Cover
Cover | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC. |
Entity Central Index Key | 0001187953 |
Document Type | S-1/A |
Amendment Flag | true |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Filer Category | Non-accelerated Filer |
Entity Ex Transition Period | false |
Amendment Description | Amendment |
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 ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | |||
Cash | $ 2,377,930 | $ 98,012 | $ 88,648 |
Related party advance | 200,000 | 0 | |
Accounts receivable | 5,600 | ||
Total Current Assets | 2,577,930 | 98,012 | 94,248 |
OTHER ASSETS | |||
Other assets | 3,282 | 0 | |
Licenses, net of amortization | 550,700 | 619,763 | 436,555 |
TOTAL ASSETS | 3,131,912 | 717,775 | 530,803 |
CURRENT LIABILITIES | |||
Accounts payable | 454,525 | 350,899 | 320,785 |
Accrued expenses | 29,920 | 159,771 | 120,492 |
Management fee and patent liabilities - related parties | 250,082 | 468,782 | 240,082 |
Convertible notes payable, net of discount of $0 and $409,649, respectively | 0 | 788,701 | 1,062,266 |
Notes payable, net of discount of $2,219,430 and $0, respectively | 2,743,430 | 0 | |
Advances from related party | 17,300 | 10,800 | 10,800 |
Derivative liabilities | 0 | 38,741,832 | 6,847,877 |
Total Current Liabilities | 3,495,257 | 40,520,785 | 8,602,302 |
TOTAL LIABILITIES | 40,520,785 | 8,602,302 | |
STOCKHOLDERS' DEFICIT | |||
Preferred Stock Value | 0 | 0 | |
Common Stock Value | 2,458 | 1,537 | 45 |
Additional paid-in capital | 38,434,192 | 22,082,689 | 17,490,462 |
Accumulated deficit | (38,802,995) | (61,890,236) | (25,565,006) |
TOTAL STOCKHOLDERS' DEFICIT | (363,345) | (39,803,010) | (8,071,499) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 3,131,912 | 717,775 | 530,803 |
Preferred Stock Series C [Member] | |||
STOCKHOLDERS' DEFICIT | |||
Preferred Stock Value | 0 | 0 | 3,000 |
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 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 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 | 12,000,000,000 | 1,200,000,000 |
Common stock, shares issued | 2,458,250 | 1,537,081 | 44,986 |
Common stock, shares outstanding | 2,458,242 | 1,537,073 | 44,978 |
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 | 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 | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||
Revenues | $ 10,000 | $ 77,000 | $ 20,000 | $ 147,000 | $ 164,500 | $ 165,500 |
Cost of revenues | 4,000 | 17,600 | 8,500 | 42,596 | 50,596 | 45,499 |
Gross profit | 6,000 | 59,400 | 11,500 | 104,404 | 113,904 | 120,001 |
OPERATING EXPENSES | ||||||
Research and development | 59,180 | 0 | 59,180 | 0 | ||
Selling, general and administrative | 757,235 | 285,100 | 1,536,479 | 846,154 | 1,161,947 | 1,223,219 |
Amortization of patent costs | 23,021 | 16,771 | 69,063 | 50,021 | 66,792 | 26,950 |
TOTAL EXPENSES | 839,436 | 301,871 | 1,664,722 | 896,175 | 1,228,739 | 1,250,169 |
Operating loss | (833,436) | (242,471) | (1,653,222) | (791,771) | (1,114,835) | (1,130,168) |
OTHER INCOME/(EXPENSE) | ||||||
Interest expense | 1,305,273 | 289,210 | 1,875,687 | 910,236 | 1,229,590 | 1,895,528 |
Gain on extinguishment of convertible notes | 489,157 | 0 | 585,601 | 0 | (366,042) | |
Change in fair value of derivatives liabilities | (194,044) | 926,532 | 26,030,549 | 3,996,775 | (33,980,805) | (5,091,935) |
Total other income (expense) | (1,010,160) | 637,322 | 24,740,463 | 3,086,539 | (35,210,395) | (7,353,505) |
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | (1,843,596) | 394,851 | 23,087,241 | 2,294,768 | (36,325,230) | (8,483,673) |
Provision for income taxes | 0 | 0 | 0 | |||
NET INCOME (LOSS) | $ (1,843,596) | $ 394,851 | $ 23,087,241 | $ 2,294,768 | $ (36,325,230) | $ (8,483,673) |
BASIC NET INCOME (LOSS) PER SHARE | $ (0.75) | $ 0.58 | $ 9.98 | $ 6.21 | $ (62.69) | $ (410.12) |
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 | ||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED | 579,461 | 20,686 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net income (loss) | $ 23,087,241 | $ 2,294,768 | $ (36,325,230) | $ (8,483,673) |
Adjustments to reconcile net income to net cash from operating activities: | ||||
Stock-based compensation | 595,380 | 68,242 | 170,323 | 0 |
Amortization | 69,063 | 50,021 | 66,792 | 26,950 |
Amortization of debt discounts | 1,755,104 | 804,898 | 979,960 | 1,723,451 |
Change in fair value of derivatives liabilities | (26,030,549) | (3,996,775) | 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 | 0 | 100,000 | ||
Gain on extinguishment of convertible notes | (585,601) | 0 | ||
Changes in assets and liabilities: | ||||
Accounts receivable | 0 | 5,600 | 5,600 | 4,000 |
Inventory | 0 | 0 | ||
Accounts payable | 103,626 | 23,666 | 30,114 | (11,054) |
Accrued expenses | 26,169 | 126,838 | 167,029 | 189,256 |
Management fee payable | (168,700) | 131,200 | 490,051 | (120,000) |
Net cash used in operating activities | (1,054,446) | (491,542) | (434,556) | (1,213,093) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Advance to related party | (200,000) | 0 | ||
Net cash used in investing activities | (200,000) | (250,000) | 0 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from note payable | 3,887,750 | 0 | 710,920 | 1,302,795 |
Payments on notes payable | (105,000) | 0 | ||
Payments on notes payable to related party | (50,000) | |||
Payment of debt issuance costs | (443,239) | |||
Payment of deferred offering costs | (3,282) | |||
Payments on convertible notes payable | 0 | (17,000) | (17,000) | (263,411) |
Proceeds from convertible notes payable | 435,040 | 458,600 | 710,920 | 1,302,795 |
Prepayment premiums paid on convertible notes payable | (41,699) | |||
Proceeds from sale of preferred stock | 462,000 | 0 | ||
Payments to settle convertible notes payable and warrants | (705,405) | 0 | ||
Related party advances | 226,500 | |||
Repayment of related party advances | (220,000) | |||
Net cash provided from financing activities | 3,534,364 | 441,600 | 693,920 | 997,685 |
NET INCREASE (DECREASE) IN CASH | 2,279,918 | (49,942) | 9,364 | (215,408) |
BEGINNING CASH BALANCE | 98,012 | 88,648 | 88,648 | 304,056 |
ENDING CASH BALANCE | 2,377,930 | 38,706 | 98,012 | 88,648 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||
Cash payments for interest | 9,186 | 6,000 | 6,000 | 18,177 |
Cash payments for income taxes | 0 | 0 | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Conversion of notes payable, accrued interest and derivative liabilities into common stock | 13,747,415 | 2,772,149 | 4,162,045 | 4,156,811 |
Accrued dividends on preferred stock | 27,725 | 0 | ||
Warrants issued with notes payable and as a service fee | 2,097,629 | 0 | ||
Related party liability incurred for additional patent costs | 0 | 300,000 | ||
Beneficial conversion feature issued with Allogenics patent liability | 101,351 | 0 | ||
Conversion of management fees and patent liability into common stock | 50,000 | 160,000 | $ 160,000 | $ 138,000 |
Discounts on convertible notes payable due to derivative liabilities | 134,640 | 0 | ||
Exchange of preferred stock for notes payable | $ 572,275 | $ 0 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENT 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 | 12,036 | |||||
Balance, amount at Dec. 31, 2018 | $ (3,994,637) | $ 3,000 | $ 12 | $ 13,083,684 | $ (17,081,333) | ||
Common stock issued for cashless warrant exercise, shares | 1,062 | 1,063 | |||||
Common stock issued for cashless warrant exercise, amount | $ 0 | 0 | $ 1 | (1) | 0 | ||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, shares | 23,746 | ||||||
Common stock issued for conversion of convertible notes, accrued interest and derivative liabilities, amount | 1,501,275 | 0 | $ 24 | 1,501,251 | 0 | ||
Common stock issued for related party management fee and patent liabilities, shares | 8,133 | ||||||
Common stock issued for related party management fee and patent liabilities, amount | 250,000 | 0 | $ 8 | 249,992 | 0 | ||
Relief of derivative liabilities | 2,655,536 | 0 | 0 | 2,655,536 | 0 | ||
Net loss | (8,483,673) | $ 0 | $ 0 | 0 | (8,483,673) | ||
Beneficial conversion feature issued with Allogenics patent liability | 0 | ||||||
Stock-based compensation | 0 | ||||||
Balance, shares at Dec. 31, 2019 | 3,000,000 | 44,978 | |||||
Balance, amount at Dec. 31, 2019 | (8,071,499) | $ 0 | $ 0 | $ 3,000 | $ 45 | 17,490,462 | (25,565,006) |
Net loss | 2,294,768 | 0 | 0 | 0 | $ 0 | 0 | 2,294,768 |
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 |
Stock-based compensation | 68,242 | ||||||
Balance, shares at Sep. 30, 2020 | 3,000,000 | 951,476 | |||||
Balance, amount at Sep. 30, 2020 | (2,776,340) | 0 | 0 | $ 3,000 | $ 952 | 20,489,946 | (23,270,238) |
Balance, shares at Dec. 31, 2019 | 3,000,000 | 44,978 | |||||
Balance, amount at Dec. 31, 2019 | (8,071,499) | 0 | 0 | $ 3,000 | $ 45 | 17,490,462 | (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 | 0 | $ 1,363 | 1,365,342 | 0 | ||
Common stock issued for related party management fee and patent liabilities, shares | 128,630 | ||||||
Common stock issued for related party management fee and patent liabilities, amount | 160,000 | 0 | $ 129 | 159,871 | 0 | ||
Relief of derivative liabilities | 2,795,340 | 0 | 0 | 2,795,340 | 0 | ||
Net loss | (36,325,230) | 0 | 0 | 0 | (36,325,230) | ||
Beneficial conversion feature issued with Allogenics patent liability | 101,351 | 0 | 101,351 | 0 | |||
Stock-based compensation | 170,323 | 0 | $ 0 | 170,323 | 0 | ||
Differences in shares from reverse stock split, shares | 1,293 | ||||||
Differences in shares from reverse stock split, amount | 0 | $ 0 | $ 0 | 0 | 0 | ||
Balance, shares at Dec. 31, 2020 | 3,000,000 | 1,537,073 | |||||
Balance, amount at Dec. 31, 2020 | (39,803,010) | 0 | 0 | $ 3,000 | $ 1,537 | 22,082,689 | (61,890,236) |
Balance, shares at Jun. 30, 2020 | 3,000,000 | 490,644 | |||||
Balance, amount at Jun. 30, 2020 | (4,204,672) | 0 | 0 | $ 3,000 | $ 491 | 19,456,926 | (23,665,089) |
Net loss | 394,851 | 0 | 0 | 0 | $ 0 | 0 | 394,851 |
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 |
Balance, shares at Sep. 30, 2020 | 3,000,000 | 951,476 | |||||
Balance, amount at Sep. 30, 2020 | (2,776,340) | 0 | 0 | $ 3,000 | $ 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) | 0 | 0 | $ 3,000 | $ 1,537 | 22,082,689 | (61,890,236) |
Common stock issued for cashless warrant exercise, shares | 43,167 | ||||||
Net loss | $ 23,087,241 | 0 | 0 | 0 | $ 0 | 0 | 23,087,241 |
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 |
Stock-based compensation | 595,380 | ||||||
Proceeds from sales of preferred stock, shares | 350 | 150 | 4,286 | ||||
Proceeds from sales of preferred stock, amount | 462,000 | $ 321,000 | $ 141,000 | 0 | $ 4 | (4) | 0 |
Common stock issued for related party patent and management liabilities, shares | 89,286 | ||||||
Common stock issued for related party patent and management liabilities, amount | 50,000 | 0 | 0 | 0 | $ 89 | 49,911 | 0 |
Dividends on preferred stock | (27,725) | 0 | 0 | 0 | $ 0 | (27,725) | 0 |
Cashless exercise of warrants, shares | 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, shares | (350) | (150) | |||||
Preferred stock redemption, amount | (572,275) | $ (321,000) | $ (141,000) | $ 0 | $ 0 | (110,275) | 0 |
Balance, shares at Sep. 30, 2021 | 3,000,000 | 2,458,242 | |||||
Balance, amount at Sep. 30, 2021 | (363,345) | $ 0 | $ 0 | $ 3,000 | $ 2,458 | 38,434,192 | (38,802,995) |
Balance, shares at Jun. 30, 2021 | 350 | 150 | 3,000,000 | 2,440,614 | |||
Balance, amount at Jun. 30, 2021 | (714,453) | $ 321,000 | $ 141,000 | $ 3,000 | $ 2,440 | 35,777,506 | (36,959,399) |
Net loss | (1,843,596) | 0 | 0 | 0 | $ 0 | 0 | (1,843,596) |
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 |
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, shares | (350) | (150) | |||||
Preferred stock redemption, amount | (572,275) | $ (321,000) | $ (141,000) | $ 0 | $ 0 | (110,275) | 0 |
Balance, shares at Sep. 30, 2021 | 3,000,000 | 2,458,242 | |||||
Balance, amount at Sep. 30, 2021 | $ (363,345) | $ 0 | $ 0 | $ 3,000 | $ 2,458 | $ 38,434,192 | $ (38,802,995) |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 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 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. 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 7options 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 | NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization CMT was originally created on December 30, 2015 (“Inception”), as the urological arm of CMH to monetize a patent and related intellectual property related to the treatment of erectile dysfunction (“ED”), which it acquired from CMH in February 2016. Subsequently, the Company has expanded its development and acquisition of intellectual property beyond urology to include therapeutic treatments utilizing amniotic stem cells, and the treatment of neurologic disorders and lower back pain using various types of stem cells through its AmnioStem LLC, StemSpine, LLC, and ImmCelz, Inc. subsidiaries. However, neither AmnioStem LLC, StemSpine, Inc. nor ImmCelz, Inc. have commenced commercial activities. Risks and Uncertainties On January 30, 2020, the World Health Organization declared the COVID-19 outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the COVID-19 include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The COVID-19 and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the complete financial effect will be to the company, to-date, the Company is experiencing a reduction in revenues due to the prioritization of medical resources to address the COVID-19 outbreak. In several of our markets, all non-essential (including elective) procedures have been placed on hold. While this has a negative financial impact to our revenues, there have been the same reductions to our costs. Additionally, since the Company maintains no inventory and require nearly all of customers to pre-pay, there is no risk to receivables or inventory write-downs. The company expects existing orders temporarily on hold and continued sales, training and patient treatments will resume once the physician’s offices are back to being fully operational. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions, including the political environment and acts or threats of war or terrorism. Adverse developments in these general business and economic conditions, including through recession, downturn or otherwise, could have a material adverse effect on the Company’s financial condition and the results of its operations. The Company has only recently started to generate sales and we have limited marketing and/or distribution capabilities. The Company has limited experience in developing, training or managing a sales force and will incur substantial additional expenses if it decides to market any of its current and future products and services with an internal sales organization. Developing a marketing and sales force is also time consuming and could delay launch of its future products and services. In addition, the Company will compete with many companies that currently have extensive and well-funded marketing and sales operations. The Company’s marketing and sales efforts may be unable to compete successfully against these companies. In addition, the Company has limited capital to devote to sales and marketing. The Company’s industry is characterized by rapid changes in technology and customer demands. As a result, the Company’s products and services may quickly become obsolete and unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer demands, develop new products and services and enhance the Company’s current products and services on a timely and cost-effective basis. Further, the Company’s products and services must remain competitive with those of other companies with substantially greater resources. The Company may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products and services or enhanced versions of existing products and services. Also, the Company may not be able to adapt new or enhanced products and services to emerging industry standards, and the Company’s new products and services may not be favorably received. In addition, the Company may not have the capital resources to further the development of existing and/or new ones. Use of Estimates Basis of Presentation U.S. GAAP Going Concern Concentration Risks Cash Equivalents Fair Value of Financial Instrument Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value measurements are required to be disclosed by level within the following fair value hierarchy: Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 – Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 – Inputs lack observable market data to corroborate management’s estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. 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 December 31, 2020, the Company has level 3 fair value calculations on derivative liabilities. The table below reflects the results of our Level 3 fair value calculations: Notes Warrants Total Derivative liability at December 31, 2019 $ 6,659,055 $ 188,822 $ 6,847,877 Addition of new conversion option derivatives 2,572,723 - 2,572,723 Extinguishment/modification - - - Conversion of note derivatives (2,795,340 ) - (2,795,340 ) Change in fair value 30,907,397 1,209,175 32,116,572 Derivative liability at December 31, 2020 $ 37,343,835 $ 1,397,997 $ 38,741,832 Intangible Assets Impairment Derivative Liabilities As a matter of policy, the Company does not invest in separable financial derivatives or engage in hedging transactions. However, the Company entered into certain debt financing transactions in fiscal 2020 and 2019, as disclosed in Notes 4 and 5, containing certain conversion features that have resulted in the instruments being deemed derivatives. We evaluate such derivative instruments to properly classify such instruments within equity or as liabilities in our financial statements. Our policy is to settle instruments indexed to our common shares on a first-in-first-out basis. The classification of a derivative instrument is reassessed at each reporting date. If the classification changes as a result of events during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified. Instruments classified as derivative liabilities are remeasured using the Black-Scholes model at each reporting period (or upon reclassification), and the change in fair value is recorded on our consolidated statement of operations. Revenue The Company generates revenue from the sale of disposable stem cell concentration kits. Revenues are recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services, which is generally on delivery to the customer. Payments received for which the earnings process is not yet complete are deferred. As of December 31, 2020, the Company had deferred revenue of $32,000 included within current liabilities in the accompanying consolidated balance sheet. Research and Development 1. Erectile Dysfunction Technology based upon the use of stem cells. These costs, which consist primarily of monies paid for clinical trial expenses, materials and supplies and compensation costs amounted to $0 for the year ended December 31, 2020. There were $0 in research costs for the period ended December 31, 2019; 2. Amniotic Fluid-based Stem Cells. Pre-clinical research costs, which consist primarily of monies paid for laboratory space, materials and supplies amounted to $0 for the year ended December 31, 2020. There were $0 in research costs for the period ended December 31, 2019. Stock-Based Compensation Income Taxes The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company will recognize interest and penalties related to unrecognized tax benefits in the income tax provision in the accompanying statement of operations. The Company calculates the current and deferred income tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed income tax returns are recorded when identified. The amount of income taxes paid is subject to examination by U.S. federal and state tax authorities. The estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, facts and circumstances existing at that time. To the extent that the assessment of such tax positions change, the change in estimate is recorded in the period in which the determination is made. Basic and Diluted Loss Per Share Recent Accounting Pronouncements |
LICENSING AGREEMENTS
LICENSING AGREEMENTS | 9 Months Ended | 12 Months Ended |
Sep. 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 $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 $4,670and $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 $1.85, 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 $25,000annually through 2030 related to the licensing costs. | NOTE 2 – LICENSING AGREEMENTS ED Patent Multipotent Amniotic Fetal Stem Cells License Agreement The Company estimates that the patent expires in February 2026 and has elected to amortize the patent through the period of expiration on a straight-line basis. Amortization expense of $1,172 was recorded for the years ended December 31, 2020 and 2019. As of December 31, 2020, the carrying value of the patent was $5,256. 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 lowest closing price within 20 business days prior to the conversion date. · In the event the Company’s shares of common stock trade below $5.00 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 expense of $10,000 was recorded for the years ended December 31, 2020 and 2019. As of December 31, 2020, the carrying value of the initial patent license was $65,000. 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. The Company has elected to amortize the patent over a ten-year period on a straight-line basis. Amortization expense of $45,940 was recorded for the year ended December 31, 2020. Amortization expense of $5,806 was recorded for the year ended December 31, 2019. As of December 31, 2020, the carrying value of the patent was $248,254. The Company expects to amortize approximately $46,000 annually through 2027 related to the patent costs. ImmCelz™ · 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 $1.85 which is based on the date of this agreement · Within thirty (30) days of the end of each calendar quarter during the term of this Agreement, Licensee will pay Licensor five percent (5%) of the Net Income of ImmCelz™. 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. Refer to exhibit 10.29 for the complete agreement. The Company has elected to amortize the patent over a ten-year period on a straight-line basis. Given the date of the Agreement, there was no amortization expense recorded for the year ended December 31, 2020. As of December 31, 2020, the carrying value of the patent was $250,000. The Company expects to amortize approximately $25,000 annually through 2030 related to the patent costs. As of December 31, 2020, future expected amortization of these assets is as follows: For the year ended December 31, 2021 93,327 2022 93,327 2023 93,327 2024 93,327 2025 93,327 Thereafter 152,835 Total $ 619,470 The following is a rollforward of the Company’s licensing agreements for the year end December 31, 2020. Assets Accumulated Amortization Balances at December 31, 2019 $ 510,000 $ (73,445 ) Addition of new assets 250,000 - Amortization - (66,792 ) Balances at December 31, 2020 $ 760,000 $ (140,237 ) |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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. | 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, 2020. 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. On January 12, 2018, the Company entered into a Debt Settlement Agreement with Timothy Warbington, our CEO, Chairman, and principal shareholder, and Creative Medical Health, Inc., the parent of the Company, whereby Mr. Warbington cancelled $150,000 of debt owed by CMH to him in return for which he would receive 3,000,000 shares of Series A Preferred Stock which CMH agreed to receive in return for cancellation of $150,000 of debt owed by us to CMH for management reimbursement costs. As of December 31, 2020, and 2019, amounts due to CMH under the arrangement were $18,782 and $82 respectively. During 2016, the Company entered into three note payable agreements with CMH in which the proceeds were used in operations. The notes payable were dated February 2, 2016, May 1, 2016 and May 18, 2016 and resulted in borrowings of $50,000, $50,000 and $25,000, respectively. Notes payable of $50,000 mature on April 30, 2018, $50,000 on July 31, 2018 and $25,000 on May 18, 2018. On May 4, 2017, CMT and CMH entered into a Note Extension and Limited Waiver Agreement whereby the parties extended the maturity date of the 8% Promissory Note dated February 2, 2016, in the principal amount of $50,000, from April 30, 2017, to April 30, 2018, and CMH waived the nonpayment of the Note by CMT on the original maturity date. On extension, CMT paid to CMH accrued interest related to the extended note of $4,050. On July 31, 2017, CMT and CMH entered into a Note Extension and Limited Waiver Agreement whereby the parties extended the maturity date of the 8% Promissory Note dated May 1, 2016, in the principal amount of $50,000, from July 31, 2017, toJuly 31, 2018, and CMH waived the nonpayment of the Note by CMT on the original maturity date. On extension, CMT paid to CMH accrued interest related to the extended note of $4,050. The notes incur interest at 8% per annum on the outstanding balance of the notes. As of December 31, 2020, accrued, unpaid interest was $0. On April 11, 2018, CMH converted $136,003 of principal and accrued interest into 19,711 common shares. As of December 31, 2020, the Company had fulfilled all the obligations of the notes. On August 12, 2016, CMH advanced the Company $2,000 for operations. The amount is due on demand and does not incur interest. On May 17, 2017, StemSpine, LLC (“StemSpine”), a newly formed Nevada limited liability company and wholly owned subsidiary of Creative Medical Technologies, Inc. (“CMT”), the wholly owned subsidiary of the Company, entered into a Patent Purchase Agreement dated May 17, 2017 (the “Agreement”), with Creative Medical Holdings, Inc. (“CMH”). To date, the Company has paid CMH the $100,000 obligation of the initial payment due under this agreement, by a $50,000cash payment and the issuance of 667shares of common stock on December 12, 2019. On December 31, 2019 the Company paid CMH $50,000 of the $300,000 obligation from the second payment due under this agreement through the issuance of 133 shares of common stock. On September 30, 2020 the Company paid CMH $40,000 of the $300,000 obligation from the second payment due under this agreement through the issuance of 84,656 shares of common stock. On December 28, 2020, ImmCelz, Inc. (“ImmCelz”), a newly formed Nevada corporation and wholly owned subsidiary of the Company, entered into a Patent License Agreement dated December 28, 2020 (the “Agreement”), with Jadi Cell, LLC. (“Jadi”), a company controlled by Dr. Amit Patel, a Board Member. Execution of the agreement triggered a $250,000 payment obligation to Jadi. See Note 2 for discussion of an additional related party transactions with CMH relating the purchase of our ED patent in 2016, our StemSpine® patent in 2017 and the ImmCelz™ Patent License agreement in 2020. |
DEBT
DEBT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 | NOTE 4 – DEBT During 2019, we issued $1,572,400 in convertible notes to accredited investors with net proceeds of $1,302,795. The notes matured from February through October of 2020 and bore interest rates ranging from 2% to 11%. In February 2019, we entered into three separate exchange agreements with holders of common stock purchase warrants issued by the Company in September 2018 and November 2018. Under each exchange agreement, the Company issued a convertible promissory note in the principal amount of $100,000 to the warrant holder party to such exchange agreement in exchange for the cancellation of common stock purchase warrants held by such warrant holder, initially exercisable for an aggregate of 43 shares of the Company’s common stock. 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. The loans are evidenced by promissory notes and bore interest in a range of 8% to 11%. The loan maturity dates ranged from February 19, 2020 through October 11, 2020. The Company amortized the on-issuance discounts of $1,194,357 to interest expense using the straight-line method over the original terms of the loans. During 2019 the Company amortized $1,613,226 to interest expense. As of December 31, 2019, a discount of $374,124 remained. During 2019, the Company issued an aggregate of 23,746 shares upon the conversion of $1,501,275 of outstanding principal, interest and fees on existing, outstanding notes and 1,062 shares upon the cashless exercise of 1,188 warrants. During the year ended December 31, 2019, the Company incurred $41,699 in pre-payment premiums associated with the extinguishment of $313,111 in principal that was recorded as interest expense. During 2020, we issued $831,140 in convertible notes to accredited investors with net proceeds of $710,920. The notes mature from February through December of 2021 and bear an interest 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 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 Company is amortizing the on-issuance discounts of $828,710 to interest expense using the straight-line method over the original terms of the loans. During 2020 the Company amortized $979,959 to interest expense. As of December 31, 2020, a discount of $409,650 remained. During 2020, we issued an aggregate of 1,363,463 shares upon the conversion of $1,366,705 of outstanding principal, interest and fees on existing, outstanding notes. As of December 31, 2020, future loan maturities are as follows: For the year ending December 31, 2021 1,305,005 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended | 12 Months Ended |
Sep. 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. 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. | NOTE 5 – DERIVATIVE LIABILITIES Derivative Liabilities In connection with convertible notes payable and the related party management fee and patent liability, the Company records derivative liabilities for the conversion feature. In addition, the Company has warrants for which the exercise prices reset upon future events. These warrants are also considered to be derivative liabilities. The derivative liabilities are valued on the date the convertible note payable and the related party liabilities become convertible and revalued at each reporting period. The warrants are valued on the date of issuance and revalued at each reporting period. During the year ended December 31, 2020, the Company recorded initial derivative liabilities of $2,572,723 based upon the following Black-Scholes option pricing model average assumptions: an exercise price of 0.40 to $0.60our stock price on the date of grant of $1.70to $18.25, expected dividend yield of 0%, expected volatility of 103.79% to 131.89%, risk free interest rate of 0.16% to 1.62% and an expected term of 1.0 year. Upon initial valuation, the derivative liability exceeded the face value certain of the convertible note payables by approximately $1,864,233, which was recorded as a day one loss on derivative liability. On December 31, 2020, the derivative liabilities were revalued at $38,741,832 resulting in a loss of $33,980,805 related to the change in fair market value of the derivative liabilities. The derivative liabilities were revalued using the Black-Scholes option pricing model with the following average assumptions: an exercise price of $0.40 to $6.70, our stock price on the date of valuation $13.90, expected dividend yield of 0%, expected volatility of 98.14% to 100.94%, risk-free interest rate of 0.17%, and expected terms ranging from 0.50 to 3.57 years. During the year ended December 31, 2019, the Company recorded initial derivative liabilities of $2,794,910 based upon the following Black-Scholes option pricing model average assumptions: an exercise price of $25.00 to $1,545, our stock price on the date of grant of $30.00to $1,390, expected dividend yield of 0%, expected volatility of 87.61% to 103.96%, risk free interest rate of 1.56% to 2.55% and expected terms ranging from 1.0 to 5.0 years. Upon initial valuation, the derivative liability exceeded the face value certain of the convertible note payables by approximately $1,215,985, which was recorded as a day one loss on derivative liability. On December 31, 2019, the derivative liabilities were revalued at $6,847,877 resulting in a loss of $3,512,648 related to the change in fair market value of the derivative liabilities. The derivative liabilities were revalued using the Black-Scholes option pricing model with the following average assumptions: an exercise price of $10.00to $295, our stock price on the date of valuation $25.00, expected dividend yield of 0%, expected volatility of 93.84% to 103.96%, risk-free interest rate of 1.62%, and expected terms ranging from 0.50 to 4.58 years. Future Potential Dilution Most of the Company’s convertible notes payable contain adjustable conversion terms with significant discounts to market. As of December 31, 2020, the Company’s convertible notes payable are potentially convertible into an aggregate of approximately 1.4 billion 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 | 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 43,167warrants. 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% to 0.81 % 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 | 12 Months Ended |
Sep. 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 3,000 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 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. 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. | NOTE 7 – STOCKHOLDERS’ DEFICIT During 2019, the Company entered into convertible loan agreements with third parties that included 486 5-year warrants to purchase a share of common stock at initial prices ranging from $295 to $1,545. On the date of issuance, the Company accounted for the conversion feature on the warrants as derivative liabilities, see Note 5. Derivative accounting applies as the number of warrants and the conversion price are variable and do not have a floor as to the number of common shares in which could be converted. For the year ended December 31, 2019, outstanding warrants were increased by 9,100 to reflect the terms of the warrant agreements. For the year ended December 31, 2019, 1,188 warrants were converted into 1,062 common shares through cashless conversions. As of December 31, 2019, 10,089 warrants remained. Assumptions used in calculating the fair value of the warrants issued in 2019 were as follows: Range of Inputs Used Annual dividend yield $ - Expected life (years) 5.00 Risk-free interest rate 1.56 to 2.23 % Expected volatility 82.85% to 92.64.00 % Common stock price $ 295 to 760 During 2020, the Companygranted 3-year warrants to three board members to purchase an aggregate of 60,000 shares of common stock at a price of $0.004 and 8,214,286 to a contractor for services rendered at prices ranging from $2.00 to $2.50. For the year ended December 31, 2020, outstanding warrants were increased from the initial issuance of 291 warrants to 69,063 to reflect the terms of the existing warrant agreements. For the year ended December 31, 2020 there were no warrants converted into common shares through cashless conversions. As of December 31, 2020, 152,745 warrants remained. Assumptions used in calculating the fair value of the warrants issued in 2020 were as follows: Range of Inputs Used Annual dividend yield $ - Expected life (years) 3.00 Risk-free interest rate 0.11% to 0.29 % Expected volatility 99.24% to 106.51 % Common stock price $ 1.45 to 2.50 Warrant activity for the years ended December 31, 2020 and 2019 consists of the following: Warrants Weighted Weighted Outstanding, December 31, 2018 1,894 $ 355.00 4.22 Issued 486 Exercises (1,188 ) Anti-Dilution Modifications 9,100 Forfeiture/Cancellations (203 ) - Outstanding, December 31, 2019 10,089 $ 45.00 3.08 Issued 83,262 Exercises - Anti-Dilution Modifications 59,394 - Forfeiture/Cancellations - Outstanding, December 31, 2020 152,745 $ 2.85 2.47 Vested, December 31, 2020 152,745 $ 2.85 2.47 See Note 5 for discussion regarding anti-dilution and modifications related to warrants accounted for as derivative liabilities. See Note 2 for discussion related to the issuance of common stock in connection with licensing agreements. See Note 3 for discussion related to the issuance of common stock to a related party for cash. |
STOCKBASED COMPENSATION
STOCKBASED COMPENSATION | 12 Months Ended |
Dec. 31, 2020 | |
STOCKBASED COMPENSATION | |
NOTE 8 - STOCK-BASED COMPENSATION | NOTE 6 – STOCK-BASED COMPENSATION The Company has reserved 27 shares under its 2016 Stock Incentive Plan (the “ Plan In July and September 2016, the Company granted 10-year options to two parties for accepting appointment to the Company’s scientific advisory board. Each award consisted of options to purchase up to 500 shares at $87.50 per share. The options vest at a rate of 100 on each anniversary date of the respective grants. The options are accounted for as non-employee stock options and thus revalued for reporting purposes at the end of each quarter. During 2020 and 2019, the fair market value of the options was insignificant to the financial statements. Since the expected life of the options was greater than the Company’s historical stock information available, the Company determined the expected volatility based on price fluctuations of comparable public companies. There were no options issued during the years ended December 31, 2020 and 2019. Option activity for the years ended December 31, 2020 and 2019 consists of the following: Stock Options Weighted Average Exercise Price Weighted Average Life Remaining Outstanding, December 31, 2018 7 $ 13,125 7.65 Issued - - - Exercised - - - Expired - - - Outstanding, December 31, 2019 7 $ 13,125 6.65 Issued - - - Exercised - - - Expired - - - Outstanding, December 31, 2020 7 $ 13,125 5.64 Vested, December 31, 2020 5 $ 13,125 5.64 See Note 2 for discussion related to the issuance of common stock in connection with licensing agreements. See Note 4 and 5 for discussion regarding warrants issued with a convertible note payable. From April through September 2020, we granted 23,262 3-year warrants to a vendor for services rendered at exercise prices ranging from $1.45 to $3.50. The value of the warrants was determined to be $35,670 based upon the Black-Scholes method, see variables used below. In December 2020,we granted a total of 60,000 warrants to three of our board members at an exercise price of $2.00. The value of the warrants was determined to be $102,081 based upon the Black-Scholes method, see variables used below. As of December 31, 2020, future estimated stock-based compensation expected to be recorded was estimated to be $0. The fair value of each warrant award is estimated using the Black-Scholes valuation model. Assumptions used in calculating the fair value during the year ended December 31, 2020 were as follows: Weighted Annual dividend yield $ - Expected life (years) 3.0 Risk-free interest rate 0.11% to0.94 % Expected volatility 95.27% to 106.51 % Common stock price $ 1.45 to 9.50 See Note 7 for warrant rollforward. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
NOTE 9 - INCOME TAXES | NOTE 8 – INCOME TAXES The provision for income tax expense consists of the following at December 31, 2020 and 2019: 2020 2019 Income tax provision attributable to: Federal $ (250,771 ) $ (272,800 ) State and local (69,671 ) (75,792 ) Valuation allowance 320,442 (348,592 ) Net provision for income tax $ - $ - Deferred tax assets consist of the following at December 31, 2020 and 2019: 2020 2019 Deferred tax asset attributable to: Net operating loss carryover $ 1,593,282 $ 1,347,378 Accrued management fees, related party 155,063 80,825 Valuation allowance (1,748,345 ) (1,427,903 ) Net deferred tax asset $ - $ - The primary difference between the statutory federal rate and the Company’s effective tax rate for the years ended December 31, 2020 and 2019 was due to the 100% valuation allowance. The following is a reconciliation of the statutory federal rate and the Company’s effective tax rate for the year ended December 31, 2020 and 2019: 2020 2019 Tax at federal statutory rate 21.0 % 21.0 % State, net of federal benefit 0.2 % 0.9 % Change in temporary differences (0.0 )% 0.0 )% Permanent differences (20.2 ) (17.9 )% Valuation allowance (0.9 )% (4.1 )% Provision for taxes - As of December 31, 2020, the Company had federal and state gross net operating loss carryforwards of approximately $6.5 million. The federal and state net operating losses and tax credits expire in years beginning in 2036. Under Section 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. To date, the Company hasn’t experienced “ownership changes” under section 382 of the Code and comparable state tax laws. As of December 31, 2020, the Company estimates that none of the federal and state net operating losses will be limited under Section 382 of the Code. As of December 31, 2020, and 2019, the Company maintained a full valuation allowance on its net deferred tax assets. The valuation allowance was determined in accordance with the provisions of ASC 740, Accounting for Income Taxes, which requires an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction by jurisdiction basis. The Company’s history of cumulative losses, along with expected future U.S. losses required that a full valuation allowance be recorded against all net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance. The applicable federal and state rates used in calculating the deferred tax provision was 21.0% and 8.9%, respectively. The Company files income tax returns in the U.S. and Arizona. All years presented remain subject to examination for U.S. federal and state purposes. The Company is not currently under examination in federal or state jurisdictions. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 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 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, on November 10, 2021, 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. All share references have been restated for this reverse split to the earliest period presented. | NOTE 9 – SUBSEQUENT EVENTS On January 8, 2021 shares of common stock were issued to CMH in satisfaction of a $50,000 payment owed to CMH under the Patent Purchase Agreement, dated May 17, 2017, as amended on November 14, 2017, between us, our wholly-owned subsidiary StemSpine, LLC, and CMH. Pursuant to the Patent Agreement, the number of shares issued was calculated based on a 30% discount to the closing trading price of the common stock of $.0016 on December 9, 2020. In February 2020, we completed the sale of two 10% Original Issue Discount Senior Convertible Notes to two institutional investors pursuant to a Securities Purchase Agreement between the Company and the investors. The transactions were effected pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) promulgated thereunder. Pursuant to the Purchase Agreements, for an aggregate purchase price of $144,500, the Investors purchased the notes in the aggregate principal amount of $157.150. 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. On February 12, 2021, we completed the sale to an institutional investor 350,000 shares of the our newly designated Series B Preferred Stock pursuant to a Securities Purchase Agreement between the Company and the Purchaser for an aggregate purchase price of $350,000. In addition, pursuant to the Purchase Agreement, we issued the Purchaser 3,000 shares of our Common Stock as “Commitment Shares” for entering into the transaction. The transaction was effected pursuant to Secti on 4(a)(2) of the Securities Act of 1933, as amended and Rule 506 of regulation (b) promulgated thereunder. Each share of Series B Preferred Stock has a Stated Value of $1,200.00 and is convertible into Common Stock at a conversion price equal to $25. The conversion price of the Series B Preferred Stock is subject to equitable adjustment in the event of a stock split, stock dividend or similar event with respect to the Common Stock, and will be reduced to $17.50 in the event of a “Triggering Event” a defined in the Certificate of Designation of the Series B Preferred Stock (the “Certificate of Designation”). 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, multiplied by (b) a premium ranging from 5% if the redemption occurs within 90 days following the issuance of the Series B Preferred Stock, to 20% if the redemption occurs between 120 and 180 days following the issuance of the Series B Preferred Stock. On March 11, 2020, following the approval of the Board of Directors of the Company filed a Certificate of Amendment to the Certificate of Designation of the Company’s Series A Preferred Stock with the Secretary of State of the State of Nevada (the “Certificate of Amendment”). 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. The Company has 3,000,000 shares of Series A Preferred Stock outstanding, all of which are held by Timothy Warbington. From January 1, 2021 through March 17, 2021, we issued 623,404 shares of common stock for the conversion of $947,575 in convertible note principal, interest and fees. During January and February, 2021 we issued 20,111 shares to a contractor upon the conversion of 23,167 cashless warrants. The warrants were issued to the contractor for services rendered. 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, on November 10, 2021, 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. All share references have been restated for this reverse split to the earliest period presented. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 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. | Organization CMT was originally created on December 30, 2015 (“Inception”), as the urological arm of CMH to monetize a patent and related intellectual property related to the treatment of erectile dysfunction (“ED”), which it acquired from CMH in February 2016. Subsequently, the Company has expanded its development and acquisition of intellectual property beyond urology to include therapeutic treatments utilizing amniotic stem cells, and the treatment of neurologic disorders and lower back pain using various types of stem cells through its AmnioStem LLC, StemSpine, LLC, and ImmCelz, Inc. subsidiaries. However, neither AmnioStem LLC, StemSpine, Inc. nor ImmCelz, Inc. have commenced commercial activities. |
Risks and Uncertainties | Risks and Uncertainties | Risks and Uncertainties On January 30, 2020, the World Health Organization declared the COVID-19 outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the COVID-19 include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The COVID-19 and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the complete financial effect will be to the company, to-date, the Company is experiencing a reduction in revenues due to the prioritization of medical resources to address the COVID-19 outbreak. In several of our markets, all non-essential (including elective) procedures have been placed on hold. While this has a negative financial impact to our revenues, there have been the same reductions to our costs. Additionally, since the Company maintains no inventory and require nearly all of customers to pre-pay, there is no risk to receivables or inventory write-downs. The company expects existing orders temporarily on hold and continued sales, training and patient treatments will resume once the physician’s offices are back to being fully operational. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions, including the political environment and acts or threats of war or terrorism. Adverse developments in these general business and economic conditions, including through recession, downturn or otherwise, could have a material adverse effect on the Company’s financial condition and the results of its operations. The Company has only recently started to generate sales and we have limited marketing and/or distribution capabilities. The Company has limited experience in developing, training or managing a sales force and will incur substantial additional expenses if it decides to market any of its current and future products and services with an internal sales organization. Developing a marketing and sales force is also time consuming and could delay launch of its future products and services. In addition, the Company will compete with many companies that currently have extensive and well-funded marketing and sales operations. The Company’s marketing and sales efforts may be unable to compete successfully against these companies. In addition, the Company has limited capital to devote to sales and marketing. The Company’s industry is characterized by rapid changes in technology and customer demands. As a result, the Company’s products and services may quickly become obsolete and unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer demands, develop new products and services and enhance the Company’s current products and services on a timely and cost-effective basis. Further, the Company’s products and services must remain competitive with those of other companies with substantially greater resources. The Company may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products and services or enhanced versions of existing products and services. Also, the Company may not be able to adapt new or enhanced products and services to emerging industry standards, and the Company’s new products and services may not be favorably received. In addition, the Company may not have the capital resources to further the development of existing and/or new ones. |
Use of Estimates | Use of Estimates | Use of Estimates |
Basis of Presentation | Basis of Presentation | Basis of Presentation U.S. GAAP |
Going Concern | Going Concern | Going Concern |
Concentration Risks | Concentration Risks | |
Cash Equivalents | 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 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 $ - $ - $ - | Fair Value of Financial Instrument Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value measurements are required to be disclosed by level within the following fair value hierarchy: Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 – Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 – Inputs lack observable market data to corroborate management’s estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. 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 December 31, 2020, the Company has level 3 fair value calculations on derivative liabilities. The table below reflects the results of our Level 3 fair value calculations: Notes Warrants Total Derivative liability at December 31, 2019 $ 6,659,055 $ 188,822 $ 6,847,877 Addition of new conversion option derivatives 2,572,723 - 2,572,723 Extinguishment/modification - - - Conversion of note derivatives (2,795,340 ) - (2,795,340 ) Change in fair value 30,907,397 1,209,175 32,116,572 Derivative liability at December 31, 2020 $ 37,343,835 $ 1,397,997 $ 38,741,832 |
Intangible Assets | Intangible Assets | |
Impairment | Impairment | |
Derivative Liabilities | Derivative Liabilities As a matter of policy, the Company does not invest in separable financial derivatives or engage in hedging transactions. However, the Company entered into certain debt financing transactions in fiscal 2020 and 2019, as disclosed in Notes 4 and 5, containing certain conversion features that have resulted in the instruments being deemed derivatives. We evaluate such derivative instruments to properly classify such instruments within equity or as liabilities in our financial statements. Our policy is to settle instruments indexed to our common shares on a first-in-first-out basis. The classification of a derivative instrument is reassessed at each reporting date. If the classification changes as a result of events during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified. Instruments classified as derivative liabilities are remeasured using the Black-Scholes model at each reporting period (or upon reclassification), and the change in fair value is recorded on our consolidated statement of operations. | |
Revenue | Revenue | Revenue The Company generates revenue from the sale of disposable stem cell concentration kits. Revenues are recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services, which is generally on delivery to the customer. Payments received for which the earnings process is not yet complete are deferred. As of December 31, 2020, the Company had deferred revenue of $32,000 included within current liabilities in the accompanying consolidated balance sheet. |
Research and Development | Research and Development 1. Erectile Dysfunction Technology based upon the use of stem cells. These costs, which consist primarily of monies paid for clinical trial expenses, materials and supplies and compensation costs amounted to $0 for the year ended December 31, 2020. There were $0 in research costs for the period ended December 31, 2019; 2. Amniotic Fluid-based Stem Cells. Pre-clinical research costs, which consist primarily of monies paid for laboratory space, materials and supplies amounted to $0 for the year ended December 31, 2020. There were $0 in research costs for the period ended December 31, 2019. | |
Stock-Based Compensation | Stock-Based Compensation | |
Income Taxes | Income Taxes The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company will recognize interest and penalties related to unrecognized tax benefits in the income tax provision in the accompanying statement of operations. The Company calculates the current and deferred income tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed income tax returns are recorded when identified. The amount of income taxes paid is subject to examination by U.S. federal and state tax authorities. The estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, facts and circumstances existing at that time. To the extent that the assessment of such tax positions change, the change in estimate is recorded in the period in which the determination is made. | |
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. 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 7options 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. | Basic and Diluted Loss Per Share |
Recent Accounting Pronouncements | Recent Accounting Pronouncements | Recent Accounting Pronouncements |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Summary of outstanding securities | 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 | |
Schedule of licensing agreements | Assets Accumulated Amortization Balances at December 31, 2019 $ 510,000 $ (73,445 ) Addition of new assets 250,000 - Amortization - (66,792 ) Balances at December 31, 2020 $ 760,000 $ (140,237 ) | |
Schedule of future expected amortization | For the year ended December 31, 2021 93,327 2022 93,327 2023 93,327 2024 93,327 2025 93,327 Thereafter 152,835 Total $ 619,470 | |
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 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 $ - $ - $ - | Notes Warrants Total Derivative liability at December 31, 2019 $ 6,659,055 $ 188,822 $ 6,847,877 Addition of new conversion option derivatives 2,572,723 - 2,572,723 Extinguishment/modification - - - Conversion of note derivatives (2,795,340 ) - (2,795,340 ) Change in fair value 30,907,397 1,209,175 32,116,572 Derivative liability at December 31, 2020 $ 37,343,835 $ 1,397,997 $ 38,741,832 |
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) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DEBT | ||
Schedule of future loan maturities | For the year ended December 31, 2021 0 2022 5,146,176 Total $ 5,146,176 | For the year ending December 31, 2021 1,305,005 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
WARRANTS | |
Schedule of Warrants | Weighted Average Inputs Used Annual dividend yield $ - Expected life (years) 2.7 to 10.0 Risk-free interest rate 0.23% to 0.81 % Expected volatility 92.93% to 98.81 % Common stock price $ 11.5000 to $17.0000 |
Schedule of fair value 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 |
STOCKBASED COMPENSATION (Tables
STOCKBASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
STOCKBASED COMPENSATION | |
Schedule of Warrant | Stock Options Weighted Average Exercise Price Weighted Average Life Remaining Outstanding, December 31, 2018 7 $ 13,125 7.65 Issued - - - Exercised - - - Expired - - - Outstanding, December 31, 2019 7 $ 13,125 6.65 Issued - - - Exercised - - - Expired - - - Outstanding, December 31, 2020 7 $ 13,125 5.64 Vested, December 31, 2020 5 $ 13,125 5.64 |
Schedule of fair value of warrant | Weighted Annual dividend yield $ - Expected life (years) 3.0 Risk-free interest rate 0.11% to0.94 % Expected volatility 95.27% to 106.51 % Common stock price $ 1.45 to 9.50 |
STOCKHOLDERS DEFICIT (Tables)
STOCKHOLDERS DEFICIT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
STOCKHOLDERS DEFICIT | |
Schedule of Stockholders Deficit | Range of Inputs Used Annual dividend yield $ - Expected life (years) 5.00 Risk-free interest rate 1.56 to 2.23 % Expected volatility 82.85% to 92.64.00 % Common stock price $ 295 to 760 |
Schedule of warrant activity | Range of Inputs Used Annual dividend yield $ - Expected life (years) 3.00 Risk-free interest rate 0.11% to 0.29 % Expected volatility 99.24% to 106.51 % Common stock price $ 1.45 to 2.50 Warrants Weighted Weighted Outstanding, December 31, 2018 1,894 $ 355.00 4.22 Issued 486 Exercises (1,188 ) Anti-Dilution Modifications 9,100 Forfeiture/Cancellations (203 ) - Outstanding, December 31, 2019 10,089 $ 45.00 3.08 Issued 83,262 Exercises - Anti-Dilution Modifications 59,394 - Forfeiture/Cancellations - Outstanding, December 31, 2020 152,745 $ 2.85 2.47 Vested, December 31, 2020 152,745 $ 2.85 2.47 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
Schedule of income taxes | 2020 2019 Income tax provision attributable to: Federal $ (250,771 ) $ (272,800 ) State and local (69,671 ) (75,792 ) Valuation allowance 320,442 (348,592 ) Net provision for income tax $ - $ - |
Schedule of deferred tax assets | 2020 2019 Deferred tax asset attributable to: Net operating loss carryover $ 1,593,282 $ 1,347,378 Accrued management fees, related party 155,063 80,825 Valuation allowance (1,748,345 ) (1,427,903 ) Net deferred tax asset $ - $ - |
Schedule of effective tax rate | 2020 2019 Tax at federal statutory rate 21.0 % 21.0 % State, net of federal benefit 0.2 % 0.9 % Change in temporary differences (0.0 )% 0.0 )% Permanent differences (20.2 ) (17.9 )% Valuation allowance (0.9 )% (4.1 )% Provision for taxes - |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Derivative liability, beginning | $ 38,741,832 | $ 6,847,877 |
Addition of new conversion option derivatives | 1,077,757 | 2,572,723 |
Extinguishment/modification | (727,344) | 0 |
Conversion of note derivatives | (12,364,084) | (2,795,340) |
Change in fair value | (26,728,161) | 32,116,572 |
Derivative liability, ending | 0 | 38,741,832 |
Warrants [Member] | ||
Derivative liability, beginning | 1,397,997 | 188,822 |
Addition of new conversion option derivatives | 0 | 0 |
Extinguishment/modification | (346) | 0 |
Conversion of note derivatives | (1,869,768) | 0 |
Change in fair value | 472,117 | 1,209,175 |
Derivative liability, ending | 0 | 1,397,997 |
Notes [Member] | ||
Derivative liability, beginning | 37,343,835 | 6,659,055 |
Addition of new conversion option derivatives | 1,077,757 | 2,572,723 |
Extinguishment/modification | (726,998) | 0 |
Conversion of note derivatives | (10,494,316) | (2,795,340) |
Change in fair value | (27,200,278) | 30,907,397 |
Derivative liability, ending | $ 0 | $ 37,343,835 |
ORGANIZATION AND SUMMARY OF S_5
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_6
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Nov. 10, 2021 | Feb. 29, 2016 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2021 |
Working capital deficit | $ (917,327) | $ (917,327) | $ (40,422,773) | ||||||
Intellectual property | $ 8,372,797 | ||||||||
Net loss | (1,843,596) | $ 394,851 | 23,087,241 | $ 2,294,768 | (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 | 14,000,000,000 | |||||||
Deferred revenue | $ 32,000 | ||||||||
Cash used in operating activity | $ (1,054,446) | $ (491,542) | $ (434,556) | $ (1,213,093) | |||||
Common stock authorized shares | 6,000,000,000 | 6,000,000,000 | 12,000,000,000 | 1,200,000,000 | |||||
Warrants [Member] | |||||||||
Anti-dilutive securities excluded from computation of earning per share | 481,351 | 17,842 | 18 | 413 | |||||
Warrants to purchase common stock outstanding | 152,738 | 10,089 | |||||||
Options [Member] | |||||||||
Anti-dilutive securities excluded from computation of earning per share | 7 | 7 | 7 | 7 | |||||
Options to purchase common stock outstanding | 7 | 7 | |||||||
Subsequent Event [Member] | |||||||||
Description of reverse stock split | 1-for-500 reverse split of the both the Company’s authorized and outstanding shares of Common Stock | ||||||||
Common stock authorized shares | 50,000,000 | 50,000,000 |
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 |
Amortization | 0 |
Ending Balance | 760,000 |
Accumulated Amortization | |
Accumulated Amortization, Beginning Balance | (73,445) |
Addition of new assets | 0 |
Amortization | (66,792) |
Accumulated Amortization, Ending Balance | $ (140,237) |
LICENSING AGREEMENTS (Details N
LICENSING AGREEMENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 28, 2020 | Nov. 30, 2019 | May 17, 2017 | Feb. 02, 2016 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Patent cost | $ 25,000 | |||||||||
Carrying value | $ 250,000 | |||||||||
Stock Issued During Period, Shares, Purchase of Assets | 862 | |||||||||
Stock Issued During Period, Value, Purchase of Assets | $ 100,000 | |||||||||
License fees | $ 250,000 | $ 250,000 | ||||||||
License agreement description | which can also be paid in CELZ stock at a discount of 25% of the closing price of $1.85 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 | $ 550,700 | $ 550,700 | $ 619,763 | $ 436,555 | ||||||
Amortization of Intangible Assets | 6,250 | $ 0 | 18,750 | $ 0 | 66,792 | 26,950 | ||||
Common stock issued for related party patent and management liabilities, amount | 50,000 | |||||||||
Stemspine LLC [Member] | ||||||||||
Carrying value | 248,254 | |||||||||
Amortization of Intangible Assets | 2,493 | $ 7,479 | 46,000 | 5,806 | ||||||
Amortization expense | 45,940 | 5,806 | ||||||||
Royalty payment percentage | 5.00% | 5.00% | ||||||||
Non-royalty sublease income percentage. | 50.00% | 50.00% | ||||||||
Patents [Member] | ||||||||||
Patent cost | 43,481 | $ 43,481 | $ 50,960 | |||||||
Amortization of Intangible Assets | 2,493 | $ 7,479 | 5,806 | |||||||
Expiration period of finite-lived intangible assets | 2026 | 2036 | ||||||||
Expected amount of amortization | $ 9,972 | |||||||||
Patents [Member] | Creative Medical Health Inc [Member] | ||||||||||
Patent cost | 213,799 | $ 213,799 | 248,254 | |||||||
Amortization of Intangible Assets | $ 293 | 293 | 879 | 882 | $ 50,960 | 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 | 89,286 | |||||||||
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] | ||||||||||
Carrying value | 10,000 | |||||||||
Patent cost | $ 57,500 | 57,500 | 65,000 | |||||||
Amortization of Intangible Assets | 2,500 | $ 7,500 | $ 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 | ||||||||
Carrying value of patent | 231,250 | $ 231,250 | $ 250,000 | |||||||
Expiration period of finite-lived intangible assets | 2030 | |||||||||
Multipotent Amniotic Fetal Stem Cells License Agreement [Member] | Patents [Member] | ||||||||||
Carrying value | $ 5,256 | |||||||||
Patent cost | 4,670 | 4,670 | 5,549 | |||||||
Amortization of Intangible Assets | $ 11,485 | $ 11,485 | 34,455 | $ 34,455 | $ 1,172 | $ 1,172 | ||||
Expiration period of finite-lived intangible assets | 2026 | |||||||||
Expected amount of amortization | $ 1,172 | $ 1,172 | ||||||||
Initial payment | $ 100,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Dec. 12, 2019 | Apr. 11, 2018 | May 04, 2017 | Aug. 12, 2016 | Sep. 15, 2021 | Jun. 21, 2021 | May 28, 2021 | Dec. 31, 2018 | Jul. 31, 2018 | Apr. 30, 2018 | Nov. 17, 2017 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2016 |
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 | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 699,863,854 | 14,000,000,000 | |||||||||||||||
Proceeds from Related Party Debt | $ 226,500 | ||||||||||||||||
Reimbursement of management fees | $ 100,000 | ||||||||||||||||
Proceeds from Lines of Credit | 705,405 | $ 0 | |||||||||||||||
Creative Medical Health [Member] | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 19,711 | ||||||||||||||||
Expense | $ 112,500 | $ 135,000 | |||||||||||||||
Reimbursement of management fees | $ 45,000 | $ 35,000 | |||||||||||||||
Number of Trading days | 20 years | 20 years | |||||||||||||||
Management and consultant service | $ 35,000 | ||||||||||||||||
Agreement Notice period | 30 years | ||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 136,003 | ||||||||||||||||
Percentage of Common Stock, Discount on Shares at the market price | 30.00% | ||||||||||||||||
Amounts due under the arrangement | $ 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 | 667 | 84,656 | 133 | ||||||||||||||
Dr. Amit Patel | |||||||||||||||||
Proceeds from Related Party Debt | $ 2,000 | $ 150,000 | |||||||||||||||
Mr. Timothy Warbington | |||||||||||||||||
Proceeds from Related Party Debt | $ 2,000 | $ 50,000 | |||||||||||||||
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 | 8.00% | ||||||||||||||||
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 | 8.00% | ||||||||||||||||
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 ($) | Sep. 30, 2021 | Dec. 31, 2020 |
For the year ended December 31 | ||
2021 | $ 0 | $ 1,305,005 |
2022 | 5,146,176 | |
Total | $ 5,146,176 |
DEBT (Details Narrative)
DEBT (Details Narrative) | Aug. 11, 2021USD ($) | Aug. 12, 2016USD ($) | Jun. 21, 2021USD ($) | May 28, 2021USD ($) | Feb. 29, 2020 | Sep. 30, 2021USD ($)integer$ / sharesshares | Sep. 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 | $ 0 | $ 409,650 | |||||||
Pre-payment premiums associated with the extinguishment | $ 41,699 | ||||||||
Amortizing on issuance discount to interest expense | $ 1,755,104 | $ 804,898 | $ 828,710 | ||||||
Extinguishment recorded | $ 23,000 | $ 313,111 | |||||||
Number of shares issued upon conversion of debt | shares | 789,727 | 777,865 | 1,363,463 | 23,746 | |||||
Debt conversaion,Converrted instrument shares issued, shares | shares | 37,870 | ||||||||
Debt conversion, amount | $ 1,383,331 | $ 1,033,418 | $ 1,366,705 | $ 1,501,275 | |||||
Common stock issued for cashless warrant exercise (In Shares) | shares | 43,167 | 1,062 | |||||||
Warrants exercises | $ 0 | ||||||||
Proceeds from Convertible Debt | $ 3,887,750 | 0 | 710,920 | 1,302,795 | |||||
Debt Instrument, Interest Rate During Period | 8.00% | ||||||||
Proceeds from related party advances | 226,500 | ||||||||
Original issue discount | $ 1,755,104 | $ 804,898 | 979,960 | 1,723,451 | |||||
Bridge Notes [Member] | |||||||||
Principal amount | $ 690,000 | ||||||||
Interest expense | $ 758,426 | ||||||||
Term of warrant | 5 years | ||||||||
Maturity date | Feb. 11, 2022 | ||||||||
Purchase shares of common stock | shares | 363,046 | ||||||||
Initial exercise price per share | $ / shares | $ 14.175 | ||||||||
Roth Capital Partners [Member] | |||||||||
Purchase shares of common stock | shares | 20,189 | ||||||||
Placement agent fee | $ 312,750 | ||||||||
Institutional Investors [Member] | |||||||||
Principal amount | $ 4,456,176 | ||||||||
Original sale discount percentage | 15.00% | ||||||||
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 | ||||||||
Convertible notes issued | $ 831,140 | $ 1,572,400 | |||||||
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 | |||||||
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 | 60.00% | 66.00% | |||||||
Convertible Notes Payable [Member] | Minimum [Member] | |||||||||
Debt Instrument, Interest Rate During Period | 2.00% | ||||||||
Debt Instrument, Convertible, Conversion Percentage | 71.00% | 60.00% | |||||||
Convertible Notes Payable [Member] | Accredited investors [Member] | |||||||||
Represent the amount of reimbursement of management fees, monthly | $ 105,000 | ||||||||
Proceeds from Convertible Debt | $ 435,040 | ||||||||
Debt Instrument, Interest Rate During Period | 8.00% | ||||||||
Amortization of Debt Issuance Costs | $ 443,905 | $ 1,613,226 | |||||||
Convertible notes issued | $ 498,800 | ||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | integer | 15 | ||||||||
Percentage of Common Stock, Discount on Shares at the market price. | 10.00% | ||||||||
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 ($) | Aug. 11, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Expected dividend yield | $ 0 | |||
Expected term | 1 year | |||
Derivative Liability | $ 1,077,757 | $ 6,847,877 | ||
Initial Derivative Liability | $ 2,572,723 | 2,794,910 | ||
Derivative, Gain (Loss) on Derivatives, Net | 33,980,805 | 3,512,648 | ||
Convertible debt | 1,864,233 | 1,215,985 | ||
Derivative liabilities exceeded the face values | $ 697,602 | |||
Debt Conversion, Converted Instrument, Shares Issued | shares | 37,000,000 | |||
Debt Conversion, Converted Instruments, Shares Issued | 2,251,446 | |||
Institutional Investors [Member] | ||||
Principal amount | $ 4,456,176 | |||
Original sale discount percentage | 15.00% | |||
Initial Valuation [Member] | ||||
Expected term | 1 year | |||
Expected volatility rate | 98.14% | |||
Expected dividend yield | 0 | |||
Risk free interest | 0.10% | |||
Revaluation [Member] | ||||
Derivative Liability | $ 2,275,578 | 38,741,832 | 6,847,877 | |
Derivative, Gain (Loss) on Derivatives, Net | $ 33,980,805 | $ 3,512,648 | ||
Minimum [Member] | ||||
Shares Price | $ 1.70 | $ 30 | ||
Minimum [Member] | Employee Stock Option [Member] | ||||
Expected volatility rate | 98.14% | 87.61% | ||
Risk free interest | 0.16% | 1.56% | ||
Fair Value Assumptions, Expected Term | 6 months | 6 months | ||
Minimum [Member] | Measurement Input Exercise Price [Member] | ||||
Derivative Liability, Measurement Input Ratio | $ 0.40 | $ 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 | ||
Minimum [Member] | Initial Valuation [Member] | ||||
Expected volatility rate | 98.81% | |||
Stock price | 0.0248 | |||
Stock price on the date of grant shares | $ 0.0340 | |||
Exercise price | 0.0106 | |||
Minimum [Member] | Black-Scholes option pricing model [Member] | ||||
Expected volatility rate | 103.79% | |||
Stock price on the date of grant shares | $ 1.70 | |||
Minimum [Member] | Revaluation [Member] | Measurement Input Exercise Price [Member] | ||||
Derivative Liability, Measurement Input Ratio | 0.40 | 10 | ||
Minimum [Member] | Revaluation [Member] | Measurement Input Expected Term [Member] | ||||
Derivative Liability, Measurement Input Ratio | 13.90 | 25 | ||
Maximum [Member] | ||||
Risk free interest | 0.46% | |||
Shares Price | $ 18.25 | $ 139,078 | ||
Maximum [Member] | Employee Stock Option [Member] | ||||
Expected volatility rate | 100.94% | 103.96% | ||
Risk free interest | 1.62% | 2.55% | ||
Fair Value Assumptions, Expected Term | 3 years 6 months 25 days | 4 years 6 months 29 days | ||
Maximum [Member] | Measurement Input Exercise Price [Member] | ||||
Derivative Liability, Measurement Input Ratio | $ 0.60 | $ 3.09 | ||
Maximum [Member] | Initial Valuation [Member] | ||||
Expected volatility rate | 75.03% | |||
Stock price | 0.0310 | |||
Stock price on the date of grant shares | $ 0.0806 | |||
Exercise price | 0.0248 | |||
Risk free interest | 0.70% | |||
Maximum [Member] | Black-Scholes option pricing model [Member] | ||||
Expected volatility rate | 131.89% | |||
Stock price on the date of grant shares | $ 18.25 | |||
Maximum [Member] | Revaluation [Member] | Measurement Input Exercise Price [Member] | ||||
Derivative Liability, Measurement Input Ratio | $ 6.70 | $ 295 |
WARRANTS (Details)
WARRANTS (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Annual dividend yield | $ 0 | ||
Warrants [Member] | |||
Annual dividend yield | $ 0 | ||
Expected life (years) | 3 years | 5 years | |
Warrants [Member] | Maximum [Member] | |||
Expected life (years) | 10 years | ||
Risk-free interest rate | 0.81% | 0.29% | 2.23% |
Expected volatility | 98.81% | 106.51% | 92.64% |
Common stock price | $ 17 | $ 9.50 | |
Warrants [Member] | Minimum [Member] | |||
Expected life (years) | 2 years 8 months 12 days | ||
Risk-free interest rate | 0.23% | 0.11% | |
Expected volatility | 92.93% | 95.27% | |
Common stock price | $ 11.5000 | $ 1.45 |
WARRANTS (Details 1)
WARRANTS (Details 1) - Warrants [Member] - $ / shares | 9 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Outstanding, beginning period | 152,738 | |||
Issuances | 441,255 | |||
Exercises | (43,167) | |||
Forfeitures/cancellations | (69,475) | |||
Outstanding, ending period | 481,351 | |||
Weighted Average Price | $ 13.2809 | $ 2.85 | $ 45 | $ 355 |
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)
STOCKHOLDERS DEFICIT (Details) - Warrants [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 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) | 10 years | ||
Risk-free interest rate | 0.81% | 0.29% | 2.23% |
Expected volatility | 98.81% | 106.51% | 92.64% |
Common stock price | $ 1.45 | $ 760 | |
Minimum [Member] | |||
Risk-free interest rate | 0.11% | 1.56% | |
Expected volatility | 99.24% | 82.85% | |
Common stock price | $ 2.50 | $ 295 |
STOCKHOLDERS DEFICIT (Details 1
STOCKHOLDERS DEFICIT (Details 1) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Warrants, Outstanding Beginning Balance | 10,089 | 1,894 |
Warrants, Issued | 83,262 | 486 |
Warrants, Exercised | (1,188) | |
Anti-Dilution Modifications | 59,394 | 9,100 |
Forfeiture/Cancellations | (203) | |
Warrants, Outstanding Ending Balance | 152,745 | 10,089 |
Warrants, Vested | 152,745 | |
Weighted Average Exercise Price, Outstanding beginning | $ 45 | $ 355 |
Weighted Average Exercise Price, Outstanding ending | 2.85 | $ 45 |
Weighted Average Exercise Price, Vested | $ 2.85 | |
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 | Aug. 31, 2021 | Mar. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 11, 2021 |
Percentages of preferred shares stated value | 120.00% | ||||||
Common stock issued for cashless warrant exercise (In Shares) | 43,167 | 1,062 | |||||
Common Stock shares issued | 2,458,250 | 1,537,081 | 44,986 | ||||
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 | 152,738 | ||||||
Convertible Loan Agreement [Member] | |||||||
Shares issued upon exercise of warrants, shares | 60,000 | 486 | |||||
Warrants renaimed | 152,745 | 10,089 | |||||
Converted shares | 69,063 | 1,188 | |||||
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 by 9,100 to reflect the terms of the warrant agreements | ||||||
Common stock price | $ 0.004 | $ 2.50 | |||||
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 | 3,000 | ||||||
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 | ||||||
Maximum [Member] | Warrants [Member] | |||||||
Common stock price | $ 1.45 | $ 760 | |||||
Minimum [Member] | Warrants [Member] | |||||||
Common stock price | 2.50 | 295 | |||||
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 | granted a total of 60,000 warrants to three of our board members at an exercise price of $2.00 | ||||||
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 | 7 | 7 |
Outstanding, ending period | 7 | 7 |
Warrants, Vested | 5 | |
Weighted Average Exercise Price, Outstanding beginning | $ 13,125 | $ 13,125 |
Weighted Average Exercise Price, Outstanding ending | 13,125 | $ 13,125 |
Weighted Average Exercise Price, Vested | $ 13,125 | |
Weighted Average Life Remaining, Outstanding beginning | 7 years 7 months 24 days | |
Weighted Average Life Remaining, Outstanding ending | 5 years 7 months 20 days | 6 years 7 months 24 days |
Weighted Average Life Remaining, Vested | 5 years 7 months 20 days |
STOCKBASED COMPENSATION (Deta_2
STOCKBASED COMPENSATION (Details 1) - Warrants [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 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 | 0.81% | 0.29% | 2.23% |
Common stock price | $ 17 | $ 9.50 | |
Expected volatility | 98.81% | 106.51% | 92.64% |
Expected life (years) | 10 years | ||
Minimum [Member] | |||
Risk-free interest rate | 0.23% | 0.11% | |
Common stock price | $ 11.5000 | $ 1.45 | |
Expected volatility | 92.93% | 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 | 500 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 87.50 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The options vest at a rate of 100 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 | 27 | |||
Minimum [Member] | April To September, 2020 [Member] | ||||
Exercise price | $ 1.45 | |||
Warrants granted | 23,262 | |||
Warrant descriptions | granted a total of 60,000 warrants to three of our board members at an exercise price of $2.00 | |||
Maximum [Member] | ||||
Exercise price | $ 3.50 |
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) |
Net provision for income taxes | $ 0 | $ 0 |
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 | 80,825 |
Valuation allowance | (1,748,345) | (1,427,903) |
Net deferred tax asset | $ 0 | $ 0 |
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 ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Federal and state net operating carry forward loss | $ 6.5 | ||
Deferred income tax provision percent | 21.00% | 21.00% | |
Patents [Member] | |||
Expiration period of finite-lived intangible assets | 2026 | 2036 | |
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 ($) | Nov. 10, 2021 | Dec. 09, 2020 | Mar. 11, 2020 | Apr. 11, 2018 | Jan. 08, 2021 | Feb. 29, 2020 | Feb. 28, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Nov. 30, 2021 | Sep. 30, 2021 | Feb. 12, 2021 | Dec. 31, 2019 |
Common stock, shares outstanding | 1,537,073 | 2,458,242 | 44,978 | |||||||||||
Common stock, shares authorized | 12,000,000,000 | 6,000,000,000 | 1,200,000,000 | |||||||||||
Common Stock shares issued | 1,537,081 | 2,458,250 | 44,986 | |||||||||||
Preferred stock shares outstanding | 0 | 0 | ||||||||||||
Debt conversion, converrted instrument, shares issued | 699,863,854 | 14,000,000,000 | ||||||||||||
Convertible Note [Member] | ||||||||||||||
Debt conversion, converrted instrument, shares issued | 623,404 | |||||||||||||
Debt conversion, converrted instrument, amount | $ 947,575 | |||||||||||||
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 | 3,000 | |||||||||||||
Aggregate purchase price | $ 144,500 | |||||||||||||
Principal amount | $ 157,150,000 | |||||||||||||
Debt instrument descriptions | 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 | $ 25 | |||||||||||||
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 | |||||||||||||
Creative Medical Health [Member] | ||||||||||||||
Payments of related party | $ 50,000 | |||||||||||||
Discount rate | 30.00% | |||||||||||||
Common stock price per share | $ 0.0016 | |||||||||||||
Debt conversion, converrted instrument, shares issued | 19,711 | |||||||||||||
Institutional Investor [Member] | Series B Preferred Stock [Member] | ||||||||||||||
Aggregate purchase price | $ 350,000 | |||||||||||||
Preferred stock shares designated | 350,000 | |||||||||||||
Contractor [Member] | Warrant One | ||||||||||||||
Debt conversion, converrted instrument, shares issued | 20,111 | |||||||||||||
Common stock issued for cashless warrant exercise, shares | 23,167 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Common stock, shares outstanding | 2,452,348 | |||||||||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||||||||||||
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. | |||||||||||||
Description of reverse stock split | 1-for-500 reverse split of the both the Company’s authorized and outstanding shares of Common Stock |