Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 12, 2022 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | LIVE CURRENT MEDIA INC. | |
Entity Central Index Key | 0001108630 | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Jun. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Entity Common Stock, Shares Outstanding | 160,559,027 | |
Entity Current Reporting Status | Yes | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-29929 | |
Entity Incorporation, State or Country Code | Z4 | |
Entity Address, Address Line One | 10801 Thornmint Road | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 92127 | |
City Area Code | 604 | |
Local Phone Number | 648-0500 | |
Entity Tax Identification Number | 88-0346310 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 1,118,207 | $ 9,773 |
Prepaid expenses and other current assets | 109,228 | 9,538 |
Total Current Assets | 1,227,435 | 19,311 |
Fixed assets, net | 40,770 | 12,749 |
Intangible assets, net | 8,420,322 | 0 |
Other assets | 23,354 | 14,728 |
Total Assets | 9,711,881 | 46,788 |
Current Liabilities | ||
Accounts payable | 266,160 | 397,187 |
Accrued expenses | 29,801 | 91,565 |
Accrued rent payable | 140,000 | 256,519 |
Accrued interest payable | 33,824 | 11,992 |
Deferred subscription revenue | 47,999 | 34,202 |
Convertible notes | 1,628,276 | 0 |
Secured promissory note | 0 | 38,000 |
Right to use lease liability | 0 | 133,525 |
Total Current Liabilities | 2,146,060 | 962,990 |
Convertible notes | 0 | 2,715,343 |
Interest payable | 0 | 210,013 |
Right to use lease liability | 0 | 171,763 |
Total Liabilities | 2,146,060 | 4,060,109 |
Commitments and contingencies | ||
Stockholders' Deficit: | ||
Preferred stock No par value; 1,189,664 shares authorized; nil and 907,232 issued and outstanding, respectively | 0 | 4,121,206 |
Common stock $0.001 par value; 500,000,000 shares authorized; 160,559,027 and 951,488 shares issued and outstanding, respectively | 160,559 | 951 |
Stock subscription receivable | 0 | (87,190) |
Additional paid in capital | 18,475,971 | 243,725 |
Accumulated deficit | (11,070,709) | (8,292,013) |
Total Stockholders' Deficit | 7,565,821 | (4,013,321) |
Total Liabilities and Stockholders' Deficit | $ 9,711,881 | $ 46,788 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, No Par Value | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 1,189,664 | 1,189,664 |
Preferred Stock, Shares Issued | 0 | 907,232 |
Preferred Stock, Shares Outstanding | 0 | 907,232 |
Common Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 160,559,027 | 951,488 |
Common Stock, Shares, Outstanding | 160,559,027 | 951,488 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Operations [Abstract] | ||||
Revenues | $ 67,428 | $ 109,190 | $ 154,970 | $ 233,997 |
Operating Expenses | ||||
Software and platform development costs | 43,948 | 80,246 | 144,281 | 173,910 |
Professional fees | 358,001 | 9,267 | 1,206,420 | 36,693 |
Depreciation and amortization | 6,431 | 4,876 | 11,468 | 9,698 |
Wages and salaries | 328,100 | 6,803 | 1,328,914 | 28,011 |
Advertising | 92,416 | 1,285 | 93,827 | 3,595 |
General and administrative | 188,085 | 36,170 | 245,134 | 95,834 |
Total Operating Expenses | 1,016,981 | 138,647 | 3,030,044 | 347,741 |
Loss from Operations | (949,553) | (29,457) | (2,875,074) | (113,744) |
Other income (expense) | ||||
Interest expense | (187,495) | (29,377) | (223,180) | (64,618) |
Forgiveness of subscription and interest receivable | 0 | 0 | (96,432) | 0 |
Gain on forgiveness of CARES Act loan | 0 | 0 | 0 | 265,952 |
Impairment of right to use lease asset | 0 | (354,895) | 0 | (354,895) |
Change in fair value of warrants | (28,165) | 0 | (28,165) | 0 |
Gain on settlement of lease liability | 439,230 | 0 | 439,230 | 0 |
Other miscellaneous income (expense), net | 3,926 | (62) | 4,925 | (1,898) |
Total other income (expense) | 227,496 | (384,334) | 96,378 | (155,459) |
Income (Loss) Before Income Taxes | (722,057) | (413,791) | (2,778,696) | (269,203) |
Income Taxes | 0 | 0 | 0 | 0 |
Net Income (Loss) | $ (722,057) | $ (413,791) | $ (2,778,696) | $ (269,203) |
Net Loss per Common Share: | ||||
Basic net loss per common share | $ (0.01) | $ (0.43) | $ (0.04) | $ (0.28) |
Diluted net loss per common share | $ (0.01) | $ (0.43) | $ (0.04) | $ (0.28) |
Weighted average number of basic common shares outstanding | 122,587,794 | 951,488 | 951,488 | |
Weighted average number of diluted common shares outstanding | 122,587,794 | 951,488 | 62,134,378 | 951,488 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid In Capital [Member] | Stock Subscription Receivable [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Dec. 31, 2020 | $ 4,121,206 | $ 951 | $ 216,516 | $ (87,190) | $ (7,899,684) | $ (3,648,201) |
Beginning Balance (in shares) at Dec. 31, 2020 | 907,232 | 951,488 | ||||
Net income (loss) | 144,588 | 144,588 | ||||
Stock-based compensation | 6,802 | 6,802 | ||||
Ending Balance at Mar. 31, 2021 | $ 4,121,206 | $ 951 | 223,318 | (87,190) | (7,755,096) | (3,496,811) |
Ending Balance (in shares) at Mar. 31, 2021 | 907,232 | 951,488 | ||||
Beginning Balance at Dec. 31, 2020 | $ 4,121,206 | $ 951 | 216,516 | (87,190) | (7,899,684) | (3,648,201) |
Beginning Balance (in shares) at Dec. 31, 2020 | 907,232 | 951,488 | ||||
Net income (loss) | (269,203) | |||||
Ending Balance at Jun. 30, 2021 | $ 4,121,206 | $ 951 | 230,121 | (87,190) | (8,168,887) | (3,903,799) |
Ending Balance (in shares) at Jun. 30, 2021 | 907,232 | 951,488 | ||||
Beginning Balance at Mar. 31, 2021 | $ 4,121,206 | $ 951 | 223,318 | (87,190) | (7,755,096) | (3,496,811) |
Beginning Balance (in shares) at Mar. 31, 2021 | 907,232 | 951,488 | ||||
Net income (loss) | (413,791) | (413,791) | ||||
Stock-based compensation | 6,803 | 6,803 | ||||
Ending Balance at Jun. 30, 2021 | $ 4,121,206 | $ 951 | 230,121 | (87,190) | (8,168,887) | (3,903,799) |
Ending Balance (in shares) at Jun. 30, 2021 | 907,232 | 951,488 | ||||
Beginning Balance at Dec. 31, 2021 | $ 4,121,206 | $ 951 | 243,725 | (87,190) | (8,292,013) | (4,013,321) |
Beginning Balance (in shares) at Dec. 31, 2021 | 907,232 | 951,488 | ||||
Net income (loss) | (2,056,639) | (2,056,639) | ||||
Stock-based compensation | 324 | 324 | ||||
Forgiveness of subscription receivable | 87,190 | 87,190 | ||||
Ending Balance at Mar. 31, 2022 | $ 4,121,206 | $ 951 | 244,049 | (10,348,652) | (5,982,446) | |
Ending Balance (in shares) at Mar. 31, 2022 | 907,232 | 951,488 | ||||
Beginning Balance at Dec. 31, 2021 | $ 4,121,206 | $ 951 | 243,725 | $ (87,190) | (8,292,013) | (4,013,321) |
Beginning Balance (in shares) at Dec. 31, 2021 | 907,232 | 951,488 | ||||
Net income (loss) | $ (2,778,696) | |||||
Options exercised on a cashless basis (shares) | 56,044 | |||||
Ending Balance at Jun. 30, 2022 | $ 160,559 | 18,475,971 | (11,070,709) | $ 7,565,821 | ||
Ending Balance (in shares) at Jun. 30, 2022 | 160,559,027 | |||||
Beginning Balance at Mar. 31, 2022 | $ 4,121,206 | $ 951 | 244,049 | (10,348,652) | (5,982,446) | |
Beginning Balance (in shares) at Mar. 31, 2022 | 907,232 | 951,488 | ||||
Net income (loss) | (722,057) | $ (722,057) | ||||
Preferred shares | $ (4,121,206) | $ 907 | 4,120,299 | |||
Preferred shares (shares) | (907,232) | 907,232 | (907,232) | |||
Convertible debt and accrued interest to shares of common stock | $ 585 | 3,582,485 | $ 3,583,070 | |||
Convertible debt and accrued interest to shares of common stock (shares) | 584,984 | 584,984 | ||||
Common stock payable | $ 220 | 1,019,782 | $ 1,020,002 | |||
Common stock payable (shares) | 220,440 | 220,440 | ||||
Options exercised on a cashless basis | $ 126 | (126) | ||||
Options exercised on a cashless basis (shares) | 125,459 | |||||
Recapitalization | $ 157,770 | 9,508,482 | $ 9,666,252 | |||
Recapitalization (shares) | 157,769,424 | |||||
Issuance of warrants | 1,000 | 1,000 | ||||
Ending Balance at Jun. 30, 2022 | $ 160,559 | $ 18,475,971 | $ (11,070,709) | $ 7,565,821 | ||
Ending Balance (in shares) at Jun. 30, 2022 | 160,559,027 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ (2,778,696) | $ (269,203) |
Adjustments to reconcile net income (loss) to net cash used by operating activities | ||
Depreciation | 11,468 | 9,698 |
Amortization of debt discount | 186,685 | 0 |
Stock based compensation | 326 | 13,605 |
Professional fees paid with convertible debt | 613,250 | 0 |
Wages and salaries paid with stock payable | 964,000 | 0 |
Stock subscription and interest receivables forgiven | 96,432 | 0 |
Impairment of lease asset | 0 | 354,895 |
Change in fair value of warrants | 28,165 | 0 |
Gain on settlement of lease liability | (439,230) | 0 |
Gain on forgiveness of CARES Act note | 0 | (265,952) |
Change in: | ||
Prepaid expenses | (93,871) | (1,708) |
Other assets | (4,678) | 0 |
Accounts payable | (212,821) | 94,177 |
Accrued expenses | (39,482) | (43,709) |
Accrued rent payable | 17,422 | 59,879 |
Deferred subscription revenue | 13,797 | 4,699 |
Accrued interest payable | 32,462 | 59,998 |
Net cash provided (used) by operating activities | (1,604,771) | 16,379 |
Cash Flows From Investing Activities: | ||
Additions to fixed assets | (39,489) | 0 |
Cash acquired upon acquisition | 2,355,065 | |
Acquisition of intangible | (14,123) | |
Net cash used by investing activities | 2,301,453 | 0 |
Cash Flows From Financing Activities: | ||
Issuance of senior secured promissory notes | 400,000 | 0 |
Borrowings under vendor financing | 43,000 | 0 |
Payments on promissory note | (30,000) | (18,000) |
Payments on vendor financing | (15,032) | 0 |
Proceeds from issuance of warrant | 1,000 | |
Proceeds from exercise of stock options | 12,784 | 0 |
Net cash provided by financing activities | 411,752 | (18,000) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1,108,434 | (1,621) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 9,773 | 10,226 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 1,118,207 | 8,605 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Convertible note issued for accrued expenses | 17,917 | 0 |
Convertible note issued for accounts payable | 0 | 11,095 |
Stock payable issued for accrued liabilities | 33,768 | 0 |
Stock payable issued for interest payable | 1,450 | 0 |
Stock payable issued for promissory note | $ 8,000 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation [Text Block] | 1. Organization and Basis of Presentation Nature of Business: Live Current Media, Inc. (the "Company") was incorporated under the laws of the State of Nevada on October 10, 1995. On April 22, 2022, the Company completed a reverse triangular merger (the "Merger") with Evasyst, Inc. ("KAST") and the Company's wholly owned subsidiary formed for the purpose of completing the Merger, Evasyst Acquisition Inc. ("LIVC Sub"). As part of the Merger, LIVC Sub merged with and into KAST, with KAST continuing as the surviving corporation. Upon completion of the Merger, all of the previously outstanding shares of KAST common stock were automatically converted into the right to receive 125,000,000 shares of the Company's common stock, and each share of LIVC Sub common stock was converted into one share of KAST common stock. As a result of the Merger, the former stockholders of KAST owned approximately 77% the Company's common stock. Pursuant to the Agreement and Plan of Merger dated January 20, 2022 among the Company, KAST and LIVC Sub (the "Merger Agreement"), John da Costa and Amir Vahabzadeh resigned as directors of the Company and Mark Ollila, Heidi Steiger, Leslie S. Klinger, Justin Weissberg and Annamaria Rapakko were appointed to the board of directors. Pursuant to the Merger Agreement, on completion of the Merger, David Jeffs resigned as CEO and CFO of the Company and Mark Ollila was appointed as new CEO and Chairman of the board of directors and Steve Smith was appointed as CFO of the Company. Mr. Jeffs continues to act as President and as a director of the Company. Heidi Steiger was subsequently appointed Chair uananimously on June 21, 2022. Although the Company was the legal acquirer of KAST, under generally accepted accounting principles, the Merger was accounted for as a reverse acquisition, with KAST being treated as the acquiring entity for accounting and financial reporting purposes. As used herein, "Live Current" refers to the Company as it existed prior to the completion of the Merger. The purchase price consideration and provisional allocation to net assets acquired is presented below. Fair value of consideration transferred $ 9,666,250 Recognized amounts of identifiable assets acquired: Cash and cash equivalents $ 2,355,065 Prepaid expenses and other assets 405,819 Warrant 32,113 Intangible assets and goodwill 8,406,199 11,199,196 Liabilities assumed: Accounts payable (81,794 ) Accrued interest payable (8,127 ) Convertible notes (1,443,025 ) (1,532,946 ) Net identifiable assets $ 9,666,250 Consideration transferred is comprised 35,559,027 shares of common stock with a fair value of $9,423,142 held by Live Current’s shareholders on the date of the merger plus the fair value of 1,300,000 outstanding Live Current stock options. The fair value of the stock options calculated using the Black Scholes option model with the following variables: exercise price $0.10, stock price - $0.265, weighted average volatility – 148.28%, discount rate – 0.43%, and weighted average term of 0.67 years. The Company is in the process of finalizing the allocation of the consideration to individual net assets acquired. The Company is currently determining the fair value of domain names, and licensing agreements that were acquired. Excess consideration received over the fair value of net assets acquired will be assigned to goodwill. From acquisition date through June 30, 2022, Live Current had no earnings and incurred a net loss of $291,797. The pro forma financial information below represents the combined results of operations for the year ended December 31, 2021 as if the acquisition had occurred as of January 1, 2021. Based on preliminary assessment of net assets acquired, no intangible assets with definite lives have been identified thus no amortization of such intangibles is reflected in the pro forma information. The unaudited pro forma financial information is presented for informational purposes only and is neither indicative of the results of operations that would have occurred if the acquisition had taken place at the beginning of the period presented nor indicative of future operating results. For the three month period For the six month period June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Revenue $ 67,428 $ 109,190 $ 154,970 $ 233,997 Earnings $ (767,545 ) $ (546,477 ) $ (3,038,995 ) $ (723,884 ) Basis of Presentation: The condensed consolidated financial statements, including notes, of the Company are representations of the Company's management, which is responsible for their integrity and objectivity. The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, as well as the instructions to Form 10-Q. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results for the interim periods reported. The balance sheet at December 31, 2021 was derived from audited annual consolidated financial statements but does not contain all of the footnote disclosures from the annual consolidated financial statements. All amounts presented are in U.S. dollars. The results of operations for the six month period ended June 30, 2022 are not necessarily indicative of the results expected for the full fiscal year or for any other fiscal period. The Company estimates that for 2022 the anticipated effective annual federal income tax rate will be 0%. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of June 30, 2022, the Company has not achieved profitable operations, has incurred recurring operating losses and further losses are possible. The Company has an accumulated deficit of approximately $11.1 million. The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to further develop its business. To date, the Company has funded operations through the issuance of capital stock and debt. Management plans to continue raising additional funds through equity or debt financings and loans from directors. There is no certainty that further funding will be available as needed. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern. The ability of the Company to continue its operations as a going concern is dependent upon its ability to raise sufficient new capital to fund its operating commitments and ongoing losses and ultimately on generating profitable operations. The consolidated financial statements do not include any adjustments to be recorded to assets or liabilities that might be necessary should the Company be unable to continue as a going concern. Net Loss per Share: The Company calculates basic earnings (loss) per share by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding. We do not include the impact of any potentially dilutive common stock equivalents in our basic earnings (loss) per share calculations. Diluted earnings per share reflect potentially dilutive common stock equivalents, including options and warrants that could share in our earnings through the conversion of common shares, except where their inclusion would be anti-dilutive. For the six month periods ended June 30, 2022 and 2021, the Company had the following securities are excluded from the calculation of diluted income per share as their effect would have been anti-dilutive to the net loss for the periods. June 30, 2022 June 30, 2021 Stock options 1,300,000 181,503 Restricted stock units - 398,897 Warrants 5,684,292 - Convertible notes 7,579,059 Nil Preferred stock - 907,232 14,563,351 1,487,632 Consolidation The Company’s consolidated financial statements include the accounts of its wholly-owned subsidiaries Live Current Media Inc. and Domain Holdings Inc. The Company has three wholly owned subsidiaries Perfume.com Inc. and Rabbit Asset Purchase Corp and Neverthink Asset Purchase Corp. All intercompany balances and transactions are eliminated in consolidation. New Accounting Pronouncements: Accounting standards that have been issued by the Financial Accounting Standards Board that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Notes Payable [Abstract] | |
Convertible Notes [Text Block] | 2. Convertible Notes Upon completion of the Merger on April 22, 2022, the Company assumed the accounting acquiree, Live Current's, convertible debt obligations. The debt was incurred by Live Current during the three month period ended March 31, 2022 and is described below. On February 15, 2022 ("February Notes") and March 28, 2022 ("March Notes" and, together with the February Notes, the "Notes"), the Live Current issued convertible promissory notes that bear interest of 4.0% and have a term of two years. Both the February Notes and the March Notes have an initial conversion price to the Company's common stock of $0.34 per share. The Notes were issued with an original issue discount. In addition, in connection with the issuance of the February Notes, the Company paid a cash fee of $120,000 and issued 221,402 shares of its common stock with a fair value of $62,213,.96 to registered broker dealers. Along with the Notes, the Company also issued warrants to purchase up to 5,684,292 shares of common stock at an exercise price of $0.60 per share for a term of five years from the date of issuance. Upon issuance of the Notes, the Company recognized total debt discount of $1,182,540 which will be amortized over the term of the debt using the interest method. During the three month period ended June 30, 2022, the Company recognized $25,708 in interest expense and $185,250 in financing costs associated with the amortization of the debt discount. The Company may close a second tranche of the February Notes having a face value of $1,080,000 and warrants to purchase up to an additional 2,382,353 shares of the Company's common stock for gross proceeds of $1,000,000. Closing of the second tranche of the February Notes is conditional upon certain conditions precedent. There is no assurance that second tranche of February Notes will be completed or sold. The Company may prepay the Notes (i) at any time during the first 90 days following closing at the face value of the, (ii) at any time during the period from 91 to 180 days following closing at a premium of 110% of the face value, and (iii) thereafter at 120% of the face value. The February Notes contain a number of customary events of default. Additionally, the February Notes are secured by all of the assets of the Company, including a lien on and security interest in all of the issued and outstanding equity interests of the wholly-owned subsidiaries of the Company. The March Notes are unsecured. |
Secured Promissory Notes
Secured Promissory Notes | 6 Months Ended |
Jun. 30, 2022 | |
Debt Instruments [Abstract] | |
Secured Promissory Notes [Text Block] | 3. Secured Promissory Notes During 2020, the Company entered into secured promissory notes with Shanon Prum and Mark Ollila, president of the Company, for $50,000 and $10,000, respectively. Interest on the notes is 18% and the notes were due in October 2021. The notes are collateralized by all of the Company's cash, accounts receivable, contracts, inventory and other property. Mr. Ollila was a guarantor of Mr. Prum's note. During the six month period ended June 30, 2022, Mr. Prum's note was paid in full along with accrued interest for a total payment of $41,124. On March 29, 2022, the Company authorized the exchange of Mr. Ollila's note and accrued interest of $8,000 and $1,450, respectively, into shares of the Company's common stock for a total of $9,450. The balances of the promissory notes at June 30, 2022 and December 31, 2021 are nil and $38,000, respectively. Interest expense on the notes to Mr. Prum and Mr. Ollila during the three and six month periods ended June 30, 2022 and 2021 was $582 and $2,024 respectively. |
Evasyst Convertible Notes
Evasyst Convertible Notes | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Notes [Abstract] | |
Evasyst Convertible Notes [Text Block] | 4. Evasyst Convertible Notes In 2022, prior to the completion of the Merger on April 22, 2022, the Company issued additional convertible notes with the same terms as existing convertible notes as follows: Consulting expense $ 613,250 Accrued wages 17,917 $ 631,167 The convertible notes issued for consulting were to satisfy payables due for expenses incurred by Leawood VC Fund LP and Fairmont Capital, Inc., entities associated with major shareholders of the Company. The related consulting services were associated with the Merger on April 22, 2022. The fair value of the consulting expenses was based upon the number of Company shares the debtholder ultimately received upon conversion of the notes multiplied by the trading price of the shares on the date of the note. At merger date, April 22, 2022 and December 31, 2021, the balance of convertible debt was $3,346,510 and $2,715,343, respectively. Related accrued interest was nil and $210,013, respectively. During the three months ended June 30, 2022, all convertible notes and accrued interest were converted into 584,984 shares of common stock in connection with the completion of the Merger. At the Merger date, April 22, 2022 and December 31, 2021, convertible notes and accrued interest payable were due to the following related parties as follows: Convertible Debt Accrued Interest Payable April 22, December 31, April 22, December 31, Mark Ollila CEO, Director $ 11,905 $ 11,905 $ 833 $ 596 Company associated with Michael Gibbons Director 550,000 550,000 55,681 44,756 Leawood VC Fund 1 LP > 5% shareholder 250,000 250,000 26,911 21,945 Trust associated with Stephen Petilli Director 100,000 100,000 9,619 7,633 $ 911,905 $ 911,905 $ 93,044 $ 74,930 |
Equity
Equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Equity [Text Block] | 5. Equity The Company issued no shares in 2022 of its preferred or common stock during through the merger date. Nor were any shares issued during three month periods ended March 31, 2021. At merger date, the Company has the following stock payable amounts that represent shares of common stock to be issued: Authorized by board during March 29, 2022 meeting: Compensation to Mr. Ollila $ 750,000 Compensation to Justin Weissberg, Chairman of the Company 214,000 964,000 In exchange for: Promissory note due to Mr. Ollila 8,000 Accrued interest due to Mr. Ollila 1,450 Accrued wages due to Mr. Ollila 24,768 Accrued wages due to Mr. Weissberg 9,000 1,007,218 Stock options exercised during the three month period ended March 31, 2022 12,784 Stock payable at March 31, 2022 $ 1,020,002 The shares authorized to be issued to Mr. Ollila and Mr. Weissberg for compensation on March 29, 2022 were subsequently modified on April 20, 2022 to include vesting terms over a period of eight years. Upon completion of the Merger, all vesting of Evasyst shares were accelerated as consistent with the Company’s Stock Plan. For the three month period ended March 31, 2022, Mr. Ollila and Mr. Weissberg's compensation was calculated based upon the number of Live Current shares that each individual received upon the merger multiplied by the trading price of Live Current shares on the date of the board authorized the compensation. During the three months ended June 30, 2022, the Company issued 220,440 shares of common stock to settle the stock payable prior to its merger with Live Current. Stock options During the six month periods ended June 30, 2022 and 2021, no options were granted, expired or forfeited. During the six month period ended June 30, 2022, 56,044 options were exercised for total proceeds of $12,784. In early April 2022, the remaining 125,459 outstanding options were exercised on a cashless basis. Preferred stock During the three month period ended June 30, 2022, all of the Company's outstanding preferred stock was converted into 907,232 shares of the Company's common stock in connection with the Company's merger with Live Current. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases [Text Block] | 6. Leases The Company leases its office in San Diego. The lease, as amended in 2019 and 2020, is for a term of four years and expires in January 2024. The initial ROU asset and liability recorded in 2019 relating to this lease were calculated based on the future lease payments due under the lease discounted using an estimated incremental borrowing rate of 12.0%. In February 2021, the Company vacated the premises and pursuant to the terms of the lease agreement, was considered in default. As a result, the remaining balances of the ROU asset and of $354,895 was recognized as an impairment expense during the six months ended June 30, 2021. Under the lease agreement, the Company was still obligated to pay the required lease payments. At December 31, 2021, the balance due under the agreement was $256,519. The Company is in discussions with the lessor to settle the amount due. As of June 30, 2022, based on discussions, management estimates that the Company will pay $140,000 to settle the liability with the lessor. The Company recognized a gain on settlement of lease of $439,230 during the three month period ended June 30, 2022 to reduce total outstanding liabilities associated with the lease of $579,230 ($305,669 in accrued rent payable and $273,561 in right to use lease liability) to $140,000. For the six month periods ended June 30, 2022 and 2021, rent expense of $17,422 and $59,878, respectively, on this lease was recognized. In February 2022, the Company entered into a short term lease for an office space with payments due of $5,039 per month. Rent expense of $30,234 was recognized during the six month period ended June 30, 2022. |
CARES Act Loan
CARES Act Loan | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
CARES Act Loan [Text Block] | 7. CARES Act Loan On May 1, 2020, the Company received a loan of $265,952 pursuant to the Paycheck Protection Program (the "PPP") under Division A, Title I of the CARES Act, which was enacted March 27, 2020. The loan, which was in the form of a note dated May 1, 2020 had an original maturity date on April 30, 2022 and an interest rate of 1% per annum. It is anticipated that the loan will be forgiven under the provisions of the CARES Act because the Company used the funds for qualifying expenses. Qualifying expenses included payroll costs, costs used to continue group health care benefits, rent, and utilities. The amount of the PPP loan was recognized as gain on forgiveness of the CARES Act loan during the three month period ended March 31, 2021 when the Company receives formal notification of forgiveness. |
Equity Investment and Royalties
Equity Investment and Royalties | 6 Months Ended |
Jun. 30, 2022 | |
Equity Investment And Royalties [Abstract] | |
Equity Investment and Royalties [Text Block] | 8. Equity Investment and Royalties Upon the completion of the Merger on April 22, 2022, the Company acquired Live Current's investment in warrants of Cell MedX Corp ("CMXC"). On March 21, 2019, Live Current entered an agreement with CMXC to purchase the direct rights to distribute the eBalance device from CMXC. On January 29, 2020 Live Current and CMXC entered a buyback agreement to sell the exclusive distribution rights to the eBalance microcurrent device back to CMXC. On June 30, 2022, the fair value of the warrants was $3,948. The Company recognized a change in the fair value of the warrant of a loss of $28,165 during the three and six month period ended June 30, 2022. The fair value of the warrants at June 30, 2022 was calculated based on the following assumptions. Assumptions: Risk-free rate (%) 0.09 Expected stock price volatility (%) 161.30 Expected dividend yield (%) 0 Expected life of options (years) 0.58 The sales price included a retained royalty on future sales of the eBalance device capped at US$507,500 and share purchase warrants for 2,000,000 shares of CMXC of which 1,000,000 are exercisable at $0.50 and 1,000,000 exercisable at $1.00. As at June 30, 2022, the Company's equity investment consists of 2,000,000 share purchase warrants. Each CMXC share purchase warrant is exercisable for a period of three years, expiring on January 31, 2023. CMXC has the right to accelerate the expiry date of the warrants based on the trading price of CMXC's shares. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business: [Policy Text Block] | Nature of Business: Live Current Media, Inc. (the "Company") was incorporated under the laws of the State of Nevada on October 10, 1995. On April 22, 2022, the Company completed a reverse triangular merger (the "Merger") with Evasyst, Inc. ("KAST") and the Company's wholly owned subsidiary formed for the purpose of completing the Merger, Evasyst Acquisition Inc. ("LIVC Sub"). As part of the Merger, LIVC Sub merged with and into KAST, with KAST continuing as the surviving corporation. Upon completion of the Merger, all of the previously outstanding shares of KAST common stock were automatically converted into the right to receive 125,000,000 shares of the Company's common stock, and each share of LIVC Sub common stock was converted into one share of KAST common stock. As a result of the Merger, the former stockholders of KAST owned approximately 77% the Company's common stock. Pursuant to the Agreement and Plan of Merger dated January 20, 2022 among the Company, KAST and LIVC Sub (the "Merger Agreement"), John da Costa and Amir Vahabzadeh resigned as directors of the Company and Mark Ollila, Heidi Steiger, Leslie S. Klinger, Justin Weissberg and Annamaria Rapakko were appointed to the board of directors. Pursuant to the Merger Agreement, on completion of the Merger, David Jeffs resigned as CEO and CFO of the Company and Mark Ollila was appointed as new CEO and Chairman of the board of directors and Steve Smith was appointed as CFO of the Company. Mr. Jeffs continues to act as President and as a director of the Company. Heidi Steiger was subsequently appointed Chair uananimously on June 21, 2022. Although the Company was the legal acquirer of KAST, under generally accepted accounting principles, the Merger was accounted for as a reverse acquisition, with KAST being treated as the acquiring entity for accounting and financial reporting purposes. As used herein, "Live Current" refers to the Company as it existed prior to the completion of the Merger. The purchase price consideration and provisional allocation to net assets acquired is presented below. Fair value of consideration transferred $ 9,666,250 Recognized amounts of identifiable assets acquired: Cash and cash equivalents $ 2,355,065 Prepaid expenses and other assets 405,819 Warrant 32,113 Intangible assets and goodwill 8,406,199 11,199,196 Liabilities assumed: Accounts payable (81,794 ) Accrued interest payable (8,127 ) Convertible notes (1,443,025 ) (1,532,946 ) Net identifiable assets $ 9,666,250 Consideration transferred is comprised 35,559,027 shares of common stock with a fair value of $9,423,142 held by Live Current’s shareholders on the date of the merger plus the fair value of 1,300,000 outstanding Live Current stock options. The fair value of the stock options calculated using the Black Scholes option model with the following variables: exercise price $0.10, stock price - $0.265, weighted average volatility – 148.28%, discount rate – 0.43%, and weighted average term of 0.67 years. The Company is in the process of finalizing the allocation of the consideration to individual net assets acquired. The Company is currently determining the fair value of domain names, and licensing agreements that were acquired. Excess consideration received over the fair value of net assets acquired will be assigned to goodwill. From acquisition date through June 30, 2022, Live Current had no earnings and incurred a net loss of $291,797. The pro forma financial information below represents the combined results of operations for the year ended December 31, 2021 as if the acquisition had occurred as of January 1, 2021. Based on preliminary assessment of net assets acquired, no intangible assets with definite lives have been identified thus no amortization of such intangibles is reflected in the pro forma information. The unaudited pro forma financial information is presented for informational purposes only and is neither indicative of the results of operations that would have occurred if the acquisition had taken place at the beginning of the period presented nor indicative of future operating results. For the three month period For the six month period June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Revenue $ 67,428 $ 109,190 $ 154,970 $ 233,997 Earnings $ (767,545 ) $ (546,477 ) $ (3,038,995 ) $ (723,884 ) |
Basis of Presentation: [Policy Text Block] | Basis of Presentation: The condensed consolidated financial statements, including notes, of the Company are representations of the Company's management, which is responsible for their integrity and objectivity. The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, as well as the instructions to Form 10-Q. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results for the interim periods reported. The balance sheet at December 31, 2021 was derived from audited annual consolidated financial statements but does not contain all of the footnote disclosures from the annual consolidated financial statements. All amounts presented are in U.S. dollars. The results of operations for the six month period ended June 30, 2022 are not necessarily indicative of the results expected for the full fiscal year or for any other fiscal period. The Company estimates that for 2022 the anticipated effective annual federal income tax rate will be 0%. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of June 30, 2022, the Company has not achieved profitable operations, has incurred recurring operating losses and further losses are possible. The Company has an accumulated deficit of approximately $11.1 million. The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to further develop its business. To date, the Company has funded operations through the issuance of capital stock and debt. Management plans to continue raising additional funds through equity or debt financings and loans from directors. There is no certainty that further funding will be available as needed. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern. The ability of the Company to continue its operations as a going concern is dependent upon its ability to raise sufficient new capital to fund its operating commitments and ongoing losses and ultimately on generating profitable operations. The consolidated financial statements do not include any adjustments to be recorded to assets or liabilities that might be necessary should the Company be unable to continue as a going concern. |
Net Loss per Share: [Policy Text Block] | Net Loss per Share: The Company calculates basic earnings (loss) per share by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding. We do not include the impact of any potentially dilutive common stock equivalents in our basic earnings (loss) per share calculations. Diluted earnings per share reflect potentially dilutive common stock equivalents, including options and warrants that could share in our earnings through the conversion of common shares, except where their inclusion would be anti-dilutive. For the six month periods ended June 30, 2022 and 2021, the Company had the following securities are excluded from the calculation of diluted income per share as their effect would have been anti-dilutive to the net loss for the periods. June 30, 2022 June 30, 2021 Stock options 1,300,000 181,503 Restricted stock units - 398,897 Warrants 5,684,292 - Convertible notes 7,579,059 Nil Preferred stock - 907,232 14,563,351 1,487,632 |
Consolidation [Policy Text Block] | Consolidation The Company’s consolidated financial statements include the accounts of its wholly-owned subsidiaries Live Current Media Inc. and Domain Holdings Inc. The Company has three wholly owned subsidiaries Perfume.com Inc. and Rabbit Asset Purchase Corp and Neverthink Asset Purchase Corp. All intercompany balances and transactions are eliminated in consolidation. |
New Accounting Pronouncements: [Policy Text Block] | New Accounting Pronouncements: Accounting standards that have been issued by the Financial Accounting Standards Board that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of purchase price consideration and provisional allocation to net assets acquired [Table Text Block] | Fair value of consideration transferred $ 9,666,250 Recognized amounts of identifiable assets acquired: Cash and cash equivalents $ 2,355,065 Prepaid expenses and other assets 405,819 Warrant 32,113 Intangible assets and goodwill 8,406,199 11,199,196 Liabilities assumed: Accounts payable (81,794 ) Accrued interest payable (8,127 ) Convertible notes (1,443,025 ) (1,532,946 ) Net identifiable assets $ 9,666,250 |
Schedule of pro forma financial information [Table Text Block] | For the three month period For the six month period June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Revenue $ 67,428 $ 109,190 $ 154,970 $ 233,997 Earnings $ (767,545 ) $ (546,477 ) $ (3,038,995 ) $ (723,884 ) |
Schedule of securities are excluded from the calculation of diluted income per share [Table Text Block] | June 30, 2022 June 30, 2021 Stock options 1,300,000 181,503 Restricted stock units - 398,897 Warrants 5,684,292 - Convertible notes 7,579,059 Nil Preferred stock - 907,232 14,563,351 1,487,632 |
Evasyst Convertible Notes (Tabl
Evasyst Convertible Notes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Notes [Abstract] | |
Schedule of additional convertible notes [Table Text Block] | Consulting expense $ 613,250 Accrued wages 17,917 $ 631,167 |
Schedule of convertible notes and accrued interest payable [Table Text Block] | Convertible Debt Accrued Interest Payable April 22, December 31, April 22, December 31, Mark Ollila CEO, Director $ 11,905 $ 11,905 $ 833 $ 596 Company associated with Michael Gibbons Director 550,000 550,000 55,681 44,756 Leawood VC Fund 1 LP > 5% shareholder 250,000 250,000 26,911 21,945 Trust associated with Stephen Petilli Director 100,000 100,000 9,619 7,633 $ 911,905 $ 911,905 $ 93,044 $ 74,930 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock payable amounts [Table Text Block] | Authorized by board during March 29, 2022 meeting: Compensation to Mr. Ollila $ 750,000 Compensation to Justin Weissberg, Chairman of the Company 214,000 964,000 In exchange for: Promissory note due to Mr. Ollila 8,000 Accrued interest due to Mr. Ollila 1,450 Accrued wages due to Mr. Ollila 24,768 Accrued wages due to Mr. Weissberg 9,000 1,007,218 Stock options exercised during the three month period ended March 31, 2022 12,784 Stock payable at March 31, 2022 $ 1,020,002 |
Equity Investment and Royalti_2
Equity Investment and Royalties (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity Investment And Royalties [Abstract] | |
Schedule of stock options, valuation assumptions [Table Text Block] | Assumptions: Risk-free rate (%) 0.09 Expected stock price volatility (%) 161.30 Expected dividend yield (%) 0 Expected life of options (years) 0.58 |
Organization and Basis of Pre_4
Organization and Basis of Presentation (Narrative) (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Apr. 22, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||||||
Net income (loss) | $ 291,797 | $ 722,057 | $ 2,056,639 | $ 413,791 | $ (144,588) | $ 2,778,696 | $ 269,203 | ||
Federal income tax rate | 0% | ||||||||
Accumulated deficit | $ 11,070,709 | $ 11,070,709 | $ 11,070,709 | $ 8,292,013 | |||||
KAST [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of shares in right to receive | 125,000,000 | ||||||||
Ownership percentage | 77% | ||||||||
Number of common shares issued | 35,559,027 | ||||||||
Fair value of common shares issued | $ 9,423,142 | ||||||||
Options outstanding | 1,300,000 | ||||||||
Exercise price | $ 0.1 | ||||||||
Stock price | $ 0.265 | ||||||||
Weighted average volatility | 148.28% | ||||||||
Discount rate | 0.43% | ||||||||
Weighted average term | 8 months 1 day |
Organization and Basis of Pre_5
Organization and Basis of Presentation - Schedule of assets acquired and liabilities assumed (Details) - KAST [Member] | Apr. 22, 2022 USD ($) |
Business Acquisition [Line Items] | |
Fair value of consideration transferred | $ 9,666,250 |
Recognized amounts of identifiable assets acquired: | |
Cash and cash equivalents | 2,355,065 |
Prepaid expenses and other assets | 405,819 |
Warrant | 32,113 |
Intangible assets and goodwill | 8,406,199 |
Assets acquired, Total | 11,199,196 |
Liabilities assumed: | |
Accounts payable | (81,794) |
Accrued interest payable | (8,127) |
Convertible notes | (1,443,025) |
Liabilities assumed, Total | (1,532,946) |
Net identifiable assets | $ 9,666,250 |
Organization and Basis of Pre_6
Organization and Basis of Presentation - Schedule of pro-forma financial information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Revenue | $ 67,428 | $ 109,190 | $ 154,970 | $ 233,997 |
Earnings | $ (767,545) | $ (546,477) | $ (3,038,995) | $ (723,884) |
Organization and Basis of Pre_7
Organization and Basis of Presentation - Schedule of anti-dilutive securities are excluded from the calculation of diluted income per share (Details) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 14,563,351 | 1,487,632 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,300,000 | 181,503 |
Restricted stock units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 398,897 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 5,684,292 | 0 |
Convertible notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 7,579,059 | 0 |
Preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 907,232 |
Convertible Notes (Narrative) (
Convertible Notes (Narrative) (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Feb. 15, 2022 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||
Convertible notes, payment terms | (i) at any time during the first 90 days following closing at the face value of the, (ii) at any time during the period from 91 to 180 days following closing at a premium of 110% of the face value, and (iii) thereafter at 120% of the face value. The February Notes contain a number of customary events of default. Additionally, the February Notes are secured by all of the assets of the Company, including a lien on and security interest in all of the issued and outstanding equity interests of the wholly-owned subsidiaries of the Company. | |
Options exercised (Shares) | 56,044 | |
Convertible Promissory February Notes [Member] | ||
Debt Instrument [Line Items] | ||
Original issue discount | $ 120,000 | |
Convertible Promissory February and March Notes [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes, interest rate per annum | 4% | |
Convertible notes, maturity period | 2 years | |
Initial conversion price | $ 0.34 | |
Number of shares issued as brokerage fee | 221,402 | |
Value of shares issued as brokerage fee | $ 62,213.96 | |
Warrants to purchase shares of common | 5,684,292 | |
Warrant exercise price | $ 0.6 | |
Term of warrants | 5 years | |
Unamortized debt discount | $ 1,182,540 | |
Interest expense | 25,708 | |
Financing costs | $ 185,250 | |
Second Tranche [Member] | Convertible Promissory February Notes [Member] | ||
Debt Instrument [Line Items] | ||
Convertible Note, face value | $ 1,080,000 | |
Number of common shares called by warrants | 2,382,353 | |
Proceeds from Issuance of Common Stock | $ 1,000,000 |
Secured Promissory Notes (Narra
Secured Promissory Notes (Narrative) (Details) - Secured promissory notes [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Mar. 29, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||||
Convertible Note, face value | $ 0 | $ 0 | $ 38,000 | ||||
Shanon Prum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Convertible Note, face value | 41,124 | 41,124 | $ 50,000 | ||||
Convertible notes, interest rate per annum | 18% | ||||||
Mark Ollila [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Convertible Note, face value | $ 8,000 | $ 10,000 | |||||
Convertible notes, interest rate per annum | 18% | ||||||
Accrued interest of debt | 1,450 | ||||||
Value of shares issued on conversion of secured promissory notes | $ 9,450 | ||||||
Mr Prum And Mr Ollila [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense of debt | $ 582 | $ 2,024 | $ 582 | $ 2,024 |
Evasyst Convertible Notes (Narr
Evasyst Convertible Notes (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Jun. 30, 2022 | Apr. 22, 2022 | Dec. 31, 2021 | |
Convertible Notes [Abstract] | |||
Convertible debt | $ 0 | $ 3,346,510 | $ 2,715,343 |
Accrued interest on convertible debt | $ 0 | $ 0 | $ 210,013 |
Conversion of common stock related to convertible notes and accrued interest | 584,984 |
Evasyst Convertible Notes - Sch
Evasyst Convertible Notes - Schedule of additional convertible notes (Details) | Apr. 22, 2022 USD ($) |
Convertible Notes [Abstract] | |
Consulting expense | $ 613,250 |
Accrued wages | 17,917 |
Additional convertible notes issued | $ 631,167 |
Evasyst Convertible Notes - S_2
Evasyst Convertible Notes - Schedule of convertible notes and accrued interest payable (Details) - USD ($) | Apr. 22, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Convertible Debt | $ 911,905 | $ 911,905 |
Accrued Interest Payable | 93,044 | 74,930 |
Mark Ollila [Member] | ||
Debt Instrument [Line Items] | ||
Convertible Debt | 11,905 | 11,905 |
Accrued Interest Payable | 833 | 596 |
Company associated with Michael Gibbons [Member] | ||
Debt Instrument [Line Items] | ||
Convertible Debt | 550,000 | 550,000 |
Accrued Interest Payable | 55,681 | 44,756 |
Leawood VC Fund 1 LP [Member] | ||
Debt Instrument [Line Items] | ||
Convertible Debt | 250,000 | 250,000 |
Accrued Interest Payable | 26,911 | 21,945 |
Trust associated with Stephen Petilli [Member] | ||
Debt Instrument [Line Items] | ||
Convertible Debt | 100,000 | 100,000 |
Accrued Interest Payable | $ 9,619 | $ 7,633 |
Equity (Narrative) (Details)
Equity (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Apr. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | ||||
Number of common stock issued to settle stock payable | 220,440 | |||
Number of stock options exercised | 56,044 | |||
Proceeds from options exercised | $ 12,784 | $ 0 | ||
Options exercised on cashless basis | 125,459 | |||
Preferred stock converted | 907,232 |
Equity - Schedule of stock paya
Equity - Schedule of stock payable amounts (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Mar. 29, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Class of Stock [Line Items] | ||||
Compensation | $ 964,000 | $ 0 | ||
Stock options exercised during the three month period ended March 31, 2022 | $ 12,784 | $ 0 | ||
Equity Option [Member] | ||||
Class of Stock [Line Items] | ||||
Compensation | $ 964,000 | |||
Stock options exercised during the three month period ended March 31, 2022 | $ 12,784 | |||
Stock payable | 1,007,218 | $ 1,020,002 | ||
Equity Option [Member] | Mr. Ollila [Member] | ||||
Class of Stock [Line Items] | ||||
Compensation | 750,000 | |||
Promissory note due | 8,000 | |||
Accrued interest due | 1,450 | |||
Accrued wages due | 24,768 | |||
Equity Option [Member] | Mr. Weissberg [Member] | ||||
Class of Stock [Line Items] | ||||
Compensation | 214,000 | |||
Accrued wages due | $ 9,000 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Feb. 28, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 29, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Leases [Abstract] | ||||||||
Estimated incremental borrowing rate | 12% | |||||||
Impairment expense on ROU asset | $ 0 | $ 354,895 | $ 0 | $ 354,895 | ||||
Accrued rent payable | 140,000 | 140,000 | $ 256,519 | |||||
Gain on settlement of lease | 439,230 | $ 0 | 439,230 | 0 | ||||
Total outstanding liabilities, operating lease | 140,000 | 140,000 | $ 579,230 | |||||
Accrued rent payable | 305,669 | 305,669 | ||||||
Right to use lease liability | $ 273,561 | 273,561 | ||||||
Rent expense | 17,422 | $ 59,878 | ||||||
Monthly payments | $ 5,039 | |||||||
Rent expense for short term lease | $ 30,234 |
CARES Act Loan (Narrative) (Det
CARES Act Loan (Narrative) (Details) - Paycheck Protection Program [Member] | May 01, 2020 USD ($) |
Debt Instrument [Line Items] | |
Amount of loan received | $ 265,952 |
Loan interest rate | 1% |
Equity Investment and Royalti_3
Equity Investment and Royalties (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jan. 29, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value loss on warrant | $ 28,165 | $ 0 | $ 28,165 | $ 0 | |
Cell MedX Corp. [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of warrants | 3,948 | 3,948 | |||
Fair value loss on warrant | $ 28,165 | $ 28,165 | |||
Amount of retained royalty on future sales | $ 507,500 | ||||
Number of warrants issued | 2,000,000 | 2,000,000 | 2,000,000 | ||
Term of warrant | 3 years | 3 years | |||
Cell MedX Corp. [Member] | Warrant exercise price 0.50 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of warrants issued | 1,000,000 | ||||
Warrant exercise price | $ 0.5 | ||||
Cell MedX Corp. [Member] | Warrant exercise price 1.00 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of warrants issued | 1,000,000 | ||||
Warrant exercise price | $ 1 |
Equity Investment and Royalti_4
Equity Investment and Royalties - Schedule of stock options, valuation assumptions (Details) - Cell MedX Corp. [Member] | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free rate (%) | 0.09% |
Expected stock price volatility (%) | 161.30% |
Expected dividend yield (%) | 0% |
Expected life of options (years) | 6 months 29 days |