Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 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 | Sep. 30, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Entity Ex Transition Period | true | |
Entity Common Stock Shares Outstanding | 2,452,348 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-53500 | |
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 | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 2,377,930 | $ 98,012 |
Related party advance | 200,000 | 0 |
Total Current Assets | 2,577,930 | 98,012 |
OTHER ASSETS | ||
Other assets | 3,282 | 0 |
Licenses, net of amortization | 550,700 | 619,763 |
TOTAL ASSETS | 3,131,912 | 717,775 |
CURRENT LIABILITIES | ||
Accounts payable | 454,525 | 350,899 |
Accrued expenses | 29,920 | 159,771 |
Management fee and patent liabilities - related parties | 250,082 | 468,782 |
Convertible notes payable, net of discount of $0 and $409,649, respectively | 0 | 788,701 |
Notes payable, net of discount of $2,219,430 and $0, respectively | 2,743,430 | 0 |
Advances from related party | 17,300 | 10,800 |
Derivative liabilities | 0 | 38,741,832 |
Total Current Liabilities | 3,495,257 | 40,520,785 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.001 par value, 7,000,000 and 7,000,000 shares authorized, no shares issued and outstanding at September 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $0.001 par value, 6,000,000,000 shares authorized; 2,458,250 and 1,537,081 issued and 2,458,242 and 1,537,073 outstanding at September 30, 2021 and December 31, 2020, respectively | 2,458 | 1,537 |
Additional paid-in capital | 38,434,192 | 22,082,689 |
Accumulated deficit | (38,802,995) | (61,890,236) |
TOTAL STOCKHOLDERS' DEFICIT | (363,345) | (39,803,010) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 3,131,912 | 717,775 |
Preferred Stock Series A [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.001 par value, 7,000,000 and 7,000,000 shares authorized, no shares issued and outstanding at September 30, 2021 and December 31, 2020 | 3,000 | 3,000 |
Preferred Stock Series B [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.001 par value, 7,000,000 and 7,000,000 shares authorized, no shares issued and outstanding at September 30, 2021 and December 31, 2020 | 0 | 0 |
Preferred Stock Series C [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.001 par value, 7,000,000 and 7,000,000 shares authorized, no shares issued and outstanding at September 30, 2021 and December 31, 2020 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt discount, convertible notes payable | $ 0 | $ 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 | 2,458,250 | 2,458,242 |
Common stock, shares outstanding | 1,537,081 | 1,537,073 |
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 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 |
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 | 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 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenues | $ 10,000 | $ 77,000 | $ 20,000 | $ 147,000 |
Cost of revenues | 4,000 | 17,600 | 8,500 | 42,596 |
Gross profit | 6,000 | 59,400 | 11,500 | 104,404 |
OPERATING EXPENSES | ||||
Research and development | 59,180 | 0 | 59,180 | 0 |
Selling, general and administrative | 757,235 | 285,100 | 1,536,479 | 846,154 |
Amortization of patent costs | 23,021 | 16,771 | 69,063 | 50,021 |
TOTAL EXPENSES | 839,436 | 301,871 | 1,664,722 | 896,175 |
Operating loss | (833,436) | (242,471) | (1,653,222) | (791,771) |
OTHER INCOME/(EXPENSE) | ||||
Interest expense | (1,305,273) | (289,210) | (1,875,687) | (910,236) |
Gain on extinguishment of convertible notes | 489,157 | 0 | 585,601 | 0 |
Change in fair value of derivatives liabilities | (194,044) | 926,532 | 26,030,549 | 3,996,775 |
Total other income (expense) | (1,010,160) | 637,322 | 24,740,463 | 3,086,539 |
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | (1,843,596) | 394,851 | 23,087,241 | 2,294,768 |
Provision for income taxes | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) | $ (1,843,596) | $ 394,851 | $ 23,087,241 | $ 2,294,768 |
BASIC NET INCOME (LOSS) PER SHARE | $ (0.75) | $ 0.58 | $ 9.98 | $ 6.21 |
DILUTED NET INCOME (LOSS) PER SHARE | $ (0.75) | $ 0.14 | $ 9.77 | $ 1.07 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC | 2,452,076 | 684,983 | 2,313,005 | 369,423 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - DILUTED | 2,452,076 | 2,725,722 | 2,363,145 | 2,138,913 |
UNAUDITED CONDENSED CONSOLIDA_2
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 | 44,978 | |||||
Balance, amount at Dec. 31, 2019 | $ (8,071,499) | $ 3,000 | $ 0 | $ 0 | $ 45 | $ 17,490,462 | $ (25,565,006) |
Common stock issued for related party management liabilities, shares | 128,630 | ||||||
Common stock issued for related party management liabilities, amount | 160,000 | 0 | 0 | 0 | $ 129 | 159,871 | 0 |
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, shares | 777,865 | ||||||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, amount | 1,033,418 | 0 | 0 | 0 | $ 778 | 1,032,640 | 0 |
Relief of derivative liabilities | 1,738,731 | 0 | 0 | 0 | 0 | 1,738,731 | 0 |
Stock-based compensation | 68,242 | 0 | 0 | 0 | $ 0 | 68,242 | 0 |
Difference in shares from reverse stock split, shares | 3 | ||||||
Difference in shares from reverse stock split, amount | 0 | 0 | 0 | 0 | $ 0 | 0 | 0 |
Net income | 2,294,768 | $ 0 | 0 | 0 | $ 0 | 0 | 2,294,768 |
Net income | 2,294,768 | ||||||
Balance, shares at Sep. 30, 2020 | 3,000,000 | 951,476 | |||||
Balance, amount at Sep. 30, 2020 | (2,776,340) | $ 3,000 | 0 | 0 | $ 952 | 20,489,946 | (23,270,238) |
Balance, shares at Jun. 30, 2020 | 3,000,000 | 490,644 | |||||
Balance, amount at Jun. 30, 2020 | (4,204,672) | $ 3,000 | 0 | 0 | $ 491 | 19,456,926 | (23,665,089) |
Common stock issued for related party management liabilities, shares | 84,656 | ||||||
Common stock issued for related party management liabilities, amount | 40,000 | 0 | 0 | 0 | $ 85 | 39,915 | 0 |
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, shares | 376,176 | ||||||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, amount | 428,162 | 0 | 0 | 0 | $ 376 | 427,786 | 0 |
Relief of derivative liabilities | 497,077 | 0 | 0 | 0 | 0 | 497,077 | 0 |
Stock-based compensation | 68,242 | 0 | 0 | 0 | 0 | 68,242 | 0 |
Net income | 394,851 | $ 0 | 0 | 0 | $ 0 | 0 | 394,851 |
Balance, shares at Sep. 30, 2020 | 3,000,000 | 951,476 | |||||
Balance, amount at Sep. 30, 2020 | (2,776,340) | $ 3,000 | 0 | 0 | $ 952 | 20,489,946 | (23,270,238) |
Balance, shares at Dec. 31, 2020 | 3,000,000 | 1,537,073 | |||||
Balance, amount at Dec. 31, 2020 | (39,803,010) | $ 3,000 | 0 | 0 | $ 1,537 | 22,082,689 | (61,890,236) |
Common stock issued for related party management liabilities, shares | 89,286 | ||||||
Common stock issued for related party management liabilities, amount | 50,000 | 0 | 0 | 0 | $ 89 | 49,911 | 0 |
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, shares | 789,727 | ||||||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, amount | 1,383,331 | 0 | 0 | 0 | $ 790 | 1,382,541 | 0 |
Relief of derivative liabilities | 12,364,084 | 0 | 0 | 0 | 0 | 12,364,084 | 0 |
Stock-based compensation | 595,380 | 0 | 0 | 0 | 0 | 595,380 | 0 |
Net income | 23,087,241 | 0 | $ 0 | $ 0 | $ 0 | 0 | 23,087,241 |
Proceeds from sales of preferred stock, shares | 350 | 150 | 4,286 | ||||
Proceeds from sales of preferred stock, amount | 462,000 | 0 | $ 321,000 | $ 141,000 | $ 4 | (4) | 0 |
Dividends on preferred stock | (27,725) | 0 | $ 0 | $ 0 | $ 0 | (27,725) | 0 |
Cashless exercise of warrants, shares | (350) | (150) | 37,870 | ||||
Cashless exercise of warrants, amount | 0 | 0 | $ 0 | $ 0 | $ 38 | (38) | 0 |
Warrants issued with notes payable | 2,097,629 | 0 | 0 | 0 | 0 | 2,097,629 | 0 |
Preferred stock redemption, amount | (572,275) | $ 0 | (321,000) | (141,000) | $ 0 | (110,275) | 0 |
Balance, shares at Sep. 30, 2021 | 3,000,000 | 2,458,242 | |||||
Balance, amount at Sep. 30, 2021 | (363,345) | $ 3,000 | $ 0 | $ 0 | $ 2,458 | 38,434,192 | (38,802,995) |
Balance, shares at Jun. 30, 2021 | 3,000,000 | 350 | 150 | 2,440,614 | |||
Balance, amount at Jun. 30, 2021 | (714,453) | $ 3,000 | $ 321,000 | $ 141,000 | $ 2,440 | 35,777,506 | (36,959,399) |
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, shares | 17,628 | ||||||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, amount | 153,980 | 0 | 0 | 0 | $ 18 | 153,962 | 0 |
Relief of derivative liabilities | 138,731 | 0 | 0 | 0 | 0 | 138,731 | 0 |
Stock-based compensation | 383,612 | 0 | 0 | 0 | 0 | 383,612 | 0 |
Net income | (1,843,596) | 0 | 0 | 0 | 0 | 0 | (1,843,596) |
Dividends on preferred stock | (6,973) | 0 | 0 | 0 | 0 | (6,973) | 0 |
Warrants issued with notes payable | 2,097,629 | 0 | 0 | 0 | 0 | 2,097,629 | 0 |
Preferred stock redemption, amount | (572,275) | $ 0 | $ (321,000) | $ (141,000) | $ 0 | (110,275) | 0 |
Preferred stock redemption, shares | (350) | (150) | |||||
Balance, shares at Sep. 30, 2021 | 3,000,000 | 2,458,242 | |||||
Balance, amount at Sep. 30, 2021 | $ (363,345) | $ 3,000 | $ 0 | $ 0 | $ 2,458 | $ 38,434,192 | $ (38,802,995) |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 23,087,241 | $ 2,294,768 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Stock-based compensation | 595,380 | 68,242 |
Amortization | 69,063 | 50,021 |
Amortization of debt discounts | 1,755,104 | 804,898 |
Change in fair value of derivatives liabilities | (26,030,549) | (3,996,775) |
Increase in principal and accrued interest balances due to penalty provision | 93,821 | 0 |
Gain on extinguishment of convertible notes | (585,601) | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | 0 | 5,600 |
Accounts payable | 103,626 | 23,666 |
Accrued expenses | 26,169 | 126,838 |
Management fee payable | (168,700) | 131,200 |
Net cash used in operating activities | (1,054,446) | (491,542) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Advance to related party | (200,000) | 0 |
Net cash used in investing activities | (200,000) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from note payable | 3,887,750 | 0 |
Payments on notes payable | (105,000) | 0 |
Payment of debt issuance costs | (443,239) | 0 |
Payment of deferred offering costs | (3,282) | 0 |
Payments on convertible notes payable | 0 | (17,000) |
Proceeds from convertible notes payable | 435,040 | 458,600 |
Proceeds from sale of preferred stock | 462,000 | 0 |
Related party advances | 226,500 | 0 |
Repayment of related party advances | (220,000) | 0 |
Payments to settle convertible notes payable and warrants | (705,405) | 0 |
Net cash provided from financing activities | 3,534,364 | 441,600 |
NET INCREASE (DECREASE) IN CASH | 2,279,918 | (49,942) |
BEGINNING CASH BALANCE | 98,012 | 88,648 |
ENDING CASH BALANCE | 2,377,930 | 38,706 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash payments for interest | 9,186 | 6,000 |
Cash payments for income taxes | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Accrued dividends on preferred stock | 27,725 | 0 |
Warrants issued with notes payable and as a service fee | 2,097,629 | 0 |
Conversion of notes payable, accrued interest and derivative liabilities into common stock | 13,747,415 | 2,772,149 |
Conversion of management fees and patent liability into common stock | 50,000 | 160,000 |
Discounts on convertible notes payable due to derivative liabilities | 134,640 | 0 |
Exchange of preferred stock for notes payable | $ 572,275 | $ 0 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
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 – We are a commercial stage biotechnology company focused on immunology, urology, neurology and orthopedics using adult stem cell treatments and interrelated regenerative technologies for the treatment of multiple indications. Our existing and pipeline of therapies and products include of the following: 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. We are currently primarily focused on expanding the commercial sale and use of our CaverStem ® ® ® TM 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 September 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 1,077,757 - 1,077,757 Extinguishment/modification (726,998 ) (346 ) (727,344 ) Conversion of note derivatives (10,494,316 ) (1,869,768 ) (12,364,084 ) Change in fair value (27,200,278 ) 472,117 (26,728,161 ) Derivative liability at September 30, 2021 $ - $ - $ - 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 nine-months ended September 30, 2021 and the three- and nine-months ended September 30, 2020. For the Three Months Ended September 30, 2020 For the Nine Months Ended September 30, 2021 For the Nine Months Ended September 30, 2020 Weighted average common shares outstanding used in calculating basic earnings per share 684,983 2,313,005 369,423 Effect of Series B and C preferred stock - - - Effect of warrants 47,784 50,140 56,313 Effect of convertible notes payable 1,579,107 - 1,307,727 Effect of convertible related party management fee and patent liabilities 413,896 - 413,896 Weighted average common shares outstanding used in calculating diluted earnings per share 2,452,076 2,363,145 2,138,913 Net income as reported $ 394,851 $ 23,087,241 $ 2,294,768 Add - Interest on convertible notes payable 28,228 - 105,338 Net income available to common stockholders $ 423,079 $ 23,087,241 $ 2,400,106 Diluted income per Share $ 0.16 $ 9.77 $ 1.12 The Company excluded 7 options and 18 warrants from the computation of diluted net income per share for the nine-months ended September 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 September 30, 2021, the Company had 7 options and 481,351 warrants to purchase common stock outstanding. The effect during the three-month period ended September 30, 2021 was anti-dilutive due to the net loss during that period. The Company excluded 7 options and 17,842 warrants from the computation of diluted net income per share for the three-months ended September 30, 2020 as their exercise prices were in excess of the average closing market price of the Company’s common stock during that period. The Company excluded 7 options and 413 warrants from the computation of diluted net income per share for the nine-months ended September 30, 2020 as their exercise prices were in excess of the average closing market price of the Company’s common stock during that period. On November 10, 2021, we effected a 1-for-500 reverse split of our authorized and issued and outstanding shares of common stock. All share references have been restated for this reverse split to the earliest period presented. As a result of the split, the authorized shares of the Company’s common stock decreased to 50,000,000 shares. Recent Accounting Pronouncements – |
LICENSING AGREEMENTS
LICENSING AGREEMENTS | 9 Months Ended |
Sep. 30, 2021 | |
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 $879 were recorded for the three- and nine-month periods ended September 30, 2021. Amortization expenses of $293 and $882 was recorded for the three- and nine-month periods ended September 30, 2020. As of September 30, 2021 and December 31, 2020, the carrying values of the patent were $4,670 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 $7,500 were recorded for the three- and nine-month periods ended September 30, 2021. As of September 30, 2021, and December 31, 2020, the carrying value of the initial patent license was $57,500 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 nine-months ended September 30, 2021, $50,000 of this amount was converted into 89,286 shares of the Company’s common stock. As of September 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 $34,455 were recorded for the three- and nine-month periods ended September 30, 2021. Amortization expense of $11,485 and $34,455 were recorded for the three- and nine-month periods ended September 30, 2020, As of September 30, 2021 and December 31, 2020, the carrying value of the patent was $213,799 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 $18,750 were recorded for the three- and nine-month periods ended September 30, 2021. There was no amortization expense recorded for the three- and nine-month periods ended September 30, 2020. As of September 30, 2021, and December 31, 2020, the carrying values of the patent were $231,250 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 | 9 Months Ended |
Sep. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
NOTE 3 - RELATED PARTY TRANSACTIONS | NOTE 3 – RELATED PARTY TRANSACTIONS Up until September 15, 2021, the Company was a party to an agreement with CMH under which the Company was obligated to reimburse CMH for services of the Company’s executive officers and directors employed by CMH and performing services for the Company. At the option of CMH, the amounts owed to CMH under the agreement were payable 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 CMH provided notice of its exercise of this option. The agreement originally provided for a monthly reimbursement in the amount of $35,000, which amount was increased to $45,000 effective January 1, 2019. During the three months ended September 30, 2021 and 2020, the Company recorded $112,500 and $135,000, respectively in expense in connection with this agreement. Following the termination of this agreement with CMH in September 2021, the Company entered into direct employment relationships with its executive officers, and direct consulting arrangements with its non-employee directors. As of September 30, 2021, no amounts were owed to CMH under the terminated agreement. As of December 31, 2020, amounts due to CMH under the arrangement were $18,782. 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 were repaid in August 2021. See Note 2 for discussion of an additional related party transaction with CMH. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2021 | |
DEBT | |
NOTE 4 - DEBT | NOTE 4 – DEBT On August 11, 2021, we completed the sale of 15% Original Issue Discount Senior Notes (“Bridge Notes”) in the aggregate principal amount of $4,456,176 to a group of institutional investors (the “Purchasers”). In connection with the sale of the Bridge Notes, holders of our shares of Series B Preferred Stock and Series C Preferred Stock exchanged such preferred stock for additional Bridge Notes in the aggregate principal amount of $690,000. The Bridge Notes mature on February 11, 2022, subject to the requirement that we redeem the Bridge Notes prior to such date with the net proceeds of any future offering of our 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. The Company is amortizing the on-issuance discount and financing fees totaling $758,426 to interest expense with respect to these notes. The Company also issued to the purchasers of the Bridge Notes five-year warrants to purchase an aggregate of 363,046 shares of our common stock at an initial exercise price of $14.175 per share, subject to anti-dilution adjustment in the event of future sales of our equity 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 in the amount $312,750. The Company also issued Roth a warrant to purchase 20,189 shares of common stock with the same terms as the warrants issued to the Purchasers. During the nine-months ended September 30, 2021, we also issued $498,800 in convertible notes to accredited investors with net proceeds of $435,040, which have since been repaid in full. The notes were to mature during February and July of 2022 and bore interest at a rate of 8%. The notes were 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 amortized the discount due to derivative liabilities and on-issuance discount totaling $443,905 to interest expense with respect to these notes. On May 28, 2021, Mr. Timothy Warbington, who is our CEO and Chairman; and Dr. Amit Patel, who is a director of ours, advanced the company $50,000 and $150,000 respectively. The two notes were repaid during the quarter ended September 30, 2021, did not have any conversion features, and bore interest at the rate of 5% per annum. On June 21, 2021, we issued a $105,000, non-convertible note to an accredited investor with net proceeds of $100,000. The note was repaid during the quarter ended September 30, 2021, did not have any conversion features, and bore interest at the rate of 10% per annum. During the nine-months ended September 30, 2021 and 2020, the Company amortized $1,755,104 and $804,898 respectively, to interest expense. As of September 30, 2021, total discounts of $0. During the nine-months ended September 30, 2021, the Company issued an aggregate of 789,727 shares upon the conversion of $1,383,331 of outstanding principal, interest and fees on outstanding notes, and 37,870 shares upon the cashless exercise of 43,167 warrants. During the nine-months ended September 30, 2020, the Company issued an aggregate of 777,865 shares upon the conversion of $1,033,418 of outstanding principal, interest and fees on existing, outstanding notes. During the nine-months ended September 30, 2020, the Company extinguished $23,000 of principal and interest with no pre-payment premiums. As of September 30, 2021, future loan maturities are as follows: For the year ended December 31, 2021 0 2022 5,146,176 Total $ 5,146,176 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
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. The derivative liabilities are valued on the date the convertible note payable become convertible and revalued at each reporting period. During the nine-months ended September 30, 2021, the Company recorded initial derivative liabilities of $1,077,757 based upon the following Black-Scholes option pricing model average assumptions: an exercise price of $0.0106 to $0.0248 our stock price on the date of grant of $0.0340 to $0.0806, expected dividend yield of 0%, expected volatility of 75.03% to 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 $697,602, which was recorded as a day one loss in derivative liability. In August 2021, we completed the sale of 15% Original Issue Discount Senior Notes (“Bridge Notes”) in the aggregate principal amount of $4,456,176 to a group of institutional investors (the “Purchasers”). A portion of the proceeds were used to repay the principal, accrued interest, pre-payment fees and other premiums of all the outstanding convertible notes as well as all previously outstanding warrants with re-pricing and anti-dilutive features. The result was $0 in derivative liabilities as-of the period ended September 30,2021. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2021 | |
WARRANTS | |
NOTE 6 - WARRANTS | NOTE 6 – WARRANTS From January 2021 through September 2021, the Company issued 421,066 warrants in connection with a non-convertible debt issuance and incentive grants to new Scientific Advisory Board and employee members. During the nine-months ended September 30, 2021, two of these individuals exercised 43,167 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 nine months ended September 30, 2021 were as follows: Weighted Average Inputs Used Annual dividend yield $ - Expected life (years) 2.7 to 10.0 Risk-free interest rate 0.23% to0.81 % Expected volatility 92.93% to 98.81 % Common stock price $ $11.5000 to $17.0000 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 nine months ended September 30, 2021, are as follows: Outstanding at December 31, 2020 152,738 Issuances 441,255 Exercises (43,167 ) Anti-Dilution/Modification - Forfeitures/cancellations (69,475 ) Outstanding at September 30, 2021 481,351 Weighted Average Price at September 30, 2021 $ 13.2809 |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 9 Months Ended |
Sep. 30, 2021 | |
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’s 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. In August 2021, the preferred shares were redeemed at 120% of their stated value per the terms of their designations through the issuance of the bridge note with the same terms as the bridge note described in Note 4. 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’s 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. In August 2021, the preferred shares were redeemed at 120% of their stated value per the terms of their designations through the issuance of the bridge note with the same terms as the bridge note described in Note 4. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
SUBSEQUENT EVENTS | |
NOTE 8 - SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS In accordance with ASC 855, management reviewed all material events through November 15, 2021, for these financial statements and there are no material subsequent events to report, except as follows: In November, 2021, following the approval of the Company’s Board of Directors and holders of a majority the Company’s voting stock, the Company filed an amendment to its Articles of Incorporation increasing the Company’s authorized shares of Common Stock to 25 billion from 6 billion. Thereafter, following the approval of the Board of Directors of the Company, the Company effected a 1-for-500 reverse split of the both the Company’s authorized and outstanding shares of Common Stock, by filing a Certificate of Change with the Nevada Secretary of State under Section 78.209 of the Nevada Revised Statutes. Following the stock split, the Company’s authorized common stock was reduced to 50,000,000 shares, and the Company had outstanding approximately 2,452,348 shares of Common Stock. No fractional shares will be issued, and no cash or other consideration will be paid, in connection with the reverse stock split. Instead, the Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the reverse stock split. On November 10, 2021, we effected a 1-for-500 reverse split of our authorized and issued and outstanding shares of common stock. All share references have been restated for this reverse split to the earliest period presented. As a result of the split, the authorized shares of the Company’s common stock decreased to 50,000,000 shares. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Organization | Organization – We are a commercial stage biotechnology company focused on immunology, urology, neurology and orthopedics using adult stem cell treatments and interrelated regenerative technologies for the treatment of multiple indications. Our existing and pipeline of therapies and products include of the following: 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. We are currently primarily focused on expanding the commercial sale and use of our CaverStem ® ® ® TM |
Use of Estimates | Use of Estimates |
Basis of Presentation | Basis of Presentation |
Going Concern | Going Concern |
Risks and Uncertainties | Risks and Uncertainties |
Revenue | Revenue |
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 September 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 1,077,757 - 1,077,757 Extinguishment/modification (726,998 ) (346 ) (727,344 ) Conversion of note derivatives (10,494,316 ) (1,869,768 ) (12,364,084 ) Change in fair value (27,200,278 ) 472,117 (26,728,161 ) Derivative liability at September 30, 2021 $ - $ - $ - |
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 nine-months ended September 30, 2021 and the three- and nine-months ended September 30, 2020. For the Three Months Ended September 30, 2020 For the Nine Months Ended September 30, 2021 For the Nine Months Ended September 30, 2020 Weighted average common shares outstanding used in calculating basic earnings per share 684,983 2,313,005 369,423 Effect of Series B and C preferred stock - - - Effect of warrants 47,784 50,140 56,313 Effect of convertible notes payable 1,579,107 - 1,307,727 Effect of convertible related party management fee and patent liabilities 413,896 - 413,896 Weighted average common shares outstanding used in calculating diluted earnings per share 2,452,076 2,363,145 2,138,913 Net income as reported $ 394,851 $ 23,087,241 $ 2,294,768 Add - Interest on convertible notes payable 28,228 - 105,338 Net income available to common stockholders $ 423,079 $ 23,087,241 $ 2,400,106 Diluted income per Share $ 0.16 $ 9.77 $ 1.12 The Company excluded 7 options and 18 warrants from the computation of diluted net income per share for the nine-months ended September 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 September 30, 2021, the Company had 7 options and 481,351 warrants to purchase common stock outstanding. The effect during the three-month period ended September 30, 2021 was anti-dilutive due to the net loss during that period. The Company excluded 7 options and 17,842 warrants from the computation of diluted net income per share for the three-months ended September 30, 2020 as their exercise prices were in excess of the average closing market price of the Company’s common stock during that period. The Company excluded 7 options and 413 warrants from the computation of diluted net income per share for the nine-months ended September 30, 2020 as their exercise prices were in excess of the average closing market price of the Company’s common stock during that period. On November 10, 2021, we effected a 1-for-500 reverse split of our authorized and issued and outstanding shares of common stock. All share references have been restated for this reverse split to the earliest period presented. As a result of the split, the authorized shares of the Company’s common stock decreased to 50,000,000 shares. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements – |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
DEBT | |
Schedule of future loan maturities | For the year ended December 31, 2021 0 2022 5,146,176 Total $ 5,146,176 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
WARRANTS (Tables) | |
Schedule of fair value of warrants | Weighted Average Inputs Used Annual dividend yield $ - Expected life (years) 2.7 to 10.0 Risk-free interest rate 0.23% to0.81 % Expected volatility 92.93% to 98.81 % Common stock price $ $11.5000 to $17.0000 |
Schedule of Warrants | Outstanding at December 31, 2020 152,738 Issuances 441,255 Exercises (43,167 ) Anti-Dilution/Modification - Forfeitures/cancellations (69,475 ) Outstanding at September 30, 2021 481,351 Weighted Average Price at September 30, 2021 $ 13.2809 |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Derivative liability, beginning | $ 38,741,832 |
Addition of new conversion option derivatives | 1,077,757 |
Extinguishment/modification | (727,344) |
Conversion of note derivatives | (12,364,084) |
Change in fair value | (26,728,161) |
Derivative liability, ending | 0 |
Warrants [Member] | |
Derivative liability, beginning | 1,397,997 |
Addition of new conversion option derivatives | 0 |
Extinguishment/modification | (346) |
Conversion of note derivatives | (1,869,768) |
Change in fair value | 472,117 |
Derivative liability, ending | 0 |
Notes [Member] | |
Derivative liability, beginning | 37,343,835 |
Addition of new conversion option derivatives | 1,077,757 |
Extinguishment/modification | (726,998) |
Conversion of note derivatives | (10,494,316) |
Change in fair value | (27,200,278) |
Derivative liability, ending | $ 0 |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Weighted average common shares outstanding used in calculating basic earnings per share | 2,452,076 | 684,983 | 2,313,005 | 369,423 |
Effect of warrants | 47,784 | 50,140 | 56,313 | |
Effect of convertible notes payable | 1,579,107 | 1,307,727 | ||
Effect of convertible related party management fee and patent liabilities | 413,896 | 413,896 | ||
Weighted average common shares outstanding used in calculating diluted earnings per share | 2,452,076 | 2,363,145 | 2,138,913 | |
Net income as reported | $ 394,851 | $ 23,087,241 | $ 2,294,768 | |
Add - Interest on convertible notes payable | 28,228 | 0 | 105,338 | |
Net income available to common stockholders | $ 423,079 | $ 23,087,241 | $ 2,400,106 | |
Diluted income per Share | $ 0.16 | $ 9.77 | $ 1.12 |
ORGANIZATION AND SUMMARY OF S_5
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Nov. 10, 2021 | Nov. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Notes receivables | $ 3,700,000 | $ 3,700,000 | |||||
Working capital deficit | $ (917,327) | (917,327) | |||||
Cash used in operating activity | $ (1,054,446) | $ (491,542) | |||||
Common stock authorized shares | 6,000,000,000 | 6,000,000,000 | 6,000,000,000 | ||||
Warrants [Member] | |||||||
Anti-dilutive securities excluded from computation of earning per share | 481,351 | 17,842 | 18 | 413 | |||
Options [Member] | |||||||
Anti-dilutive securities excluded from computation of earning per share | 7 | 7 | 7 | 7 | |||
Subsequent Event [Member] | |||||||
Common stock authorized shares | 50,000,000 | 50,000,000 | |||||
Description of reverse stock split | we effected a 1-for-500 reverse split of our authorized and issued and outstanding shares of common stock | Thereafter, following the approval of the Board of Directors of the Company, the Company effected a 1-for-500 reverse split of the both the Company’s authorized and outstanding shares of Common Stock |
LICENSING AGREEMENTS (Details N
LICENSING AGREEMENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Dec. 28, 2020 | Nov. 30, 2019 | May 17, 2017 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 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 ImmCelzTM | |||||||
Amortization expenses | $ 23,021 | $ 16,771 | $ 69,063 | $ 50,021 | ||||
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 | 18,750 | ||||||
Carrying value of patent | 231,250 | $ 231,250 | $ 250,000 | |||||
Expiration period of finite-lived intangible assets | 2030 | |||||||
Expected annual amortization amount | 25,000 | $ 25,000 | 25,000 | |||||
Patents [Member] | ||||||||
Amortization expenses | 2,493 | 7,479 | ||||||
Carrying value of patent | 43,481 | 43,481 | 50,960 | |||||
Expected amount of amortization | $ 9,972 | |||||||
Expiration period of finite-lived intangible assets | 2026 | |||||||
Patents [Member] | Creative Medical Health Inc [Member] | ||||||||
Amortization expenses | 293 | 293 | $ 879 | 882 | ||||
Carrying value of patent | 213,799 | 213,799 | 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 | |||||||
Debt conversion, converted instrument, amount | $ 50,000 | |||||||
Share price for two or more consecutive trading days | 0.01 | |||||||
Debt conversion, converted instrument, shares issued | 89,286 | |||||||
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 | $ 7,500 | ||||||
Carrying value of patent | 57,500 | 57,500 | 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 | 11,485 | $ 11,485 | $ 34,455 | $ 34,455 | ||||
Carrying value of patent | $ 4,670 | 4,670 | $ 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 | 9 Months Ended | ||||
Sep. 15, 2021 | May 28, 2021 | Nov. 17, 2017 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Description of monthly reimbursment amount of management fees | The agreement originally provided for a monthly reimbursement in the amount of $35,000, which amount was increased to $45,000 effective January 1, 2019 | |||||
Proceeds from related party advances | $ 226,500 | $ 0 | ||||
Creative Medical Health [Member] | ||||||
Percentage of Common Stock, Discount on Shares at the market price. | 30 | |||||
Number of Trading days | 20 years | |||||
Amounts due under the arrangement | $ 18,782 | |||||
Expense | $ 112,500 | $ 135,000 | ||||
Mr. Timothy Warbington | ||||||
Proceeds from related party advances | $ 50,000 | |||||
Dr. Amit Patel | ||||||
Proceeds from related party advances | $ 150,000 |
DEBT (Details)
DEBT (Details) | Sep. 30, 2021USD ($) |
For the year ended December 31 | |
2021 | $ 0 |
2022 | 5,146,176 |
Total | $ 5,146,176 |
DEBT (Details Narrative)
DEBT (Details Narrative) | 1 Months Ended | 9 Months Ended | ||||
Aug. 31, 2021USD ($) | Aug. 11, 2021USD ($) | Jun. 21, 2021USD ($) | May 28, 2021USD ($) | Sep. 30, 2021USD ($)integer$ / sharesshares | Sep. 30, 2020USD ($)shares | |
Debt conversion, shares issued | shares | 789,727 | 777,865 | ||||
Debt conversion, converted instrument, amount | $ 1,383,331 | $ 1,033,418 | ||||
Interest expense | 1,755,104 | 804,898 | ||||
Gain loss extinguisment of debt | $ 23,000 | |||||
Represent the amount of reimbursement of management fees, monthly | $ 100,000 | |||||
Debt conversion, converrted instrument, shares issued | shares | 37,870 | |||||
Common stock issued for cashless warrant exercise, shares | shares | 43,167 | |||||
Unamortized debt discount | $ 0 | |||||
Amortization of debt discount | 1,755,104 | 804,898 | ||||
Proceeds from convertible notes payable | 3,887,750 | 0 | ||||
Proceeds from related party advances | $ 226,500 | $ 0 | ||||
Bridge Notes [Member] | ||||||
Interest expense | $ 758,426 | |||||
Principal amount | $ 690,000 | |||||
Maturity date | February 11, 2022 | |||||
Term of warrant | five-year | |||||
Purchase shares of common stock | shares | 363,046 | |||||
Initial exercise price per share | $ / shares | $ 14.175 | |||||
Mr. Timothy Warbington | ||||||
Interest rate, related party debt | 5% | |||||
Proceeds from related party advances | $ 50,000 | |||||
Dr. Amit Patel | ||||||
Interest rate, related party debt | 5 | |||||
Proceeds from related party advances | $ 150,000 | |||||
Roth Capital Partners [Member] | ||||||
Purchase shares of common stock | shares | 20,189 | |||||
Placement agent fee | $ 312,750 | |||||
Institutional Investors [Member] | ||||||
Original sale discount percentage | 15.00% | 15.00% | ||||
Principal amount | $ 4,456,176 | $ 4,456,176 | ||||
Convertible Debt [Member] | Accredited Investors [Member] | ||||||
Amortization of debt discount | 443,905 | |||||
Proceeds from convertible notes payable | 435,040 | |||||
Convertible notes payable | $ 498,800 | |||||
Interest rate | 8 | |||||
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] | ||||||
Represent the amount of reimbursement of management fees, monthly | $ 105,000 | |||||
Conversion price, percentage | 71.00% | |||||
Percentage of Common Stock, Discount on Shares at the market price. | 10 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Aug. 31, 2021 | Aug. 11, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Initial derivative liabilities | $ 1,077,757 | |||
Derivative liability | 0 | $ 38,741,832 | ||
Derivative liabilities exceeded the face values | $ 697,602 | |||
Initial valuation [Member] | ||||
Expected dividend yield | 0 | |||
Risk free interest | 0.10 | |||
Expected term | 1.0 | |||
Initial valuation [Member] | Minimum [Member] | ||||
Stock price on the date of grant | $ 0.0340 | |||
Expected volatility rate | 75.03 | |||
Stock price | 0.0106 | |||
Exercise price | 0.0106 | |||
Initial valuation [Member] | Maximum [Member] | ||||
Stock price on the date of grant | $ 0.0806 | |||
Expected volatility rate | 98.14 | |||
Stock price | 0.0248 | |||
Exercise price | 0.0248 | |||
Institutional Investors [Member] | ||||
Original sale discount percentage | 15.00% | 15.00% | ||
Principal amount | $ 4,456,176 | $ 4,456,176 |
WARRANTS (Details)
WARRANTS (Details) - Warrants [Member] | 9 Months Ended |
Sep. 30, 2021USD ($)$ / shares | |
Annual dividend yield | $ | $ 0 |
Maximum [Member] | |
Expected life (years) | 10 years |
Risk-free interest rate | 0.81% |
Expected volatility | 98.81% |
Common stock price | $ 17 |
Minimum [Member] | |
Expected life (years) | 2 years 8 months 12 days |
Risk-free interest rate | 0.23% |
Expected volatility | 92.93% |
Common stock price | $ 11.5000 |
WARRANTS (Details 1)
WARRANTS (Details 1) - Warrants [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Outstanding, beginning period | 152,738 |
Issuances | 441,255 |
Exercises | (43,167) |
Forfeitures/cancellations | (69,475) |
Outstanding, ending period | 481,351 |
Weighted Average Price | $ / shares | $ 13.2809 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - Scientific Advisory Board And Employee [Member] | 9 Months Ended |
Sep. 30, 2021shares | |
Warrants issued | 421,066 |
Individuals exercised warrants | 43,167 |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($) | Feb. 12, 2021 | Aug. 31, 2021 | Sep. 30, 2021 | Mar. 30, 2021 | Feb. 11, 2021 | Dec. 31, 2020 |
Percentages of preferred shares stated value | 120.00% | |||||
Common Stock shares issued | 2,458,250 | 2,458,242 | ||||
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 | |||||
Common stock price | $ 0.001 | |||||
Redemption price | 125.00% | |||||
Stated Value per share | 1,200 | |||||
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 | |||||
Conversion price per share | $ 0.05 | |||||
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 | |||||
Common stock price | $ 0.001 | |||||
Stated Value per share | 1200 | |||||
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) - shares | Nov. 10, 2021 | Nov. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Common stock authorized shares | 6,000,000,000 | 6,000,000,000 | ||
Common stock shares outstanding | 1,537,081 | 1,537,073 | ||
Subsequent Event [Member] | ||||
Common stock authorized shares | 50,000,000 | 50,000,000 | ||
Description of reverse stock split | we effected a 1-for-500 reverse split of our authorized and issued and outstanding shares of common stock | Thereafter, following the approval of the Board of Directors of the Company, the Company effected a 1-for-500 reverse split of the both the Company’s authorized and outstanding shares of Common Stock | ||
Amendment description | Company filed an amendment to its Articles of Incorporation increasing the Company’s authorized shares of Common Stock to 25 billion from 6 billion | |||
Common stock shares outstanding | 2,452,348 |