Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 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 | Sep. 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 | Q3 | |
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 ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 41,436 | $ 9,773 |
Prepaid expenses and other current assets | 80,339 | 9,538 |
Total current assets | 121,775 | 19,311 |
Fixed assets, net | 79,595 | 12,749 |
Intangible assets and goodwill (provisional) | 8,406,199 | 0 |
Other assets | 45,172 | 14,728 |
Total assets | 8,652,741 | 46,788 |
Current liabilities | ||
Accounts payable | 433,468 | 397,187 |
Accrued expenses | 398 | 91,565 |
Accrued rent payable | 180,000 | 256,519 |
Accrued interest payable | 59,807 | 11,992 |
Deferred subscription revenue | 35,195 | 34,202 |
Convertible notes, net of discount | 1,749,653 | 0 |
Secured promissory notes | 110,322 | 38,000 |
Operating lease liability | 0 | 133,525 |
Total current liabilities | 2,568,843 | 962,990 |
Convertible notes | 0 | 2,715,343 |
Interest payable | 0 | 210,013 |
Operating lease liability | 0 | 171,763 |
Total liabilities | 2,568,843 | 4,060,109 |
Commitments and contingencies | ||
Stockholders' equity (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 42,635,457 shares issued and outstanding, respectively | 160,559 | 42,635 |
Stock subscription receivable | 0 | (87,190) |
Additional paid in capital | 18,475,971 | 202,041 |
Accumulated deficit | (12,552,632) | (8,292,013) |
Total stockholders' equity (deficit) | 6,083,898 | (4,013,321) |
Total liabilities and stockholders' equity (deficit) | $ 8,652,741 | $ 46,788 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 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 | 42,635,457 |
Common Stock, Shares, Outstanding | 160,559,027 | 42,635,457 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Operations [Abstract] | ||||
Revenues | $ 75,402 | $ 116,821 | $ 230,372 | $ 350,818 |
Operating expenses | ||||
Software and platform development costs | 62,994 | 43,090 | 207,275 | 217,000 |
Professional fees | 513,994 | 54,424 | 1,720,414 | 91,117 |
Depreciation and amortization | 6,307 | 4,984 | 17,775 | 14,682 |
Wages and salaries | 504,718 | 6,802 | 1,833,632 | 34,813 |
Advertising | 78,093 | 0 | 171,920 | 3,595 |
General and administrative | 215,423 | 4,985 | 460,557 | 100,819 |
Loss on cancellation of subscription and interest receivable | 0 | 0 | 96,432 | 0 |
Gain on settlement of lease liability | 40,000 | 0 | (399,230) | 0 |
Impairment of right to use asset | 0 | 0 | 0 | 354,895 |
Total operating expenses | 1,421,529 | 114,285 | 4,108,775 | 816,921 |
Income (loss) from operations | (1,346,127) | 2,536 | (3,878,403) | (466,103) |
Other income (expense) | ||||
Interest expense | (148,780) | (30,589) | (371,960) | (95,207) |
Gain on forgiveness of PPP Loan | 0 | 0 | 0 | 265,952 |
Change in fair value of warrants | 7,933 | 0 | (20,232) | 0 |
Other income (expense), net | 5,051 | 754 | 9,976 | (1,144) |
Total other income (expense) | (135,796) | (29,835) | (382,216) | 169,601 |
Net loss | $ (1,481,923) | $ (27,299) | $ (4,260,619) | $ (296,502) |
Net Loss per Common Share: | ||||
Basic net loss per common share | $ (0.01) | $ 0 | $ (0.04) | $ (0.01) |
Diluted net loss per common share | $ (0.01) | $ 0 | $ (0.04) | $ (0.01) |
Weighted average number of basic common shares outstanding | 160,559,027 | 42,635,457 | 112,435,806 | 42,635,457 |
Weighted average number of diluted common shares outstanding | 160,559,027 | 42,635,457 | 112,435,806 | 42,635,457 |
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 | $ 42,635 | $ 174,832 | $ (87,190) | $ (7,899,684) | $ (3,648,201) |
Beginning Balance (in shares) at Dec. 31, 2020 | 907,232 | 42,635,457 | ||||
Net loss | 144,588 | 144,588 | ||||
Stock-based compensation | 6,802 | 6,802 | ||||
Ending Balance at Mar. 31, 2021 | $ 4,121,206 | $ 42,635 | 181,634 | (87,190) | (7,755,096) | (3,496,811) |
Ending Balance (in shares) at Mar. 31, 2021 | 907,232 | 42,635,457 | ||||
Beginning Balance at Dec. 31, 2020 | $ 4,121,206 | $ 42,635 | 174,832 | (87,190) | (7,899,684) | (3,648,201) |
Beginning Balance (in shares) at Dec. 31, 2020 | 907,232 | 42,635,457 | ||||
Net loss | (296,502) | |||||
Ending Balance at Sep. 30, 2021 | $ 4,121,206 | $ 42,635 | 195,239 | (87,190) | (8,196,186) | (3,924,296) |
Ending Balance (in shares) at Sep. 30, 2021 | 907,232 | 42,635,457 | ||||
Beginning Balance at Mar. 31, 2021 | $ 4,121,206 | $ 42,635 | 181,634 | (87,190) | (7,755,096) | (3,496,811) |
Beginning Balance (in shares) at Mar. 31, 2021 | 907,232 | 42,635,457 | ||||
Net loss | (413,791) | (413,791) | ||||
Stock-based compensation | 6,803 | 6,803 | ||||
Ending Balance at Jun. 30, 2021 | $ 4,121,206 | $ 42,635 | 188,437 | (87,190) | (8,168,887) | (3,903,799) |
Ending Balance (in shares) at Jun. 30, 2021 | 907,232 | 42,635,457 | ||||
Net loss | (27,299) | (27,299) | ||||
Stock-based compensation | 6,802 | 6,802 | ||||
Ending Balance at Sep. 30, 2021 | $ 4,121,206 | $ 42,635 | 195,239 | (87,190) | (8,196,186) | (3,924,296) |
Ending Balance (in shares) at Sep. 30, 2021 | 907,232 | 42,635,457 | ||||
Beginning Balance at Dec. 31, 2021 | $ 4,121,206 | $ 42,635 | 202,041 | (87,190) | (8,292,013) | (4,013,321) |
Beginning Balance (in shares) at Dec. 31, 2021 | 907,232 | 42,635,457 | ||||
Net loss | (2,056,639) | (2,056,639) | ||||
Stock-based compensation | 324 | 324 | ||||
Cancellation of stock subscription receivable | 87,190 | 87,190 | ||||
Ending Balance at Mar. 31, 2022 | $ 4,121,206 | $ 42,635 | 202,365 | (10,348,652) | (5,982,446) | |
Ending Balance (in shares) at Mar. 31, 2022 | 907,232 | 42,635,457 | ||||
Beginning Balance at Dec. 31, 2021 | $ 4,121,206 | $ 42,635 | 202,041 | $ (87,190) | (8,292,013) | (4,013,321) |
Beginning Balance (in shares) at Dec. 31, 2021 | 907,232 | 42,635,457 | ||||
Net loss | (4,260,619) | |||||
Ending Balance at Sep. 30, 2022 | $ 160,559 | 18,475,971 | (12,552,632) | 6,083,898 | ||
Ending Balance (in shares) at Sep. 30, 2022 | 160,559,027 | |||||
Beginning Balance at Mar. 31, 2022 | $ 4,121,206 | $ 42,635 | 202,365 | (10,348,652) | (5,982,446) | |
Beginning Balance (in shares) at Mar. 31, 2022 | 907,232 | 42,635,457 | ||||
Preferred shares | $ (4,121,206) | $ 40,652 | 4,080,554 | |||
Preferred shares (shares) | (907,232) | 40,652,380 | ||||
Convertible debt and accrued interest to shares of common stock | $ 26,213 | 3,556,857 | 3,583,070 | |||
Convertible debt and accrued interest to shares of common stock (shares) | 26,212,690 | |||||
Common stock payable | $ 9,878 | 1,010,124 | 1,020,002 | |||
Common stock payable (shares) | 9,877,750 | |||||
Options exercised on a cashless basis | $ 5,622 | (5,622) | 0 | |||
Options exercised on a cashless basis (shares) | 5,621,723 | |||||
Net loss | (722,057) | (722,057) | ||||
Shares assumed as a result of reverse acquisition | $ 35,559 | 9,630,693 | 9,666,252 | |||
Shares assumed as a result of reverse acquisition (shares) | 35,559,027 | |||||
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 | |||||
Net loss | (1,481,923) | (1,481,923) | ||||
Ending Balance at Sep. 30, 2022 | $ 160,559 | $ 18,475,971 | $ (12,552,632) | $ 6,083,898 | ||
Ending Balance (in shares) at Sep. 30, 2022 | 160,559,027 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (4,260,619) | $ (296,502) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 17,775 | 14,682 |
Amortization of debt discount | 334,046 | 0 |
Stock based compensation | 326 | 20,407 |
Professional fees paid with convertible notes payable | 613,250 | 0 |
Compensation paid with common stock payable | 964,000 | 0 |
Loss on cancellation of subscription and interest receivable | 96,432 | 0 |
Impairment of right of use asset | 0 | 354,895 |
Change in fair value of warrants | 20,232 | 0 |
Gain on settlement of lease liability | (399,230) | 0 |
Gain on forgiveness of PPP loan | 0 | (265,952) |
Change in: | ||
Prepaid expenses | (64,982) | (2,098) |
Other assets | (4,678) | 0 |
Accounts payable | (45,513) | 104,767 |
Accrued expenses | (40,917) | (55,530) |
Accrued rent payable | 17,422 | 70,978 |
Deferred subscription revenue | 993 | (4,644) |
Accrued interest payable | 32,461 | 85,045 |
Net cash provided by (used in) by operating activities | (2,719,002) | 26,048 |
Cash Flows From Investing Activities: | ||
Additions to fixed assets | (84,225) | 0 |
Cash acquired upon reverse acquisition | 2,355,065 | 0 |
Acquisition of intangible | (14,281) | 0 |
Net cash provided by investing activities | 2,256,559 | 0 |
Cash Flows From Financing Activities: | ||
Proceeds from secured promissory notes | 533,000 | 0 |
Payments on secured promissory notes | (52,678) | (18,000) |
Proceeds from issuance of warrant | 1,000 | 0 |
Proceeds from exercise of stock options | 12,784 | 0 |
Net cash provided by used in financing activities | 494,106 | (18,000) |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 31,663 | 8,048 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 9,773 | 10,226 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 41,436 | 18,274 |
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 Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies [Text Block] | 1. Organization and Summary of Significant Accounting Policies Nature of Business Live Current Media, Inc. was incorporated under the laws of the State of Nevada on October 10, 1995. Evasyst Inc. ("Evasyst") was a private company founded on August 18, 2017, in San Diego California, that operates a social video application called KAST. On April 22, 2022, Live Current Media completed its reverse acquisition with Evasyst (the "Merger"), and the business conducted by Evasyst became the primary business conducted by the Company (see Note 2). As used herein, "Live Current" refers to the Company as it existed prior to the Merger, and the "Company" refers to the consolidated accounts of Live Current and its wholly owned subsidiary Evasyst after the Merger. Going concern The accompanying consolidated financial statements prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has not achieved profitable operations and has incurred recurring operating losses. For the nine months ended September 30, 2022, the Company incurred a net loss of $4,260,619 and used cash in operating activities of $2,719,002. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern within one year after the date the financial statements are issued. 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. The consolidated financial statements do not include any adjustments hat might result from the outcome of this uncertainty should the Company be unable to continue as a going concern. COVID-19 As of the date of this filing, there continues to be concern regarding the ongoing impacts and disruptions caused by the COVID-19 pandemic in the regions in which the Company operates. Although the impacts of the pandemic on our business have not been material to date, a prolonged downturn in economic conditions as a result of the pandemic could have a material adverse effect on our customers and demand for our services and products. At this time, it is not possible for the Company to predict the duration or magnitude of the impacts of the pandemic, or other outbreaks of communicable diseases, on the Company's business, financial condition and results of operations. Inflation and Economic Disruption Our business is dependent in part on general economic conditions. Many jurisdictions in which our customers are located have experienced and could continue to experience unfavorable general economic conditions, such as inflation, increased interest rates and recessionary concerns, which could negatively affect demand for our products. Under difficult economic conditions, customers may seek to cease spending on our services and products, which could negatively affect our financial performance. We cannot predict the timing or magnitude of an economic slowdown or the timing or strength of any economic recovery. These and other economic factors could have a material adverse effect on our business, financial condition, and results of operations. Basis of Presentation The unaudited 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 ("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 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 presentation 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 contained in the Company's Form 8-K/A filed with the Securities and Exchange Commission on July 8, 2022. All amounts presented are in U.S. dollars. The results of operations for the nine months ended September 30, 2022, are not necessarily indicative of the results expected for the full fiscal year or for any other fiscal period. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation. Use of Estimates The preparation of the Company's financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. On an ongoing basis, management reviews its estimates and, if deemed appropriate, those estimates are adjusted. Significant estimates include those related to assumptions used in valuing assets acquired in business acquisitions, impairment testing of goodwill and other long-term assets, assumptions used in valuing stock-based compensation, the valuation allowance for deferred tax assets, accruals for potential liabilities, and assumptions used in the determination of the Company's liquidity. Actual results could differ materially from those estimates. Revenue Recognition The Company recognizes revenue based on contracts with customers. A customer contract exists when both parties have approved the contract and are committed to perform their respective obligations, each party's rights can be identified, payment terms can be identified, the contract has commercial substance, and it is probable the Company will collect substantially all of the consideration to which it is entitled. The Company derives revenue primarily from subscription- based services. Revenues are recognized when control of these services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. During 2020, the Company's wholly owned subsidiary Evasyst began to offer a premium subscription service to its users by form of a monthly or annual contract. Subscription services revenue is comprised of subscription fees that provide the paying user the right to access the Company's preferred features as a "Premium User", for a period of time. The Company has determined such access represents a stand-ready service provided continually throughout the contract term. As such, control and satisfaction of this stand-ready performance obligation is deemed to occur over time. The Company's subscription contracts include an annual option, beginning on the date that access is made available to the customer. The passage of time is deemed to be the most faithful depiction of the transfer of control of the services as the customer simultaneously receives and consumes the benefit provided by the Company's performance. Subscription contracts are either one month or twelve months in length, billed either monthly or annually, all in advance, which coincides with the terms of the agreement. The Company recognizes deferred revenue at each period end for contracts that have subscriptions that have been paid but expire after period end. At September 30, 2022 and December 31, 2021, the amount of deferred subscription revenue was $35,195 and $34,202, respectively. The Company's subscription contracts do not have a significant financing component and customer invoices are paid upfront. There is no significant variable consideration related to these arrangements. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether transfer of control to customers has occurred. Intangible Assets and Goodwill (Provisional) At September 30, 2022, the Company is in the process of finalizing the allocation of the consideration to net assets acquired in relation to the reverse acquisition between Live Current and Evasyst (see Note 2), including determining the fair value of domain names, and licensing agreements that were acquired. Excess consideration over the fair value of net assets acquired will be assigned to goodwill. At September 30, 2022, management concluded that there were no impairment triggering events. If economic uncertainty increases and/or the global economy worsens, the Company's business, financial condition and results of operations may be sufficiently impacted to result in future impairment charges in the short-term. Management will continue to monitor the effects that macroeconomic conditions have on its business and operations, and will review impairment indicators to the extent necessary in the upcoming months. Leases The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company's right to use an underlying asset during the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. Stock-Based Compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. Stock option grants, which are generally time or performance vested, are measured at the grant date fair value and depending on the conditions associated with the vesting of the award, compensation cost is recognized on a straight-line or graded basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life, and future dividends. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. Income Taxes The Company uses an asset and liability approach for accounting and reporting for income taxes that allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The Company's policy is to recognize interest and/or penalties related to income tax matters in income tax expense. Fair Value of Financial Instruments Accounting standards require certain assets and liabilities be reported at fair value in the financial statements and provide a framework for establishing that fair value. Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value: Level 1 Level 2 Level 3 The Company believes the carrying amount of its financial instruments (consisting of cash, accounts receivable, accounts payable and accrued liabilities, and convertible notes) approximates fair value due to the short-term nature of such instruments. 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. The Company does not include the impact of any potentially dilutive common stock equivalents in its 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 three- and nine-month periods ended September 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. September 30, 2022 September 30, 2021 Stock options 1,100,000 181,503 Restricted stock units - 398,897 Warrants 5,684,292 - Convertible notes 7,579,059 - Preferred stock - 907,232 14,363,351 1,487,632 Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06 ("ASU 2020-06") "Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)." ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the effective interest rate of convertible debt instruments will be closer to the coupon interest rate. Further, the diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. For contracts in an entity's own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 will be effective January 1, 2024, for the Company and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method. Effective January 1, 2021, the Company early adopted ASU 2020-06 and that adoption did not have an impact on our financial statements and the related disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements. |
Reverse Acquisition
Reverse Acquisition | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Reverse Acquisition [Text Block] | 2. Reverse Acquisition On April 22, 2022, Live Current completed its merger with Evasyst pursuant to the terms of a merger agreement dated January 20, 2022, by which a wholly-owned subsidiary of Live Current merged with and into Evasyst, with Evasyst continuing as a wholly-owned subsidiary of Live Current (the "Merger"), and the business conducted by Evasyst became the primary business conducted by the Live Current. Live Current and Evasyst are collectively referred to as the "Company" after the Merger. Prior to the Merger, Evasyst had 2,789,603 shares of common stock outstanding. Upon completion of the Merger, the 2,789,603 outstanding shares of Evasyst's common stock were automatically converted into the right to receive an aggregate of 125,000,000 newly issued shares of Live Current’s common stock. In substance, this results in a forward 44.81 to 1 stock split of Evasyst’s shares of common stock. Accordingly, all common shares, stock options, stock warrants and per share amounts in these condensed consolidated financial statements and footnotes for Evasyst and the Company have been adjusted retroactively to reflect the in substance stock split for all periods presented. Following the Merger, Live Current's shareholders retained 35,559,027 shares of the Company's common stock, which represents 22% of the Company's common stock, and the former stockholders of Evasyst own 125,000,000 of the Company, which represents approximately 78% the Company's common stock. Following the Merger, two former directors of Live Current resigned, and five new directors were appointed by Evasyst. A third former director of Live Current who was the former CEO/CFO of Live Current resigned those positions, and continues as the President and a director of the Company. The Merger is accounted for as a reverse acquisition in accordance with GAAP. Under this method of accounting, Evasyst was determined to be the acquiring company for accounting purposes, and Live Current is treated as the acquired company. Accordingly, the assets and liabilities of Live Current were recorded at estimated fair value as of April 22, 2022, the Merger closing date. The accounting acquirer was primarily determined based on Evasyst shareholders having the largest voting interest in the post-combination company, and the ability to appoint the majority of the members of the Board of Directors as well as management in the post-combination company. Consideration transferred by Evasyst is comprised 35,559,027 shares of common stock held by Live Current's shareholders with a fair value of $9,423,142 based on the price per shares of the Company's common stock on the date of the merger. In addition, the acquisition date fair value of 1,100,000 options of $243,108 held by Live Current employees to purchase shares of common stock is included as part of the consideration transferred. The Live Current options were in substance exchanged for share-based payment awards of Evasyst. The fair value of the stock options was 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 purchase price consideration and provisional allocation to net assets acquired is presented below. Fair value of consideration Live Current shares of common stock $ 9,423,142 Live Current stock options 243,108 Total fair value of consideration $ 9,666,250 Allocation of the consideration to the fair value of assets acquired and liabilities assumed: Assets Cash and cash equivalents $ 2,355,065 Note receivable due from Evasyst 400,000 Prepaid expenses and other assets 37,932 Acquisition related intangible assets and goodwill (provisional) 8,406,199 Total assets acquired 11,199,196 Liabilities Accounts payable accrued expenses (89,921 ) Convertible notes payable (1,443,025 ) Total liabilities assumed (1,532,946 ) Fair value of net assets acquired $ 9,666,250 The Company is in the process of finalizing the determination of the fair value of the consideration and 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 September 30, 2022, Live Current had no revenue and incurred a net loss of $462,618. The pro forma financial information below represents the combined results of operations for the three and nine months ended September 30, 2022, 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 nine-month period September 30, 2022 September 30, September 30, September 30, Revenue $ 75,402 $ 116,821 $ 252,141 $ 350,818 Earnings $ (1,481,922 ) $ (235,526 ) $ (4,502,568 ) $ (77,344 ) |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Notes Payable [Abstract] | |
Convertible Notes Payable [Text Block] | 3. Convertible Notes Payable Convertible notes payable consists of the following: September 30, 2022 December 31, 2021 Live Current convertible notes Convertible notes payable (a) $ 2,576,880 $ - Debt discount (827,227 ) - Convertible notes payable, net of discount 1,749,653 - Evasyst convertible notes Convertible notes payable (b) - 2,715,343 Total $ 1,749,653 $ 2,715,343 (a) In connection with the 2022 Convertible Notes, Live Current issued warrants to the note holders 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. In addition, the Company paid fees of $157,874 and issued 221,402 shares of its common stock with a fair value of $60,000 to registered broker dealers. The Notes were accounted for as follows: Total Face value of convertible notes $ 2,576,880 Original issue discount (190,880 ) Legal and brokerage fees recorded as discount (217,874 ) Allocation of proceeds to warrants recorded as discount (773,786 ) Allocation of proceeds to convertible notes upon issuance 1,394,340 Amortization of discount to April 22, 2022 48,685 Convertible note payable, net of discount at April 22, 2022 1,443,025 Amortization of discount to September 30, 2022 306,628 Convertible note payable, net of discount at September 30, 2022 $ 1,749,653 Upon issuance of the Notes, total debt discount of $1,182,540 was recorded and is being amortized over the term of the Notes using the interest method. During the three and nine months ended September 30, 2022, the Company recognized $25,698 and $45,466, respectively in interest expense and $147,567 and $306,628 in financing costs associated with the amortization of the debt discount. The unamortized discount balance is $827,227 at September 30, 2022 and will be amortized over 1.4 years. 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. (b) |
Secured Promissory Notes
Secured Promissory Notes | 9 Months Ended |
Sep. 30, 2022 | |
Debt Instruments [Abstract] | |
Secured Promissory Notes [Text Block] | 4. Secured Promissory Notes At December 31, 2021, Evasyst had two secured notes payable aggregating $38,000, including $8,000 due to Mark Ollila, president of the Company. The notes were issued in 2020, accrue interest at 18% per year, and were secured by all the assets of Evasyst. On March 6, 2022, Evasyst paid off one note payable with a principal balance of 30,000 plus accrued interest of $3,124. On March 29, 2022, the note payable due to Mark Ollila with a principal balance of $8,000, and accrued interest of $1,450, or a total of $9,450, were exchanged into 1,542 shares of the Company's common stock prior to the Merger (see Note 7). On February 17, 2022 and March 14, 2022, Evasyst entered into two loan agreements with Live Current Media, Inc. for $200,000 each. The notes mature six months after issuance, interest at 18% per annum, are secured by all of Evasyst’s assets. Upon closing of the Merger (see Note 2) Evasyst assumed the $400,000 notes receivable and the notes are eliminated upon consolidation. On February 4, 2022, Live Current entered into a loan agreement for $43,000, secured by future receipts of the Company’s revenue, that matures August 5, 2023, interest at 12.5% per annum, and requires a $5,375 bi-monthly payment. On September 20, 2022, the Company entered into a loan agreement for $90,000, secured by substantially all of the Company’s assets, that matures September 19, 2023, interest at 18.6% per annum, and requires a $2,054 weekly payment. The Company received total proceeds of $133,000. During the nine months ended September 30, 2022, the Company repaid principal of $22,678, and at September 30, 2022, the outstanding balance was $110,322. |
PPP Loan
PPP Loan | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
PPP Loan [Text Block] | 5. PPP 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. Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for certain qualifying expenses, as defined. In September 2021, the Company received notice that the PPP loan balance of $265,952 was forgiven, and a $265,952 gain on forgiveness of the CARES Act loan was recorded. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases [Text Block] | 6. Leases The Company leases its office in San Diego. The lease, as amended expires in January 2024. The initial ROU asset and liability were 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 balance of the ROU asset of $354,895 was impaired during the nine months ended September 30, 2021. Under the lease agreement, the Company was still obligated to pay the required lease payments. At December 31, 2021, the balance of accrued rent due under the agreement was $256,519 and the balance of the lease liability was $273,561. In June 2022, the Company agreed to a settlement with the lessor to settle the amount due. Management initially estimated that the settlement would total $140,000. During the three months ended June 30, 2022, the Company recognized a gain on settlement of lease of $439,230 to reduce total outstanding liabilities associated with the lease of $579,230 ($305,669 in accrued rent payable and $273,561 in lease liability) to $140,000. The settlement was finalized in October 2022 with the Company obligated to pay $180,000, which was $40,000 more than originally estimated. The Company offset the gain on settlement of the lease by $40,000 during the three months ended September 30, 2022, for this difference. For the nine-month periods ended September 30, 2022 and 2021, rent expense of $17,422 and $70,977, respectively, was recognized on this lease. 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 $57,784 was recognized during the nine months ended September 30, 2022. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity [Text Block] | 7. Stockholders' Equity During the nine months ended September 30, 2022, the Company issued 82,364,543 shares of its common stock as follows (all issuances were made by Evasyst prior to the Merger): Shares issued upon conversion of Preferred Stock At December 31, 2021, Evasyst had 907,232 shares of preferred stock outstanding. In April 2022, prior to the Merger, all of the outstanding shares of preferred shares were converted into 40,652,380 shares of the Evasyst's common stock. Shares issued for compensation and other payables On March 29, 2022, the board of directors of the Evasyst approved shares of common stock to be issued for services to Mark Ollila, CEO of Evasyst. and Justin Weissberg, Chairman of Evasyst, with a fair value of $750,000 and $214,000, respectively. The shares authorized to be issued 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. 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. In addition, shares with a fair value of $56,002 were authorized to satisfy an outstanding promissory note and accrued interest totaling $9,450 to Mr. Ollila, $24,768 of accrued wages due to Mr. Ollila, $9,000 accrued wages due to Mr. Weissberg, and $12,784 due for shares issuable for stock options exercised. In April 2022, prior to the Merger, the Company issued 9,877,750 shares of common stock valued at $1,020,002 to settle the above payables. Shares issued upon conversion of convertible notes Prior to the Merger, the balance of Evasyst convertible notes was $3,346,510 and accrued interest was $236,560, and the total of $3,583,070 was converted into 26,212,690 shares of Evasyst common stock. Shares issued upon exercise of options At December 31, 2021, Evasyst had options outstanding exercisable into 8,133,012 shares of common stock. In March 2022, 2,511,332 options were exercised for total proceeds of $12,784 (see shares issued for compensation and other payables above). In April 2022, prior to the Merger, the remaining 5,621,723 outstanding options were exercised on a cashless basis. |
Equity Investment
Equity Investment | 9 Months Ended |
Sep. 30, 2022 | |
Equity Investment And Royalties [Abstract] | |
Equity Investment [Text Block] | 8. Equity Investment Upon the completion of the Merger on April 22, 2022, the Company acquired Live Current's investment in warrants exercisable into 2,000,000 shares of Cell MedX Corp, a biotech startup company. 1,000,000 of the warrants are exercisable at $0.50 per shares, 1,000,000 of the warrants are exercisable at $1.00 per share, and all the warrants expire January 31, 2023. On September 30, 2022, the fair value of the warrants was $11,880 and is included in other assets on the consolidated balance sheet. During the three and nine month periods ended September 30, 2022, the Company recognized a change in the fair value of the warrants of $7,933 and $(20,232) respectively. |
Options and Warrants
Options and Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Options and Warrants [Text Block] | 9. Options and Warrants The activity in the Company’s outstanding stock options for the nine month period ended September 30, 2022 is as follows: Number of Weighted Weighted Balance December 31, 2021 8,133,013 $ nil - Assumed in reverse acquisition 1,300,000 0.10 0.25 Exercised (8,133,013 ) nil - Expired - - - Forfeited (200,000 ) 0.10 - Balance September 30, 2022 1,100,000 $ 0.10 0.25 The activity in the Company’s outstanding stock warrants for the nine month period ended September 30, 2022 is as follows: Number of Weighted Weighted Balance December 31, 2021 - - - Assumed in reverse acquisition 5,684,292 $ 0.60 4.5 Exercised - - - Expired - - - Balance September 30, 2022 5,684,292 $ 0.60 4.5 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 10. Subsequent Events On October 27, 2022, the Company and the note holder of the convertible notes (see Note 3) agreed to an amendment to the note terms whereby: the exercise price of the warrant was changed from $0.34 per share to $0.18 per share, terms of the warrant changed whereby volatility used in determining certain fair values, as defined, would be based on the greater of 100% or the 100 day volatility, which could require accounting for as a derivative liability. the lender is no longer obligated to fund additional tranches as provided under the original agreement. In October, the Company entered into a preferred stock financing to raise up to $5,750,000. The financing included warrants to purchase additional preferred shares and common shares. The preferred shares have redemption and conversion rights. In October, the Company entered into an asset purchase agreement with PowerSpike, Inc. ("PowerSpike") to purchase PowerSpike's assets, including intellectual property, for 1,006,036 shares of the Company’s common stock. The acquisition is expected to close in the fourth quarter of 2022. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business [Policy Text Block] | Nature of Business Live Current Media, Inc. was incorporated under the laws of the State of Nevada on October 10, 1995. Evasyst Inc. ("Evasyst") was a private company founded on August 18, 2017, in San Diego California, that operates a social video application called KAST. On April 22, 2022, Live Current Media completed its reverse acquisition with Evasyst (the "Merger"), and the business conducted by Evasyst became the primary business conducted by the Company (see Note 2). As used herein, "Live Current" refers to the Company as it existed prior to the Merger, and the "Company" refers to the consolidated accounts of Live Current and its wholly owned subsidiary Evasyst after the Merger. |
Going concern [Policy Text Block] | Going concern The accompanying consolidated financial statements prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has not achieved profitable operations and has incurred recurring operating losses. For the nine months ended September 30, 2022, the Company incurred a net loss of $4,260,619 and used cash in operating activities of $2,719,002. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern within one year after the date the financial statements are issued. 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. The consolidated financial statements do not include any adjustments hat might result from the outcome of this uncertainty should the Company be unable to continue as a going concern. |
COVID 19 [Policy Text Block] | COVID-19 As of the date of this filing, there continues to be concern regarding the ongoing impacts and disruptions caused by the COVID-19 pandemic in the regions in which the Company operates. Although the impacts of the pandemic on our business have not been material to date, a prolonged downturn in economic conditions as a result of the pandemic could have a material adverse effect on our customers and demand for our services and products. At this time, it is not possible for the Company to predict the duration or magnitude of the impacts of the pandemic, or other outbreaks of communicable diseases, on the Company's business, financial condition and results of operations. |
Inflation and Economic Disruption [Policy Text Block] | Inflation and Economic Disruption Our business is dependent in part on general economic conditions. Many jurisdictions in which our customers are located have experienced and could continue to experience unfavorable general economic conditions, such as inflation, increased interest rates and recessionary concerns, which could negatively affect demand for our products. Under difficult economic conditions, customers may seek to cease spending on our services and products, which could negatively affect our financial performance. We cannot predict the timing or magnitude of an economic slowdown or the timing or strength of any economic recovery. These and other economic factors could have a material adverse effect on our business, financial condition, and results of operations. |
Basis of Presentation [Policy Text Block] | Basis of Presentation The unaudited 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 ("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 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 presentation 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 contained in the Company's Form 8-K/A filed with the Securities and Exchange Commission on July 8, 2022. All amounts presented are in U.S. dollars. The results of operations for the nine months ended September 30, 2022, are not necessarily indicative of the results expected for the full fiscal year or for any other fiscal period. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation. |
Use of Estimates [Policy Text Block] | Use of Estimates The preparation of the Company's financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. On an ongoing basis, management reviews its estimates and, if deemed appropriate, those estimates are adjusted. Significant estimates include those related to assumptions used in valuing assets acquired in business acquisitions, impairment testing of goodwill and other long-term assets, assumptions used in valuing stock-based compensation, the valuation allowance for deferred tax assets, accruals for potential liabilities, and assumptions used in the determination of the Company's liquidity. Actual results could differ materially from those estimates. |
Revenue Recognition [Policy Text Block] | Revenue Recognition The Company recognizes revenue based on contracts with customers. A customer contract exists when both parties have approved the contract and are committed to perform their respective obligations, each party's rights can be identified, payment terms can be identified, the contract has commercial substance, and it is probable the Company will collect substantially all of the consideration to which it is entitled. The Company derives revenue primarily from subscription- based services. Revenues are recognized when control of these services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. During 2020, the Company's wholly owned subsidiary Evasyst began to offer a premium subscription service to its users by form of a monthly or annual contract. Subscription services revenue is comprised of subscription fees that provide the paying user the right to access the Company's preferred features as a "Premium User", for a period of time. The Company has determined such access represents a stand-ready service provided continually throughout the contract term. As such, control and satisfaction of this stand-ready performance obligation is deemed to occur over time. The Company's subscription contracts include an annual option, beginning on the date that access is made available to the customer. The passage of time is deemed to be the most faithful depiction of the transfer of control of the services as the customer simultaneously receives and consumes the benefit provided by the Company's performance. Subscription contracts are either one month or twelve months in length, billed either monthly or annually, all in advance, which coincides with the terms of the agreement. The Company recognizes deferred revenue at each period end for contracts that have subscriptions that have been paid but expire after period end. At September 30, 2022 and December 31, 2021, the amount of deferred subscription revenue was $35,195 and $34,202, respectively. The Company's subscription contracts do not have a significant financing component and customer invoices are paid upfront. There is no significant variable consideration related to these arrangements. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether transfer of control to customers has occurred. |
Intangible Assets and Goodwill (Provisional) [Policy Text Block] | Intangible Assets and Goodwill (Provisional) At September 30, 2022, the Company is in the process of finalizing the allocation of the consideration to net assets acquired in relation to the reverse acquisition between Live Current and Evasyst (see Note 2), including determining the fair value of domain names, and licensing agreements that were acquired. Excess consideration over the fair value of net assets acquired will be assigned to goodwill. At September 30, 2022, management concluded that there were no impairment triggering events. If economic uncertainty increases and/or the global economy worsens, the Company's business, financial condition and results of operations may be sufficiently impacted to result in future impairment charges in the short-term. Management will continue to monitor the effects that macroeconomic conditions have on its business and operations, and will review impairment indicators to the extent necessary in the upcoming months. |
Leases [Policy Text Block] | Leases The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company's right to use an underlying asset during the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. |
Stock-Based Compensation [Policy Text Block] | Stock-Based Compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. Stock option grants, which are generally time or performance vested, are measured at the grant date fair value and depending on the conditions associated with the vesting of the award, compensation cost is recognized on a straight-line or graded basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life, and future dividends. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. |
Income Taxes [Policy Text Block] | Income Taxes The Company uses an asset and liability approach for accounting and reporting for income taxes that allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The Company's policy is to recognize interest and/or penalties related to income tax matters in income tax expense. |
Fair Value of Financial Instruments [Policy Text Block] | Fair Value of Financial Instruments Accounting standards require certain assets and liabilities be reported at fair value in the financial statements and provide a framework for establishing that fair value. Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value: Level 1 Level 2 Level 3 The Company believes the carrying amount of its financial instruments (consisting of cash, accounts receivable, accounts payable and accrued liabilities, and convertible notes) approximates fair value due to the short-term nature of such instruments. |
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. The Company does not include the impact of any potentially dilutive common stock equivalents in its 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 three- and nine-month periods ended September 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. September 30, 2022 September 30, 2021 Stock options 1,100,000 181,503 Restricted stock units - 398,897 Warrants 5,684,292 - Convertible notes 7,579,059 - Preferred stock - 907,232 14,363,351 1,487,632 |
Recent Accounting Pronouncements [Policy Text Block] | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06 ("ASU 2020-06") "Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)." ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the effective interest rate of convertible debt instruments will be closer to the coupon interest rate. Further, the diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. For contracts in an entity's own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 will be effective January 1, 2024, for the Company and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method. Effective January 1, 2021, the Company early adopted ASU 2020-06 and that adoption did not have an impact on our financial statements and the related disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of securities are excluded from the calculation of diluted income per share [Table Text Block] | September 30, 2022 September 30, 2021 Stock options 1,100,000 181,503 Restricted stock units - 398,897 Warrants 5,684,292 - Convertible notes 7,579,059 - Preferred stock - 907,232 14,363,351 1,487,632 |
Reverse Acquisition (Tables)
Reverse Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of purchase price consideration and provisional allocation to net assets acquired [Table Text Block] | Fair value of consideration Live Current shares of common stock $ 9,423,142 Live Current stock options 243,108 Total fair value of consideration $ 9,666,250 Allocation of the consideration to the fair value of assets acquired and liabilities assumed: Assets Cash and cash equivalents $ 2,355,065 Note receivable due from Evasyst 400,000 Prepaid expenses and other assets 37,932 Acquisition related intangible assets and goodwill (provisional) 8,406,199 Total assets acquired 11,199,196 Liabilities Accounts payable accrued expenses (89,921 ) Convertible notes payable (1,443,025 ) Total liabilities assumed (1,532,946 ) Fair value of net assets acquired $ 9,666,250 |
Schedule of pro forma financial information [Table Text Block] | For the three-month period For the nine-month period September 30, 2022 September 30, September 30, September 30, Revenue $ 75,402 $ 116,821 $ 252,141 $ 350,818 Earnings $ (1,481,922 ) $ (235,526 ) $ (4,502,568 ) $ (77,344 ) |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Notes Payable [Abstract] | |
Schedule of convertible notes payable [Table Text Block] | September 30, 2022 December 31, 2021 Live Current convertible notes Convertible notes payable (a) $ 2,576,880 $ - Debt discount (827,227 ) - Convertible notes payable, net of discount 1,749,653 - Evasyst convertible notes Convertible notes payable (b) - 2,715,343 Total $ 1,749,653 $ 2,715,343 |
Schedule of notes information [Table Text Block] | Total Face value of convertible notes $ 2,576,880 Original issue discount (190,880 ) Legal and brokerage fees recorded as discount (217,874 ) Allocation of proceeds to warrants recorded as discount (773,786 ) Allocation of proceeds to convertible notes upon issuance 1,394,340 Amortization of discount to April 22, 2022 48,685 Convertible note payable, net of discount at April 22, 2022 1,443,025 Amortization of discount to September 30, 2022 306,628 Convertible note payable, net of discount at September 30, 2022 $ 1,749,653 |
Options and Warrants (Tables)
Options and Warrants (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule Share-based Payment Arrangement, Option, Activity [Table Text Block] | Number of Weighted Weighted Balance December 31, 2021 8,133,013 $ nil - Assumed in reverse acquisition 1,300,000 0.10 0.25 Exercised (8,133,013 ) nil - Expired - - - Forfeited (200,000 ) 0.10 - Balance September 30, 2022 1,100,000 $ 0.10 0.25 |
Schedule of Stockholders' Equity Note, Warrants or Rights, Activity [Table Text Block] | Number of Weighted Weighted Balance December 31, 2021 - - - Assumed in reverse acquisition 5,684,292 $ 0.60 4.5 Exercised - - - Expired - - - Balance September 30, 2022 5,684,292 $ 0.60 4.5 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||
Net loss | $ (1,481,923) | $ (722,057) | $ (2,056,639) | $ (27,299) | $ (413,791) | $ 144,588 | $ 462,618 | $ (4,260,619) | $ (296,502) | |
Cash in operating activities | (2,719,002) | $ 26,048 | ||||||||
Deferred Revenue | $ 35,195 | $ 35,195 | $ 35,195 | $ 34,202 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Schedule of anti-dilutive securities are excluded from the calculation of diluted income per share (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 14,363,351 | 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 | 1,100,000 | 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 |
Reverse Acquisition (Narrative)
Reverse Acquisition (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | |||||||
Apr. 22, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||||||||
Common stock shares outstanding | 160,559,027 | 160,559,027 | 160,559,027 | 42,635,457 | |||||||
Options outstanding | 1,100,000 | 1,100,000 | 1,100,000 | 8,133,013 | |||||||
Net income (loss) | $ 1,481,923 | $ 722,057 | $ 2,056,639 | $ 27,299 | $ 413,791 | $ (144,588) | $ (462,618) | $ 4,260,619 | $ 296,502 | ||
Evasyst [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Common stock forward stock split | In substance, this results in a forward 44.81 to 1 stock split of Evasyst’s shares of common stock. | ||||||||||
Number of shares in right to receive | 125,000,000 | ||||||||||
Number of shares retained | 35,559,027 | ||||||||||
Ownership percentage | 22% | ||||||||||
Number of common shares issued | 35,559,027 | ||||||||||
Fair value of common shares issued | $ 9,423,142 | ||||||||||
Consideration transferred | $ 9,666,250 | ||||||||||
Exercise price | $ 0.1 | ||||||||||
Stock price | $ 0.265 | ||||||||||
Weighted average volatility | 148.28% | ||||||||||
Discount rate | 0.43% | ||||||||||
Weighted average term | 8 months 1 day | ||||||||||
Former Stockholders of Evasyst [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination number of shares owned | 125,000,000 | ||||||||||
Ownership percentage | 78% | ||||||||||
Common Stock [Member] | Evasyst [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Common stock shares outstanding | 2,789,603 | ||||||||||
Consideration transferred | $ 9,423,142 | ||||||||||
Stock Option [Member] | Evasyst [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration transferred | $ 243,108 | ||||||||||
Options outstanding | 1,100,000 |
Reverse Acquisition - Schedule
Reverse Acquisition - Schedule of assets acquired and liabilities assumed (Details) - Evasyst Inc [Member] | 1 Months Ended |
Apr. 22, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Fair value of consideration | $ 9,666,250 |
Assets | |
Cash and cash equivalents | 2,355,065 |
Note receivable due from Evasyst | 400,000 |
Prepaid expenses and other assets | 37,932 |
Acquisition related intangible assets and goodwill (provisional) | 8,406,199 |
Total assets acquired | 11,199,196 |
Liabilities | |
Accounts payable accrued expenses | (89,921) |
Convertible notes payable | (1,443,025) |
Total liabilities assumed | (1,532,946) |
Fair value of net assets acquired | 9,666,250 |
Common Stock [Member] | |
Business Acquisition [Line Items] | |
Fair value of consideration | 9,423,142 |
Stock Option [Member] | |
Business Acquisition [Line Items] | |
Fair value of consideration | $ 243,108 |
Reverse Acquisition - Schedul_2
Reverse Acquisition - Schedule of pro-forma financial information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Revenue | $ 75,402 | $ 116,821 | $ 252,141 | $ 350,818 |
Earnings | $ (1,481,922) | $ (235,526) | $ (4,502,568) | $ (77,344) |
Convertible Notes Payable (Narr
Convertible Notes Payable (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 22, 2022 | Feb. 15, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 20, 2022 | Feb. 04, 2022 | |
Debt Instrument [Line Items] | |||||||
Convertible notes, interest rate per annum | 18.60% | 12.50% | |||||
Warrant exercise price | $ 0.34 | $ 0.34 | |||||
Unamortized debt discount | $ 827,227 | $ 827,227 | |||||
Debt amortized term | 1 year 4 months 24 days | ||||||
Convertible Note, face value | $ 90,000 | $ 43,000 | |||||
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 | ||||||
Convertible Promissory February Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Convertible notes issue | $ 1,620,000 | ||||||
Convertible Promissory March Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Convertible notes issue | $ 956,880 | ||||||
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 | ||||||
Percentage of prepayment of face value | 120% | ||||||
Warrants to purchase shares of common | 5,684,292 | ||||||
Original issue discount | $ 157,874 | ||||||
Number of shares issued as brokerage fee | 221,402 | ||||||
Value of shares issued as brokerage fee | $ 60,000 | ||||||
Warrant exercise price | $ 0.6 | ||||||
Term of warrants | 5 years | ||||||
Unamortized debt discount | 1,182,540 | $ 1,182,540 | |||||
Interest expense | 25,698 | 45,466 | |||||
Financing costs | $ 147,567 | $ 306,628 | |||||
Evasyst Convertible Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Convertible notes issue | $ 3,346,510 | $ 2,715,343 | |||||
Interest expense | 236,560 | 210,013 | |||||
Evasyst Common Stock [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Convertible notes issue | $ 3,583,070 | ||||||
Number of shares converted | 26,212,690 | ||||||
Related Party Transactions [Member] | Evasyst Convertible Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Convertible notes issue | 911,905 | ||||||
Interest expense | $ 93,044 | ||||||
Consulting Services [Member] | Evasyst Convertible Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Convertible notes issue | $ 631,167 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of convertible notes payable (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Convertible notes payable, net of discount | $ 1,749,653 | $ 0 |
Convertible notes | 0 | 2,715,343 |
Live Current Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes payable | 2,576,880 | 0 |
Debt discount | (827,227) | 0 |
Convertible notes payable, net of discount | 1,749,653 | 0 |
Evasyst Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Convertible notes | $ 0 | $ 2,715,343 |
Convertible Notes Payable - S_2
Convertible Notes Payable - Schedule of notes information (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Apr. 22, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||||
Original issue discount | $ (827,227) | |||
Allocation of proceeds to warrants recorded as discount | (1,000) | $ 0 | ||
Convertible notes payable, net of discount | 1,749,653 | $ 0 | ||
Convertible Notes Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Face value of convertible notes | 2,576,880 | |||
Original issue discount | (190,880) | |||
Legal and brokerage fees recorded as discount | (217,874) | |||
Allocation of proceeds to warrants recorded as discount | (773,786) | |||
Allocation of proceeds to convertible notes upon issuance | 1,394,340 | |||
Amortization of discount | 306,628 | $ 48,685 | ||
Convertible notes payable, net of discount | $ 1,749,653 | $ 1,443,025 |
Secured Promissory Notes (Narra
Secured Promissory Notes (Narrative) (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||||||||
Mar. 06, 2022 | Feb. 04, 2022 | Sep. 20, 2022 | Mar. 29, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Apr. 22, 2022 | Mar. 14, 2022 | Feb. 17, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||||||||
Convertible Note, face value | $ 43,000 | $ 90,000 | |||||||||
Maturity date | Aug. 05, 2023 | Sep. 19, 2023 | |||||||||
Convertible notes, interest rate per annum | 12.50% | 18.60% | |||||||||
Secured promissory notes | $ 110,322 | $ 38,000 | |||||||||
Debt instrument monthly payment | $ 5,375 | $ 2,054 | |||||||||
Proceeds from secured promissory notes | $ 133,000 | 533,000 | $ 0 | ||||||||
Repayment of debt | 22,678 | ||||||||||
Secured promissory notes | $ 110,322 | 38,000 | |||||||||
Evasyst [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Note receivable due from Evasyst | $ 400,000 | ||||||||||
Secured promissory notes [Member] | Mark Ollila [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible Note, face value | $ 8,000 | $ 8,000 | |||||||||
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 | ||||||||||
Shares issued on conversion of secured promissory note | 1,542 | ||||||||||
Secured promissory notes [Member] | Evasyst [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible Note, face value | $ 30,000 | ||||||||||
Convertible notes, interest rate per annum | 18% | 18% | 18% | ||||||||
Accrued interest of debt | $ 3,124 | ||||||||||
Note receivable due from Evasyst | $ 200,000 | $ 200,000 |
PPP Loan (Narrative) (Details)
PPP Loan (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Feb. 04, 2022 | May 01, 2020 | Sep. 20, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | |||||||
Amount of loan received | $ 43,000 | $ 90,000 | |||||
Maturity date | Aug. 05, 2023 | Sep. 19, 2023 | |||||
Gain on forgiveness of PPP Loan | $ 0 | $ 0 | $ 0 | $ 265,952 | |||
Amount of loan forgiven | $ 265,952 | ||||||
Paycheck Protection Program [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Amount of loan received | $ 265,952 | ||||||
Loan interest rate | 1% |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Feb. 28, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Oct. 31, 2022 | Jun. 29, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Leases [Abstract] | ||||||||||
Estimated incremental borrowing rate | 12% | |||||||||
Impairment of right to use asset | $ 0 | $ 0 | $ 0 | $ 354,895 | ||||||
Accrued rent payable | 180,000 | $ 140,000 | 180,000 | $ 180,000 | $ 256,519 | |||||
Gain on settlement of lease liability | $ 40,000 | (439,230) | $ 0 | (399,230) | 0 | |||||
Total outstanding liabilities, operating lease | 140,000 | $ 579,230 | ||||||||
Accrued rent payable | 305,669 | |||||||||
Increase in accrued rent payable | $ 40,000 | |||||||||
Lease liability | $ 273,561 | $ 273,561 | ||||||||
Rent expense | 17,422 | $ 70,977 | ||||||||
Monthly payments | $ 5,039 | |||||||||
Rent expense for short term lease | $ 57,784 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Apr. 30, 2022 | Apr. 22, 2022 | Mar. 31, 2022 | Mar. 29, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||||||
Preferred stock outstanding | 0 | 907,232 | ||||||
Compensation | $ 964,000 | $ 0 | ||||||
Proceeds from options exercised | $ 12,784 | $ 0 | ||||||
Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock converted | 907,232 | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock converted | (40,652,380) | |||||||
Number of stock options exercised | 5,621,723 | |||||||
Number of common stock issued to settle stock payable | 9,877,750 | |||||||
Equity Option [Member] | Mr. Ollila [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Compensation | $ 750,000 | |||||||
Equity Option [Member] | Mr. Weissberg [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Compensation | 214,000 | |||||||
Evasyst Convertible Notes [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Convertible notes issue | $ 3,346,510 | $ 2,715,343 | ||||||
Interest expense | 236,560 | $ 210,013 | ||||||
Evasyst Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Convertible notes issue | $ 3,583,070 | |||||||
Number of shares converted | 26,212,690 | |||||||
Evasyst Inc [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock shares issued | 82,364,543 | |||||||
Number of stock options exercised | 5,621,723 | 2,511,332 | ||||||
Number of shares converted | 8,133,012 | |||||||
Evasyst Inc [Member] | Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock outstanding | 907,232 | |||||||
Evasyst Inc [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock converted | 40,652,380 | |||||||
Evasyst Inc [Member] | Equity Option [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds from options exercised | 12,784 | |||||||
Number of common stock issued to settle stock payable | 9,877,750 | |||||||
Stock payable | $ 1,020,002 | |||||||
Evasyst Inc [Member] | Equity Option [Member] | Mr. Ollila [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Compensation | 56,002 | |||||||
Accrued wages due | 24,768 | |||||||
Interest expense | 9,450 | |||||||
Evasyst Inc [Member] | Equity Option [Member] | Mr. Weissberg [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Accrued wages due | $ 9,000 |
Equity Investment (Narrative) (
Equity Investment (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Apr. 22, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of warrant | $ (7,933) | $ 0 | $ 20,232 | $ 0 | |
Warrant exercise price | $ 0.34 | $ 0.34 | |||
Cell MedX Corp. [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of warrants | $ 11,880 | $ 11,880 | |||
Fair value of warrant | $ 7,933 | $ (20,232) | |||
Number of warrants issued | 2,000,000 | ||||
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 |
Options and Warrants - Schedule
Options and Warrants - Schedule of outstanding stock options (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of options, beginning of period | shares | 8,133,013 |
Options outstanding, weighted average exercise price, beginning of period | $ / shares | $ 0 |
Number of options, Acquired in reverse acquisition | shares | 1,300,000 |
Weighted average exercise price of options acquired in reverse acquisition | $ / shares | $ 0.1 |
Weighted average remaining term acquired in reverse acquisition | 3 months |
Exercised | shares | (8,133,013) |
Weighted average exercise price of options exercised | $ / shares | $ 0 |
Expired | shares | 0 |
Weighted average exercise price of options expired | $ / shares | $ 0 |
Forfeited | shares | (200,000) |
Weighted average exercise price of options forfeited | $ / shares | $ 0.1 |
Number of options, end of period | shares | 1,100,000 |
Options outstanding, weighted average exercise price, end of period | $ / shares | $ 0.1 |
Weighted Average Remaining Term | 3 months |
Options and Warrants - Schedu_2
Options and Warrants - Schedule of outstanding stock purchase warrants (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of warrants, Outstanding, Beginning of Period | shares | 0 |
Weighted Average Exercise Price, Outstanding, Beginning of Period | $ / shares | $ 0 |
Number of assumed in reverse acquisition | shares | 5,684,292 |
Weighted Average Exercise Price, Issued | $ / shares | $ 0.6 |
Weighted Average Remaining Term Issued | 4 years 6 months |
Number of warrants, Exercised | shares | 0 |
Weighted Average Exercise Price, Exercised | $ / shares | $ 0 |
Number of warrants, Expired | shares | 0 |
Weighted Average Exercise Price, Expired | $ / shares | $ 0 |
Number of warrants, Outstanding, End of Period | shares | 5,684,292 |
Weighted Average Exercise Price, Outstanding, End of Period | $ / shares | $ 0.6 |
Weighted Average Remaining Term | 4 years 6 months |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) | 1 Months Ended | |
Oct. 27, 2022 | Sep. 30, 2022 | |
Subsequent Event [Line Items] | ||
Warrant exercise price | $ 0.34 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Warrant exercise price | $ 0.18 | |
Description of warrant volatility | volatility used in determining certain fair values, as defined, would be based on the greater of 100% or the 100 day volatility | |
Subsequent Event [Member] | Preferred stock [Member] | ||
Subsequent Event [Line Items] | ||
Shares issued | $ 5,750,000 | |
Subsequent Event [Member] | Asset purchase agreement [Member] | PowerSpike, Inc [Member] | ||
Subsequent Event [Line Items] | ||
Assets acquired | $ 1,006,036 |