Cover
Cover | 6 Months Ended |
Jun. 30, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC. |
Entity Central Index Key | 0001187953 |
Document Type | S-1 |
Amendment Flag | false |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Filer Category | Non-accelerated Filer |
Entity Ex Transition Period | false |
Entity Incorporation State Country Code | NV |
Entity Tax Identification Number | 87-0622284 |
Entity Address Address Line 1 | 211 E Osborn Road |
Entity Address City Or Town | Phoenix |
Entity Address State Or Province | AZ |
Entity Address Postal Zip Code | 85012 |
City Area Code | 833 |
Local Phone Number | 336-7636 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | |||
Cash | $ 158,588 | $ 98,012 | $ 88,648 |
Accounts receivable | 5,600 | ||
Total Current Assets | 158,588 | 98,012 | 94,248 |
OTHER ASSETS | |||
Licenses, net of amortization | 573,721 | 619,763 | 436,555 |
TOTAL ASSETS | 732,309 | 717,775 | 530,803 |
CURRENT LIABILITIES | |||
Accounts payable | 365,042 | 350,899 | 320,785 |
Accrued expenses | 71,474 | 159,771 | 120,492 |
Management fee and patent liabilities - related parties | 302,582 | 468,782 | 240,082 |
Convertible notes payable, net of discount of $120,185 and $409,649, respectively | 117,267 | 788,701 | 1,062,266 |
Note payable | 105,000 | 0 | |
Advances from related party | 237,300 | 10,800 | 10,800 |
Derivative liabilities | 248,097 | 38,741,832 | 6,847,877 |
Total Current Liabilities | 1,446,762 | 40,520,785 | 8,602,302 |
TOTAL LIABILITIES | 40,520,785 | 8,602,302 | |
STOCKHOLDERS' DEFICIT | |||
Preferred Stock Value | 0 | 0 | |
Common Stock Value | 1,220,307 | 768,536 | 22,489 |
Additional paid-in capital | 34,559,639 | 21,315,690 | 17,468,018 |
Accumulated deficit | (36,959,399) | (61,890,236) | (25,565,006) |
TOTAL STOCKHOLDERS' DEFICIT | (714,453) | (39,803,010) | (8,071,499) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 732,309 | 717,775 | 830,803 |
Preferred Stock Series C [Member] | |||
STOCKHOLDERS' DEFICIT | |||
Preferred Stock Value | 141,000 | 0 | |
Preferred Stock Series A [Member] | |||
STOCKHOLDERS' DEFICIT | |||
Preferred Stock Value | 3,000 | 3,000 | $ 3,000 |
Preferred Stock Series B [Member] | |||
STOCKHOLDERS' DEFICIT | |||
Preferred Stock Value | $ 321,000 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt discount, convertible notes payable | $ 120,185 | $ 409,649 | $ 560,899 |
Common stock, shares par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 | 6,000,000,000 |
Common stock, shares issued | 1,220,311,120 | 768,540,617 | 22,493,046 |
Common stock, shares outstanding | 1,220,307,120 | 768,536,617 | 22,489,046 |
Preferred stock, shares par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 7,000,000 | 7,000,000 | 7,000,000 |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Preferred Stock Series A [Member] | |||
Preferred stock, shares par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 3,000,000 | 3,000,000 | 3,000,000 |
Preferred stock, shares outstanding | 3,000,000 | 3,000,000 | 3,000,000 |
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 | $ 420,000 | |
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 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||
Revenues | $ 10,000 | $ 27,900 | $ 10,000 | $ 70,000 | $ 164,500 | $ 165,500 |
Cost of revenues | 4,500 | 10,800 | 4,500 | 24,996 | 50,596 | 45,499 |
Gross profit | 5,500 | 17,100 | 5,500 | 45,004 | 113,904 | 120,001 |
OPERATING EXPENSES | ||||||
Selling, general and administrative | 498,321 | 214,886 | 779,244 | 561,054 | 1,161,947 | 1,223,219 |
Amortization of patent costs | 23,021 | 16,478 | 46,042 | 33,250 | 66,792 | 26,950 |
TOTAL EXPENSES | 521,342 | 231,364 | 825,286 | 594,304 | 1,228,739 | 1,250,169 |
Operating loss | (515,842) | (214,264) | (819,786) | (549,300) | (1,114,835) | (1,130,168) |
OTHER INCOME/(EXPENSE) | ||||||
Interest expense | (234,338) | (297,803) | (570,414) | (621,026) | (1,229,590) | (1,895,528) |
Gain on extinguishment of convertible notes | 96,444 | 0 | 96,444 | 0 | (366,042) | |
Change in fair value of derivatives liabilities | (2,251,446) | (1,330,496) | 26,224,593 | 3,070,243 | (33,980,805) | (5,091,935) |
Total other income (expense) | (2,389,340) | (1,628,299) | 25,750,623 | 2,449,217 | (35,210,395) | (7,353,505) |
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | (2,905,182) | (1,842,563) | 24,930,837 | 1,899,917 | (36,325,230) | (8,483,673) |
Provision for income taxes | 0 | 0 | 0 | 0 | ||
NET INCOME (LOSS) | $ (2,905,182) | $ (1,842,563) | $ 24,930,837 | $ 1,899,917 | $ (36,325,230) | $ (8,483,673) |
BASIC AND DILUTED NET LOSS PER SHARE | $ (0.13) | $ (0.82) | ||||
BASIC NET INCOME (LOSS) PER SHARE | $ 0 | $ (0.01) | $ 0.02 | $ 0.02 | ||
DILUTED NET INCOME (LOSS) PER SHARE | $ 0 | $ (0.01) | $ 0.02 | $ 0 | ||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC | 1,160,041,813 | 169,163,555 | 1,121,158,906 | 104,954,874 | ||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED | 289,730,374 | 10,343,162 | ||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - DILUTED | 1,160,041,813 | 169,163,555 | 1,164,463,648 | 960,394,825 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Total | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Series A Preferred Stock [Member] | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Dec. 31, 2018 | 3,000,000 | 6,018,075 | |||||
Balance, amount at Dec. 31, 2018 | $ (3,994,637) | $ 3,000 | $ 6,018 | $ 13,077,678 | $ (17,081,333) | ||
Common stock issued for cashless warrant exercise, shares | 531,247 | 531,247 | |||||
Common stock issued for cashless warrant exercise, amount | $ 0 | $ 531 | (531) | ||||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, shares | 11,873,057 | ||||||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, amount | 1,501,275 | $ 11,873 | 1,489,402 | ||||
Common stock issued for related party management fee and patent liabilities, shares | 4,066,667 | ||||||
Common stock issued for related party management fee and patent liabilities, amount | 250,000 | $ 4,067 | 245,933 | ||||
Relief of derivative liabilities | 2,655,536 | 2,655,536 | |||||
Net loss | (8,483,673) | (8,483,673) | |||||
Stock-based compensation | 0 | ||||||
Balance, shares at Dec. 31, 2019 | 3,000,000 | 22,489,046 | |||||
Balance, amount at Dec. 31, 2019 | (8,071,499) | $ 0 | $ 0 | $ 3,000 | $ 22,489 | 17,468,018 | (25,565,006) |
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, shares | 200,844,446 | ||||||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, amount | 605,255 | 0 | 0 | 0 | $ 200,844 | 404,411 | 0 |
Common stock issued for related party management fee and patent liabilities, shares | 21,986,841 | ||||||
Common stock issued for related party management fee and patent liabilities, amount | 120,000 | 0 | 0 | 0 | $ 21,987 | 98,013 | 0 |
Relief of derivative liabilities | 1,241,655 | 0 | 0 | 0 | $ 0 | 1,241,655 | 0 |
Net loss | 1,899,917 | 0 | 0 | 1,899,917 | |||
Difference in shares from reverse stock split, shares | 1,711 | ||||||
Difference in shares from reverse stock split, amount | 0 | 0 | 0 | $ 0 | $ 2 | (2) | 0 |
Stock-based compensation | 0 | ||||||
Balance, shares at Jun. 30, 2020 | 3,000,000 | 245,322,044 | |||||
Balance, amount at Jun. 30, 2020 | (4,204,672) | $ 3,000 | $ 245,322 | 19,212,095 | (23,665,089) | ||
Balance, shares at Dec. 31, 2019 | 3,000,000 | 22,489,046 | |||||
Balance, amount at Dec. 31, 2019 | (8,071,499) | 0 | 0 | $ 3,000 | $ 22,489 | 17,468,018 | (25,565,006) |
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, shares | 681,731,395 | ||||||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, amount | 1,366,705 | $ 681,731 | 684,974 | ||||
Common stock issued for related party management fee and patent liabilities, shares | 64,314,883 | ||||||
Common stock issued for related party management fee and patent liabilities, amount | 160,000 | $ 64,315 | 95,685 | ||||
Relief of derivative liabilities | 2,795,340 | 2,795,340 | |||||
Net loss | (36,325,230) | (36,325,230) | |||||
Beneficial conversion feature issued with Allogenics patent liability | 101,351 | 101,351 | |||||
Stock-based compensation | 170,323 | 170,323 | |||||
Differences in shares from reverse stock split, shares | 1,293 | ||||||
Differences in shares from reverse stock split, amount | $ 1 | (1) | |||||
Balance, shares at Dec. 31, 2020 | 3,000,000 | 768,536,617 | |||||
Balance, amount at Dec. 31, 2020 | (39,803,010) | 0 | 0 | $ 3,000 | $ 768,536 | 21,315,690 | (61,890,236) |
Balance, shares at Mar. 31, 2020 | 3,000,000 | 85,756,727 | |||||
Balance, amount at Mar. 31, 2020 | (3,182,255) | $ 3,000 | $ 85,757 | 18,551,514 | (21,822,526) | ||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, shares | 139,828,058 | ||||||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, amount | 254,708 | $ 139,828 | 114,880 | ||||
Common stock issued for related party management fee and patent liabilities, shares | 19,736,841 | ||||||
Common stock issued for related party management fee and patent liabilities, amount | 75,000 | $ 19,737 | 55,263 | ||||
Relief of derivative liabilities | 490,438 | 490,438 | |||||
Net loss | (1,842,563) | (1,842,563) | |||||
Difference in shares from reverse stock split, shares | 418 | ||||||
Balance, shares at Jun. 30, 2020 | 3,000,000 | 245,322,044 | |||||
Balance, amount at Jun. 30, 2020 | (4,204,672) | $ 3,000 | $ 245,322 | 19,212,095 | (23,665,089) | ||
Balance, shares at Dec. 31, 2020 | 3,000,000 | 768,536,617 | |||||
Balance, amount at Dec. 31, 2020 | $ (39,803,010) | 0 | 0 | $ 3,000 | $ 768,536 | 21,315,690 | (61,890,236) |
Common stock issued for cashless warrant exercise, shares | 11,583,333 | ||||||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, shares | 386,049,691 | ||||||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, amount | $ 1,229,351 | $ 0 | $ 0 | 0 | $ 386,050 | 843,301 | 0 |
Common stock issued for related party management fee and patent liabilities, shares | 350 | 150 | 2,142,857 | ||||
Common stock issued for related party management fee and patent liabilities, amount | 462,000 | $ 321,000 | $ 141,000 | 0 | $ 2,143 | (2,143) | 0 |
Relief of derivative liabilities | 12,225,353 | 0 | 0 | 0 | 0 | 12,225,353 | 0 |
Net loss | 24,930,837 | 0 | 0 | 0 | 0 | 0 | 24,930,837 |
Stock-based compensation | 211,768 | 0 | 0 | 0 | $ 0 | 211,768 | 0 |
Common stock issued for related party patent and management liabilities, shares | 44,642,847 | ||||||
Common stock issued for related party patent and management liabilities, amount | 50,000 | 0 | 0 | 0 | $ 44,643 | 5,357 | 0 |
Dividends on preferred stock | (20,752) | 0 | 0 | 0 | $ 0 | (20,752) | 0 |
Cashless exercise of warrants, shares | 18,935,108 | ||||||
Cashless exercise of warrants, amount | 0 | $ 0 | $ 0 | $ 0 | $ 18,935 | (18,935) | 0 |
Balance, shares at Jun. 30, 2021 | 350 | 150 | 3,000,000 | 1,220,307,120 | |||
Balance, amount at Jun. 30, 2021 | (714,453) | $ 321,000 | $ 141,000 | $ 3,000 | $ 1,220,307 | 34,559,639 | (36,959,399) |
Balance, shares at Mar. 31, 2021 | 350 | 150 | 3,000,000 | 1,140,079,954 | |||
Balance, amount at Mar. 31, 2021 | (2,442,573) | $ 326,600 | $ 141,049 | $ 3,000 | $ 1,140,080 | 30,000,915 | (34,054,217) |
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, shares | 71,347,614 | ||||||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, amount | 341,788 | 0 | 0 | 0 | $ 71,348 | 270,440 | 0 |
Relief of derivative liabilities | 4,100,498 | 0 | 0 | 0 | 0 | 4,100,498 | 0 |
Net loss | (2,905,182) | 0 | 0 | 0 | 0 | 0 | (2,905,182) |
Stock-based compensation | 211,768 | 0 | 0 | 0 | 0 | 211,768 | 0 |
Dividends on preferred stock | (20,752) | (5,600) | (49) | 0 | $ 0 | (15,103) | 0 |
Cashless exercise of warrants, shares | 8,879,552 | ||||||
Cashless exercise of warrants, amount | 0 | $ 0 | $ 0 | $ 0 | $ 8,879 | (8,879) | 0 |
Balance, shares at Jun. 30, 2021 | 350 | 150 | 3,000,000 | 1,220,307,120 | |||
Balance, amount at Jun. 30, 2021 | $ (714,453) | $ 321,000 | $ 141,000 | $ 3,000 | $ 1,220,307 | $ 34,559,639 | $ (36,959,399) |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net income (loss) | $ 24,930,837 | $ 1,899,917 | $ (36,325,230) | $ (8,483,673) |
Adjustments to reconcile net income to net cash from operating activities: | ||||
Stock-based compensation | 211,768 | 0 | 170,323 | 0 |
Amortization | 46,042 | 33,250 | 66,792 | 26,950 |
Amortization of debt discounts | 451,614 | 543,916 | 979,960 | 1,723,451 |
Change in fair value of derivatives liabilities | (26,224,593) | (3,070,243) | 33,980,805 | 5,091,935 |
Increase in principal and accrued interest balances due to penalty provision | 93,821 | 0 | ||
Loss on extinguishment of convertible notes payable | 0 | 266,042 | ||
Excess consideration issued in connection with relieve of management fees and patent liability | 100,000 | |||
Gain on extinguishment of convertible notes | (96,444) | 0 | ||
Changes in assets and liabilities: | ||||
Accounts receivable | 0 | 4,200 | 5,600 | 4,000 |
Inventory | 0 | (1,200) | ||
Accounts payable | 14,143 | 59,822 | 30,114 | (11,054) |
Accrued expenses | 25,355 | 92,610 | 167,029 | 189,256 |
Management fee payable | (116,200) | 120,200 | 490,051 | (120,000) |
Net cash used in operating activities | (663,657) | (317,528) | (434,556) | (1,213,093) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Net cash used in investing activities | (250,000) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from note payable | 100,000 | 0 | 710,920 | 50,000 |
Payments on notes payable to related party | (50,000) | |||
Payments on convertible notes payable | (9,300) | (17,000) | (263,411) | |
Proceeds from convertible notes payable | 134,640 | 275,200 | 710,920 | 1,302,795 |
Prepayment premiums paid on convertible notes payable | (41,699) | |||
Proceeds from sale of preferred stock | 462,000 | 0 | ||
Related party advances | 226,500 | 0 | ||
Payments to settle convertible notes payable and warrants | (198,907) | |||
Net cash provided from financing activities | 724,233 | 265,900 | 693,920 | 997,685 |
NET INCREASE (DECREASE) IN CASH | 60,576 | (51,628) | 9,364 | (215,408) |
BEGINNING CASH BALANCE | 98,012 | 88,648 | 88,648 | 304,056 |
ENDING CASH BALANCE | 158,588 | 37,020 | 98,012 | 88,648 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||
Cash payments for interest | 0 | 6,000 | 6,000 | 18,177 |
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 | 13,454,704 | 1,846,910 | 4,162,045 | 4,156,811 |
Related party liability incurred for additional patent costs | 300,000 | |||
Beneficial conversion feature issued with Allogenics patent liability | 101,351 | |||
Conversion of management fees and patent liability into common stock | 50,000 | 120,000 | $ 160,000 | $ 138,000 |
Discounts on convertible notes payable due to derivative liabilities | $ 134,640 | $ 0 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
NOTE 1 - 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. Our subsidiary, Creative Medical Technologies, Inc. (“CMT”), was originally created to monetize U.S. Patent No. 8,372,797 and related intellectual property related to the treatment of erectile dysfunction (“ED”), which it acquired in February 2016. Subsequently, we have expanded our development and acquisition of intellectual property beyond urology to include therapeutic treatments utilizing “re-programmed” stem cells, and the treatment of neurologic disorders, lower back pain, type I diabetes, and heart, liver, kidney and other diseases using various types of stem cells through our ImmCelz, Inc., StemSpine, Inc. and AmnioStem LLC subsidiaries. However, neither ImmCelz Inc., StemSpine Inc. nor AmnioStem LLC have commenced commercial activities. We currently conduct substantially all of our commercial operations through CMT, which markets and sells our CaverStem ® ® ® ® In addition to our CaverStem ® ® ® ® In 2020, 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, among other indications. 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. 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 June 30, 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 (178,086 ) (343 ) (178,429 ) Conversion of note derivatives (10,355,585 ) (1,869,768 ) (12,225,353 ) Change in fair value (27,379,861 ) 472,117 (26,907,744 ) Derivative liability at June 30, 2021 $ 284,094 $ 3 $ 248,097 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 six-months ended June 30, 2021. For the Six Months Ended June 30, 2021 Weighted average common shares outstanding used in calculating basic earnings per share 1,121,158,906 Effect of Series B and C preferred stock 12,000,000 Effect of warrants 17,936,122 Effect of convertible notes payable 11,057,344 Effect of convertible related party management fee and patent liabilities 2,311,276 Weighted average common shares outstanding used in calculating diluted earnings per share 1,164,463,648 Net income as reported $ 24,930,837 Add - Interest on convertible notes payable 117,649 Net income available to common stockholders $ 25,048,486 For the Six Months Ended June 30, 2020 Weighted average common shares outstanding used in calculating basic earnings per share 104,954,874 Effect of warrants 12,980,834 Effect of convertible notes payable 633,153,146 Effect of convertible related party management fee and patent liabilities 209,305,971 Weighted average common shares outstanding used in calculating diluted earnings per share 960,394,825 Net income as reported $ 1,899,917 Add - Interest on convertible notes payable 63,360 Net income available to common stockholders $ 1,963,277 The Company excluded 3,333 options and 8,900 warrants from the computation of diluted net income per share for the six months ended June 30, 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 June 30, 2021, the Company had 3,333 options and 34,067,186 warrants to purchase common stock outstanding. In addition, the Company has various convertible notes payable which on June 30, 2021, are convertible into approximately 12,777,975 shares of common stock. The effect during the three-month period ended June 30, 2021 was anti-dilutive due to the net loss during that period. During the three- and six-month periods ended June 30, 2020, the Company had 3,333 options and 34,741,493 warrants to purchase common stock outstanding. In addition, the Company has various convertible notes payable which on June 30, 2020, are convertible into approximately 699,863,854 shares of common stock. The effect during the three-month period ended June 30, 2020 was anti-dilutive due to the net loss during that period. Recent Accounting Pronouncements – |
LICENSING AGREEMENTS
LICENSING AGREEMENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
LICENSING AGREEMENTS | ||
NOTE 2 - 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 expenses of $293 and $586 were recorded for the three- and six-month periods ended June 30, 2021. Amortization expenses of $294 and $588 was recorded for the three- and six-month periods ended June 30, 2020. As of June 30, 2021, and December 31, 2020, the carrying values of the patent were $4,963 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 $300,000 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 and $5,000 were recorded for the three- and six-month periods ended June 30, 2021. As of June 30, 2021, and December 31, 2020, the carrying value of the initial patent license was $60,000 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 six-months ended June 30, 2021, $50,000 of this amount was converted into 44,642,847 shares of the Company’s common stock. As of June 30, 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 and $22,970 were recorded for the three- and six-month periods ended June 30, 2021. Amortization expense of $11,485 and $22,970 were recorded for the three- and six-month periods ended June 30, 2020, As of June 30, 2021 and December 31, 2020, the carrying value of the patent was $225,284 and $248,254, respectively. The Company expects 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 ImmCelzTM. during such calendar quarter (the “Continuing Royalty”) · 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 and $12,500 were recorded for the three- and six-month periods ended June 30, 2021. There was no amortization expense recorded for the three- and six-month periods ended June 30, 2020. As of June 30, 2021, and December 31, 2020, the carrying values of the patent were $237,500 and $250,000, respectively. The Company expects to amortize approximately $25,000annually through 2030 related to the licensing costs. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | ||
NOTE 3 - 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 June 30, 2021 and 2020, the Company recorded $135,000 in expense in connection with this agreement. As of June 30, 2021, and December 31, 2020, amounts due to CMH under the arrangement were $52,582 and $18,782, respectively. On May 28, 2021 our CEO, Mr. Timothy Warbington, and Board Member, Dr. Amit Patel, advanced the company $50,000 and $150,000 respectively. The two notes mature on August, 28 2021, do not have any conversion features, and bear an interest rate of 5%. See Note 2 for discussion of an additional related party transaction with CMH. |
DEBT
DEBT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
DEBT | ||
NOTE 4 - DEBT | NOTE 4 – DEBT During the six-months ended June 30, 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. On May 28, 2021, our CEO, Mr. Timothy Warbington, and Board Member, Dr. Amit Patel, advanced the company $50,000 and $150,000 respectively. The two notes mature on August, 28 2021, do not have any conversion features, and bear an interest rate of 5%. On June 21, 2021, we issued a $105,000, non-convertible note to an accredited investor with net proceeds of $100,000. The note matures on September 21, 2021, does not have any conversion features, and bears an interest rate of 10%. During the six -months ended June 30, 2021 and 2020, the Company amortized $451,614 and $543,916 respectively, to interest expense. As of June 30, 2021, total discounts of $120,185 remained for which will be expensed through February 2022. During the six-months ended June 30, 2021, the Company issued an aggregate of 386,049,691 shares upon the conversion of $1,229,351 of outstanding principal, interest and fees on existing, outstanding notes and 8,935,108 shares upon the cashless exercise of 11,583,333 warrants. During the six-months ended June 30, 2020, the Company issued an aggregate of 200,844,446 shares upon the conversion of $605,255 of outstanding principal, interest and fees on existing, outstanding notes. During the six-months ended June 30, 2021 and 2020, the Company extinguished approximately $118,000 and $9,300 of principal and interest respectively. As of June 30, 2021, future loan maturities are as follows: For the year ended December 31, 2021 185,302 2022 157,150 Total $ 342,452 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
DERIVATIVE LIABILITIES | ||
NOTE 5 - 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 an 8,900 warrant for which the exercise price resets upon future events. The warrant is also considered to be derivative liability. The derivative liabilities are valued on the date the convertible note payable become convertible and revalued at each reporting period. The warrant was valued on the date of issuance and revalued at each reporting period. During the six-months ended June 30, 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 $0.0806, 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 June 30, 2021, the derivative liabilities were revalued at $248,097 resulting in a loss of $2,251,446 and a gain of $26,224,593 related to the change in fair market value of the derivative liabilities during the three and six months ended June 30, 2021, respectively. The derivative liabilities were revalued using the Black-Scholes option pricing model with the following average assumptions: an exercise price of $0.0189 to $3.0900, our stock price on the date of valuation ($0.0350), expected dividend yield of 0%, expected volatility of 75.03% to 98.81%, risk-free interest rate of 0.46% to 0.70%, and expected terms ranging from 0.5 to 2.7 years. In connection with convertible notes converted, as disclosed in Note 4, the Company reclassed derivative liabilities with a fair value of $12,225,353 to additional paid-in capital for the six-month period ended June 30, 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 June 30, 2021, the Company’s convertible notes payable are potentially convertible into an aggregate of approximately 12 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 | 6 Months Ended |
Jun. 30, 2021 | |
WARRANTS | |
NOTE 6 - WARRANTS | NOTE 6 – WARRANTS From January 2021 through June 2021, the Company issued 14,010,000 warrants in connection with incentive grants to new Scientific Advisory Board and employee members. During the six months ended June 30, 2021, one of these individuals exercised 10 million warrants. 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 six-months ended June 30, 2021 were as follows: Weighted Average Inputs Used Annual dividend yield $ - Expected life (years) 2.7 to 5.0 Risk-free interest rate 0.23% to 0.42 % Expected volatility 93.09% to 98.81 % Common stock price $ 0.0230 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 six months ended June 30, 2021, are as follows: Outstanding at December 31, 2020 76,369,112 Issuances 14,010,000 Exercises (21,583,333 ) Anti-Dilution/Modification - Forfeitures/cancellations (34,728,593 ) Outstanding at June 30, 2021 34,067,186 Weighted Average Price at June 30, 2021 $ 0.0155 |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
STOCKHOLDERS DEFICIT | ||
NOTE 7 - 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: · 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: 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. |
STOCKBASED COMPENSATION
STOCKBASED COMPENSATION | 12 Months Ended |
Dec. 31, 2020 | |
STOCKBASED COMPENSATION | |
NOTE 8 - STOCK-BASED COMPENSATION |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
NOTE 9 - INCOME TAXES |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | ||
NOTE 10 - SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS In accordance with ASC 855, management reviewed all material events through August 16, 2021, for these financial statements and there are no material subsequent events to report, except as follows: Convertible Notes Subsequent to June 30, 2021, the Company borrowed an additional $341,650 under convertible notes payable. The convertible notes payable had similar terms to those disclosed in Note 4. In addition, the Company repaid convertible notes payable of $341,650. Additional payments of $164,849 we made to satisfy accrued interest and prepayment provisions. Short-Term Loans Subsequent to June 30, 2021, the Company repaid $206,467 in short-term loan principal and accrued interest from two of our officers and an accredited investor. Conversion Notice Subsequent to June 30, 2021, the Company issued 8,813,956 shares of common stock for the conversion of $153,980 in convertible notes. Senior Notes On August 11, 2021, the Company completed the sale of 15% Original Issue Discount Senior Notes (“Notes”) to a group of institutional investors (the “Purchasers”), pursuant to a Securities Purchase Agreement between the Company and the Purchasers dated as of August 9, 2021 (the “Purchase Agreement”). Pursuant to the Purchase Agreement, for an aggregate purchase price of $3,787,750, the Purchasers purchased Notes in the aggregate principal amount of $4,456,176. Each Note matures on February 11, 2022, subject to the Company’s requirement to redeem the Notes prior to such date with the net proceeds of any future offering of the Company’s securities. The Notes do not bear interest other than upon an event of default, and are not convertible into the Company’s common stock. In addition, the Notes are subject to covenants, events of defaults and other terms and conditions customary in transactions of this nature. Pursuant to the Purchase Agreement, the Company also issued to the Purchasers five-year warrants (“Warrants”) to purchase an aggregate of 157,184,354 shares of the Company’s common stock at an initial exercise price of $0.02835 per share, subject to anti-dilution adjustment in the event of future sales of equity by the Company below the then exercise price, stock dividends, stock splits and other specified events. Roth Capital Partners (“Roth”), acted as sole placement agent for the offering. Pursuant to terms of an engagement letter with Roth, the Company paid Roth a placement agent fee of 9% of the gross proceeds of the offering. The Company also issued Roth a warrant to purchase 10,094,408 shares of common stock with the same terms as the Warrants issued to the Purchasers. Warrants to Related Parties Subsequent to June 30, 2021, the Company issued 15,000,000 warrants in connection with incentive grants to Scientific Advisory Board members and employees. The warrants are exercisable at $0.03 per share, vest upon issuance and exercisable for a period of ten years. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Organization | Organization – Creative Medical Technologies Holdings, Inc. is a commercial stage biotechnology company focused on immunology, urology, orthopedics and neurology using adult stem cell treatments. Our subsidiary, Creative Medical Technologies, Inc. (“CMT”), was originally created to monetize U.S. Patent No. 8,372,797 and related intellectual property related to the treatment of erectile dysfunction (“ED”), which it acquired in February 2016. Subsequently, we have expanded our development and acquisition of intellectual property beyond urology to include therapeutic treatments utilizing “re-programmed” stem cells, and the treatment of neurologic disorders, lower back pain, type I diabetes, and heart, liver, kidney and other diseases using various types of stem cells through our ImmCelz, Inc., StemSpine, Inc. and AmnioStem LLC subsidiaries. However, neither ImmCelz Inc., StemSpine Inc. nor AmnioStem LLC have commenced commercial activities. We currently conduct substantially all of our commercial operations through CMT, which markets and sells our CaverStem ® ® ® ® In addition to our CaverStem ® ® ® ® In 2020, 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, among other indications. 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. | |
Risks and Uncertainties | Risks and Uncertainties | |
Use of Estimates | Use of Estimates | |
Basis of Presentation | Basis of Presentation | |
Going Concern | Going Concern | |
Concentration Risks | ||
Cash Equivalents | ||
Fair Value of Financial Instruments | 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 June 30, 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 (178,086 ) (343 ) (178,429 ) Conversion of note derivatives (10,355,585 ) (1,869,768 ) (12,225,353 ) Change in fair value (27,379,861 ) 472,117 (26,907,744 ) Derivative liability at June 30, 2021 $ 284,094 $ 3 $ 248,097 | |
Intangible Assets | ||
Impairment | ||
Derivative Liabilities | ||
Revenue | Revenue | |
Research and Development | ||
Stock-Based Compensation | ||
Income Taxes | ||
Basic and Diluted Loss Per Share | 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 six-months ended June 30, 2021. For the Six Months Ended June 30, 2021 Weighted average common shares outstanding used in calculating basic earnings per share 1,121,158,906 Effect of Series B and C preferred stock 12,000,000 Effect of warrants 17,936,122 Effect of convertible notes payable 11,057,344 Effect of convertible related party management fee and patent liabilities 2,311,276 Weighted average common shares outstanding used in calculating diluted earnings per share 1,164,463,648 Net income as reported $ 24,930,837 Add - Interest on convertible notes payable 117,649 Net income available to common stockholders $ 25,048,486 For the Six Months Ended June 30, 2020 Weighted average common shares outstanding used in calculating basic earnings per share 104,954,874 Effect of warrants 12,980,834 Effect of convertible notes payable 633,153,146 Effect of convertible related party management fee and patent liabilities 209,305,971 Weighted average common shares outstanding used in calculating diluted earnings per share 960,394,825 Net income as reported $ 1,899,917 Add - Interest on convertible notes payable 63,360 Net income available to common stockholders $ 1,963,277 The Company excluded 3,333 options and 8,900 warrants from the computation of diluted net income per share for the six months ended June 30, 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 June 30, 2021, the Company had 3,333 options and 34,067,186 warrants to purchase common stock outstanding. In addition, the Company has various convertible notes payable which on June 30, 2021, are convertible into approximately 12,777,975 shares of common stock. The effect during the three-month period ended June 30, 2021 was anti-dilutive due to the net loss during that period. During the three- and six-month periods ended June 30, 2020, the Company had 3,333 options and 34,741,493 warrants to purchase common stock outstanding. In addition, the Company has various convertible notes payable which on June 30, 2020, are convertible into approximately 699,863,854 shares of common stock. The effect during the three-month period ended June 30, 2020 was anti-dilutive due to the net loss during that period. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements – |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
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 (178,086 ) (343 ) (178,429 ) Conversion of note derivatives (10,355,585 ) (1,869,768 ) (12,225,353 ) Change in fair value (27,379,861 ) 472,117 (26,907,744 ) Derivative liability at June 30, 2021 $ 284,094 $ 3 $ 248,097 | |
Summary of outstanding securities | For the Six Months Ended June 30, 2021 Weighted average common shares outstanding used in calculating basic earnings per share 1,121,158,906 Effect of Series B and C preferred stock 12,000,000 Effect of warrants 17,936,122 Effect of convertible notes payable 11,057,344 Effect of convertible related party management fee and patent liabilities 2,311,276 Weighted average common shares outstanding used in calculating diluted earnings per share 1,164,463,648 Net income as reported $ 24,930,837 Add - Interest on convertible notes payable 117,649 Net income available to common stockholders $ 25,048,486 For the Six Months Ended June 30, 2020 Weighted average common shares outstanding used in calculating basic earnings per share 104,954,874 Effect of warrants 12,980,834 Effect of convertible notes payable 633,153,146 Effect of convertible related party management fee and patent liabilities 209,305,971 Weighted average common shares outstanding used in calculating diluted earnings per share 960,394,825 Net income as reported $ 1,899,917 Add - Interest on convertible notes payable 63,360 Net income available to common stockholders $ 1,963,277 |
LICENSING AGREEMENTS (Tables)
LICENSING AGREEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
LICENSING AGREEMENTS | |
Schedule of licensing agreements | |
Schedule of future expected amortization |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
DEBT | ||
Schedule of future loan maturities | For the year ended December 31, 2021 185,302 2022 157,150 Total $ 342,452 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
WARRANTS | |
Schedule of Warrants | Weighted Average Inputs Used Annual dividend yield $ - Expected life (years) 2.7 to 5.0 Risk-free interest rate 0.23% to 0.42 % Expected volatility 93.09% to 98.81 % Common stock price $ 0.0230 to $3.0900 |
Schedule of fair value of warrants | Outstanding at December 31, 2020 76,369,112 Issuances 14,010,000 Exercises (21,583,333 ) Anti-Dilution/Modification - Forfeitures/cancellations (34,728,593 ) Outstanding at June 30, 2021 34,067,186 Weighted Average Price at June 30, 2021 $ 0.0155 |
STOCKBASED COMPENSATION (Tables
STOCKBASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
STOCKBASED COMPENSATION | |
Schedule of Warrant | |
Schedule of fair value of warrant |
STOCKHOLDERS DEFICIT (Tables)
STOCKHOLDERS DEFICIT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
STOCKHOLDERS DEFICIT | |
Schedule of Stockholders Deficit | |
Schedule of warrant activity |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
Schedule of income taxes | |
Schedule of deferred tax assets | |
Schedule of effective tax rate |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Derivative liability, beginning | $ 38,741,832 | $ 6,847,877 |
Addition of new conversion option derivatives | 817,791 | 2,572,723 |
Extinguishment/modification | (178,429) | |
Conversion of note derivatives | (12,225,353) | (2,795,340) |
Change in fair value | (26,907,744) | 32,116,572 |
Derivative liability, ending | 248,097 | 38,741,832 |
Warrants [Member] | ||
Derivative liability, beginning | 1,397,997 | 188,822 |
Addition of new conversion option derivatives | 0 | |
Extinguishment/modification | (343) | |
Conversion of note derivatives | (1,869,768) | |
Change in fair value | 472,117 | 1,209,175 |
Derivative liability, ending | 3 | 1,397,997 |
Notes [Member] | ||
Derivative liability, beginning | 37,343,835 | 6,659,055 |
Addition of new conversion option derivatives | 817,791 | 2,572,723 |
Extinguishment/modification | (178,086) | |
Conversion of note derivatives | (10,355,585) | (2,795,340) |
Change in fair value | (27,379,861) | 30,907,397 |
Derivative liability, ending | $ 284,094 | $ 37,343,835 |
ORGANIZATION AND SUMMARY OF S_5
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Weighted average common shares outstanding used in calculating basic earnings per share | 1,160,041,813 | 169,163,555 | 1,121,158,906 | 104,954,874 |
Effect of Series B and C preferred stock | 12,000,000 | |||
Effect of warrants | 17,936,122 | 12,980,834 | ||
Effect of convertible notes payable | 11,057,344 | 633,153,146 | ||
Effect of convertible related party management fee and patent liabilities | 2,311,276 | 209,305,971 | ||
Weighted average common shares outstanding used in calculating diluted earnings per share | 1,164,463,648 | 960,394,825 | ||
Net income as reported | $ 24,930,837 | $ 1,899,917 | ||
Add - Interest on convertible notes payable | 117,649 | 63,360 | ||
Net income available to common stockholders | $ 25,048,486 | $ 1,963,277 |
ORGANIZATION AND SUMMARY OF S_6
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Feb. 29, 2016 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Working capital deficit | $ (1,288,174) | $ (1,288,174) | $ (40,422,773) | ||||
Intellectual property | $ 8,372,797 | ||||||
Net income (loss) | (2,905,182) | $ (1,842,563) | 24,930,837 | $ 1,899,917 | (36,325,230) | $ (8,483,673) | |
Concentration of risk | 250,000 | ||||||
Notes receivables | $ 3,700,000 | $ 3,700,000 | |||||
Compensation costs | $ 0 | ||||||
Debt conversion, converted instrument, shares issued | 699,863,854 | 12,777,975 | 699,863,854 | 14,000,000,000 | |||
Deferred revenue | $ 32,000 | ||||||
Cash used in operating activity | $ (663,657) | $ (317,528) | $ (434,556) | $ (1,213,093) | |||
Anti-dilutive securities excluded from computation of earning per share | 12,000,000 | ||||||
Warrants [Member] | |||||||
Anti-dilutive securities excluded from computation of earning per share | 8,900 | 3,333 | |||||
Warrants to purchase common stock outstanding | 34,067,186 | 34,741,493 | 34,741,493 | 76,369,112 | 5,044,260 | ||
Options [Member] | |||||||
Anti-dilutive securities excluded from computation of earning per share | 3,333 | 76,369,112 | 5,044,260 | ||||
Options to purchase common stock outstanding | 3,333 | 3,333 | 3,333 | 3,333 | 3,333 | 3,333 |
LICENSING AGREEMENTS (Details)
LICENSING AGREEMENTS (Details) | Dec. 31, 2020USD ($) |
LICENSING AGREEMENTS | |
2021 | $ 93,327 |
2022 | 93,327 |
2023 | 93,327 |
2024 | 93,327 |
2025 | 93,327 |
Thereafter | 152,835 |
Total | $ 619,470 |
LICENSING AGREEMENTS (Details 1
LICENSING AGREEMENTS (Details 1) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Assets | |
Beginning Balance | $ 510,000 |
Addition of new assets | 250,000 |
Ending Balance | 760,000 |
Accumulated Amortization | |
Accumulated Amortization, Beginning Balance | (73,445) |
Amortization | (66,792) |
Accumulated Amortization, Ending Balance | $ (140,237) |
LICENSING AGREEMENTS (Details N
LICENSING AGREEMENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Dec. 28, 2020 | Nov. 30, 2019 | May 17, 2017 | Feb. 02, 2016 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Issued During Period, Shares, Purchase of Assets | 431,111 | |||||||||
Stock Issued During Period, Value, Purchase of Assets | $ 100,000 | |||||||||
License fees | $ 250,000 | |||||||||
License agreement description | 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 ImmCelzTM. during such calendar quarter (the “Continuing Royalty”) | 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”) | ||||||||
Patent cost | $ 573,721 | $ 573,721 | $ 619,763 | $ 436,555 | ||||||
Amortization of Intangible Assets | 6,250 | $ 237,500 | 12,500 | $ 33,250 | 66,792 | 26,950 | ||||
Common stock issued for related party patent and management liabilities, amount | $ 50,000 | |||||||||
Stemspine LLC [Member] | ||||||||||
Royalty payment percentage | 5.00% | 5.00% | ||||||||
Non-royalty sublease income percentage. | 50.00% | 50.00% | ||||||||
Patents [Member] | ||||||||||
Patent cost | 45,974 | $ 45,974 | $ 50,960 | |||||||
Amortization of Intangible Assets | 2,493 | 4,986 | 5,806 | |||||||
Expiration period of finite-lived intangible assets | 2025 | |||||||||
Expected amount of amortization | $ 9,972 | |||||||||
Patents [Member] | Creative Medical Health Inc [Member] | ||||||||||
Patent cost | 225,284 | 225,284 | 248,254 | |||||||
Amortization of Intangible Assets | $ 293 | 294 | 586 | 588 | $ 45,940 | 9,972 | ||||
Expiration period of finite-lived intangible assets | 2027 | |||||||||
Expected amount of amortization | $ 46,000 | |||||||||
Initial payment | $ 300,000 | $ 100,000 | ||||||||
Common stock issued for related party patent and management liabilities, shares | 44,642,847 | |||||||||
Common stock issued for related party patent and management liabilities, amount | $ 50,000 | |||||||||
Percentage of discount on the basis of recent trading price | 30.00% | 30.00% | 30.00% | |||||||
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 | $ 100,000 | ||||||||
Payments upon completion of the IRB clinical trial | 200,000 | 200,000 | ||||||||
Payments in the event of commercialization of technology | 300,000 | 300,000 | ||||||||
Patents [Member] | Creative Medical Health Inc [Member] | Scenario Two [Member] | ||||||||||
Payments upon filing an IND with the FDA | 100,000 | 100,000 | ||||||||
Payments upon dosing of the first patient in a Phase 1-2 clinical trial | 200,000 | 200,000 | ||||||||
Payments upon dosing of the first patient in Phase 3 clinical trial | $ 400,000 | 400,000 | ||||||||
Patents [Member] | Stemspine LLC [Member] | ||||||||||
Patent cost | $ 60,000 | 60,000 | 65,000 | |||||||
Amortization of Intangible Assets | 2,500 | $ 5,000 | $ 10,000 | 10,000 | ||||||
Expiration period of finite-lived intangible assets | 2027 | |||||||||
Expected amount of amortization | $ 10,000 | |||||||||
Patent License Agreement [Member] | ||||||||||
Patent cost | $ 25,000 | |||||||||
Amortization period | 10 years | 10 years | ||||||||
Expiration period of finite-lived intangible assets | 2030 | |||||||||
Patent, carrying value | 250,000 | $ 250,000 | $ 250,000 | |||||||
Multipotent Amniotic Fetal Stem Cells License Agreement [Member] | Patents [Member] | ||||||||||
Patent cost | 4,963 | 4,963 | 5,549 | |||||||
Amortization of Intangible Assets | $ 11,485 | $ 11,485 | $ 22,970 | $ 22,970 | $ 1,172 | $ 1,172 | ||||
Expiration period of finite-lived intangible assets | 2026 | |||||||||
Expected amount of amortization | $ 1,172 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Dec. 12, 2019 | Apr. 11, 2018 | May 04, 2017 | Aug. 12, 2016 | Jun. 21, 2021 | May 28, 2021 | Sep. 30, 2020 | Dec. 31, 2018 | Jul. 31, 2018 | Apr. 30, 2018 | Nov. 17, 2017 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2016 |
Debt Conversion, Converted Instrument, Shares Issued | 699,863,854 | 12,777,975 | 699,863,854 | 14,000,000,000 | ||||||||||||||
Proceeds from Related Party Debt | $ 226,500 | $ 0 | ||||||||||||||||
Reimbursement of management fees | $ 100,000 | |||||||||||||||||
Proceeds from Lines of Credit | 198,907 | |||||||||||||||||
Creative Medical Health [Member] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 9,855,290 | |||||||||||||||||
Reimbursement of management fees | $ 45,000 | $ 35,000 | 35,000 | |||||||||||||||
Expense | $ 135,000 | $ 135,000 | ||||||||||||||||
Management and consultant service | $ 35,000 | |||||||||||||||||
Percentage of Common Stock | 30.00% | |||||||||||||||||
Number of Trading days | 20 years | |||||||||||||||||
Agreement Notice period | 30 years | |||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 136,003 | |||||||||||||||||
Amounts due under the arrangement | $ 52,582 | $ 52,582 | $ 18,782 | $ 82 | ||||||||||||||
Interest Payable, Current | 0 | |||||||||||||||||
Long-term Purchase Commitment, Amount | $ 100,000 | $ 40,000 | 50,000 | |||||||||||||||
Cash payment | $ 50,000 | $ 300,000 | $ 300,000 | |||||||||||||||
Issuance of shares of common stock | 3,333,333 | 42,328,042 | 66,667 | |||||||||||||||
Dr. Amit Patel | ||||||||||||||||||
Proceeds from Related Party Debt | $ 2,000 | $ 150,000 | ||||||||||||||||
Interest Rate Related Party Debt | 5 | |||||||||||||||||
Mr. Timothy Warbington | ||||||||||||||||||
Proceeds from Related Party Debt | $ 2,000 | $ 50,000 | ||||||||||||||||
Interest Rate Related Party Debt | 5 | |||||||||||||||||
Creative Medical Health [Member] | February Note [Member] | ||||||||||||||||||
Interest Payable, Current | $ 4,050 | |||||||||||||||||
Line of Credit Facility, Initiation Date | Feb. 2, 2016 | |||||||||||||||||
Proceeds from Lines of Credit | $ 50,000 | |||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000 | $ 50,000 | ||||||||||||||||
Line of Credit Facility, Expiration Date | Apr. 30, 2018 | |||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 0.08% | |||||||||||||||||
Creative Medical Health [Member] | May Note One [Member] | ||||||||||||||||||
Interest Payable, Current | $ 4,050 | |||||||||||||||||
Line of Credit Facility, Initiation Date | Jul. 31, 2017 | May 1, 2016 | ||||||||||||||||
Proceeds from Lines of Credit | $ 50,000 | |||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000 | $ 50,000 | $ 50,000 | |||||||||||||||
Line of Credit Facility, Expiration Date | Jul. 31, 2018 | Apr. 30, 2018 | Jul. 31, 2018 | |||||||||||||||
Line of Credit Facility, Interest Rate During Period | 0.08% | |||||||||||||||||
Creative Medical Health [Member] | May Note Two [Member] | ||||||||||||||||||
Line of Credit Facility, Initiation Date | May 18, 2016 | |||||||||||||||||
Proceeds from Lines of Credit | $ 25,000 | |||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000 | |||||||||||||||||
Line of Credit Facility, Expiration Date | May 18, 2018 |
DEBT (Details)
DEBT (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
For the year ended December 31 | ||
2021 | $ 185,302 | $ 1,305,005 |
2022 | 157,150 | |
Total | $ 342,452 |
DEBT (Details Narrative)
DEBT (Details Narrative) | Aug. 12, 2016USD ($) | Jun. 21, 2021USD ($) | May 28, 2021USD ($) | Feb. 29, 2020 | Jun. 30, 2021USD ($)integershares | Jun. 30, 2020USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)integershares |
Represent the amount of reimbursement of management fees, monthly | $ 100,000 | |||||||
Remaining discount, amount | $ 120,185 | $ 409,650 | ||||||
Pre-payment premiums associated with the extinguishment | $ 41,699 | |||||||
Amortizing on issuance discount to interest expense | 451,614 | $ 543,916 | $ 828,710 | |||||
Extinguishment recorded | $ 118,000 | $ 9,300 | $ 313,111 | |||||
Number of shares issued upon conversion of debt | shares | 386,049,691 | 200,844,446 | 681,731,395 | 11,873,057 | ||||
Debt conversaion,Converrted instrument shares issued, shares | shares | 8,935,108 | |||||||
Debt conversion, amount | $ 1,229,351 | $ 605,255 | $ 1,366,705 | $ 1,501,275 | ||||
Common stock issued for cashless warrant exercise (In Shares) | shares | 11,583,333 | 531,247 | ||||||
Warrants exercises | $ 0 | |||||||
Proceeds from Convertible Debt | $ 100,000 | 0 | 710,920 | 50,000 | ||||
Debt Instrument, Interest Rate During Period | 8.00% | |||||||
Proceeds from related party advances | 226,500 | 0 | ||||||
Original issue discount | 451,614 | $ 543,916 | 979,960 | 1,723,451 | ||||
Convertible Notes Payable [Member] | ||||||||
Proceeds from Convertible Debt | $ 710,920 | $ 1,302,795 | ||||||
Debt Instrument, Interest Rate During Period | 8.00% | 8.00% | ||||||
Amortization of Debt Issuance Costs | $ 1,613,226 | |||||||
Debt instrument descriptions | 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 of the Company’s common stock during the previous 15 trading days preceding the conversion date, the lowest trade price during the previous 15 trading days. | The notes were convertible into shares of the Company’s common stock at conversion prices ranging from 60% to 66% of the average of the two lowest traded prices of the Company’s common stock during the previous 15 trading days preceding the conversion date, the lowest trade price during the previous 20 trading days, or the volume weighted average price over the prior 15 trading days. | ||||||
Convertible notes issued | $ 831,140 | $ 1,572,400 | ||||||
Original issue discount | $ 1,194,357 | |||||||
Cancellation of common stock purchase | shares | 21,533 | |||||||
Convertible Notes Payable [Member] | Maximum [Member] | ||||||||
Debt Instrument, Interest Rate During Period | 11.00% | |||||||
Debt Instrument, Convertible, Conversion Percentage | 6.00% | 66.00% | ||||||
Convertible Notes Payable [Member] | Minimum [Member] | ||||||||
Debt Instrument, Interest Rate During Period | 2.00% | |||||||
Debt Instrument, Convertible, Conversion Percentage | 71.00% | 6.00% | ||||||
Convertible Notes Payable [Member] | Accredited investors [Member] | ||||||||
Represent the amount of reimbursement of management fees, monthly | $ 105,000 | |||||||
Proceeds from Convertible Debt | $ 134,640 | |||||||
Debt Instrument, Interest Rate During Period | 8.00% | |||||||
Amortization of Debt Issuance Costs | $ 157,150 | $ 1,613,226 | ||||||
Debt instrument descriptions | 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. | |||||||
Convertible notes issued | $ 157,150 | |||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | integer | 15 | |||||||
Percentage of Common Stock, Discount on Shares at the market price. | 10 | |||||||
Promissory Notes [Member] | ||||||||
Convertible notes issued | $ 100,000 | |||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | integer | 15 | |||||||
Debt Instrument, Unamortized Discount | $ 374,124 | |||||||
Promissory Notes [Member] | Maximum [Member] | ||||||||
Debt Instrument, Interest Rate During Period | 11.00% | |||||||
Promissory Notes [Member] | Minimum [Member] | ||||||||
Debt Instrument, Interest Rate During Period | 8.00% | |||||||
Mr. Timothy Warbington | ||||||||
Proceeds from related party advances | $ 2,000 | $ 50,000 | ||||||
Interest rate, related party debt | 5 | |||||||
Dr. Amit Patel | ||||||||
Proceeds from related party advances | $ 2,000 | $ 150,000 | ||||||
Interest rate, related party debt | 5 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Potential dilution shares | 12,000,000 | ||
Derivative Liability | $ 817,791 | $ 6,847,877 | |
Initial Derivative Liability | $ 2,572,723 | 2,794,910 | |
Derivative, Gain (Loss) on Derivatives, Net | $ 33,980,805 | 3,512,648 | |
Additional fair value of derivatives liability | $ 12,225,353 | ||
Debt Conversion, Converted Instruments, Shares Issued | 2,251,446 | 14,000,000,000 | |
Exercise of warrants | shares | 8,900 | ||
Revalued of derivatives liabilty | $ 248,097 | ||
Convertible debt | $ 1,864,233 | $ 1,215,985 | |
Derivative liabilities exceeded the face values | $ 683,151 | ||
Debt Conversion, Converted Instrument, Shares Issued | shares | 37,000,000 | ||
Maximum [Member] | |||
Risk free interest | 0.46% | ||
Shares Price | $ 3.0900 | $ 0.0365 | $ 2.78 |
Maximum [Member] | Employee Stock Option [Member] | |||
Fair Value Assumptions, Expected Term | 5 years 2 months 27 days | ||
Maximum [Member] | Measurement Input Exercise Price [Member] | |||
Derivative Liability, Measurement Input Ratio | $ 0.0012 | 3.09 | |
Minimum [Member] | |||
Expected volatility rate | 93.05% | ||
Risk free interest | 0.70% | ||
Shares Price | $ 0.0189 | $ 0.0034 | $ 0.06 |
Minimum [Member] | Employee Stock Option [Member] | |||
Fair Value Assumptions, Expected Term | 5 years 18 days | 5 months 30 days | |
Minimum [Member] | Measurement Input Exercise Price [Member] | |||
Derivative Liability, Measurement Input Ratio | $ 0.008 | $ 0.05 | |
Minimum [Member] | Measurement Input Expected Term [Member] | |||
Derivative Liability, Measurement Input Ratio | 1 | 1 | |
Minimum [Member] | Measurement Input Risk Free Interest Rate [Member] | |||
Derivative Liability, Measurement Input Ratio | $ 0.16 | $ 1.56 | |
Initial Valuation [Member] | |||
Expected volatility rate | 98.14 | ||
Expected dividend yield | 0 | ||
Expected term | 1.0 | ||
Risk free interest | 0.10 | ||
Initial Valuation [Member] | Maximum [Member] | |||
Expected volatility rate | 98.81 | ||
Risk free interest | 0.70 | ||
Stock price | 0.0310 | ||
Stock price on the date of grant shares | $ 0.0806 | ||
Exercise price | 0.0138 | ||
Initial Valuation [Member] | Minimum [Member] | |||
Stock price | 0.0138 | ||
Stock price on the date of grant shares | $ 0.0310 | ||
Exercise price | 0.0106 | ||
Revaluation [Member] | |||
Derivative Liability | $ 2,275,578 | $ 38,741,832 | $ 6,847,877 |
Derivative, Gain (Loss) on Derivatives, Net | $ 26,224,593 | $ 33,980,805 | $ 3,512,648 |
Expected volatility rate | 75.03 | ||
Expected dividend yield | 0 | ||
Expected term | 0.5 to 2.7 years | ||
Risk free interest | 0.46 | ||
Stock price | 0.0350 | ||
Revaluation [Member] | Maximum [Member] | Measurement Input Exercise Price [Member] | |||
Derivative Liability, Measurement Input Ratio | $ 0.0134 | $ 0.59 | |
Revaluation [Member] | Minimum [Member] | Measurement Input Exercise Price [Member] | |||
Derivative Liability, Measurement Input Ratio | 0.0008 | 0.02 | |
Revaluation [Member] | Minimum [Member] | Measurement Input Expected Term [Member] | |||
Derivative Liability, Measurement Input Ratio | $ 0.0278 | $ 0.05 |
WARRANTS (Details)
WARRANTS (Details) - Warrants [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Annual dividend yield | $ 0 | ||
Expected life (years) | 3 years | 5 years | |
Maximum [Member] | |||
Expected life (years) | 5 years | ||
Risk-free interest rate | 0.42% | 0.29% | 2.23% |
Expected volatility | 98.81% | 106.51% | 92.64% |
Common stock price | $ 3.0900 | $ 0.0050 | $ 1.52 |
Minimum [Member] | |||
Expected life (years) | 2 years 8 months 12 days | ||
Risk-free interest rate | 0.23% | 0.11% | |
Expected volatility | 93.09% | 95.27% | |
Common stock price | $ 0.0230 | $ 0.0029 |
WARRANTS (Details 1)
WARRANTS (Details 1) - Warrants [Member] - $ / shares | 6 Months Ended | |||
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Outstanding, beginning period | 76,369,112 | |||
Issuances | 14,010,000 | |||
Exercises | (21,583,333) | |||
Forfeitures/cancellations | (34,728,593) | |||
Outstanding, ending period | 34,067,186 | |||
Weighted Average Price | $ 0.0155 | $ 0.0057 | $ 0.09 | $ 0.71 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - Scientific Advisory Board And Employee [Member] | 6 Months Ended |
Jun. 30, 2021shares | |
Warrants issued | 14,010,000 |
Individuals exercised warrants | 10,000,000 |
STOCKHOLDERS DEFICIT (Details)
STOCKHOLDERS DEFICIT (Details) - Warrants [Member] - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Annual dividend yield | 0.00% | 0.00% | |
Expected life (years) | 3 years | 5 years | |
Maximum [Member] | |||
Expected life (years) | 5 years | ||
Risk-free interest rate | 0.42% | 0.29% | 2.23% |
Expected volatility | 98.81% | 106.51% | 92.64% |
Common stock price | $ 3.0900 | $ 0.0050 | $ 1.52 |
Minimum [Member] | |||
Risk-free interest rate | 0.11% | 1.56% | |
Expected volatility | 99.24% | 82.85% | |
Common stock price | $ 0.0029 | $ 0.59 |
STOCKHOLDERS DEFICIT (Details 1
STOCKHOLDERS DEFICIT (Details 1) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Warrants, Outstanding Beginning Balance | 5,044,260 | 947,167 |
Warrants, Issued | 41,630,953 | 242,864 |
Warrants, Exercised | (594,051) | |
Anti-Dilution Modifications | 29,697,233 | 4,549,975 |
Forfeiture/Cancellations | 0 | (101,695) |
Warrants, Outstanding Ending Balance | 76,372,446 | 5,044,260 |
Warrants, Vested | 76,372,446 | |
Weighted Average Exercise Price, Outstanding beginning | $ 0.09 | $ 0.71 |
Weighted Average Exercise Price, Outstanding ending | 0.0057 | $ 0.09 |
Weighted Average Exercise Price, Vested | $ 0.0057 | |
Weighted Average Life Remaining, Outstanding Beginning | 3 years 29 days | 4 years 2 months 19 days |
Weighted Average Life Remaining, Outstanding Ending | 2 years 5 months 19 days | 3 years 29 days |
Weighted Average Life Remaining, Vested | 2 years 5 months 19 days |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($) | Feb. 12, 2021 | Mar. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 11, 2021 |
Common Stock shares issued | 1,220,311,120 | 768,540,617 | 22,493,046 | |||
Series C Preferred Stock [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. Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value of $1,200 | |||||
Series B Preferred Shares [Member] | ||||||
Common stock price | $ 0.001 | |||||
Redemption price | 125.00% | |||||
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. Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value of $1,200 | |||||
Conversion price per share | $ 0.05 | |||||
Warrants [Member] | ||||||
Class of Warrant or Right, Outstanding | 76,369,112 | |||||
Convertible Loan Agreement [Member] | ||||||
Shares issued upon exercise of warrants, shares | 30,000,000 | 242,841 | ||||
Warrant term | 3 years | 5 years | ||||
Convertible Loan Agreement [Member] | Warrant Agreement [Member] | ||||||
Number of increased warrants as per the warrant agreement | 4,549,975 | |||||
Convertible Loan Agreement [Member] | Warrant One | ||||||
Warrant descriptions | outstanding warrants were increased from the initial issuance of 145,717 warrants to 34,531,666 to reflect the terms of the warrant agreement. | |||||
Common stock price | $ 0.004 | |||||
Class of Warrant or Right, Outstanding | 76,372,446 | |||||
Convertible Loan Agreement [Member] | Warrant Two [Member] | ||||||
Class of Warrant or Right, Outstanding | 5,044,260 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 8,214,286 | 531,247 | ||||
Redemption price | 125.00% | |||||
Class of warrant or right converted into common shares | 594,051 | |||||
BHP Capital [Member] | ||||||
Preferred stock shares designated | 350 | |||||
Stock Issued During Period, Shares, Issued for Services | 1,500,000 | |||||
Net proceeds | $ 326,600 | |||||
Preferred stock shares designated, amount | $ 350,000 | |||||
Common stock price | $ 1,200 | |||||
Fourth LLC [Member] | ||||||
Preferred stock shares designated | 150 | |||||
Net proceeds | $ 141,049 | |||||
Preferred stock shares designated, amount | $ 150,000 | |||||
Common stock price | $ 0.001 | |||||
Stated Value per share | 1,200 | |||||
Aggregate purchase price | $ 150,000 | |||||
Cumulative dividends | 10.00% | |||||
Common Stock shares issued | 642,857 | |||||
Minimum [Member] | Warrants [Member] | ||||||
Common stock price | $ 0.0029 | $ 0.59 | ||||
Minimum [Member] | Convertible Loan Agreement [Member] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.0029 | 0.59 | ||||
Maximum [Member] | Convertible Loan Agreement [Member] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0050 | $ 3.09 | ||||
April To September, 2020 [Member] | Minimum [Member] | ||||||
Additional shares of common stock | 642,857 | |||||
Warrant descriptions | we granted a total of 30,000,000 warrants to 3 of our board members at an exercise price of $0.004 | |||||
Preferred stock shares designated | 350 |
STOCKBASED COMPENSATION (Detail
STOCKBASED COMPENSATION (Details) - Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Warrants, Outstanding at the begining | 3,333 | 3,333 |
Outstanding, ending period | 3,333 | 3,333 |
Warrants, Vested | 2,667 | |
Weighted Average Exercise Price, Outstanding beginning | $ 26.25 | $ 26.25 |
Weighted Average Exercise Price, Outstanding ending | 26.25 | $ 26.25 |
Weighted Average Exercise Price, Vested | $ 26.25 | |
Weighted Average Life Remaining, Outstanding beginning | 7 years 7 months 24 days | |
Weighted Average Life Remaining, Outstanding ending | 5 years 7 months 21 days | 6 years 7 months 24 days |
Weighted Average Life Remaining, Vested | 5 years 7 months 21 days |
STOCKBASED COMPENSATION (Deta_2
STOCKBASED COMPENSATION (Details 1) - Warrants [Member] - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Annual dividend yield | 0.00% | 0.00% | |
Expected life (years) | 3 years | 5 years | |
Maximum [Member] | |||
Risk-free interest rate | 0.42% | 0.29% | 2.23% |
Common stock price | $ 3.0900 | $ 0.0050 | $ 1.52 |
Expected volatility | 98.81% | 106.51% | 92.64% |
Expected life (years) | 5 years | ||
Minimum [Member] | |||
Risk-free interest rate | 0.23% | 0.11% | |
Common stock price | $ 0.0230 | $ 0.0029 | |
Expected volatility | 93.09% | 95.27% | |
Expected life (years) | 2 years 8 months 12 days |
STOCKBASED COMPENSATION (Deta_3
STOCKBASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2020 | Dec. 31, 2019 | May 18, 2016 | |
Allocated Share-based Compensation Expense | $ 102,081 | $ 0 | ||
Fair value of warrants | $ 35,670 | |||
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 250,000 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.175 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The options vest at a rate of 50,000 on each anniversary date of the respective grants. | |||
Stock Incentive Plan2016 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 13,333 | |||
Minimum [Member] | April To September, 2020 [Member] | ||||
Exercise price | $ 0.0029 | |||
Warrants granted | 11,630,953 | |||
Warrant descriptions | we granted a total of 30,000,000 warrants to 3 of our board members at an exercise price of $0.004 | |||
Maximum [Member] | ||||
Exercise price | $ 0.007 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
INCOME TAXES | ||
Federal | $ (250,771) | $ (272,800) |
State and local | (69,671) | (75,792) |
Valuation allowance | $ 320,442 | $ (348,592) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
INCOME TAXES | ||
Net operating loss carryover | $ 1,593,282 | $ 1,347,378 |
Accrued management fees, related party | 155,063 | 80,525 |
Valuation allowance | $ (1,748,345) | $ (1,427,903) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
INCOME TAXES | ||
Tax at federal statutory rate | 21.00% | 21.00% |
State, net of federal benefit | 0.20% | 0.90% |
Change in temporary differences | (0.00%) | (0.00%) |
Permanent differences | (20.20%) | (17.90%) |
Valuation allowance | (0.90%) | (4.10%) |
Provision for taxes | 0.00% | 0.00% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Federal and state net operating carry forward loss | $ 6,500,000 | |
Deferred income tax provision percent | 21.00% | 21.00% |
Patents [Member] | ||
Expiration period of finite-lived intangible assets | 2025 | |
Domestic Country [Member] | ||
Deferred income tax provision percent | 21.00% | |
State And Local Jurisdiction [Member] | ||
Deferred income tax provision percent | 8.90% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Aug. 08, 2021 | Dec. 09, 2020 | Mar. 11, 2020 | Jan. 08, 2021 | Feb. 29, 2020 | Feb. 28, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Feb. 12, 2021 | Dec. 31, 2019 |
Debt Instrument, Interest Rate During Period | 8.00% | ||||||||||
Repayment of convertible notes | $ 341,650 | ||||||||||
Debt conversion, converted instrument, amount | 153,980 | ||||||||||
Accrued interest | 164,849 | ||||||||||
Additional convertible debt | $ 341,650 | ||||||||||
Number of aggregate purchase shares | 10,094,408 | ||||||||||
Common Stock shares issued | 1,220,311,120 | 768,540,617 | 22,493,046 | ||||||||
Debt conversion, converrted instrument, shares issued | 8,813,956 | 14,000,000,000 | |||||||||
Preferred stock shares outstanding | 0 | 0 | |||||||||
Convertible Note [Member] | |||||||||||
Debt conversion, converted instrument, amount | $ 947,575 | ||||||||||
Debt conversion, converrted instrument, shares issued | 311,702,077 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Preferred stock voting right | The Certificate of Amendment increased the voting power of the Series A Preferred Stock to 10,00 votes per share from 30 votes per share. | ||||||||||
Preferred stock shares outstanding | 3,000,000 | ||||||||||
Purchase Agreements [Member] | |||||||||||
Common Stock shares issued | 1,500,000 | ||||||||||
Aggregate purchase price | $ 144,500 | ||||||||||
Principal amount | $ 157,150 | ||||||||||
Debt instrument descriptions | The notes mature in February, 2021, bear interest at a rate of 8% per annum, and are convertible into shares of the Company’s common stock at a conversion prices ranging from to 60% to 61% of the average of the two lowest traded price of the Company’s common stock during the 15 trading days preceding the applicable conversion date | ||||||||||
Maturity date description | The notes mature in February, 2021, bear interest at a rate of 8% per annum | ||||||||||
Series B Preferred Stock [Member] | |||||||||||
Stated Value per share | $ 1,200 | ||||||||||
Conversion price per share | $ 0.05 | ||||||||||
Preferred stock redemption terms | The Series B Preferred Stock (i) carries a quarterly dividend at the rate of 10% per annum, payable in cash or additional shares of Series B Preferred Stock, at the Company’s option, and (ii) may be redeemed by us, at its option, upon the payment of an amount equal to (a) $1,200 per share of Series B Preferred Stock, plus all accrued dividends thereon and any unpaid fees or liquidated damages then due with respect to the Series B Preferred Stock pursuant to the Certificate of Designation | ||||||||||
Creative Medical Health [Member] | |||||||||||
Payments of related party | $ 50,000 | ||||||||||
Discount rate | 30.00% | ||||||||||
Common stock price per share | $ 0.0016 | ||||||||||
Institutional Investor [Member] | Series B Preferred Stock [Member] | |||||||||||
Number of aggregate purchase shares | 157,184,354 | ||||||||||
Aggregate purchase price | $ 3,787,750 | $ 350,000 | |||||||||
Maturity date description | Each Note matures on February 11, 2022 | ||||||||||
Warrants exercise per share | $ 0.02835 | ||||||||||
Aggregate principal amount | $ 4,456,176 | ||||||||||
Original sale discount percentage | 15.00% | ||||||||||
Contractor [Member] | Warrant One | |||||||||||
Debt conversion, converrted instrument, shares issued | 10,055,556 | ||||||||||
Common stock issued for cashless warrant exercise, shares | 11,583,333 | ||||||||||
Accredited Investor [Member] | |||||||||||
Short term loan | $ 206,467 | ||||||||||
Scientific Advisory Board Members And Employees [Member] | |||||||||||
Exercise price per share of warrants | 0.03 | ||||||||||
Class of Warrant or Right, Outstanding | 15,000,000 | ||||||||||
Vest upon issuance and exercisable period | 10 years |