Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | May 07, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC. | |
Entity Central Index Key | 0001187953 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Entity Ex Transition Period | true | |
Entity Common Stock Shares Outstanding | 1,142,048,685 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 275,134 | $ 98,012 |
Total Current Assets | 275,134 | 98,012 |
OTHER ASSETS | ||
Licenses, net of amortization | 596,742 | 619,763 |
TOTAL ASSETS | 871,876 | 717,775 |
CURRENT LIABILITIES | ||
Accounts payable | 356,001 | 350,899 |
Accrued expenses | 67,763 | 159,771 |
Management fee and patent liabilities - related parties | 255,082 | 468,782 |
Convertible notes payable, net of discount of $335,567 and $409,649, respectively | 327,225 | 788,701 |
Advances from related party | 32,800 | 10,800 |
Derivative liabilities | 2,275,578 | 38,741,832 |
Total Current Liabilities | 3,314,449 | 40,520,785 |
Commitments and contingencies | 0 | 0 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock value | 0 | 0 |
Common stock, $0.001 par value, 6,000,000,000 shares authorized; 1,140,083,954 and 768,540,617 issued and 1,140,079,954 and 768,536,617 outstanding at March 31, 2021 and December 31, 2020, respectively | 1,140,080 | 768,536 |
Additional paid-in capital | 30,000,915 | 21,315,690 |
Accumulated deficit | (34,054,217) | (61,890,236) |
TOTAL STOCKHOLDERS' DEFICIT | (2,442,573) | (39,803,010) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 871,876 | 717,775 |
Preferred Stock Series B [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock value | 326,600 | 0 |
Preferred Stock Series C [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock value | 141,049 | 0 |
Preferred Stock Series A [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock value | $ 3,000 | $ 3,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Debt discount, convertible notes payable | $ 335,567 | $ 409,649 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 |
Common stock, shares issued | 1,140,083,954 | 768,540,617 |
Common stock, shares outstanding | 1,140,079,954 | 768,536,617 |
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 7,000,000 | 7,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred Stock Series C [Member] | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 500 | 500 |
Preferred stock, shares issued | 150 | 0 |
Preferred stock, shares outstanding | 150 | 0 |
Preferred stock, liquidation preference | $ 180,000 | $ 0 |
Preferred Stock Series B [Member] | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 350 | 0 |
Preferred stock, shares outstanding | 350 | 0 |
Preferred stock, liquidation preference | $ 420,000 | $ 0 |
Preferred Stock Series A [Member] | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 3,000,000 | 3,000,000 |
Preferred stock, shares outstanding | 3,000,000 | 3,000,000 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenues | $ 0 | $ 42,100 |
Cost of revenues | 0 | 14,196 |
Gross profit | 0 | 27,904 |
OPERATING EXPENSES | ||
Selling, general and administrative | 280,923 | 346,168 |
Amortization of patent costs | 23,021 | 16,772 |
TOTAL EXPENSES | 303,944 | 362,940 |
Operating loss | (303,944) | (335,036) |
OTHER INCOME/(EXPENSE) | ||
Interest expense | (336,076) | (323,223) |
Gain loss on extinguishment of convertible notes | 0 | 0 |
Change in fair value of derivatives liabilities | 28,476,039 | 4,400,739 |
Total other income (expense) | 28,139,963 | 4,077,516 |
INCOME BEFORE PROVISION FOR INCOME TAXES | 27,836,019 | 3,742,480 |
Provision for income taxes | 0 | 0 |
NET INCOME | $ 27,836,019 | $ 3,742,480 |
BASIC NET INCOME PER SHARE | $ 0.02 | $ 0.09 |
DILUTED NET INCOME PER SHARE | $ 0.02 | $ 0 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC | 1,138,560,486 | 40,746,192 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - DILUTED | 1,244,529,602 | 776,604,919 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 27,836,019 | $ 3,742,480 |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Amortization | 23,021 | 16,772 |
Amortization of debt discounts | 231,232 | 289,825 |
Change in fair value of derivatives liabilities | (28,476,039) | (4,400,739) |
Increase in principal and accrued interest balances due to penalty provision | 93,821 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | 0 | (2,800) |
Inventory | 0 | (2,800) |
Accounts payable | 5,102 | 65,780 |
Accrued expenses | 9,026 | 46,898 |
Management fee payable | (163,700) | 49,263 |
Net cash used in operating activities | (441,518) | (195,321) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash used in investing activities | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible notes payable | 134,640 | 145,000 |
Proceeds from sale of preferred stock | 462,000 | 0 |
Related party advances | 22,000 | 0 |
Net cash provided from financing activities | 618,640 | 145,000 |
NET INCREASE (DECREASE) IN CASH | 177,122 | (50,321) |
BEGINNING CASH BALANCE | 98,012 | 88,648 |
ENDING CASH BALANCE | 275,134 | 38,327 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash payments for interest | 0 | 6,000 |
Cash payments for income taxes | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Conversion of notes payable, accrued interest and derivative liabilities into common stock | 9,012,418 | 1,101,764 |
Conversion of management fees and patent liability into common stock | 50,000 | 45,000 |
Discounts on convertible notes payable due to derivative liabilities | $ 134,640 | $ 145,000 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($) | Total | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Dec. 31, 2019 | 3,000,000 | 22,489,046 | |||||
Balance, amount at Dec. 31, 2019 | $ (8,071,499) | $ 3,000 | $ 0 | $ 0 | $ 22,489 | $ 17,468,018 | $ (25,565,006) |
Common stock issued for related party management liabilities, shares | 2,250,000 | ||||||
Common stock issued for related party management liabilities, amount | 45,000 | $ 0 | $ 0 | $ 0 | $ 2,250 | 42,750 | 0 |
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, shares | 61,016,388 | ||||||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, amount | 350,547 | $ 0 | $ 0 | $ 0 | $ 61,016 | 289,531 | 0 |
Relief of derivative liabilities | 751,217 | $ 0 | $ 0 | $ 0 | $ 0 | 751,217 | 0 |
Difference in shares from reverse stock split, shares | 1,293 | ||||||
Difference in shares from reverse stock split, amount | 0 | $ 0 | $ 0 | $ 0 | $ 2 | (2) | 0 |
Net income | 3,742,480 | 0 | 0 | 0 | 0 | 0 | 3,742,480 |
Balance, amount at Mar. 31, 2020 | (3,182,255) | $ 3,000 | $ 0 | $ 0 | $ 85,757 | 18,551,514 | (21,822,526) |
Balance, shares at Mar. 31, 2020 | 3,000,000 | 85,756,727 | |||||
Balance, shares at Dec. 31, 2020 | 3,000,000 | 768,536,617 | |||||
Balance, amount at Dec. 31, 2020 | (39,803,010) | $ 3,000 | $ 0 | $ 0 | $ 768,536 | 21,315,690 | (61,890,236) |
Common stock issued for related party management liabilities, shares | 44,642,847 | ||||||
Common stock issued for related party management liabilities, amount | 50,000 | $ 0 | $ 0 | $ 0 | $ 44,643 | 5,357 | 0 |
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, shares | 314,702,077 | ||||||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, amount | 887,563 | $ 0 | $ 0 | $ 0 | $ 314,702 | 572,861 | 0 |
Relief of derivative liabilities | 8,124,855 | 0 | 0 | 0 | 0 | 8,124,855 | 0 |
Net income | 27,836,019 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 27,836,019 |
Proceeds from sales of preferred stock, shares | 350 | 150 | 2,142,857 | ||||
Proceeds from sales of preferred stock, amount | 462,000 | $ 0 | $ 321,000 | $ 141,000 | $ 2,143 | (2,143) | 0 |
Dividends on preferred stock | 0 | $ 0 | $ 5,600 | $ 49 | $ 0 | (5,649) | 0 |
Cashless exercise of warrants, shares | 10,055,556 | ||||||
Cashless exercise of warrants, amount | 0 | $ 0 | $ 0 | $ 0 | $ 10,056 | (10,056) | 0 |
Balance, amount at Mar. 31, 2021 | $ (2,442,573) | $ 3,000 | $ 326,600 | $ 141,049 | $ 1,140,080 | $ 30,000,915 | $ (34,054,217) |
Balance, shares at Mar. 31, 2021 | 3,000,000 | 350 | 150 | 1,140,079,954 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Organization – Creative Medical Technologies Holdings, Inc. is a commercial stage biotechnology company focused on immunology, urology, orthopedics and neurology using adult stem cell treatments. We currently conduct substantially all of our commercial operations through CMT. CMT markets and sells our CaverStem® and FemCelz® disposable kits utilized by physicians to perform autologous procedures that treat erectile dysfunction and female sexual dysfunction, respectively. Our CaverStem® and FemCelz® kits are currently available through physicians at 14 locations in the United States and Europe. In 2020, we formed ImmCelz, Inc., a wholly owned subsidiary of CMT. Through our ImmCelz Inc. subsidiary, we began exploring the development of treatments that utilize a patient’s own extracted immune cells that are then “reprogrammed” by culturing them outside the patient’s body with optimized stem cells. The immune cells are then re-injected into the patient from whom they were extracted. We believe this process endows the immune cells with regenerative properties that may be suitable for the treatment of stroke victims. In contrast to other stem cell-based approaches, the immune cells are significantly smaller in size than stem cells and are believed to more effectively penetrate areas of the damaged tissues and induce regeneration. We are currently primarily focused on expanding the commercial sale and use of CaverStem® and FemCelz® by physicians in the Unites States, Europe and South America, commercializing our StemSpine® treatment for lower back pain and filing an Innovative New Drug (IND) application to the FDA utilizing our ImmCelz technology platform to treat stroke. In the future, subject to the availability of capital, we will seek to further develop additional therapeutic products such as Ovastem™ that utilize our proprietary intellectual property. Use of Estimates Basis of Presentation Going Concern Risks and Uncertainties Revenue Fair Value of Financial Instruments When determining fair value, whenever possible the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of March 31, 2021, and December 31, 2020, the Company didn’t have any Level 1 or 2 financial instruments. The table below reflects the results of our Level 3 fair value calculations: Notes Warrants Total Derivative liability at December 31, 2020 $ 37,343,835 $ 1,397,997 $ 38,741,832 Addition of new conversion option derivatives 817,791 - 817,791 Extinguishment/modification - - - Conversion of note derivatives (8,124,855 ) - (8,124,855 ) Change in fair value (29,438,447 ) 279,257 (29,159,190 ) Derivative liability at March 31, 2021 $ 598,324 $ 1,677,254 $ 2,275,578 Basic and Diluted Loss Per Share – The following is a summary of outstanding securities which have been included in the calculation of diluted net income per share and reconciliation of net income to net income available to common stockholders for the three-months ended March 31, 2021. For the Three Months Ended March 31, 2021 Weighted average common shares outstanding used in calculating basic earnings per share 1,138,560,486 Effect of Series B and C preferred stock 12,000,000 Effect of warrants 64,785,779 Effect of convertible notes payable 28,949,143 Effect of convertible related party management fee and patent liabilities 234,194 Weighted average common shares outstanding used in calculating diluted earnings per share 1,244,529,602 Net income as reported $ 27,836,019 Add - Interest on convertible notes payable 53,718 Net income available to common stockholders $ 27,889,737 For the Three Months Ended March 31, 2020 Weighted average common shares outstanding used in calculating basic earnings per share 40,746,192 Effect of warrants 4,834,433 Effect of convertible notes payable 562,263,144 Effect of convertible related party management fee and patent liabilities 168,761,150 Weighted average common shares outstanding used in calculating diluted earnings per share 776,604,919 Net income as reported $ 3,742,480 Add - Interest on convertible notes payable 49,714 Net income available to common stockholders $ 3,792,194 The Company excluded 3,333 options and 8,920,779 warrants from the computation of diluted net income per share for the three-months ended March 31, 2021 as their exercise prices were in excess of the average closing market price of the Company’s common stock during that period. During the three-month period ended March 31, 2020, the Company had 3,333 options and 209,827 warrants to purchase common stock outstanding. In addition, the Company has various convertible notes payable which on March 31, 2020, are convertible into approximately 562,263,144 shares of common stock. Recent Accounting Pronouncements – |
LICENSING AGREEMENTS
LICENSING AGREEMENTS | 3 Months Ended |
Mar. 31, 2021 | |
LICENSING AGREEMENTS | |
NOTE 2 - LICENSING AGREEMENTS | ED Patent Multipotent Amniotic Fetal Stem Cells License Agreement The Company estimates that the patent expires in February 2026 and has elected to amortize the patent through the period of expiration on a straight-line basis. Amortization expense of $293 was recorded for the three-month period ended March 31, 2021. Amortization expense of $294 was recorded for the three-month period ended March 31, 2020. As of March 31, 2021, and December 31, 2020, the carrying values of the patent were $5,256 and $5,549, respectively. The Company expects to amortize approximately $1,172 annually through 2026 related to the patent costs. Lower Back Patent • The Company is required to pay CMH $100,000 within 30 days of demand as an initial payment. • In the event the Company determines to pursue the technology via use of autologous cells, the Company will pay CMH: o $100,000 upon the signing agreement with a university for the initiation of an IRB clinical trial. o $200,000, upon completion of the IRB clinical trial. o $300,00 in the event we commercialize the technology via use of autologous cells by a physician without a clinical trial. • In the event the Company determines to pursue the technology via use of allogenic cells, the Company will pay CMH: o $100,000 upon filing an IND with the FDA. o $200,000 upon dosing of the first patient in a Phase 1-2 clinical trial. o $400,000 upon dosing the first patient in a Phase 3 clinical trial. • Payment may be made in cash or shares of our common at a discount of 30% to the recent trading price. • In the event the Company’s shares of common stock trade below $0.01 per share for two or more consecutive trading days, the number of any shares issuable as payment doubles. • For a period of five years from the date of the first sale of any product derived from the patent, the Company is required to make royalty payments of 5% from gross sales of products, and 50% of sale price or ongoing payments from third parties for licenses granted under the patent to third parties. The patent expires on May 19, 2027 and the Company has elected to amortize the patent over a ten-year period on a straight-line basis. Amortization expenses of $2,500 was recorded for the three-month period ended March 31, 2021. As of March 31, 2021, and December 31, 2020, the carrying value of the initial patent license was $62,500 and $65,000, respectively. The Company expects to amortize approximately $10,000 annually through 2027 related to the patent costs. In November 2019, following a successful international pilot study, the Company elected to initiate commercialization of the StemSpine procedure using autologous stem cells. As a result, the Company is obligated to pay CMH $300,000 pursuant to the Patent Purchase Agreement as described above. During the three months ended March 31, 2021, $50,000 of this amount was converted into 44,642,847 shares of the Company’s common stock. As of March 31, 2021, the remaining liability balance was $0. The Company has elected to amortize the patent over a ten-year period on a straight-line basis. Amortization expense of $11,485 was recorded for the three-month period ended March 31, 2021. Amortization expense of $11,485 was recorded for the three-month period ended March 31, 2020, As of March 31, 2021 and December 31, 2020, the carrying value of the patent was $236,769 and $248,254, respectively. The Company expect to amortize approximately $46,000 annually through 2027 related to the patent costs. ImmCelz TM TM TM · Licensee shall pay Licensor a license fee of $250,000 (the “Upfront Royalty”), which can also be paid in CELZ stock at a discount of 25% of the closing price of $0.0037, which is based on the date of this agreement · Within thirty (30) days of the end of each calendar quarter during the term of this Agreement, Licensee will pay Licensor five percent (5%) of the Net Income of ImmCelz TM · in one or a series of related transactions, of all or substantially all of the business or assets of Licensee ImmCelz, Inc. (“Sale of Assets”) will result in a one-time ten-percent allocation to the licensor, the Continuing Royalty will be calculated at five percent (5%) of the Net Income of Licensee in any calendar quarter in which the Net Income in such calendar quarter reflects the receipt of any consideration from such Sale of Assets. As a result, the Company is obligated to pay Jadi $250,000 pursuant to the Patent License Agreement as described above. The Company has elected to amortize the patent over a ten-year period on a straight-line basis. Amortization expense of $6,250 was recorded for the three-month period ended March 31, 2021. There was no amortization expense recorded for the three-month period ended March 31, 2020. As of March 31, 2021, and December 31, 2020, the carrying values of the patent were $243,750 and $250,000, respectively. The Company expects to amortize approximately $25,000 annually through 2030 related to the licensing costs. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
NOTE 3 - RELATED PARTY TRANSACTIONS | The Company has incurred a monetary obligation to a related corporation to reimburse the cost of services provided to the Company (management and consulting) through December 31, 2019. Each of the Company’s executive officers is employed by CMH and will continue to receive his or her salary or compensation from CMH. The Company has an agreement with CMH which obligates the Company to reimburse CMH $35,000 per month for such services beginning January 2016. On November 17, 2017, the Company entered into an amended Management Reimbursement Agreement dated November 17, 2017, with Creative Medical Technologies, Inc. (“CMT”), the wholly owned subsidiary of the Company, and with Creative Medical Health, Inc., the parent of the Company (“CMH”). The Agreement memorializes the arrangement between the parties whereby the Company has, since January 1, 2016, reimbursed CMH $35,000 per month for the services of management and consultants employed by CMH and performing services for the Company and CMT. At the option of CMH, the reimbursable amounts set forth in the Agreement may be paid from time to time in shares of common stock of the Company at a price equal to a 30% discount to the lowest closing price during the 20 trading days prior to time the notice is given. The Agreement may be terminated by either party upon 30 days’ prior written notice. The agreement was amended in December 2018 to increase the monthly reimbursement from $35,000 to $45,000 effective January 1, 2019 and thereafter. During the three months ended March 31, 2021 and 2020, the Company recorded $135,000 in expense in connection with this agreement. As of March 31, 2021, and December 31, 2020, amounts due to CMH under the arrangement were $5,082 and $18,782, respectively. See Note 2 for discussion of an additional related party transaction with CMH. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2021 | |
DEBT | |
NOTE 4 - DEBT | During the three-months ended March 31, 2021, we issued $157,150 in convertible notes to accredited investors with net proceeds of $134,640. The notes mature during February of 2022 and bear interest at rate of 8%. The notes are convertible into shares of the Company’s common stock at conversion prices ranging from 60% to 71% of the average of the two lowest traded prices or the lowest trade price of the Company’s common stock during the previous 15 trading days preceding the conversion date. The Company is amortizing the discount due to derivative liabilities and on-issuance discount totaling $157,150 to interest expense using the straight-line method over the original terms of the loans. During the three-months ended March 31, 2021 and 2020, the Company amortized $231,232 and $289,825 respectively, to interest expense. As of March 31, 2021, total discounts of $335,568 remained for which will be expensed through February 2022. During the three-months ended March 31, 2021, the Company issued an aggregate of 314,702,077 shares upon the conversion of $887,560 of outstanding principal, interest and fees on existing, outstanding notes and 10,055,556 shares upon the cashless exercise of 11,583,333 warrants. During the three months ended March 31, 2020, the Company issued an aggregate of 61,016,388 shares upon the conversion of $350,547 of outstanding principal, interest and fees on existing, outstanding notes. During the three-months ended March 31, 2021 and 2020, the Company did not extinguish any principal or interest. As of March 31, 2021, future loan maturities are as follows: For the year ended December 31, 2021 505,642 2022 157,150 Total $ 662,792 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 3 Months Ended |
Mar. 31, 2021 | |
DERIVATIVE LIABILITIES | |
NOTE 5 - DERIVATIVE LIABILITIES | Derivative Liabilities In connection with convertible notes payable, the Company records derivative liabilities for the conversion feature. In addition, the Company has warrants for which the exercise prices reset upon future events. These warrants are also considered to be derivative liabilities. The derivative liabilities are valued on the date the convertible note payable become convertible and revalued at each reporting period. The warrants are valued on the date of issuance and revalued at each reporting period. During the three-months ended March 31, 2021, the Company recorded initial derivative liabilities of $817,791 based upon the following Black-Scholes option pricing model average assumptions: an exercise price of $0.0106 to $0.0138 our stock price on the date of grant of $0.0310 to $0.0138, expected dividend yield of 0%, expected volatility of 98.14%, risk free interest rate of 0.10% and expected terms of 1.0 year. Upon initial valuation, the derivative liabilities exceeded the face values certain of the convertible notes payable by approximately $683,151, which was recorded as a day one loss in derivative liability. On March 31, 2021, the derivative liabilities were revalued at $2,275,578 resulting in a gain of $29,159,190 related to the change in fair market value of the derivative liabilities during the three months ended March 31, 2021. The derivative liabilities were revalued using the Black-Scholes option pricing model with the following average assumptions: an exercise price of $0.0008 to 3.0900, our stock price on the date of valuation ($0.0332), expected dividend yield of 0%, expected volatility of 93.05% to 102.96%, risk-free interest rate of 0.07% to 0.35%, and expected terms ranging from 0.5 to 3.3 years. In connection with convertible notes converted, as disclosed in Note 4, the Company reclassed derivative liabilities with a fair value of $8,124,855 to additional paid-in capital for the three-month period ended March 31, 2021. The Company revalued the derivative liabilities at each conversion date recording the pro-rata portion of the derivative liability as compared to the portion of the convertible note converted to the pre-conversion carrying value to additional paid-in capital. Future Potential Dilution Most of the Company’s convertible notes payable contain adjustable conversion terms with significant discounts to market. As of March 31, 2021, the Company’s convertible notes payable are potentially convertible into an aggregate of approximately 37 million shares of common stock. In addition, due to the variable conversion prices on some of the Company’s convertible notes, the number of common shares issuable is dependent upon the traded price of the Company’s common stock. |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2021 | |
WARRANTS | |
NOTE 6 - WARRANTS | From January 2021 through March 2021, the Company issued no warrants in connection with services and convertible notes payable. The fair value of each warrant is estimated using the Black-Scholes valuation model on the date of issuance and if needed at each period end. Assumptions used in calculating the fair value during the three months ended March 31, 2021 were as follows: Weighted Average Inputs Used Annual dividend yield $ - Expected life (years) 1.3 to 3.3 Risk-free interest rate 0.07% to 0.35 % Expected volatility 93.05% to 102.96 % Common stock price $ 0.0008 to $3.0900 Since the expected life of the warrants was greater than the Company’s historical stock information available, the Public Company determined the expected volatility based on price fluctuations of comparable public companies. The issuances, exercises and pricing re-sets during the three months ended March 31, 2021, are as follows: Outstanding at December 31, 2020 76,369,112 Issuances - Exercises (11,583,333 ) Anti-Dilution/Modification - Forfeitures/cancellations - Outstanding at March 31, 2021 64,785,779 Weighted Average Price at March 31, 2021 $ 0.006 |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 3 Months Ended |
Mar. 31, 2021 | |
STOCKHOLDERS DEFICIT | |
NOTE 7 - STOCKHOLDERS' DEFICIT | Series B Convertible Preferred Stock Equity Financing On February 11, 2021, the Board of Directors of the Corporation had authorized issuance of up to 350 shares of preferred stock, $0.001 par value per share, designated as Series B Convertible Preferred Stock. Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value of $1,200, subject to increase set forth in the Certificate of Designation. Dividends: Voting Rights: Liquidation: Conversion: Redemption: The Series B Convertible Preferred Stock may be redeemed by payment of the stated value thereof, with the following premiums based on the time of the redemption. · 105% of the stated value if the redemption takes place within 90 days of issuance; · 110% of the stated value if the redemption takes place after 90 days and within 120 days of issuance · 120% of the stated value if the redemption takes place after 120 days and within 180 days of issuance In addition, the Series B Preferred Stock contain various redemption provisions for which are contingent upon future events including but not limited to having sufficient authorized shares, change in control, bankruptcy, etc. Upon a triggering event, the Company the redemption price is 125% of the stated value plus all unpaid dividends and liquidated damages. Most Favored Nation Provision. On February 12, 2021, pursuant to the terms noted above, the Company entered into a new preferred equity financing agreement with BHP Capital, LLC (“BHP”) in the amount of $350,000 for 350 shares of the newly-designated Series B Convertible Preferred Stock valued at $1,200 per share for which $326,600 in proceeds were received by the Company. In connection with the closing, the Company issued an additional 1.5 million shares of common stock as a service fee. The Company has accounted for the transaction with equity at the proceeds received was considered consideration for all securities issued. Series C Convertible Preferred Stock Equity Financing On March 30, 2021, the Board of Directors of the Corporation had authorized issuance of up to 150 shares of preferred stock, $0.001 par value per share, designated as Series C Convertible Preferred Stock. Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value of $1,200, subject to increase set forth in the Certificate of Designation. Dividends: Voting Rights: The Series C Convertible Preferred Stock will vote together with the common stock on an as converted basis subject to the Beneficial Ownership Limitations (not in excess of 4.99% conversion limitation). However, as long as any shares of Series C Convertible Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series C Convertible Preferred Stock directly and/or indirectly (a) alter or change adversely the powers, preferences or rights given to the Series C Convertible Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to redemption or distribution of assets upon a Liquidation (as defined in Section 5) senior to, or otherwise pari passu with, the Series C Convertible Preferred Stock or, authorize or create any class of stock ranking as to dividends senior to, or otherwise pari passu with, the Series C Convertible Preferred Stock, (c) amend its Articles of Incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (d) increase the number of authorized shares of Series C Convertible Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing. Liquidation: Conversion: Redemption: · 105% of the stated value if the redemption takes place within 90 days of issuance; · 110% of the stated value if the redemption takes place after 90 days and within 120 days of issuance · 120% of the stated value if the redemption takes place after 120 days and within 180 days of issuance In addition, the Series C Preferred Stock contain various redemption provisions for which are contingent upon future events including but not limited to having sufficient authorized shares, change in control, bankruptcy, etc. Upon a triggering event, the Company the redemption price is 125% of the stated value plus all unpaid dividends and liquidated damages. Most Favored Nation Provision. On March 30, 2021, pursuant to the terms noted above, the Company entered into a new preferred equity financing agreement with Fourth Man, LLC (“FM”) in the amount of $150,000. The closing under the SPA consisted of 150 shares of Series C Convertible Preferred Stock, stated value $1,200 per share, issued to FM for a purchase price of $150,000, or $1,000 per share, for which $141,049 in proceeds were received by the Company. In connection with the closing, the Company issued an additional 642,857 shares of common stock as a service fee. The Company has accounted for the transaction with equity at the proceeds received was considered consideration for all securities issued. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
SUBSEQUENT EVENTS | |
NOTE 8 - SUBSEQUENT EVENTS | In accordance with ASC 855, management reviewed all material events through May 17, 2021, for these financial statements and there are no material subsequent events to report, except as follows: Conversion Notice During April and May of 2021, we issued 4,948,065 shares of common stock for the conversion of $97,697 in convertible notes. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Organization | Creative Medical Technologies Holdings, Inc. is a commercial stage biotechnology company focused on immunology, urology, orthopedics and neurology using adult stem cell treatments. We currently conduct substantially all of our commercial operations through CMT. CMT markets and sells our CaverStem® and FemCelz® disposable kits utilized by physicians to perform autologous procedures that treat erectile dysfunction and female sexual dysfunction, respectively. Our CaverStem® and FemCelz® kits are currently available through physicians at 14 locations in the United States and Europe. In 2020, we formed ImmCelz, Inc., a wholly owned subsidiary of CMT. Through our ImmCelz Inc. subsidiary, we began exploring the development of treatments that utilize a patient’s own extracted immune cells that are then “reprogrammed” by culturing them outside the patient’s body with optimized stem cells. The immune cells are then re-injected into the patient from whom they were extracted. We believe this process endows the immune cells with regenerative properties that may be suitable for the treatment of stroke victims. In contrast to other stem cell-based approaches, the immune cells are significantly smaller in size than stem cells and are believed to more effectively penetrate areas of the damaged tissues and induce regeneration. We are currently primarily focused on expanding the commercial sale and use of CaverStem® and FemCelz® by physicians in the Unites States, Europe and South America, commercializing our StemSpine® treatment for lower back pain and filing an Innovative New Drug (IND) application to the FDA utilizing our ImmCelz technology platform to treat stroke. In the future, subject to the availability of capital, we will seek to further develop additional therapeutic products such as Ovastem™ that utilize our proprietary intellectual property. |
Use of Estimates | The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2021 and for the three-month period then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The operations for the three-month period ended March 31, 2021, are not necessarily indicative of the operating results for the full year. |
Going Concern | The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, during the three-month period ended March 31, 2021, the Company had negative cash flows from operating activities of $441,518 and had a working capital deficit of $3,039,315. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of equity securities. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Risks and Uncertainties | On January 30, 2020, the World Health Organization declared the COVID-19 outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the COVID-19 include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The COVID-19 and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the complete financial effect will be to the company, to-date, the Company is experiencing a reduction in revenues due to the prioritization of medical resources to address the COVID-19 outbreak. In several of our markets, all non-essential (including elective) procedures have been placed on hold. While this has a negative financial impact to our revenues, there have been the same reductions to our costs. Additionally, since the Company maintains no inventory and require nearly all of customers to pre-pay, there is no risk to receivables or inventory write-downs. The company expects existing orders temporarily on hold and continued sales, training and patient treatments will resume once the physician’s offices are back to being fully operational. |
Revenue | We have adopted the new revenue recognition standards that went into effect on January 1, 2019. All revenues reported in 2019 and beyond reflect those standards. Adoption of the standards had no effect on the Company’s revenues. |
Fair Value of Financial Instruments | The Company’s financial instruments consist of cash and cash equivalents, convertible notes, and payables. The carrying amount of cash and cash equivalents and payables approximates fair value because of the short-term nature of these items. When determining fair value, whenever possible the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of March 31, 2021, and December 31, 2020, the Company didn’t have any Level 1 or 2 financial instruments. The table below reflects the results of our Level 3 fair value calculations: Notes Warrants Total Derivative liability at December 31, 2020 $ 37,343,835 $ 1,397,997 $ 38,741,832 Addition of new conversion option derivatives 817,791 - 817,791 Extinguishment/modification - - - Conversion of note derivatives (8,124,855 ) - (8,124,855 ) Change in fair value (29,438,447 ) 279,257 (29,159,190 ) Derivative liability at March 31, 2021 $ 598,324 $ 1,677,254 $ 2,275,578 |
Basic and Diluted Loss Per Share | The Company follows Financial Accounting Standards Board (“FASB”) ASC 260 Earnings per Share to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Dilutive common share equivalents include the dilutive effect of in-the-money share equivalents, which are calculated, based on the average share price for each period using the treasury stock method. Under the treasury stock method, the exercise price of an award, if any, the amount of compensation cost, if any, for future service that the Company has not yet recognized, and the estimated tax benefits that would be recorded in paid-in capital, if any, when an award is settled are assumed to be used to repurchase shares in the current period. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. The following is a summary of outstanding securities which have been included in the calculation of diluted net income per share and reconciliation of net income to net income available to common stockholders for the three-months ended March 31, 2021. For the Three Months Ended March 31, 2021 Weighted average common shares outstanding used in calculating basic earnings per share 1,138,560,486 Effect of Series B and C preferred stock 12,000,000 Effect of warrants 64,785,779 Effect of convertible notes payable 28,949,143 Effect of convertible related party management fee and patent liabilities 234,194 Weighted average common shares outstanding used in calculating diluted earnings per share 1,244,529,602 Net income as reported $ 27,836,019 Add - Interest on convertible notes payable 53,718 Net income available to common stockholders $ 27,889,737 The Company excluded 3,333 options and 8,920,779 warrants from the computation of diluted net income per share for the three-months ended March 31, 2021 as their exercise prices were in excess of the average closing market price of the Company’s common stock during that period. During the three-month period ended March 31, 2020, the Company had 3,333 options and 209,827 warrants to purchase common stock outstanding. In addition, the Company has various convertible notes payable which on March 31, 2020, are convertible into approximately 562,263,144 shares of common stock. |
Recent Accounting Pronouncements | The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements. |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Fair Value | Notes Warrants Total Derivative liability at December 31, 2020 $ 37,343,835 $ 1,397,997 $ 38,741,832 Addition of new conversion option derivatives 817,791 - 817,791 Extinguishment/modification - - - Conversion of note derivatives (8,124,855 ) - (8,124,855 ) Change in fair value (29,438,447 ) 279,257 (29,159,190 ) Derivative liability at March 31, 2021 $ 598,324 $ 1,677,254 $ 2,275,578 |
Summary of outstanding securities | For the Three Months Ended March 31, 2021 Weighted average common shares outstanding used in calculating basic earnings per share 1,138,560,486 Effect of Series B and C preferred stock 12,000,000 Effect of warrants 64,785,779 Effect of convertible notes payable 28,949,143 Effect of convertible related party management fee and patent liabilities 234,194 Weighted average common shares outstanding used in calculating diluted earnings per share 1,244,529,602 Net income as reported $ 27,836,019 Add - Interest on convertible notes payable 53,718 Net income available to common stockholders $ 27,889,737 For the Three Months Ended March 31, 2020 Weighted average common shares outstanding used in calculating basic earnings per share 40,746,192 Effect of warrants 4,834,433 Effect of convertible notes payable 562,263,144 Effect of convertible related party management fee and patent liabilities 168,761,150 Weighted average common shares outstanding used in calculating diluted earnings per share 776,604,919 Net income as reported $ 3,742,480 Add - Interest on convertible notes payable 49,714 Net income available to common stockholders $ 3,792,194 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
DEBT | |
Schedule of future loan maturities | For the year ended December 31, 2021 505,642 2022 157,150 Total $ 662,792 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
WARRANTS (Tables) | |
Schedule of Warrants | Weighted Average Inputs Used Annual dividend yield $ - Expected life (years) 1.3 to 3.3 Risk-free interest rate 0.07% to 0.35 % Expected volatility 93.05% to 102.96 % Common stock price $ 0.0008 to $3.0900 |
Schedule of fair value of warrants | Outstanding at December 31, 2020 76,369,112 Issuances - Exercises (11,583,333 ) Anti-Dilution/Modification - Forfeitures/cancellations - Outstanding at March 31, 2021 64,785,779 Weighted Average Price at March 31, 2021 $ 0.006 |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Derivative liability, beginning | $ 38,741,832 |
Addition of new conversion option derivatives | 817,791 |
Extinguishment/modification | 0 |
Conversion of note derivatives | (8,124,855) |
Change in fair value | (29,159,190) |
Derivative liability, ending | 2,275,578 |
Warrants [Member] | |
Derivative liability, beginning | 1,397,997 |
Addition of new conversion option derivatives | 0 |
Extinguishment/modification | 0 |
Conversion of note derivatives | 0 |
Change in fair value | 279,257 |
Derivative liability, ending | 1,677,254 |
Notes [Member] | |
Derivative liability, beginning | 37,343,835 |
Addition of new conversion option derivatives | 817,791 |
Extinguishment/modification | 0 |
Conversion of note derivatives | (8,124,855) |
Change in fair value | (29,438,447) |
Derivative liability, ending | $ 598,324 |
ORGANIZATION AND SUMMARY OF S_5
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Weighted average common shares outstanding used in calculating basic earnings per share | 1,138,560,486 | 40,746,192 |
Effect of Series B and C preferred stock | 12,000,000 | |
Effect of warrants | 64,785,779 | 4,834,433 |
Effect of convertible notes payable | 28,949,143 | 562,263,144 |
Effect of convertible related party management fee and patent liabilities | 234,194 | 168,761,150 |
Weighted average common shares outstanding used in calculating diluted earnings per share | 1,244,529,602 | 776,604,919 |
Net income as reported | $ 27,836,019 | $ 3,742,480 |
Add - Interest on convertible notes payable | 53,718 | 49,714 |
Net income available to common stockholders | $ 27,889,737 | $ 3,792,194 |
ORGANIZATION AND SUMMARY OF S_6
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Working capital deficit | $ (3,039,315) | |
Debt conversion, converted instrument, shares issued | 562,263,144 | |
Cash used in operating activity | $ (441,518) | $ (195,321) |
Warrants [Member] | ||
Anti-dilutive securities excluded from computation of earning per share | 8,920,779 | |
Warrants to purchase common stock outstanding | 209,827 | |
Options [Member] | ||
Anti-dilutive securities excluded from computation of earning per share | 3,333 | |
Options to purchase common stock outstanding | 3,333 |
LICENSING AGREEMENTS (Details N
LICENSING AGREEMENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Dec. 28, 2020 | Nov. 30, 2019 | May 17, 2017 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
License fees | $ 250,000 | |||||
License agreement description | The "Upfront Royalty”, which can also be paid in CELZ stock at a discount of 25% of the closing price of $0.0037, which is based on the date of this agreement. | |||||
Continuing royalty description | Within thirty (30) days of the end of each calendar quarter during the term of this Agreement, Licensee will pay Licensor five percent (5%) of the Net Income of ImmCelz. during such calendar quarter (the “Continuing Royalty”) | |||||
Amortization expenses | $ 23,021 | $ 16,772 | ||||
Finite-Lived Intangible Assets, Net | 596,742 | $ 619,763 | ||||
Debt conversion, converted instrument, shares issued | 562,263,144 | |||||
Stemspine LLC [Member] | ||||||
Royalty payment percentage | 5.00% | |||||
Non-royalty sublease income percentage. | 50.00% | |||||
Patent License Agreement [Member] | ||||||
License fees | 250,000 | |||||
Amortization expenses | 6,250 | |||||
Finite-Lived Intangible Assets, Net | $ 25,000 | |||||
Expiration period of finite-lived intangible assets | 2030 | |||||
Amortization period | 10 years | |||||
Patent, carrying value | $ 243,750 | 250,000 | ||||
Patents [Member] | ||||||
Amortization expenses | 2,493 | |||||
Finite-Lived Intangible Assets, Net | 48,466 | 50,959 | ||||
Expected amount of amortization | $ 9,972 | |||||
Expiration period of finite-lived intangible assets | 2026 | |||||
Patents [Member] | Creative Medical Health Inc [Member] | ||||||
Amortization expenses | $ 11,485 | |||||
Finite-Lived Intangible Assets, Net | 236,769 | 248,254 | ||||
Expected amount of amortization | $ 46,000 | |||||
Expiration period of finite-lived intangible assets | 2027 | |||||
Initial payment | $ 300,000 | $ 100,000 | ||||
Percentage of discount on the basis of recent trading price | 30.00% | |||||
Debt conversion, converted instrument, amount | $ 50,000 | |||||
Share price for two or more consecutive trading days | $ 0.01 | |||||
Debt conversion, converted instrument, shares issued | 44,642,847 | |||||
Patents [Member] | Creative Medical Health Inc [Member] | Scenario One [Member] | ||||||
Payments upon signing agreement with university for the initiation of an IRB clinical trial | $ 100,000 | |||||
Payments upon completion of the IRB clinical trial | 200,000 | |||||
Payments in the event of commercialization of technology | 300,000 | |||||
Patents [Member] | Creative Medical Health Inc [Member] | Scenario Two [Member] | ||||||
Payments upon filing an IND with the FDA | 100,000 | |||||
Payments upon dosing of the first patient in a Phase 1-2 clinical trial | 200,000 | |||||
Payments upon dosing of the first patient in Phase 3 clinical trial | $ 400,000 | |||||
Patents [Member] | Stemspine LLC [Member] | ||||||
Amortization expenses | $ 2,500 | |||||
Finite-Lived Intangible Assets, Net | 62,500 | 65,000 | ||||
Expected amount of amortization | $ 10,000 | |||||
Expiration period of finite-lived intangible assets | 2027 | |||||
Patents [Member] | Multipotent Amniotic Fetal Stem Cells License Agreement [Member] | ||||||
Amortization expenses | $ 293 | $ 294 | ||||
Finite-Lived Intangible Assets, Net | 5,256 | $ 5,549 | ||||
Expected amount of amortization | $ 1,172 | |||||
Expiration period of finite-lived intangible assets | 2026 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Dec. 31, 2018 | Nov. 17, 2017 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Creative Medical Health [Member] | |||||
Percentage of Common Stock, Discount on Shares at the market price. | 30.00% | ||||
Number of Trading days | 20 days | ||||
Agreement Notice period | 30 days | ||||
Amounts due under the arrangement | $ 5,082 | $ 18,782 | |||
Expense | 135,000 | $ 135,000 | |||
Maximum [Member] | |||||
Represent the amount of reimbursement of management fees, monthly | $ 45,000 | ||||
Minimum [Member] | |||||
Represent the amount of reimbursement of management fees, monthly | $ 35,000 | ||||
January 1, 2016 [Member] | |||||
Management and consultant service, monthly | $ 35,000 |
DEBT (Details)
DEBT (Details) | Mar. 31, 2021USD ($) |
For the year ended December 31 | |
2021 | $ 505,642 |
2022 | 157,150 |
Total | $ 662,792 |
DEBT (Details Narrative)
DEBT (Details Narrative) | 3 Months Ended | |
Mar. 31, 2021USD ($)integershares | Mar. 31, 2020USD ($)shares | |
Debt conversion, shares issued | shares | 314,702,077 | 61,016,388 |
Debt conversion, converted instrument, amount | $ 887,560 | $ 350,547 |
Amortization of debt discount | $ 231,232 | 289,825 |
Debt conversion, converrted instrument, shares issued | shares | 10,055,556 | |
Common stock issued for cashless warrant exercise, shares | shares | 11,583,333 | |
Unamortized debt discount | $ 335,568 | |
Proceeds from convertible notes payable | 134,640 | $ 145,000 |
Convertible Debt [Member] | Accredited Investors [Member] | ||
Amortization of debt discount | 157,150 | |
Proceeds from convertible notes payable | 134,640 | |
Convertible notes payable | $ 157,150 | |
Maturity date, description | The notes mature during February through September of 2022 | |
Interest rate | 8.00% | |
Debt instrument, convertible, threshold trading day | integer | 15 | |
Convertible Debt [Member] | Accredited Investors [Member] | Minimum [Member] | ||
Conversion price, percentage | 60.00% | |
Convertible Debt [Member] | Accredited Investors [Member] | Maximum [Member] | ||
Conversion price, percentage | 71.00% |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Derivative Liability | $ 817,791 | |
Derivative, Gain (Loss) on Derivative, Net | 8,124,855 | $ 751,217 |
Derivative liabilities exceeded the face values | $ 683,151 | |
Debt Conversion, Converted Instrument, Shares Issued | 37,000,000 | |
Revaluation [Member] | ||
Derivative Liability | $ 2,275,578 | |
Derivative, Gain (Loss) on Derivative, Net | $ 29,159,190 | |
Expected dividend yield | 0.00% | |
Stock price | $ 0.0029 | |
Revaluation [Member] | Minimum [Member] | ||
Risk free interest | 0.07% | |
Expected volatility rate | 93.05% | |
Expected term | 5 months 30 days | |
Exercise price | $ 0.0008 | |
Revaluation [Member] | Maximum [Member] | ||
Risk free interest | 0.35% | |
Expected volatility rate | 102.96% | |
Expected term | 3 years 3 months 18 days | |
Exercise price | $ 3.0900 | |
Initial valuation [Member] | ||
Expected dividend yield | 0.00% | |
Risk free interest | 0.10% | |
Expected volatility rate | 98.14% | |
Expected term | 1 year | |
Initial valuation [Member] | Minimum [Member] | ||
Stock price | $ 0.0138 | |
Exercise price | 0.0106 | |
Initial valuation [Member] | Maximum [Member] | ||
Stock price | 0.0310 | |
Exercise price | $ 0.0138 |
WARRANTS (Details)
WARRANTS (Details) - Warrants [Member] | 3 Months Ended |
Mar. 31, 2021USD ($)$ / shares | |
Annual dividend yield | $ | $ 0 |
Minimum [Member] | |
Expected life (years) | 1 year 3 months 18 days |
Risk-free interest rate | 0.07% |
Expected volatility | 93.05% |
Common stock price | $ 0.0008 |
Maximum [Member] | |
Expected life (years) | 3 years 3 months 18 days |
Risk-free interest rate | 0.35% |
Expected volatility | 102.96% |
Common stock price | $ 3.0900 |
WARRANTS (Details 1)
WARRANTS (Details 1) - Warrants [Member] | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Outstanding, beginning period | 76,369,112 |
Issuances | |
Exercises | (11,583,333) |
Anti-Dilution/Modification | |
Forfeitures/cancellations | |
Outstanding, ending period | 64,785,779 |
Weighted Average Price | $ / shares | $ 0.006 |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($) | Feb. 12, 2021 | Mar. 31, 2021 | Mar. 30, 2021 | Feb. 11, 2021 | Dec. 31, 2020 |
Common Stock shares issued | 1,140,083,954 | 768,540,617 | |||
Series B Preferred Shares [Member] | |||||
Preferred stock series, description | On February 11, 2021, the Board of Directors of the Corporation had authorized issuance of up to 350 shares of preferred stock, $0.001 par value per share, designated as Series B Convertible Preferred Stock. | ||||
Stated Value per share | $ 1,200 | ||||
Conversion price per share | $ 0.05 | ||||
Common stock price | 0.001 | ||||
Redemption price | 125.00% | ||||
Preferred Stock Series C [Member] | |||||
Preferred stock series, description | The Board of Directors of the Corporation had authorized issuance of up to 150 shares of preferred stock, $0.001 par value per share, designated as Series C Convertible Preferred Stock. | ||||
Stated Value per share | $ 1,200 | $ 1,200 | |||
Common stock price | $ 0.001 | ||||
Redemption price | 125.00% | ||||
Board of Directors [Member] | |||||
Preferred stock shares designated | 350 | ||||
BHP Capital, LLC [Member] | |||||
Preferred stock shares designated | 350 | ||||
Common stock price | $ 1,200 | ||||
Preferred stock shares designated, amount | $ 350,000 | ||||
Net proceeds | $ 326,600 | ||||
Stock Issued During Period, Shares, Issued for Services | 1,500,000 | ||||
Fourth Man, LLC [Member] | |||||
Preferred stock shares designated | 150 | ||||
Stated Value per share | $ 1,200 | ||||
Common stock price | $ 0.001 | ||||
Preferred stock shares designated, amount | $ 150,000 | ||||
Net proceeds | $ 141,049 | ||||
Common Stock shares issued | 642,857 | ||||
Cumulative dividends | 10.00% | ||||
Aggregate purchase price | $ 150,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended |
May 31, 2021 | Mar. 31, 2020 | |
Debt conversion, converted instrument, shares issued | 562,263,144 | |
Subsequent Event [Member] | ||
Debt conversion, converted instrument, shares issued | 4,948,065 | |
Debt conversion, converted instrument, amount | $ 97,697 |