024, were as follows: Outstanding Warrants Exercisable Warrants Range of Number Average Weighted Remaining Contractual Life in Years Exercise Price Number Weighted Average Exercise Price $ 6.00-11.99 698 5.00 $ 6.00-11.99 698 7.87 12.00-17.99 564,376 2.43 12.00-17.99 564,376 16.88 30.00-35.99 36,800 1.92 30.00.35.99 36,800 33.00 36.00-41.99 5,309 0.24 36.00-41.99 5,309 38.40 48.00-53.99 14,026 0.42 48.00-53.99 14,026 49.07 54.00-55.99 38,543 1.20 54.00-55.99 38,543 57.60 60.00-65.99 281 1.87 60.00-65.99 281 62.40 66.00-71.99 656 1.57 66.00-71.99 656 67.20 84.00-89.99 833 0.49 84.00-89.99 833 86.40 661,522 2.27 661,522 $ 21.15 Common Stock Warrants - Registered A summary of the status of the Company’s registered warrants is presented below: June 30, 2024 June 30, 2023 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 June 30, 2024, 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 1.93 $ 33.00 495,917 33.00 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
Commitments And Contingencies Disclosure Abstract | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 - COMMITMENTS AND CONTINGENCIES Employment Agreements At June 30, 2024, the Company had compensation agreements with its President / Chief Executive Officer, and Chief Financial Officer. Legal Contingencies The Company may become a party to litigation in the normal course of business. In the opinion of management, there are no pending legal matters involving the Company that would have a material adverse effect upon the Company’s financial condition, results of operation or cash flows. |
INCOME TAX
INCOME TAX | 6 Months Ended |
Jun. 30, 2024 | |
INCOME TAX | |
INCOME TAX | NOTE 7 - INCOME TAX The Company and its subsidiaries are subject to US federal and state income taxes. Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of Management, it is more likely than not that some portion, or all, of the deferred tax asset will not be realized. The Company does not expect to realize the net deferred tax asset and as such has recorded a full valuation allowance. Income tax expense for the three months and six months ended June 30, 2024 and 2023 is based on the estimated annual effective tax rate. Based on the Company’s effective tax rate and full valuation allocation, tax expense is expected to be $0 for 2024. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 8 - SUBSEQUENT EVENTS The Company sold and issued common stock and warrants in three private transactions since July 1, 2024, the first for 20,000 common shares and 2,000 warrant shares to an investor for proceeds of $156,800, the second for 2,080 common shares and 208 warrant shares to a related party for $16,752 in proceeds, and the third of 25,000 common shares and 2,500 warrant shares to an investor for $201,250 in proceeds. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Stock Based Compensation | The Company accounts for stock-based compensation in accordance with FASB ASC 718, Compensation - Stock Compensation. Under the provisions of FASB ASC 718, stock-based compensation cost is estimated at the grant date based on the award’s fair value and is recognized as expense over the requisite service period. The Company, from time to time, issues restricted common stock awards or grants common stock options to its employees, consultants and board members. At the date of grant, the Company determines the fair value of the stock option award and recognizes compensation expense over the requisite service period. Issuances of restricted common stock are valued at the closing market price on the date of issuance and the fair value of any stock option or warrant awards is calculated using the Black Scholes option pricing model and employing the simplified term method as the Company does not have a historical basis to determine the expected term. The Company expenses the awards based on the vesting schedule as detailed pursuant to each individual award agreement. The Company records forfeiture of options when they occur. |
Warrants | The Company accounts for warrants in accordance with FASB ASC 815 – Derivatives and Hedging. The fair value of the Company’s warrants is determined at the time of issuance using the Black Scholes option valuation model based on a market price and the remaining term of the warrant obligation. The warrants are not subject to remeasurement through the term. For the Company’s outstanding warrants, the number of shares and the exercise price shall be adjusted for standard anti-dilution events such as stock splits, combinations, reorganizations, or issue shares as part of a stock dividend. Upon a change of control, the warrant holder will have the right to receive securities, cash or other properties it would have been entitled to receive had the warrant been exercised. |
STOCKHOLDERS EQUITY (DEFICIT) (
STOCKHOLDERS EQUITY (DEFICIT) (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
STOCKHOLDERS' EQUITY | |
Schedule Of Stock Based Compensation | Three Months Ended June 30, 2024 2023 Expected volatility 122.46 % 112.28 % Expected dividends - - Expected term 5.0-5.2 years 5.3 years Risk free rate 4.29 % 3.88 % Six Months Ended June 30, 2024 2023 Expected volatility 122.46 % 112.28 % Expected dividends - - Expected term 5.0-5.2 years 5.3 years Risk free rate 4.29 % 3.88 % |
Summary of the status of the Company's Options related to the 2019 Incentive Plan | June 30, 2024 June 30, 2023 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Outstanding, beginning of year 292,515 $ 35.56 281,637 $ 36.29 Forfeited (292,515 ) 35.56 - - Issued 1,031,425 7.96 10,878 16.74 Outstanding, end of period 1,031,425 $ 7.96 292,515 $ 35.56 |
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 $ 6.00-11.99 1,031,425 9.83 $ 6.00-11.99 1,031,425 $ 7.96 1,031,425 9.83 1,031,425 $ 7.96 |
Summary of unregistered warrants | June 30, 2024 June 30, 2023 Number of Warrants Weighted Average Exercise Price Number of Warrants Weighted Average Exercise Price Outstanding, beginning of year 671,448 $ 21.59 267,013 $ 47.10 Issued 698 7.87 65,000 17.46 Exercised - - - - Cancelled - - - - Expired (10,624 ) 48.00 (99,753 ) 46.20 Outstanding, end of period 661,522 $ 21.15 232,260 $ 39.18 |
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 $ 6.00-11.99 698 5.00 $ 6.00-11.99 698 7.87 12.00-17.99 564,376 2.43 12.00-17.99 564,376 16.88 30.00-35.99 36,800 1.92 30.00.35.99 36,800 33.00 36.00-41.99 5,309 0.24 36.00-41.99 5,309 38.40 48.00-53.99 14,026 0.42 48.00-53.99 14,026 49.07 54.00-55.99 38,543 1.20 54.00-55.99 38,543 57.60 60.00-65.99 281 1.87 60.00-65.99 281 62.40 66.00-71.99 656 1.57 66.00-71.99 656 67.20 84.00-89.99 833 0.49 84.00-89.99 833 86.40 661,522 2.27 661,522 $ 21.15 |
Schedule of Common Stock Warrants - Registered | June 30, 2024 June 30, 2023 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 1.93 $ 33.00 495,917 33.00 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
BASIS OF PRESENTATION | ||
Accumulated Deficit | $ (133,096,568) | $ (123,581,714) |
DEBT (Details Narrative)
DEBT (Details Narrative) - Short Term Debt [Member] - USD ($) $ in Millions | 1 Months Ended | ||
Mar. 05, 2024 | Feb. 14, 2023 | Jun. 30, 2024 | |
Principal amount | $ 287,533 | ||
Monthly down payment | $ 59,562 | $ 69,666 | |
Short term laon | $ 517,560 | $ 605,600 | |
Annual interest rate | 8.50% | 8.40% |
DEFERRED RD OBLIGATIONS PARTI_2
DEFERRED RD OBLIGATIONS PARTICIPATION AGREEMENTS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
DEFERRED RD OBLIGATIONS PARTICIPATION AGREEMENTS | ||||
Research and development expense | $ 0 | $ 309,400 | $ 0 | $ 434,430 |
Contra R&D expense related to personnel and third-party expenses | $ 0 | $ 77,391 | $ 0 | $ 108,665 |
STOCKHOLDERS EQUITY (DEFICIT)_2
STOCKHOLDERS EQUITY (DEFICIT) (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Expected Volatility | 122.46% | 112.28% | 122.46% | 112.28% |
Expected Dividends | 0% | 0% | 0% | 0% |
Expected Term | 5 years 3 months 18 days | 5 years 3 months 18 days | ||
Risk Free Rate | 4.29% | 3.88% | 4.29% | 3.88% |
Minimum [Member] | ||||
Expected Term | 5 years | 5 years | ||
Maximum [Member] | ||||
Expected Term | 5 years 2 months 12 days | 5 years 2 months 12 days |
STOCKHOLDERS EQUITY (DEFICIT)_3
STOCKHOLDERS EQUITY (DEFICIT) (Details 1) - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Unregistered warrants [Member] | ||
Number of options outstanding, beginning | 671,448 | 267,013 |
Number of options issued | 698 | 65,000 |
Number of options outstanding, ending | 661,522 | 232,260 |
Weighted average exercise price outstanding, beginning | $ 21.59 | $ 47.10 |
Weighted average exercise price issued | 7.87 | 17.46 |
Weighted average exercise price outstanding, ending | $ 21.15 | $ 39.18 |
Number of options exercised | 0 | 0 |
Number of options expired | (10,624) | (99,753) |
Weighted average exercise price expired | $ 48 | $ 46.20 |
Warrant Registered | ||
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 |
2019 Stock Incentive Plan | ||
Number of options outstanding, beginning | 292,515 | 281,637 |
Number of options Forfeited | (292,515) | 0 |
Number of options issued | 1,031,425 | 10,878 |
Number of options outstanding, ending | 1,031,425 | 292,515 |
Weighted average exercise price outstanding, beginning | $ 35.56 | $ 36.29 |
Weighted average exercise price issued | 7.96 | 0 |
Weighted average exercise price Forfeited | 35.56 | 16.74 |
Weighted average exercise price outstanding, ending | $ 7.96 | $ 35.56 |
STOCKHOLDERS EQUITY (DEFICIT)_4
STOCKHOLDERS EQUITY (DEFICIT) (Details 2) - Unregistered Warrant [Member] | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Number of options outstanding | 661,522 |
Average weighted remaining contructual life in years | 2 years 3 months 7 days |
Number of exercisable options | 661,522 |
Weighted average exercise price exercisable | $ / shares | $ 21.15 |
54.00-55.99 | |
Number of options outstanding | 38,543 |
Average weighted remaining contructual life in years | 1 year 2 months 12 days |
Number of exercisable options | 38,543 |
Weighted average exercise price exercisable | $ / shares | $ 57.60 |
Exercise price range | 54.00-55.99 |
60.00-65.99 | |
Number of options outstanding | 281 |
Average weighted remaining contructual life in years | 1 year 10 months 13 days |
Number of exercisable options | 281 |
Weighted average exercise price exercisable | $ / shares | $ 62.40 |
Exercise price range | 60.00-65.99 |
84.00-89.99 | |
Number of options outstanding | 833 |
Average weighted remaining contructual life in years | 5 months 26 days |
Number of exercisable options | 833 |
Weighted average exercise price exercisable | $ / shares | $ 86.40 |
Exercise price range | 84.00-89.99 |
6.00-11.99 | |
Number of options outstanding | 698 |
Average weighted remaining contructual life in years | 5 years |
Number of exercisable options | 698 |
Weighted average exercise price exercisable | $ / shares | $ 7.87 |
Exercise price range | 6.00-11.99 |
12.00-17.99 | |
Number of options outstanding | 564,376 |
Average weighted remaining contructual life in years | 2 years 5 months 4 days |
Number of exercisable options | 564,376 |
Weighted average exercise price exercisable | $ / shares | $ 16.88 |
Exercise price range | 12.00-17.99 |
30.00-35.99 | |
Number of options outstanding | 36,800 |
Average weighted remaining contructual life in years | 1 year 11 months 1 day |
Number of exercisable options | 36,800 |
Weighted average exercise price exercisable | $ / shares | $ 33 |
Exercise price range | 30.00.35.99 |
36.00-41.99 | |
Number of options outstanding | 5,309 |
Average weighted remaining contructual life in years | 2 months 26 days |
Number of exercisable options | 5,309 |
Weighted average exercise price exercisable | $ / shares | $ 38.40 |
Exercise price range | 36.00-41.99 |
48.00-53.99 | |
Number of options outstanding | 14,026 |
Average weighted remaining contructual life in years | 5 months 1 day |
Number of exercisable options | 14,026 |
Weighted average exercise price exercisable | $ / shares | $ 49.07 |
Exercise price range | 48.00-53.99 |
66.00-71.99 | |
Number of options outstanding | 656 |
Average weighted remaining contructual life in years | 1 year 6 months 25 days |
Number of exercisable options | 656 |
Weighted average exercise price exercisable | $ / shares | $ 67.20 |
Exercise price range | 66.00-71.99 |
STOCKHOLDERS EQUITY (DEFICIT)_5
STOCKHOLDERS EQUITY (DEFICIT) (Details 3) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Option Outstanding and exercisable [Member] | |
Number of options outstanding | 1,031,425 |
Weighted average remaining contractual life (in years) | 9 years 9 months 29 days |
Number of exercisable options | 1,031,425 |
Weighted average exercise price exercisable | $ / shares | $ 7.96 |
Exercise price range | 6.00-11.99 |
2019 Stock Incentive Plan | |
Number of options outstanding | 1,031,425 |
Weighted average remaining contractual life (in years) | 9 years 9 months 29 days |
Number of exercisable options | 1,031,425 |
Weighted average exercise price exercisable | $ / shares | $ 7.96 |
Exercise price range | 6.00-11.99 |
STOCKHOLDERS EQUITY (DEFICIT)_6
STOCKHOLDERS EQUITY (DEFICIT) (Details 4) - Registered Warrant - 33.00 | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Exercise price range | 33.00 |
Number of exercisable Register warrant | 495,917 |
Number of exercisable options | 495,917 |
Weighted average exercise price exercisable term | 1 year 11 months 4 days |
Weighted average exercise price exercisable | $ / shares | $ 33 |
STOCKHOLDERS EQUITY (DEFICIT)_7
STOCKHOLDERS EQUITY (DEFICIT) (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jun. 11, 2024 | Jun. 05, 2024 | May 31, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Expected Volatility | 122.46% | 112.28% | 122.46% | 112.28% | ||||
Expected Dividends | 0% | 0% | 0% | 0% | ||||
Expected Term | 5 years 3 months 18 days | 5 years 3 months 18 days | ||||||
Risk Free Rate | 4.29% | 3.88% | 4.29% | 3.88% | ||||
Expenses for General and Administration | $ 5,977,277 | $ 1,385,102 | $ 6,952,851 | $ 2,953,478 | ||||
Expenses for Research and Developement | $ 2,252,325 | $ 442,113 | $ 2,565,092 | $ 843,910 | ||||
Common stock shares issuance | 140,553 | |||||||
Stock options grnated | 65,268 | 65,268 | ||||||
Proceed from related party | $ 790,781 | |||||||
Employee Stock Option Replacement Program [Member] | ||||||||
Expected Volatility | 122.46% | |||||||
Restricted stock were granted under the director equity plan | 10,878 | 10,878 | ||||||
Outstanding number of option | 230,064 | |||||||
Compensation expense | $ 227,808 | $ 469,911 | ||||||
Common stock option shares approved | 981,174 | |||||||
Compensation expense award grant | 5,055,552 | |||||||
Expected Dividends | 0% | |||||||
Expected Term | 10 years | |||||||
Risk Free Rate | 4.29% | |||||||
Equity Incentive Plan the 2021 Plan [Member] | ||||||||
Proceed from stock issuances | $ 875,000 | |||||||
Incentive plan, description | the Company to such non-employee director, will not exceed $750,000 in total value or, in the event such non-employee director is first appointed or elected to the Board during such calendar year, $1,000,000 in total value | |||||||
2021 Incentive Plan [Member] | ||||||||
Shares remain available to be issued | 261,090 | |||||||
Stock options, issued | 292,515 | 1,031,425 | 1,031,425 | |||||
Incentive plan, description | the aggregate number of shares of common stock available for issuance under the 2021 Plan is initially set at 1,000,000 shares; this number is automatically increased each January 1st by an amount equal to 5% of the number of common stock shares outstanding at that date, resulting in an increase in available shares under the 2021 Plan at January 1, 2024 of 119,117. On May 31, 2024, the Company’s Board of Directors amended the 2021 Plan such that the total number of shares of common stock available for issuance under the 2021 Plan would be 1,000,000 as of that date, an additional increase of 789,324 shares | |||||||
2021 [Member] | Black Scholes Pricing Model [Member] | ||||||||
Average weighted remaining contructual life in years | 10 years | |||||||
Common Stock Options [Member] | Equity Incentive Plan the 2021 Plan [Member] | ||||||||
Awarded number of restricted stock | 1,031,425 | |||||||
Compensation expense | $ 5,394,367 | $ 5,487,178 | ||||||
Common Stock Options [Member] | CEO 2023 Equity Award [Member] | ||||||||
Expected Volatility | 122.46% | |||||||
Awarded number of restricted stock | 50,251 | |||||||
Awarded number of restricted stock per share | $ 7.96 | |||||||
Due amount for exchange of stock option | $ 400,000 | |||||||
Compensation expense | $ 338,815 | |||||||
Expected Dividends | 0% | |||||||
Expected Term | 5 years | |||||||
Risk Free Rate | 4.29% | |||||||
Warrant [Member] | ||||||||
Common stock shares issuance | 698 | |||||||
Director Equity Plan [Member] | ||||||||
Shares remain available to be issued | 429,510 | 429,510 | ||||||
9 Private Investors [Member] | ||||||||
Common stock shares issuance | 83,887 | |||||||
Proceed from related party | $ 659,999 | |||||||
29 Private Investors [Member] | ||||||||
Common stock shares issuance | 491,186 | |||||||
Proceed from related party | $ 1,763,325 | |||||||
Stock Compensation Plan [Member] | ||||||||
Compensation expense | 7,549,655 | $ 227,808 | 7,661,759 | $ 469,911 | ||||
Expenses for General and Administration | 5,524,075 | 5,601,531 | ||||||
Expenses for Research and Developement | 2,025,580 | 2,060,228 | ||||||
Restricted Stock Awards [Member] | ||||||||
Awarded number of restricted stock issue values | $ 50,000 | |||||||
Awarded number of restricted stock | 37,688 | 445,490 | ||||||
Awarded number of restricted stock per share | $ 7.96 | |||||||
Awarded number of restricted stock issue to non-employee directors | 18,819 | 426,671 | ||||||
Restricted Stock Awards [Member] | Director Stock Option Replacement Program [Member] | ||||||||
Restricted stock were granted under the director equity plan | 127,364 | |||||||
Outstanding number of option | 62,451 | |||||||
Recognized expense stock option replacement program | 678,268 | |||||||
Awarded number of restricted stock issue values | $ 300,000 | |||||||
Compensation expense | $ 16,188 | |||||||
Restricted Stock Awards [Member] | Stock Award in Lieu of Unpaid Directors Fees [Member] | ||||||||
Restricted stock were granted under the director equity plan | 261,619 | |||||||
Recognized expense stock option replacement program | $ 1,160,832 | |||||||
Awarded number of restricted stock per share | $ 7.96 | |||||||
Non-employee board members fee | $ 172,670 | |||||||
wrote off related party accounts payable | $ 172,670 | $ 172,670 | ||||||
Description related to unpaid director fees | unpaid amounts were grossed up for taxes at an assumed tax rate of 45% and the number of shares was determined based on the Company’s closing stock price on December 29, 2023 of $1.20 per share |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
INCOME TAX | ||
Income tax expense | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |
Aug. 09, 2024 | Jul. 01, 2024 | |
Private Transactions Second [Member] | ||
Common shares issued | 2,080 | |
Warrant shares issued | 208 | |
Proceeds from issue of share and warrant | $ 16,752 | |
Private Transactions Third [Member] | ||
Common shares issued | 25,000 | |
Warrant shares issued | 2,500 | |
Proceeds from issue of share and warrant | 201,250 | |
Private Transactions One [Member] | ||
Common shares issued | 20,000 | |
Warrant shares issued | 2,000 | |
Proceeds from issue of share and warrant | $ 156,800 |