Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 12, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC. | |
Entity Central Index Key | 0001187953 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Entity Common Stock Shares Outstanding | 14,076,238 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-53500 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 87-0622284 | |
Entity Interactive Data Current | Yes | |
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 | 480 | |
Local Phone Number | 399-2822 | |
Security 12b Title | Common Stock, par value $0.001 per share | |
Trading Symbol | CELZ | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash | $ 9,516,203 | $ 8,320,519 |
Certificates of deposit | 5,041,291 | 10,078,617 |
Inventory | 10,194 | 10,194 |
Prepaids and other current assets | 245,906 | 338,120 |
Total Current Assets | 14,813,594 | 18,747,450 |
OTHER ASSETS | ||
Other assets | 3,281 | 3,281 |
Licenses, net of amortization | 412,574 | 435,595 |
TOTAL ASSETS | 15,229,449 | 19,186,326 |
CURRENT LIABILITIES | ||
Accounts payable | 353,422 | 3,267,538 |
Accrued expenses | 39,920 | 39,920 |
Advances from related party | 14,194 | 14,194 |
Total Current Liabilities | 407,536 | 3,321,652 |
TOTAL LIABILITIES | 407,536 | 3,321,652 |
STOCKHOLDERS' EQUITY | ||
Common stock, $0.001 par value, 50,000,000,000 shares authorized; 14,076,246 and 14,076,246 issued and 14,076,238 and 14,076,238 outstanding at March 31, 2023 and December 31, 2022, respectively | 14,077 | 14,077 |
Additional paid-in capital | 69,671,617 | 69,662,455 |
Accumulated deficit | (54,863,781) | (53,811,858) |
TOTAL STOCKHOLDERS' EQUITY | 14,821,913 | 15,864,674 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 15,229,449 | $ 19,186,326 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Common Stock, Shares Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 50,000,000,000 | 50,000,000,000 |
Common Stock, Shares Issued | 14,076,246 | 14,076,246 |
Common Stock, Shares Outstanding | 14,076,238 | 14,076,238 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenues | $ 0 | $ 15,000 |
Cost of revenues | 0 | 6,791 |
Gross profit | 0 | 8,209 |
OPERATING EXPENSES | ||
Research and development | 319,029 | 10,000 |
Selling, general and administrative | 771,020 | 1,130,057 |
Amortization of patent costs | 23,021 | 23,021 |
TOTAL EXPENSES | 1,113,070 | 1,163,078 |
Operating loss | (1,113,070) | (1,154,869) |
OTHER INCOME/(EXPENSE) | ||
Interest expense | (50) | 0 |
Interest income | 61,197 | 0 |
Total other income/(expense) | 61,147 | 0 |
LOSS BEFORE PROVISION FOR INCOME TAXES | (1,051,923) | (1,154,869) |
Provision for income taxes | 0 | 0 |
NET LOSS | $ (1,051,923) | $ (1,154,869) |
NET LOSS PER SHARE - BASIC AND DILUTED | $ (0.07) | $ (0.18) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED | 14,076,238 | 6,454,015 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,051,923) | $ (1,154,869) |
net cash used in operating activities: | ||
Stock-based compensation | 9,162 | 41,360 |
Amortization | 23,021 | 23,021 |
Changes in assets and liabilities: | ||
Accounts receivable | 0 | 2,485 |
Inventory | 0 | (3,284) |
Prepaids and other current assets | 92,214 | (64,960) |
Accounts payable | (2,914,116) | (426,181) |
Accrued expenses | 0 | 5,535 |
Net cash used in operating activities | (3,841,642) | (1,576,893) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Redemptions of certificates of deposit | 5,037,326 | 0 |
Net cash used in investing activities | 5,037,326 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net cash provided by financing activities | 0 | 0 |
NET INCREASE (DECREASE) IN CASH | 1,195,684 | (1,576,893) |
BEGINNING CASH BALANCE | 8,320,519 | 10,723,870 |
ENDING CASH BALANCE | 9,516,203 | 9,146,977 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash payments for interest | 50 | 9,186 |
Cash payments for income taxes | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Conversion of management fees and patent liability into common stock | $ 0 | $ 250,000 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Series A, Preferred Stock | Series B, Preferred Stock | Series C, Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2021 | 6,338,864 | ||||||
Balance, amount at Dec. 31, 2021 | $ 10,217,740 | $ 0 | $ 0 | $ 0 | $ 6,339 | $ 53,879,215 | $ (43,667,814) |
Common stock issued for related party patent liabilities, shares | 181,818 | ||||||
Common stock issued for related party patent liabilities, amount | 250,000 | 0 | 0 | 0 | $ 182 | 249,818 | 0 |
Stock-based compensation | 41,360 | 0 | 0 | 0 | 0 | 41,360 | 0 |
Net loss | (1,154,869) | 0 | 0 | 0 | $ 0 | 0 | (1,154,869) |
Balance, shares at Mar. 31, 2022 | 6,520,682 | ||||||
Balance, amount at Mar. 31, 2022 | 9,354,231 | 0 | 0 | 0 | $ 6,521 | 54,170,393 | (44,822,683) |
Balance, shares at Dec. 31, 2022 | 14,076,238 | ||||||
Balance, amount at Dec. 31, 2022 | 15,864,674 | 0 | 0 | 0 | $ 14,077 | 69,662,455 | (53,811,858) |
Stock-based compensation | 9,162 | 0 | 0 | 0 | 0 | 9,162 | 0 |
Net loss | (1,051,923) | 0 | 0 | 0 | $ 0 | 0 | (1,051,923) |
Balance, shares at Mar. 31, 2023 | 14,076,238 | ||||||
Balance, amount at Mar. 31, 2023 | $ 14,821,913 | $ 0 | $ 0 | $ 0 | $ 14,077 | $ 69,671,617 | $ (54,863,781) |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Organization And Summary Of Significant Accounting Policies | 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 “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 AlloCelz LLC subsidiaries. However, neither ImmCelz Inc., StemSpine Inc. nor AlloCelz LLC have commenced commercial activities. The Company currently conducts substantially all of its commercial operations through CMT, which markets and sells the Company’s CaverStem ® ® In 2020, through the Company’s ImmCelz Inc. subsidiary, the Company began developing 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. The Company believes this process endows the immune cells with regenerative properties that may be suitable for the treatment of multiple 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 U.S. GAAP 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 a minimal level of inventory and requires nearly all of its 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 the 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. On July 8, 2022, the Company received a letter from The Nasdaq Stock Market LLC advising us that we were not in compliance with Nasdaq Listing Rule 5550(a)(2) because the closing bid price of our common stock was below $1.00 per share for 30 consecutive business days. Pursuant to Nasdaq’s Listing Rules, the Company had a 180-day grace period, until January 4, 2023, during which the Company could have regained compliance if the bid price of our common stock closed at $1.00 per share or more for a minimum of ten consecutive business days. Subsequent to January 4, 2023, the Company has been granted an additional 180-day grace period The Company intends to actively monitor the bid price for our common stock between now and July 3, 2023, and will consider available options to regain compliance with Nasdaq’s minimum bid price requirements. However, there can be no assurance that the Company will be able to regain compliance with Nasdaq’s Listing Rules and maintain our Nasdaq listing. The delisting of our shares of common stock from Nasdaq may have a material negative impact on the liquidity of our securities, as well as a material negative impact on our ability to raise capital in the future. Regarding the war between Russia and Ukraine, we have no direct exposure to those geographies. We cannot predict how global supply chain activities, or the economy at large may be impacted by a prolonged war in Ukraine or sanctions imposed in response to the war, or whether future conflicts, if any, may adversely affect our results 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 March 31, 2023, the Company had $40,000 in deferred revenue. There was no deferred revenue as of March 31, 2022. Concentration Risks 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 March 31, 2023, and 2022, the Company had no outstanding derivative liabilities. Basic and Diluted Income (Loss) Per Share Cash Equivalents Inventories Recent Accounting Pronouncements |
LICENSING AGREEMENTS
LICENSING AGREEMENTS | 3 Months Ended |
Mar. 31, 2023 | |
LICENSING AGREEMENTS | |
Licensing Agreements | NOTE 2 – LICENSING AGREEMENTS ED Patent Multipotent Amniotic Fetal Stem Cells License Agreement The Company estimates that the patent expires in February 2026 and has elected to amortize the patent through the period of expiration on a straight-line basis. Amortization expense of $293 was recorded for the three-months ended March 31, 2023, and 2022. As of March 31, 2023, the carrying value of the patent was $2,912. The Company expects to amortize approximately $1,172 annually through 2025 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 $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 Company paid CMH the $100,000 obligation of the initial payment due under this agreement, by a $50,000 cash payment and the issuance of 6,667 shares of common stock on December 12, 2020. On December 31, 2020, following the Company’s announcement with respect to the clinical commercialization of the StemSpine technology, the Company paid CMH $50,000 of the $300,000 obligation due under this agreement through the issuance of 133 shares of common stock. On September 30, 2021, the Company paid CMH an additional $40,000 of the $300,000 obligation due under this agreement through the issuance of 84,656 shares of common stock, and in January 2021 the Company paid CMH an additional $50,000 of the $300,000 obligation due under this agreement through the issuance of 89,286 shares of common stock. The remaining portion of the $300,000 obligation was paid in cash in 2020. 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 $2,500 was recorded for the three-months ended March 31, 2023, and 2022. As of March 31, 2023, the carrying value of the initial patent license was $42,500. The Company expects to amortize approximately $10,000 annually through 2027 related to the patent costs. The Company has elected to amortize the additional $300,000 associated with the patent over a ten-year period on a straight-line basis. Amortization expense of $11,485 was recorded for the three-months ended March 31, 2023, and 2022. As of March 31, 2023, the carrying value of the patent was $144,889. The Company expects to amortize approximately $46,000 annually through 2026 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 $0.0037, which is based on the date of this agreement · Within thirty (30) days of the end of each calendar quarter during the term of this Agreement, Licensee will pay Licensor five percent (5%) of the Net Income of ImmCelz™. 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. To date, the Company has not made any payments to Jadi Cell under this agreement, other than the $250,000 initial license fee, which was paid by the issuance of 180,180 shares of common stock to Jadi Cell in February 2022. The Company has elected to amortize the patent over a ten-year period on a straight-line basis. Amortization expenses of $6,250 were recorded for the three-months ended March 31, 2023, and 2022. As of March 31, 2023, the carrying value of the patent was $193,750. The Company expects to amortize approximately $25,000 annually through 2030 related to the patent costs. The following is a rollforward of the Company’s licensing agreements for the three months-ended March 31, 2023. Assets Accumulated Amortization Balances at December 31, 2022 $ 760,000 $ (324,405 ) Addition of new assets - Amortization - (23,021 ) Balances at March 31, 2023 $ 760,000 $ (347,426 ) |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
RELATED PARTY TRANSACTIONS | |
Related Party Transactions | NOTE 3 – RELATED PARTY TRANSACTIONS Jadi Cell License Agreement On December 28, 2020, the Company entered into a patent license agreement with Jadi Cell, LLC, a company owned and controlled by Dr. Amit Patel, a former director of the Company. The agreement provides Company with an exclusive, worldwide license to U.S. Patent No. 9,803,176 “Methods and compositions for the clinical derivation of an allogenic cell and therapeutic uses” and the proprietary process of expanding the master cell bank of Jadi Cell LLC, in the field of enhancing autologous cells. The agreement is described in detail in Note 2 above. To date, the Company has not made any payments to Jadi Cell under this agreement, other than the $250,000 initial license fee, which was paid by the issuance of 180,180 shares of common stock to Jadi Cell in February 2022. StemSpine Patent Purchase The Company acquired U.S. Patent No. 9,598,673 covering the use of various stem cells for the treatment of lower back pain from its affiliate CMH pursuant to a Patent Purchase Agreement dated May 17, 2017, which was amended in November 2017. The inventors of the patent were Thomas Ichim, PhD and Amit Patel, MD, former directors of the Company, and Annette Marleau, PhD. The Patent Purchase Agreement is described in detail in Note 2 above. Pursuant to the Patent Purchase Agreement, the Company paid CMH the $100,000 obligation of the initial payment due under this agreement, by a $50,000 cash payment and the issuance of 6,667 shares of common stock on December 12, 2020. On December 31, 2020, following the Company’s announcement with respect to the clinical commercialization of the StemSpine technology, the Company paid CMH $50,000 of the $300,000 obligation due under this agreement through the issuance of 133 shares of common stock. On September 30, 2021 the Company paid CMH an additional $40,000 of the $300,000 obligation due under this agreement through the issuance of 84,656 shares of common stock, and in January 2021 the Company paid CMH an additional $50,000 of the $300,000 obligation due under this agreement through the issuance of 89,286 shares of common stock. The remaining portion of the $300,000 obligation has been paid in cash. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2023 | |
DEBT | |
Debt | NOTE 4 – DEBT During the three-months ended March 31, 2023 and 2022 there were no debt issuances. As of March 31, 2023, and 2022, the Company had no outstanding loans. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 3 Months Ended |
Mar. 31, 2023 | |
DERIVATIVE LIABILITIES | |
Derivative Liabilities | NOTE 5 – DERIVATIVE LIABILITIES As-of March 31, 2023 and 2022, the Company had no outstanding derivative liabilities and there was no derivative activity during the three-months ended March 31, 2023 and 2022. |
STOCKBASED COMPENSATION
STOCKBASED COMPENSATION | 3 Months Ended |
Mar. 31, 2023 | |
STOCKBASED COMPENSATION | |
Stock-based Compensation | NOTE 6 – STOCK-BASED COMPENSATION On September 6, 2021, the Company’s Board of Directors, and holders of a majority of the voting power of the Company’s stockholders approved the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and reserved 600,000 shares of common stock for the issuance of awards thereunder. The 2021 Plan provides for the granting to our employees, officers, directors, consultants, and advisors of performance awards payable in shares of common stock, stock options (non-statutory and incentive), restricted stock awards, stock appreciation rights (“SARs”), restricted share units (“RSUs”) and other stock-based awards. The purpose of the 2021 Plan is to secure for the Company and its stockholders the benefits arising from capital stock ownership by eligible participants who are expected to contribute to the Company’s future growth and success. During the three-months ended March 31, 2022, Messrs. Warbington and Dickerson received 10-year options to purchase an aggregate of 111,187 shares of common stock with an exercise price of $1.69. The options vested immediately as to 25% of the shares subject to the option, and will vest in three equal installments of 25% of the shares subject to the option on each of the next three annual anniversary dates of the grant date. As of March 31, 2023, future estimated stock-based compensation expected to be recorded was estimated to be $95,002. The value of the options was determined to be $145,525 based upon the Black-Scholes method, see variables used below. Inputs Used Annual dividend yield $ - Expected life (years) 10.0 Risk-free interest rate 0.81 % Expected volatility 92.95 % Common stock price $ 1.69 During the three-months ended March 31, 2023 and 2022, 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 three-months ended March 31, 2023, and 111,817 options issued during the three-months ended March 31, 2022. Option activity for the three-months ended March 31, 2023, consists of the following: Stock Options Weighted Average Exercise Price Weighted Average Life Remaining Outstanding, December 31, 2022 111,824 $ 2.14 9.11 Issued - - - Exercised - - - Expired - - - Outstanding, March 31, 2023 111,824 $ 2.14 8.86 Vested, March 31, 2023 55,909 $ 2.14 8.86 See Note 2 for discussion related to the issuance of common stock in connection with licensing agreements. See Note 7 for warrant rollforward. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
STOCKHOLDERS EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 7 – STOCKHOLDERS’ EQUITY May 2022 Private Offering On May 3, 2022, the Company completed the sale of (i) 2,991,669 shares of common stock, and pre-funded warrants to purchase 4,563,887 shares of common stock (the “Pre-Funded Warrants”), and (ii) accompanying warrants to purchase 15,111,112 shares of common stock (the “Common Warrants”), at a combined offering price of $2.25 per share of common stock/Pre-Funded Warrant and related Common Warrant, to a group of institutional investors (the “Purchasers”), pursuant to a Securities Purchase Agreement between the Company and the Purchasers dated as of April 28, 2022 (the “Purchase Agreement”), resulting in gross proceeds to the Company of approximately $17,000,000. The transaction was effected pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) promulgated thereunder. The Common Warrants have a five-year term, and an exercise price of $2.00 per share. The Pre-Funded Warrants did not have an expiration date and had an exercise price of $0.0001 per share. As of March 31, 2023, all of the Pre-Funded Warrants had been exercised. The Pre-Funded Warrants were classified as a component of permanent equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable, did not embody an obligation for the Company to repurchase its shares, and permitted the holders to receive a fixed number of shares of common stock upon exercise. In addition, the Pre-Funded Warrants did not provide any guarantee of value or return. Roth Capital Partners (“Roth”) acted as sole placement agent for the offering. The Company paid Roth a placement agent fee in the amount of $1,360,000 and issued Roth a warrant to purchase 1,133,333 shares of Common Stock with the same terms as the Common Warrants issued to the Purchasers. Warrants In connection with our May 2022 private offering, we issued pre-funded warrants to purchase 4,563,887 shares of common stock and accompanying warrants to purchase 16,244,445 shares of common stock at a price of $2.00 per share. Assumptions used in calculating the fair value of the warrants issued in 2022 were as follows: Range of Inputs Used Annual dividend yield $ - Expected life (years) 5.0 Risk-free interest rate 0.81 % Expected volatility 92.95 % Common stock price $ 1.83 As of March 31, 2023, and 2022, warrants to purchase 22,849,266 and 6,604,820 shares of common stock were outstanding respectively. Warrant activity for the three-months ended March 31, 2023 consists of the following: Warrants Weighted Average Exercise Price Weighted Average Life Remaining Outstanding, December 31, 2022 22,849,266 $ 2.66 4.22 Issuances - - - Exercises - - - Outstanding, March 31, 2023 22,849,266 $ 2.66 3.97 |
SIGNIFICANT RESEARCH AND DEVELO
SIGNIFICANT RESEARCH AND DEVELOPMENT PURCHASE | 3 Months Ended |
Mar. 31, 2023 | |
SIGNIFICANT RESEARCH AND DEVELOPMENT PURCHASE | |
SIGNIFICANT RESEARCH AND DEVELOPMENT PURCHASE | NOTE 8 – SIGNIFICANT RESEARCH AND DEVELOPMENT PURCHASE On December 15, 2022, the Company purchased a set of components referred to as “research tools” for $5,000,000 from Narkeshyo LLC, an entity a former director and current consultant of the Company is affiliated with, pursuant to the terms of an Asset Purchase Agreement between the Company and Narkeshyo. Some of the acquired research tools were originally developed by the former director and current consultant. Under the terms of the agreement, the Company made an initial payment to Narkeshyo in the amount of $2,000,000 upon execution of the agreement, with the remaining amounts to be paid at various times through March 15, 2023, which were made as scheduled. Upon execution of the agreement, the Company recorded $5,000,000 as research and development expenses. The vision and pipeline of the Company is based on robust and thorough development of its biological platforms, therapies and products. This acquisition of the research tools aligned with the Company’s priority of advancing and augmenting its suite of cGMP (Current Good Manufacturing Practices) cellular therapy products. The Company believes that the acquired research tools will allow it to protect its intellectual property while complying with regulatory requirements, and accelerate product development. The information contained in the research tools will not only be used to support and fast-track the Company’s regulatory filings (such as IND, NDA, ANDA and export applications), but also, provide clinical and regulatory support to potential partners and collaborators without having to divulge trade secrets and know-how. A third-party analysis of this acquisition concluded it would accelerate development time by 3-5 years and result in a substantial reduction in the Company’s research and development expenses over the long term. The purchased tools included (but were not limited to): · Toxicology · Screening · Preclinical Testing · Assays · Authorization · Tools of Biological Transaction · Tools of Intellectual Property |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
SUBSEQUENT EVENTS | |
Subsequent Events | NOTE 9 – SUBSEQUENT EVENTS There were no material subsequent events during this period. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Organization | 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 “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 AlloCelz LLC subsidiaries. However, neither ImmCelz Inc., StemSpine Inc. nor AlloCelz LLC have commenced commercial activities. The Company currently conducts substantially all of its commercial operations through CMT, which markets and sells the Company’s CaverStem ® ® In 2020, through the Company’s ImmCelz Inc. subsidiary, the Company began developing 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. The Company believes this process endows the immune cells with regenerative properties that may be suitable for the treatment of multiple 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 | Use of Estimates – |
Basis Of Presentation | Basis of Presentation U.S. GAAP |
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 a minimal level of inventory and requires nearly all of its 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 the 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. On July 8, 2022, the Company received a letter from The Nasdaq Stock Market LLC advising us that we were not in compliance with Nasdaq Listing Rule 5550(a)(2) because the closing bid price of our common stock was below $1.00 per share for 30 consecutive business days. Pursuant to Nasdaq’s Listing Rules, the Company had a 180-day grace period, until January 4, 2023, during which the Company could have regained compliance if the bid price of our common stock closed at $1.00 per share or more for a minimum of ten consecutive business days. Subsequent to January 4, 2023, the Company has been granted an additional 180-day grace period The Company intends to actively monitor the bid price for our common stock between now and July 3, 2023, and will consider available options to regain compliance with Nasdaq’s minimum bid price requirements. However, there can be no assurance that the Company will be able to regain compliance with Nasdaq’s Listing Rules and maintain our Nasdaq listing. The delisting of our shares of common stock from Nasdaq may have a material negative impact on the liquidity of our securities, as well as a material negative impact on our ability to raise capital in the future. Regarding the war between Russia and Ukraine, we have no direct exposure to those geographies. We cannot predict how global supply chain activities, or the economy at large may be impacted by a prolonged war in Ukraine or sanctions imposed in response to the war, or whether future conflicts, if any, may adversely affect our results of operations. |
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 March 31, 2023, the Company had $40,000 in deferred revenue. There was no deferred revenue as of March 31, 2022. |
Concentration Risks | Concentration Risks |
Fair Value Of Financial Instruments | 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 March 31, 2023, and 2022, the Company had no outstanding derivative liabilities. |
Basic and Diluted Loss Per Share | Basic and Diluted Income (Loss) Per Share |
Cash Equivalents | Cash Equivalents |
Inventories | Inventories |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
LICENSING AGREEMENTS (Tables)
LICENSING AGREEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
LICENSING AGREEMENTS | |
Schedule Of Licensing Agreements | Assets Accumulated Amortization Balances at December 31, 2022 $ 760,000 $ (324,405 ) Addition of new assets - Amortization - (23,021 ) Balances at March 31, 2023 $ 760,000 $ (347,426 ) |
STOCKBASED COMPENSATION (Tables
STOCKBASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
STOCKBASED COMPENSATION | |
Schedule Of Warrants | Inputs Used Annual dividend yield $ - Expected life (years) 10.0 Risk-free interest rate 0.81 % Expected volatility 92.95 % Common stock price $ 1.69 |
Schedule Of Stock Option Activity | Stock Options Weighted Average Exercise Price Weighted Average Life Remaining Outstanding, December 31, 2022 111,824 $ 2.14 9.11 Issued - - - Exercised - - - Expired - - - Outstanding, March 31, 2023 111,824 $ 2.14 8.86 Vested, March 31, 2023 55,909 $ 2.14 8.86 |
STOCKHOLDERS EQUITY (Tables)
STOCKHOLDERS EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
STOCKHOLDERS EQUITY | |
Schedule of stockholders deficit | Range of Inputs Used Annual dividend yield $ - Expected life (years) 5.0 Risk-free interest rate 0.81 % Expected volatility 92.95 % Common stock price $ 1.83 |
Schedule of warrant activity | Warrants Weighted Average Exercise Price Weighted Average Life Remaining Outstanding, December 31, 2022 22,849,266 $ 2.66 4.22 Issuances - - - Exercises - - - Outstanding, March 31, 2023 22,849,266 $ 2.66 3.97 |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
FDIC insured amount | $ 250,000 | |
Deferred revenue | $ 40,000 | $ 0 |
Options [Member] | ||
Anti-dilutive Securities Excluded From Computation Of Earning Per Share | 111,824 | 111,824 |
Warrants [Member] | ||
Anti-dilutive Securities Excluded From Computation Of Earning Per Share | 22,849,266 | 6,604,820 |
LICENSING AGREEMENTS (Details)
LICENSING AGREEMENTS (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Assets | |
Beginning Balance | $ 760,000 |
Amortization | 0 |
Ending balance | 760,000 |
Accumulated Amortization | |
Accumulated Amortization, Beginning Balance | (324,405) |
Addition of new assets | 0 |
Amortization | (23,021) |
Accumulated Amortization, Ending Balance | $ (347,426) |
LICENSING AGREEMENTS (Details N
LICENSING AGREEMENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||
Dec. 12, 2020 | Feb. 28, 2022 | Dec. 28, 2020 | May 17, 2017 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Feb. 02, 2016 | |
License fees | $ 250,000 | |||||||||
No of share Exchange | 431,111 | |||||||||
Restricted common stock | $ 100,000 | |||||||||
obligation of the initial payment | $ 300,000 | $ 300,000 | $ 300,000 | $ 300,000 | ||||||
common stock Issue | $ 6,667 | 84,656 | 89,286 | 133 | ||||||
Company paid CMH | 50,000 | $ 40,000 | $ 50,000 | $ 50,000 | ||||||
License agreement description | (the “Upfront Royalty”), which can also be paid in CELZ stock at a discount of 25% of the closing price of $0.0037, which is based on the date of this agreement | |||||||||
Amortization expenses | 23,021 | $ 23,021 | ||||||||
Number of share issuance of common stock to Jadi Cell | 180,180 | |||||||||
Carrying value of patent | 28,521 | |||||||||
Expected amount of amortization | 9,972 | |||||||||
Payments upon completion of the IRB clinical trial | $ 200,000 | |||||||||
Payments in the event of commercialization of technology | 300,000 | |||||||||
Option [Member] | ||||||||||
Initial payment | $ 100,000 | 100,000 | ||||||||
Payments upon signing agreement with university for the initiation of an IRB clinical trial | 100,000 | |||||||||
Payments upon filing an IND with the FDA | 100,000 | |||||||||
Payments upon dosing of the first patient in a Phase 1-2 clinical trial | 200,000 | |||||||||
Payments upon dosing of the first patient in Phase 3 clinical trial | $ 400,000 | |||||||||
Percentage of discount on the basis of recent trading price | 30% | |||||||||
Share price for two or more consecutive trading days | 0.01 | |||||||||
Option Warrant [Member] | ||||||||||
Royalty payment percentage | 5% | |||||||||
Non-royalty sublease income percentage | 50% | |||||||||
License Agreement | ||||||||||
Amortization expenses | 293 | 293 | ||||||||
Carrying value of patent | $ 2,912 | |||||||||
Expiration period of finite-lived intangible assets | 2026 | |||||||||
Expected amount of amortization | $ 1,172 | |||||||||
CMH [Member] | ||||||||||
License fees | 250,000 | |||||||||
Amortization expenses | 11,485 | 11,485 | ||||||||
Carrying value of patent | $ 144,889 | |||||||||
Expiration period of finite-lived intangible assets | 2026 | |||||||||
Expected annual amortization amount | $ 46,000 | |||||||||
StemSpine LLC [Member] | ||||||||||
Amortization expenses | 2,500 | 2,500 | ||||||||
Carrying value of patent | $ 42,500 | |||||||||
Expiration period of finite-lived intangible assets | May 19, 2027 | |||||||||
Expected amount of amortization | $ 10,000 | |||||||||
Jadi Cell [Member] | ||||||||||
Amortization expenses | 6,250 | $ 6,250 | ||||||||
Carrying value of patent | 193,750 | |||||||||
Expected amount of amortization | $ 25,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | |||||||
Dec. 28, 2020 | May 17, 2017 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Dec. 12, 2020 | |
Company Paid Cmh | $ 50,000 | $ 40,000 | $ 50,000 | $ 50,000 | ||||
Obligation Of The Initial Payment | $ 300,000 | 300,000 | 300,000 | 300,000 | ||||
Common Stock Issued | 14,076,246 | 14,076,246 | ||||||
StemSpine Patent Purchase [Member] | ||||||||
Company Paid Cmh | $ 50,000 | 40,000 | 50,000 | 50,000 | ||||
Obligation Of The Initial Payment | $ 300,000 | $ 300,000 | $ 300,000 | |||||
Common Stock Issued | 84,656 | 89,286 | 133 | 6,667 | ||||
Long-term Purchase Commitment, Amount | $ 100,000 | |||||||
Remaining portion of obligation paid in cash | $ 300,000 | |||||||
Jadi Cell License Agreement [Member] | ||||||||
License Fee | $ 250,000 | |||||||
Agreement Description | the Company entered into a patent license agreement with Jadi Cell, LLC, a company owned and controlled by Dr. Amit Patel, a former director of the Company | |||||||
Common Stock Issued | 180,180 |
STOCKBASED COMPENSATION (Detail
STOCKBASED COMPENSATION (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares | |
Annual dividend yield | 0% |
Expected life (years) | 5 years |
Common stock price | $ 1.83 |
Option Warrant [Member] | |
Annual dividend yield | 0% |
Expected volatility | 92.95% |
Risk-free interest rate | 0.81% |
Expected life (years) | 10 years |
Common stock price | $ 1.69 |
STOCKBASED COMPENSATION (Deta_2
STOCKBASED COMPENSATION (Details 1) - Option [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Stock option, Outstanding at the begining | 111,824 |
Stock option, Issued | 0 |
Stock option, Outstanding at the end | 111,824 |
Stock option, Vested | 55,909 |
Weighted Average Exercise Price, Outstanding beginning | $ / shares | $ 2.14 |
Weighted Average Exercise Price, Outstanding ending | $ / shares | 2.14 |
Weighted Average Exercise Price, Vested | $ / shares | $ 2.14 |
Weighted Average Life Remaining, Outstanding beginning | 9 years 1 month 9 days |
Weighted Average Life Remaining, Outstanding ending | 8 years 10 months 9 days |
Weighted Average Life Remaining, Vested | 8 years 10 months 9 days |
STOCKBASED COMPENSATION (Deta_3
STOCKBASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Sep. 06, 2021 | |
Common stock price | $ 1.83 | ||
Employee Stock Options [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 | 111,187 | ||
Common stock price | $ 1.69 | ||
Stock option, Issued | 0 | 111,817 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The options vested immediately as to 25% of the shares subject to the option, and will vest in three equal installments of 25% of the shares subject to the option on each of the next three annual anniversary dates of the grant date | ||
Future estimated stock-based compensation | $ 95,002 | ||
Employee Stock Options [Member] | Black Scholes Method [Member] | |||
Options vested, value | $ 145,525 | ||
Board of Directors [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 600,000 |
STOCKHOLDERS EQUITY (Details)
STOCKHOLDERS EQUITY (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares | |
STOCKHOLDERS EQUITY | |
Annual dividend yield | 0% |
Expected life (years) | 5 years |
Risk-free interest rate | 0.81% |
Expected volatility | 92.95% |
Common stock price | $ 1.83 |
STOCKHOLDERS EQUITY (Details 1)
STOCKHOLDERS EQUITY (Details 1) - Warrants [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Warrants, Outstanding Beginning Balance | 22,849,266 |
Warrants, Issuances | 0 |
Warrants, Exercises | 0 |
Warrants, Outstanding Ending Balance | 22,849,266 |
Weighted Average Exercise Price, Outstanding beginning | $ / shares | $ 2.66 |
Weighted Average Exercise Price, Outstanding ending | $ / shares | $ 2.66 |
Weighted Average Life Remaining, Outstanding Beginning | 4 years 2 months 19 days |
Weighted Average Life Remaining, Outstanding Ending | 3 years 11 months 19 days |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
May 03, 2022 | May 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Amendment description | pursuant to a Securities Purchase Agreement between the Company and the Purchasers dated as of April 28, 2022 (the “Purchase Agreement”), resulting in gross proceeds to the Company of approximately $17,000,000. The transaction was effected pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) promulgated thereunder | |||
Sale of shares of common stock | 2,991,669 | |||
Pre-Funded Warrants Exercise price | $ 0.0001 | |||
Purchase of warrants shares | 4,563,887 | |||
Purchase of Pre-Funded Warrant and related Common Warrant | 15,111,112 | |||
Common warrants exercise price | $ 2 | |||
Combined offering price of Pre-Funded Warrant and related Common Warrant | $ 2.25 | |||
Roth Capital Partners [Member] | ||||
Paid placement agent fee | $ 1,360,000 | |||
Issued warrant to purchase shares of common stock | 1,133,333 | |||
Private Offering [Member] | ||||
Warrants to purchase shares of common stock | 4,563,887 | |||
Warrants [Member] | ||||
Warrants to purchase shares of common stock | 16,244,445 | |||
Warrant exercise price | $ 2 | |||
Class of Warrant or Right, Outstanding | 22,849,266 | 6,604,820 |
SIGNIFICANT RESEARCH AND DEVE_2
SIGNIFICANT RESEARCH AND DEVELOPMENT PURCHASES (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 15, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
SIGNIFICANT RESEARCH AND DEVELOPMENT PURCHASES (Details Narrative) | |||
Research and development expenses | $ 5,000,000 | $ 319,029 | $ 10,000 |
Initial payment amount | $ 2,000,000 |