Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 17, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 000-54697 | ||
Entity Registrant Name | THE CORETEC GROUP INC. | ||
Entity Incorporation, State or Country Code | OK | ||
Entity Tax Identification Number | 73-1479206 | ||
Entity Address, Address Line One | 600 S. Wagner Rd | ||
Entity Address, City or Town | Ann Arbor | ||
Entity Address, State or Province | MI | ||
Entity Address, Postal Zip Code | 48103 | ||
City Area Code | 866 | ||
Local Phone Number | 916-0833 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,118,214 | ||
Entity Common Stock, Shares Outstanding (in shares) | 268,871,202 | ||
Auditor Firm ID | 483 | ||
Auditor Name | HOGANTAYLOR LLP | ||
Auditor Location | Tulsa, Oklahoma | ||
Entity Central Index Key | 0001375195 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 2,356,348 | $ 4,053,327 |
Prepaid expenses | 114,201 | 133,491 |
Total current assets | 2,470,549 | 4,186,818 |
Property and equipment, net | 73,462 | 0 |
Other assets: | ||
Intangibles, net | 906,975 | 989,604 |
Goodwill | 166,000 | 166,000 |
Deposits-other | 4,550 | 16,343 |
Total other assets | 1,077,525 | 1,171,947 |
Total Assets | 3,621,536 | 5,358,765 |
Current liabilities: | ||
Notes payable | 61,398 | 0 |
Accounts payable and accrued expenses | 316,992 | 307,096 |
Total current liabilities | 378,390 | 307,096 |
Long term debt, net | 1,414,826 | 1,187,518 |
Total Liabilities | 1,793,216 | 1,494,614 |
Stockholders' equity: | ||
Preferred stock, Series A convertible, $0.0002 par value, 500,000 shares authorized; 345,000 shares issued and outstanding at December 31, 2022 and 2021 | 69 | 69 |
Common stock $0.0002 par value, 1,500,000,000 shares authorized; 268,871,202 and 254,055,581 shares issued and outstanding at December 31, 2022 and 2021, respectively | 53,772 | 50,809 |
Additional paid-in capital | 18,119,792 | 17,295,262 |
Accumulated deficit | (16,345,313) | (13,481,989) |
Total Stockholders' Equity | 1,828,320 | 3,864,151 |
Total Liabilities and Stockholders' Equity | $ 3,621,536 | $ 5,358,765 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.0002 | $ 0.0002 |
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 |
Preferred stock, shares outstanding (in shares) | 345,000 | 345,000 |
Preferred stock, shares issued (in shares) | 345,000 | 345,000 |
Common stock, par value (in dollars per share) | $ 0.0002 | $ 0.0002 |
Common stock, shares authorized (in shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued (in shares) | 268,871,202 | 254,055,581 |
Common stock, shares outstanding (in shares) | 268,871,202 | 254,055,581 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income: | ||
Revenue | $ 0 | $ 0 |
Expenses: | ||
Research and development | 535,837 | 469,996 |
General and administrative | 2,132,996 | 5,615,038 |
Interest | 202,751 | 229,525 |
Total expenses | 2,871,584 | 6,314,559 |
Other income | 8,260 | 45,620 |
Net loss | $ (2,863,324) | $ (6,268,939) |
Loss per share: | ||
Basic and diluted (in dollars per share) | $ (0.011) | $ (0.026) |
Weighted average shares outstanding, basic and diluted (in shares) | 258,337,996 | 243,964,924 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2020 | 345,000 | 213,751,145 | |||
Balance at Dec. 31, 2020 | $ 69 | $ 42,750 | $ 8,033,313 | $ (7,339,175) | $ 736,957 |
Cumulative change in accounting for beneficial conversion feature | 0 | 0 | (988,900) | 126,125 | (862,775) |
Debt converted to common stock | $ 0 | $ 1,613 | 263,845 | 0 | 265,458 |
Debt converted to common stock (in shares) | 8,068,628 | ||||
Common stock issued for liabilities (in shares) | 0 | 2,343,495 | |||
Common stock issued for liabilities | $ 0 | $ 468 | 94,383 | 0 | 94,851 |
Common stock issued for services (in shares) | 0 | 3,392,313 | |||
Common stock issued for services | $ 0 | $ 678 | 322,545 | 0 | $ 323,223 |
Exchange of stock options for common stock (in shares) | 0 | 3,000,000 | 3,000,000 | ||
Exchange of stock options for common stock | $ 0 | $ 600 | (600) | 0 | $ 0 |
Private placement stock issuance (in shares) | 0 | 23,500,000 | |||
Private placement stock issuance | $ 0 | $ 4,700 | 4,908,500 | 0 | 4,913,200 |
Warrants issued | 0 | 0 | 62,785 | 0 | 62,785 |
Options issued for compensation and services | 0 | 0 | 4,599,391 | 0 | 4,599,391 |
Net loss for the period | $ 0 | $ 0 | 0 | (6,268,939) | (6,268,939) |
Balance (in shares) at Dec. 31, 2021 | 345,000 | 254,055,581 | |||
Balance at Dec. 31, 2021 | $ 69 | $ 50,809 | 17,295,262 | (13,481,989) | 3,864,151 |
Debt converted to common stock | 0 | ||||
Common stock issued for liabilities (in shares) | 0 | 3,615,621 | |||
Common stock issued for liabilities | $ 0 | $ 723 | 59,943 | 0 | $ 60,666 |
Exchange of stock options for common stock (in shares) | 0 | 900,000 | 900,000 | ||
Exchange of stock options for common stock | $ 0 | $ 180 | (180) | 0 | $ 0 |
Warrants issued | 0 | 0 | 4,102 | 0 | 4,102 |
Options issued for compensation and services | 0 | 0 | 761,695 | 761,695 | |
Net loss for the period | $ 0 | $ 0 | 0 | (2,863,324) | (2,863,324) |
Warrants exercised (in shares) | 0 | 10,300,000 | |||
Warrants exercised | $ 0 | $ 2,060 | (1,030) | 0 | 1,030 |
Balance (in shares) at Dec. 31, 2022 | 345,000 | 268,871,202 | |||
Balance at Dec. 31, 2022 | $ 69 | $ 53,772 | $ 18,119,792 | $ (16,345,313) | $ 1,828,320 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities | ||
Net loss | $ (2,863,324) | $ (6,268,939) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 6,803 | 0 |
Amortization - intangibles | 82,629 | 81,429 |
Amortization - debt discount | 61,660 | 95,661 |
Options issued for services | 761,695 | 4,599,391 |
Common stock issued for compensation and services | 0 | 323,223 |
Change in: | ||
Prepaid expenses | 19,289 | 46,472 |
Deposits | 11,793 | 2,603 |
Accounts payable and accrued expenses | 70,563 | 5,930 |
Net cash used in operating activities | (1,848,892) | (1,114,230) |
Cash Flows from Investing Activities | ||
Purchases of equipment | (80,265) | 0 |
Capitalized website costs | 0 | (12,007) |
Net cash used in investing activities | (80,265) | (12,007) |
Cash Flows from Financing Activities | ||
Payments on notes payable and long term debt | (40,046) | (90,505) |
Proceeds from debt and warrants issued | 271,194 | 334,650 |
Proceeds from exercised warrants | 1,030 | 0 |
Proceeds from private placement stock issued | 0 | 4,913,200 |
Net cash provided by financing activities | 232,178 | 5,157,345 |
Net change in cash | (1,696,979) | 4,031,108 |
Cash, beginning of period | 4,053,327 | 22,219 |
Cash, end of period | 2,356,348 | 4,053,327 |
Supplemental Disclosure of Cash flow Information | ||
Cash paid during the period for interest | 106,783 | 92,434 |
Non-Cash Financing Activities | ||
Debt converted to common stock | 0 | 265,458 |
Stock options exchanged for common stock | 180 | 600 |
Common stock issued to satisfy liabilities | $ 60,666 | $ 94,851 |
Note 1 - Business and Summary o
Note 1 - Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Business Description and Accounting Policies [Text Block] | Note 1 Business and Summary of Significant Accounting Policies Nature of Business The Coretec Group Inc. (the “Group”) (formerly 3DIcon Corporation) (“3DIcon”) was incorporated on August 11, 1995, under the laws of the State of Oklahoma as First Keating Corporation. The articles of incorporation were amended August 1, 2003 to change the name to 3DIcon Corporation. During 2001, First Keating Corporation began to focus on the development of 360-degree holographic technology. From January 1, 2001, 3DIcon’s primary activity has been the raising of capital in order to pursue its goal of becoming a significant participant in the development, commercialization and marketing of next generation 3D display technologies. Coretec Industries, LLC (“Coretec”), is a wholly owned subsidiary of the Group (collectively the “Company”). The Company is currently developing, testing, and providing new and/or improved technologies, products, and service solutions for energy-related industries including, but not limited to oil/gas, renewable energy, and distributed energy industries. Many of these technologies and products also have application for medical, electronic, photonic, display, and lighting markets among others. Early adoption of these technologies and products is anticipated in markets for energy storage (Li-ion batteries), renewable energy (BIPV), and electronics (Asset Monitoring). Reverse Acquisition On May 31, 2016, the Group entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Coretec and four Coretec members (the “Members”), which Members held all outstanding membership interests in Coretec. On September 30, 2016 (the “Closing Date”), the Group closed the transaction contemplated by the Share Exchange Agreement. Pursuant to the Share Exchange Agreement, the Members agreed to sell all their membership interests in Coretec to the Group in exchange for the Group’s issuance of an aggregate 4,760,872 shares of the Group’s Series B Convertible Preferred Stock to the Members (the “Exchange”). Coretec became a wholly owned subsidiary of the Group and the former Members beneficially owned approximately 65% of the Group’s common stock on a fully diluted basis on the Closing Date. Upon the closing of the Share Exchange Agreement, two of the Group’s Directors resigned and three new Directors associated with Coretec were nominated and elected, giving control of the board of directors to former Coretec Members. Basis of Presentation Under accounting principles generally accepted in the United States of America (“U.S. GAAP”), the acquisition is treated as a “reverse acquisition” under the purchase method of accounting. The consolidated statements of operations herein reflect the historical results of Coretec prior to the completion of the reverse acquisition since it was determined to be the accounting acquirer, and do not include the historical results of operations for 3DIcon prior to the completion of the acquisition. 3DIcon’s assets and liabilities were consolidated with the assets and liabilities of Coretec as of the September 30, 2016 consummation of the acquisition. Principles of Consolidation The consolidated financial statements include the accounts of the Group and its wholly owned subsidiary, Coretec. Intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and the disclosure of contingent assets and liabilities. Actual results could differ from the estimates and assumptions used. Intangibles Intangible assets consist of purchased patents and capitalized website costs. Intangible assets are recorded at the fair value as of the date of acquisition, and intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. Goodwill Goodwill was acquired with the reverse acquisition. The Company evaluates the carrying value of goodwill on an annual basis and if events occur or circumstances change that would more likely than not reduce the fair value of goodwill below its carrying amount. When assessing whether goodwill is impaired, management considers first a qualitative approach to evaluate whether it is more likely than not the fair value of the goodwill is below its carrying amount; if so, management considers a quantitative approach by analyzing changes in performance and market-based metrics as compared to those used at the time of the initial acquisition. For the periods presented, no Property and Equipment Property and equipment are recorded at cost. Depreciation is recorded over the estimated useful lives using the straight-line method. Maintenance and repairs are expensed as incurred; major improvements and betterments are capitalized. Estimated useful lives of property and equipment are as follows for the major classes of assets: Asset Description Estimated Lives (years) Furniture and fixtures 7 Equipment 7 Impairment of Long-Lived Assets Long-lived assets, such as intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Fair Value of Financial Instruments The following methods and assumptions were used to estimate the fair value of each class of financial instrument held by the Company: Current assets and current liabilities - Notes payable Basic and Diluted Loss Per Common Share Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: December 31, 2022 2021 Options 77,158,160 53,711,609 Warrants 132,514,000 142,604,000 Series A convertible preferred stock 115,000 115,000 Convertible debt 45,155,537 39,836,388 Total potentially dilutive shares 254,942,697 236,266,997 Research and Development Research and development costs are expensed as incurred. Income Taxes The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in tax laws or rates. The effect on deferred tax assets and liabilities of a change in tax rates will be recognized as income or expense in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company’s tax benefits are fully offset by a valuation allowance due to the uncertainty that the deferred tax assets would be realized. Management considers the likelihood of changes by taxing authorities in its filed income tax returns and recognizes a liability for or discloses potential changes that management believes are more likely than not to occur upon examination by tax authorities. Management has not identified any uncertain tax positions in filed income tax returns that require recognition or disclosure in the accompanying consolidated financial statements. Recent Accounting Pronouncements The following is a summary of recent accounting pronouncement recently adopted by the Company: In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40). The cumulative impact of using the modified retrospective approach for the adoption of ASU 2020-06 on our consolidated balance sheet as of January 1, 2021 is summarized below: Balance at December 31, 2020 Impact of ASU 2020-06 Balance with Adoption of ASU 2020-06 Liabilities Long-term debt, net $ 266,598 $ 862,775 $ 1,129,373 Equity Additional paid-in-capital $ 8,033,313 $ (988,900 ) $ 7,044,413 Accumulated deficit $ (7,339,175 ) $ 126,125 $ (7,213,050 ) In May 2021, 2021 04, Issuer s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options |
Note 2 - Recent Capital Financi
Note 2 - Recent Capital Financing and Management's Plans | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | Note 2 Recent Capital Financing and Management s Plans On March 2, 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with a single institutional investor in a private placement to sell (i) 23,500,000 shares of its common stock, (ii) pre-funded warrants to purchase up to an aggregate of 51,500,000 shares of its common stock, and (iii) warrants to purchase up to an aggregate of 82,500,000 shares of its common stock for gross proceeds of approximately $6,000,000. The combined purchase price for one share of common stock and associated Warrant is $0.08 and for one Pre-Funded Warrant and associated Warrant is $0.0799. The sale of the securities under the Purchase Agreement closed on March 5, 2021. Management is committed to utilizing this capital to expand and accelerate the development of its technology, while scaling business functions and appropriately adding resources necessary for future growth. |
Note 3 - Intangibles
Note 3 - Intangibles | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | Note 3 Intangibles The following table sets forth patents: December 31, December 31, Patents 2022 2021 Gross carrying amount $ 1,400,000 $ 1,400,000 Accumulated amortization (501,433 ) (421,203 ) $ 898,567 $ 978,797 The patents were acquired with the September 30, 2016 reverse acquisition. Amortization expense for the next five fiscal years and thereafter is expected to be approximately $80,000 annually through the year ended December 31, 2034. Intangible assets include $12,007 of capitalized website costs incurred during the year ended December 31, 2021. Amortization expense and accumulated amortization was $2,400 for the year ended December 31, 2022 and $1,200 for the year ended December 31, 2021, respectively. Amortization expense for the next four and one-half fiscal years is expected to be approximately $2,400, annually. |
Note 4 - Debt
Note 4 - Debt | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 4 Debt Notes payable and long-term debt consists of the following: December 31, December 31, 2022 2021 Notes payable: 5.26 $ 61,398 $ - Notes payable - current $ 61,398 $ - Long term debt: 10 $ 1,485,617 $ 1,310,617 Less: Warrants issued (51,755 ) (93,928 ) Debt issue costs (19,036 ) (29,171 ) Total long term debt $ 1,414,826 $ 1,187,518 5.26 % Insurance premium finance agreement, due June 2023 The Company entered into an insurance financing agreement in August 2022 totaling $101,444. The monthly payments under the agreement are due in ten 10% Promissory note, net On October 4, 2019, the Company entered into a Credit Agreement and related Promissory Note with Diversified Alpha Fund of Navigator Global Fund Manager Platform SPC (“DAF”), the Lender. DAF is a segregated portfolio fund of Navigator Global Fund Manager Platform SPC. DAF is managed and controlled by Mollitium Investment Management (Mollitium). Mollitium utilizes Diversified Global Investment Advisors Ltd. (“DGIA”) to act in an advisory role. DGIA maintains an Investment Committee to support the services to Mollitium. Simon Calton serves as part of this five-member investment committee and in accordance with the investment committee’s guidelines, Mr. Calton does not participate in matters or voting that pertain to the Company due to his conflict of interest. Investment advice provided by DGIA to Mollitium are recommendations only and the final decision on actions are the responsibility of Mollitium. Carlton James Global Management, Ltd (CJGM) serves as a distributer of investments by introducing funds available to the market of which DAF is included in CJGM’s group of funds. Compensation to CJGM occurs when investments are made into funds that they introduce. CJGM is part of the Carlton James Group of which Mr. Calton is CEO. The 10% Promissory Note, in a principal amount of $2,500,000, is due on the 15th day of the 4th anniversary of each advance with the first capital payment due on March 15, 2024. The Promissory Note has attached warrants to subscribe for and purchase 3,000,000 shares of common stock at an exercise price of $0.052 per share. Under the terms of the Credit Agreement, DAF will fund the Promissory Note in sixteen (16) On November 16, 2021, the Company countersigned a letter of variation (the Variation) to the credit agreement entered into, on October 4, 2019, with DAF. Pursuant to the Variation, the Lender agreed to extend the repayment days for each advance made by Lender under the credit agreement until the fourth anniversary of such advance. DAF has also communicated to the Company that interest only payments are due on a quarterly basis, commencing in January of 2022. Under the terms of the Credit Agreement, DAF has the right to elect to convert all or part of the Promissory Note at a price equal to seventy percent ( 70 15 The embedded conversion option was deemed to be a beneficial conversion feature because the active conversion price was less than the commitment date market price of the common stock. Given the terms of the agreement, the commitment date was determined to be the date the funds are advanced to the Company and is limited to the funding value less other debt discounts (see below). A debt discount of $862,775 was recorded, with a corresponding credit to additional paid-in capital, for the beneficial conversion feature as of December 31, 2020. On January 1, 2021, the Company adopted ASU 2020-06 under the modified retrospective approach for the fiscal year of 2021 (see Note 1). Adoption resulted in an approximate $989,000 decrease in additional paid in capital from the derecognition of the beneficial conversion feature, $863,000 increase in long term debt from the derecognition of the discount associated with the beneficial conversion feature and $126,000 decrease to the opening balance of accumulated deficit, representing the cumulative interest expense recognized related to the amortization of the beneficial conversion feature. Under the terms of the Credit Agreement, warrants to subscribe for and purchase 3,000,000 shares of common stock at an exercise price of $0.052 per share were issued to DAF. The estimated value of the warrants granted monthly, with each advance, is calculated using the Black-Scholes option pricing model. The resulting estimated value of the warrant is used to proportionally allocate the fair value of the debt advance and the fair value of the warrants. The allocated cost of the warrants amounted to $4,102 and $62,784 for the years ended December 31, 2022 and 2021, respectively, and is being amortized over the life of the debt with $46,275 and $47,230 of allocated costs amortized during the years ended December 31, 2022 and 2021, respectively. See Note 6 for more information on the warrants. Additionally, under the terms of the Credit Agreement, the Company agreed to pay a commitment fee of 3% of each advance and reimburse DAF for certain expenses in connection with the preparation, interpretation, performance and enforcement of the Credit Agreement. Those costs amounted to $5,250 and $10,350 during the years ended December 31, 2022 and 2021, respectively, and are being amortized over the life of the debt with $15,385 and $14,125 amortized during the years ended December 31, 2022 and 2021, respectively. On March 31, 2021, DAF converted $50,000 of the principle of the Promissory Note into 1,519,757 shares of common stock at $0.0329 per share. Related charges were made to interest expense for debt issue costs of $5,513 for the warrants and $1,346 for the deferred cost, through March 31, 2021. On April 29, 2021, DAF converted $180,000 of the principle of the Promissory Note into 5,471,125 shares of common stock at $0.0329 per share. Related charges were made to interest expense for debt issue costs of $16,429 for the warrants and $3,772 for the deferred cost, through April 29, 2021. On September 30, 2021, the Company paid DAF $102,606 for principal ($43,925) ($58,681) On October 27, 2021, DAF converted $35,458 of the principle of the Promissory Note into 1,077,746 shares of common stock at $0.0329 per share. Related charges for the principal payment and the debt conversion were made to interest expense in the amounts of $5,850 for the warrants and $1,523 for the deferred cost. On July 15, 2022 DAF, advanced gross proceeds for $175,000 to the Company under the terms of the credit agreement. Interest payments were made to DAF from invoiced amounts total for $131,357 and $30,572 during the years ended December 31, 2022 and 2021, respectively. |
Note 5 - Equity Incentive Plans
Note 5 - Equity Incentive Plans | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | Note 5 Equity Incentive Plans In January 2018, the Company’s 2018 Equity Incentive Plan (the “2018 EIP”) was established. The total number of shares of stock which may be purchased or granted directly by options, stock awards or restricted stock purchase offers, or purchased indirectly through exercise of options granted under the 2018 EIP shall not exceed fifteen million (15,000,000) On September 30, 2021, the Board of Directors approved The Coretec Group, Inc. 2021 Equity Incentive Plan (“2021 EIP”) which covers the potential issuance of 62,000,000 shares of common stock, from which various awards may be granted, including but not limited to: (a) Incentive Stock Options, (b) Non-qualified Stock Options, (c) Stock Appreciation Rights, (d) Restricted Awards, (e) Performance Share Awards, and (f) Performance Cash Awards. There were 50,000 shares available for issuance under the 2021 EIP as of December 31, 2022. |
Note 6 - Common Stock, Preferre
Note 6 - Common Stock, Preferred Stock, Warrants and Options | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | Note 6 Common Stock, Preferred Stock, Warrants and Options Common Stock On June 8, 2020, the Board of Directors consented to a share exchange agreement with holders of 21,500,000 options awarded on August 7, 2019. The agreement allows for holders to exchange their options for rule 144 common stock at an exchange rate of 0.6 shares per 1 option. Under the exchange agreement, 1,500,000 and 5,000,000 options were exchanged for 900,000 and 3,000,000 shares of common stock during the years ended December 31, 2022 and 2021, respectively. On October 22, 2020, the Board of Directors consented to satisfying accrued liabilities of vendors by issuing common stock from the 2018 Equity Incentive Plan from August 26, 2020 through September 1, 2021. The number of shares issued to satisfy a liability was determined by the average closing price for the fifteen (15) The stock issuance, in lieu of cash payment, requires written approval of the Chief Executive Officer. During the year ended December 31, 2022, 3,615,621 shares were issued to satisfy $60,666 of vendor accrued liabilities and services. During the year ended December 31, 2021, the Company issued 5,735,808 shares to satisfy $418,074 of vendor accrued liabilities and services. Series A Convertible Preferred Stock A total of 500,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) have been authorized for issuance under the Certificate of Designation of Preferences, Rights and Limitation of Series A Convertible Preferred Stock of the Company (the “Certificate of Designation”), which Certificate of Designation was filed with the Secretary of State of the State of Oklahoma on December 11, 2013. The shares of Series A Preferred Stock have a par value of $0.0002 per share and a stated value of $1.00 per share (the “Stated Value”) and shall receive a dividend of 6% of their Stated Value per annum payable or upon conversion or redemption of Series A Preferred at the option of the Company. We have not paid any cash or stock dividends to the holders of our Series A Preferred Stock. Dividends in arrears totaled approximately $190,000 and $169,000 for the years ended December 31, 2022 and 2021, respectively. Under the Certificate of Designation, the holders of the Series A Preferred Stock have the following rights, preferences and privileges: The Series A Preferred Stock may, at the option of the holder, be converted at any time after the first anniversary of the issuance of the Series A Preferred Stock or from time to time thereafter into 166,667 post-split shares of common stock that such holder is entitled to in proportion to the 500,000 shares of Series A Preferred so designated in the Certificate of Designation. The Series A Preferred Stock will automatically be converted into common stock anytime the post-split 5-day Volume-Weighted Average Price (VWAP) of the Company’s common stock prior to such conversion is equal to $15.00 or more. Such mandatory conversion would be converted by the same method described above for discretionary conversions. Except as otherwise required by law, the holders of shares of Series A Preferred Stock shall not have voting rights or powers. In the event of any (i) liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or ii) sale, merger, consolidation, reorganization or other transaction that results in a change of control of the Company, each holder of a share of Series A Preferred shall be entitled to receive, subject to prior preferences and other rights of any class or series of stock of the Company senior to the Series A Preferred, but prior and in preference to any distribution of any of the assets or surplus funds of the Company to holders of Common Stock, or any other class or series of stock of the Company junior to the Series A Preferred, an amount equal to the Stated Value plus accrued and unpaid dividends (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the “Preference Amount”). After such payment has been made to the holders of Series A Preferred of the full Preference Amount to which such holders shall be entitled, the remaining net assets of the Company available for distribution, if any, shall be distributed pro rata among the holders of Common Stock. In the event the funds or assets legally available for distribution to the holders of Series A Preferred are insufficient to pay the Preference Amount, then all funds or assets available for distribution to the holders of capital stock shall be paid to the holders of Series A Preferred pro rata based on the full Preference Amount to which they are entitled. The Company may not declare, pay or set aside any dividends on shares of any class or series of capital stock of the Company (other than dividends on shares of Common Stock payable in shares of Common Stock) unless the holders of the Series A Preferred Stock shall first receive, or simultaneously receive, a dividend on each outstanding share of Series A Preferred in an amount equal to the dividend per share that such holders would have received had they converted their shares of Series A Preferred into shares of Common Stock immediately prior to the record date for the declaration of the Common Stock dividend in an amount equal to the average VWAP during the 5 trading days prior to the date such dividend is due. Warrants Warrants to subscribe for and purchase up to 3,000,000 shares of common stock at an exercise price of $0.052 per share were included under the terms of the DAF Credit Agreement. The warrants will be issued in amounts of 150,000 and 210,000 per month during the funding period. In the event that funding advances deviate from the planned schedule then warrants will be issued pro-rata at 1.2 warrants for every $1 of funding. Warrants granted under the terms of the DAF Credit Agreement as of December 31, 2022 and 2021 total 2,814,000 and 2,604,000, respectively. The estimated value of the warrants granted monthly, with each advance, is calculated using the Black-Scholes option pricing model. The expected dividend yield is based on the average annual dividend yield as of the grant date. Expected volatility is based on the historical volatility of our stock. The risk-free interest rate is based on the U.S. Treasury Constant Maturity rates as of the grant date. The expected life of the warrant is based on historical exercise behavior and expected future experience. The resulting estimated value of the warrant is used to proportionally allocate the fair value of the debt advance and the fair value of the warrants. On March 2, 2021, the Company entered into the Purchase Agreement with a single institutional investor in a private placement to sell (i) 23,500,000 shares of its common stock, (ii) pre-funded warrants to purchase up to an aggregate of 51,500,000 shares of its common stock, and (iii) warrants to purchase up to an aggregate of 82,500,000 shares of its common stock for gross proceeds of approximately $6,000,000. The combined purchase price for one share of common stock and associated Warrant is $0.08 and for one Pre-Funded Warrant and associated Warrant is $0.0799. The sale of the securities under the Purchase Agreement closed on March 5, 2021. The pre-funded warrants have an exercise price of $0.0001 per share, subject to adjustment as set forth in the pre-funded warrants for stock splits, stock dividends, recapitalizations and similar events. The pre-funded warrants will be exercisable immediately and may be exercised at any time until all of the pre-funded warrants are exercised in full. In addition, the Company agreed to issue to the placement agent (or its designees) warrants to purchase a number of shares equal to 8.0% of the aggregate number of shares and pre-funded warrant shares sold under the Purchase Agreement, or warrants to purchase an aggregate of up to 6,000,000 shares. The placement agent warrants generally will have the same terms as the warrants, except they will have an exercise price of $0.10. Warrants Summary The following table summarizes the Company’s warrant activity during the year ended December 31, 2022: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, December 31, 2021 142,604,000 $ 0.0515 Granted 210,000 0.0520 Exercised (10,300,000 ) 0.0001 Outstanding, December 31, 2022 132,514,000 $ 0.0555 3.63 $ 1,745,850 Options Stock options for employees, directors or consultants, are valued at the date of award, which does not precede the approval date, and compensation cost is recognized in the period the options are vested. The Company recognizes compensation expense for awards subject to graded vesting on a straight-line basis. Stock options generally become exercisable on the date of grant and expire based on the terms of each grant. The estimated fair value of options for common stock granted was determined using the Black-Scholes option pricing model. The expected dividend yield is based on the average annual dividend yield as of the grant date. Expected volatility is based on the historical volatility of our stock. The risk-free interest rate is based on the U.S. Treasury Constant Maturity rates as of the grant date. The expected life of the option is based on historical exercise behavior and expected future experience. On June 8, 2020, the Board of Directors consented to a share exchange agreement with holders of 21,500,000 options awarded on August 7, 2019. The agreement allows for holders to exchange their options for rule 144 common stock at an exchange rate of 0.6 shares per 1 option. The modification of these options did not result in any additional compensation because there was no change in the fair value. As of December 31, 2022, 9,500,000 options had been exchanged for 5,700,000 shares of common stock. On September 30, 2021, the Board of Directors of the Company consented to cancelling and reissuance of 23,000,000 options, previously issued during the year 2021, in an effort to incentivize management, employees, and consultants of the Company. The options issued on September 30, 2021 have an exercise price of the $0.105 and vest immediately. On March 23, 2022, the Board of Directors of the Company consented to granting 950,000 options to new employee and a consultant. These options have an exercise price of the $0.055 and vest immediately. On October 14, 2022, the Company granted options to purchase a total of 24,000,000 shares of the Company’s common stock at an exercise price of $0.0277 per share. The options are exercisable for a period of five The Company recognized $761,695 and $4,599,391 of stock option expense during the years ended December 31, 2022 and 2021, respectively. Options Summary The following table summarizes the Company’s option activity during the years ended December 31, 2022 and 2021: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, December 31, 2020 20,212,174 $ 0.068 Expired (565 ) 420.000 Exchanged for common stock (5,000,000 ) 0.041 Granted 38,500,000 0.105 Outstanding, December 31, 2021 53,711,609 0.093 4.17 $ 936,000 Options granted 24,950,000 0.028 Options expired (3,449 ) 70.260 Exchanged for common stock (1,500,000 ) 0.041 Outstanding, December 31, 2022 77,158,160 $ 0.070 3.72 $ 151,200 Exercisable options Exercisable, December 31, 2021 53,461,609 $ 0.093 4.17 $ 916,000 Exercisable, December 31, 2022 77,158,160 $ 0.070 3.72 $ 151,200 The following table summarizes the Company’s options as of December 31, 2022: Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 0.028 24,000,000 4.79 24,000,000 $ 0.041 12,500,000 1.60 12,500,000 $ 0.055 950,000 4.23 950,000 $ 0.065 1,000,000 2.50 1,000,000 $ 0.105 38,500,000 3.75 38,500,000 $ 0.240 208,160 4.21 208,160 Total 77,158,160 3.72 77,158,160 |
Note 7 - Commitments
Note 7 - Commitments | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 7 Commitments North Dakota State University Sponsored Research Agreement The Company entered into a Sponsored Research Agreement (“SRA”) dated August 14, 2015 with North Dakota State University Research Foundation (“NDSU/RF”). With the proposed research for this project, NDSU/RF planned to make prototypical compounds and materials from CHS and CHS derivatives with the potential; 1) to act as efficient photoactive materials for solar cells, 2) to serve in electro active devices for optimization of current and voltage performance, 3) to perform at high levels of efficiency as silicon anodes in lightweight batteries (silicon has more than 11 times the capacity of carbon in the ubiquitous carbon based batteries), and, 4) to be incorporated into specialty inks for printed electronics applications. The research was conducted August 14, 2015 through August 31, 2016. The Company agreed to reimburse NDSU/RF for all costs incurred in performing the research up to a maximum amount of $70,000. On June 7, 2016 the Company and NDSU/RF mutually agreed to amend the SRA. Under the terms of the amendment the term was extended to June 30, 2017 and the consideration was increased by $120,000 to a maximum amount of $190,000. As of December 31, 2022, the remaining balance of the SRA to be paid under the terms of the agreement is $93,578. As of December 31, 2022, and pursuant to the SRA, Coretec was in arrears on the payment of that obligation. Accordingly, as of December 31, 2022, Coretec would be considered in default under the SRA because of the unpaid obligations, which could allow NDSU/RF to exercise various options under the SRA, including an option to terminate the SRA if Coretec does not cure the default within 10 business days after receiving written notice by NDSU/RF. Due to Coretec’s belief that certain obligations of NDSU/RF were unsatisfied, Coretec has actively communicated with NDSU/RF in order to determine what obligations are owed and what actions all parties are required to take, and will agree to take, in furtherance of the SRA. In connection with such objective, Coretec has sent NDSU/RF a detailed communication setting forth, among other things, the basis for its belief that (i) the payment obligation was not due to NDSU/RF; and (ii) NDSU/RF does not have the right to enforce a default. Coretec did not attempt communication or receive communication from NDSU/RF during the year ended December 31, 2022. As of the date of this report, there have been no legal proceedings initiated in connection with the SRA. However, no assurances can be made that the prior communications between the parties will result in a resolution or that legal proceedings will not be initiated in the future. Real property leases On June 30, 2020, the Company moved headquarters from Tulsa, Oklahoma to Ann Arbor, Michigan at which time the Company terminated the lease agreement in Tulsa. The Company continued to occupy the office space in Ann Arbor under the lease agreement that was executed on December 3, 2019. The Company signed a one-year ($1,260 On December 14, 2021, the Company entered into an annual lease of a wet laboratory in the same facility as the Company’s office headquarters. The annual rent obligation is $12,600 payable in equal monthly installments. The Company took possession of the space in March of 2022. On January 1, 2023, the company renewed the wet laboratory lease for the 2023 calendar year under the same terms. Rent expense for the office operating leases was $41,175 and $13,740 for the years ended December 31, 2022 and 2021, respectively. |
Note 8 - Related Party Transact
Note 8 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | Note 8 Related Party Transactions On June 21, 2021, the Company announced the appointment of Matthew J. Kappers as Chief Executive Officer. The agreement between Mr. Kappers and the Company stated that Mr. Kappers will operate in the CEO role as an independent contractor for the period of June 15, 2021 through December 15, 2021. Mr. Kappers will be compensated at a monthly rate of $12,500 and received an option grant to purchase 5,000,000 shares of common stock. The options were fully vested pursuant to the Board of Directors consent, effective September 30, 2021. Since December 2021, the Company and Mr. Kappers have been operating under the agreement on a month to month basis. The Company recognized $154,200 of expense as CEO for the year ended December 31, 2022 and $87,500 of consulting expense to Mr. Kappers as CEO and $23,884 for consulting related to markets and financing for the year ended December 31, 2021. The Company entered into a one-year (20%) The Company entered into a consulting agreement dated March 20, 2017 with Michael A. Kraft, who became the Company’s CEO. Under the terms of the agreement the Company agreed to compensate Kraft, $1,500 per day for his commitment to allocate seven days a month (subsequently amended to ten day a month) to the Company and a $25,000 bonus payable in the Company’s restricted stock upon occurrence of certain events. Kraft was issued ten |
Note 9 - Subsequent Events
Note 9 - Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 9 Subsequent Events On January 12, 2023, Douglas Freitag resigned as a member of the Board of Directors of The Coretec Group Inc. (the “Company”). Mr. Freitag will continue to support and advise the Company in the capacity of senior consultant. Mr. Freitag’s resignation was not as a result of any disagreements with the Company’s board of directors or management, but to allow him for sufficient time to commit to his primary business. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Nature of Business [Policy Text Block] | Nature of Business |
Business Combinations Policy [Policy Text Block] | Reverse Acquisition |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangibles |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill no |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Asset Description Estimated Lives (years) Furniture and fixtures 7 Equipment 7 |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Current assets and current liabilities - Notes payable |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Loss Per Common Share December 31, 2022 2021 Options 77,158,160 53,711,609 Warrants 132,514,000 142,604,000 Series A convertible preferred stock 115,000 115,000 Convertible debt 45,155,537 39,836,388 Total potentially dilutive shares 254,942,697 236,266,997 |
Research and Development Expense, Policy [Policy Text Block] | Research and Development |
Income Tax, Policy [Policy Text Block] | Income Taxes |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40). Balance at December 31, 2020 Impact of ASU 2020-06 Balance with Adoption of ASU 2020-06 Liabilities Long-term debt, net $ 266,598 $ 862,775 $ 1,129,373 Equity Additional paid-in-capital $ 8,033,313 $ (988,900 ) $ 7,044,413 Accumulated deficit $ (7,339,175 ) $ 126,125 $ (7,213,050 ) May 2021, 2021 04, Issuer s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options |
Note 1 - Business and Summary_2
Note 1 - Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Property Plant and Equipment, Estimated Useful Lives [Table Text Block] | Asset Description Estimated Lives (years) Furniture and fixtures 7 Equipment 7 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | December 31, 2022 2021 Options 77,158,160 53,711,609 Warrants 132,514,000 142,604,000 Series A convertible preferred stock 115,000 115,000 Convertible debt 45,155,537 39,836,388 Total potentially dilutive shares 254,942,697 236,266,997 |
Accounting Standards Update and Change in Accounting Principle [Table Text Block] | Balance at December 31, 2020 Impact of ASU 2020-06 Balance with Adoption of ASU 2020-06 Liabilities Long-term debt, net $ 266,598 $ 862,775 $ 1,129,373 Equity Additional paid-in-capital $ 8,033,313 $ (988,900 ) $ 7,044,413 Accumulated deficit $ (7,339,175 ) $ 126,125 $ (7,213,050 ) |
Note 3 - Intangibles (Tables)
Note 3 - Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | December 31, December 31, Patents 2022 2021 Gross carrying amount $ 1,400,000 $ 1,400,000 Accumulated amortization (501,433 ) (421,203 ) $ 898,567 $ 978,797 |
Note 4 - Debt (Tables)
Note 4 - Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Long-Term Debt Instruments [Table Text Block] | December 31, December 31, 2022 2021 Notes payable: 5.26 $ 61,398 $ - Notes payable - current $ 61,398 $ - Long term debt: 10 $ 1,485,617 $ 1,310,617 Less: Warrants issued (51,755 ) (93,928 ) Debt issue costs (19,036 ) (29,171 ) Total long term debt $ 1,414,826 $ 1,187,518 |
Note 6 - Common Stock, Prefer_2
Note 6 - Common Stock, Preferred Stock, Warrants and Options (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Warrant Activity [Table Text Block] | Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, December 31, 2021 142,604,000 $ 0.0515 Granted 210,000 0.0520 Exercised (10,300,000 ) 0.0001 Outstanding, December 31, 2022 132,514,000 $ 0.0555 3.63 $ 1,745,850 |
Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award [Table Text Block] | Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, December 31, 2020 20,212,174 $ 0.068 Expired (565 ) 420.000 Exchanged for common stock (5,000,000 ) 0.041 Granted 38,500,000 0.105 Outstanding, December 31, 2021 53,711,609 0.093 4.17 $ 936,000 Options granted 24,950,000 0.028 Options expired (3,449 ) 70.260 Exchanged for common stock (1,500,000 ) 0.041 Outstanding, December 31, 2022 77,158,160 $ 0.070 3.72 $ 151,200 Exercisable options Exercisable, December 31, 2021 53,461,609 $ 0.093 4.17 $ 916,000 Exercisable, December 31, 2022 77,158,160 $ 0.070 3.72 $ 151,200 |
Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 0.028 24,000,000 4.79 24,000,000 $ 0.041 12,500,000 1.60 12,500,000 $ 0.055 950,000 4.23 950,000 $ 0.065 1,000,000 2.50 1,000,000 $ 0.105 38,500,000 3.75 38,500,000 $ 0.240 208,160 4.21 208,160 Total 77,158,160 3.72 77,158,160 |
Note 1 - Business and Summary_3
Note 1 - Business and Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill, Impairment Loss | $ 0 | $ 0 | |
Series B Convertible Preferred Stock [Member] | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in shares) | 4,760,872 | ||
Sale of Stock, Percentage of Ownership after Transaction | 65% |
Note 1 - Business and Summary_4
Note 1 - Business and Summary of Significant Accounting Policies  (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Furniture and Fixtures [Member] | |
Useful life (Year) | 7 years |
Equipment [Member] | |
Useful life (Year) | 7 years |
Note 1 - Business and Summary_5
Note 1 - Business and Summary of Significant Accounting Policies - Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Potentially dilutive shares (in shares) | 254,942,697 | 236,266,997 |
Options [Member] | ||
Potentially dilutive shares (in shares) | 77,158,160 | 53,711,609 |
Warrant [Member] | ||
Potentially dilutive shares (in shares) | 132,514,000 | 142,604,000 |
Series A Convertible Preferred Stock [Member] | ||
Potentially dilutive shares (in shares) | 115,000 | 115,000 |
Convertible Debt Securities [Member] | ||
Potentially dilutive shares (in shares) | 45,155,537 | 39,836,388 |
Note 1 - Business and Summary_6
Note 1 - Business and Summary of Significant Accounting Policies - Cumulative Impact of Using Modified Retrospective Approach for Adoption of ASU (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Long-term debt, net | $ 266,598 | |||
Additional paid-in capital | $ 18,119,792 | $ 17,295,262 | 8,033,313 | |
Accumulated deficit | $ (16,345,313) | $ (13,481,989) | (7,339,175) | |
Cumulative Effect, Period of Adoption, Adjustment [Member] | ||||
Long-term debt, net | 862,775 | |||
Additional paid-in capital | (988,900) | |||
Accumulated deficit | $ 126,125 | |||
Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | ||||
Long-term debt, net | $ 1,129,373 | |||
Additional paid-in capital | 7,044,413 | |||
Accumulated deficit | $ (7,213,050) |
Note 2 - Recent Capital Finan_2
Note 2 - Recent Capital Financing and Management's Plans (Details Textual) | Mar. 02, 2021 USD ($) $ / shares shares |
Pre-funded Warrant [Member] | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 51,500,000 |
Class of Warrant or Right, Purchase Price of Warrants or Rights | $ / shares | $ 0.08 |
Warrants [Member] | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 82,500,000 |
Class of Warrant or Right, Purchase Price of Warrants or Rights | $ / shares | $ 0.0799 |
Private Placement [Member] | |
Stock Issued During Period, Shares, New Issues | 23,500,000 |
Proceeds from Issuance or Sale of Equity, Total | $ | $ 6,000,000 |
Note 3 - Intangibles (Details T
Note 3 - Intangibles (Details Textual) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Net, Ending Balance | $ 906,975 | $ 989,604 |
Patents [Member] | ||
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 80,000 | |
Finite-Lived Intangible Asset, Expected Amortization, Year One | 80,000 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 80,000 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 80,000 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Five | 80,000 | |
Finite-Lived Intangible Asset, Expected Amortization, after Year Five | 80,000 | |
Finite-Lived Intangible Assets, Net, Ending Balance | 898,567 | 978,797 |
Finite-Lived Intangible Assets, Accumulated Amortization | 501,433 | 421,203 |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 2,400 | |
Finite-Lived Intangible Asset, Expected Amortization, Year One | 2,400 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 2,400 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 2,400 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Five | 2,400 | |
Finite-Lived Intangible Assets, Net, Ending Balance | 12,007 | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 2,400 | $ 1,200 |
Note 3 - Intangibles - Schedule
Note 3 - Intangibles - Schedule of Patents (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Net, Ending Balance | $ 906,975 | $ 989,604 |
Patents [Member] | ||
Gross carrying amount | 1,400,000 | 1,400,000 |
Accumulated amortization | (501,433) | (421,203) |
Finite-Lived Intangible Assets, Net, Ending Balance | $ 898,567 | $ 978,797 |
Note 4 - Debt (Details Textual)
Note 4 - Debt (Details Textual) | 1 Months Ended | 12 Months Ended | |||||||||
Jul. 15, 2022 USD ($) | Oct. 27, 2021 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Apr. 29, 2021 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) $ / shares shares | Oct. 04, 2019 USD ($) $ / shares shares | Aug. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Jan. 01, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.0555 | $ 0.0515 | |||||||||
Additional Paid in Capital, Total | $ (18,119,792) | $ (17,295,262) | $ (8,033,313) | ||||||||
Retained Earnings (Accumulated Deficit), Total | 16,345,313 | 13,481,989 | $ 7,339,175 | ||||||||
Amortization Associated With Commitment Fee | 15,385 | 14,125 | |||||||||
Conversion of DAF Promissory Note into Common Stock [Member] | |||||||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 0.0329 | $ 0.0329 | $ 0.0329 | ||||||||
Debt Conversion, Original Debt, Amount | $ 35,458 | $ 180,000 | $ 50,000 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 1,077,746 | 5,471,125 | 1,519,757 | ||||||||
Amortization of Debt Issuance Costs | $ 1,523 | $ 3,772 | $ 1,346 | ||||||||
DAF Credit Agreement Conversion Related Warrants [Member] | |||||||||||
Interest Expense, Debt, Total | 5,850 | 16,429 | 5,513 | ||||||||
Interest Expense, Debt, Total | $ (5,850) | $ (16,429) | $ (5,513) | ||||||||
Accounting Standards Update 2020-06 [Member] | |||||||||||
Additional Paid in Capital, Total | $ 989,000 | ||||||||||
Long-Term Debt, Total | 863,000 | ||||||||||
Retained Earnings (Accumulated Deficit), Total | $ 126,000 | ||||||||||
Warrant Issued in Connection With Credit Agreement [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 3,000,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.052 | ||||||||||
Allocated Cost of Warrants | 62,784 | ||||||||||
Amortization Expense Associated With Warrants | $ 46,275 | $ 47,230 | |||||||||
Insurance Financing Agreement [Member] | |||||||||||
Interest rate | 5.26% | ||||||||||
Debt Instrument, Face Amount | $ 101,444 | ||||||||||
Debt Instrument, Periodic Payment, Total | $ 10,391 | ||||||||||
Debt Instrument, Face Amount | $ (101,444) | ||||||||||
Three Point Eight Percent Insurance Premium Finance Agreement [Member] | |||||||||||
Debt Instrument, Term (Year) | 10 years | ||||||||||
Credit Agreement And Note [Member] | |||||||||||
Interest rate | 10% | 10% | 10% | ||||||||
Debt Agreement, Maximum Borrowing Capacity | $ 2,500,000 | ||||||||||
Debt Instrument, Number of Tranches | 16 | ||||||||||
Proceeds from Notes Payable, Total | $ 175,000 | $ 2,345,000 | |||||||||
Debt Instrument, Notes Payable, Portion Not Advanced | 155,000 | ||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 70% | ||||||||||
Debt Instrument, Convertible, Threshold Trading Days | 15 | ||||||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 0.0329 | ||||||||||
Debt Instrument, Unamortized Discount, Total | $ 862,775 | ||||||||||
Line of Credit Facility, Commitment Fee Percentage | 3% | ||||||||||
Line of Credit Facility, Commitment Fee and Debt-related Expenses to Be Amortized | 5,250 | $ 10,350 | |||||||||
Credit Agreement And Note [Member] | Minimum [Member] | |||||||||||
Debt Instrument, Amount Funded in Each Monthly Tranche | $ 125,000 | ||||||||||
Credit Agreement And Note [Member] | Maximum [Member] | |||||||||||
Debt Instrument, Amount Funded in Each Monthly Tranche | $ 175,000 | ||||||||||
Warrant Issued in Connection With Credit Agreement [Member] | |||||||||||
Allocated Cost of Warrants | 4,102 | ||||||||||
DAF Credit Agreement [Member] | |||||||||||
Debt Instrument, Face Amount | $ 43,925 | ||||||||||
Interest Expense, Debt, Total | 58,681 | ||||||||||
Repayments of Long-Term Debt, Total | 102,606 | ||||||||||
Debt Instrument, Face Amount | (43,925) | ||||||||||
Interest Expense, Debt, Total | $ (58,681) | ||||||||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities, Total | $ 131,357 | $ 30,572 |
Note 4 - Debt - Schedule of Deb
Note 4 - Debt - Schedule of Debt (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Notes payable | $ 61,398 | $ 0 |
Total long term debt | 1,414,826 | 1,187,518 |
Insurance Financing Agreement [Member] | ||
Notes payable | 61,398 | 0 |
Credit Agreement And Note [Member] | ||
10% Promissory note due January 2024 | 1,485,617 | 1,310,617 |
Warrants issued | (51,755) | (93,928) |
Debt issue costs | $ (19,036) | $ (29,171) |
Note 4 - Debt - Schedule of D_2
Note 4 - Debt - Schedule of Debt (Details) (Parentheticals) | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 04, 2019 |
Insurance Financing Agreement [Member] | |||
Interest rate | 5.26% | ||
Credit Agreement And Note [Member] | |||
Interest rate | 10% | 10% | 10% |
Note 5 - Equity Incentive Pla_2
Note 5 - Equity Incentive Plans (Details Textual) - shares | Sep. 30, 2021 | Dec. 31, 2022 | Jan. 31, 2018 |
2018 EIP [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 15,000,000 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 2,682,830 | ||
Equity Incentive Plan 2021 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 50,000 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period | 62,000,000 |
Note 6 - Common Stock, Prefer_3
Note 6 - Common Stock, Preferred Stock, Warrants and Options (Details Textual) | 12 Months Ended | 31 Months Ended | ||||||||||
Oct. 14, 2022 $ / shares shares | Mar. 23, 2022 $ / shares shares | Sep. 30, 2021 $ / shares shares | Mar. 02, 2021 USD ($) $ / shares shares | Oct. 22, 2020 | Jun. 08, 2020 shares | Oct. 04, 2019 $ / shares shares | Aug. 07, 2019 shares | Dec. 11, 2013 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Share Exchange Agreement, Number of Options Authorized | 21,500,000 | |||||||||||
Share Exchange Agreement, Exchange Ratio | 0.6 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exchanged | 1,500,000 | 5,000,000 | 9,500,000 | |||||||||
Stock Issued During Period, Shares, Stock Options Exchanged for Common Shares | 900,000 | 3,000,000 | 5,700,000 | |||||||||
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 | 500,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.0555 | $ 0.0515 | $ 0.0555 | |||||||||
Class of Warrant or Right, Issued Monthly | 210,000 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 24,000,000 | 21,500,000 | ||||||||||
Stock Cancelled and Reissued During Period | 23,000,000 | |||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 0.0277 | $ 0.105 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 5 years | |||||||||||
Share-Based Payment Arrangement, Expense | $ | $ 761,695 | $ 4,599,391 | ||||||||||
Employees and Consultants [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 6,000,000 | 950,000 | ||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 0.055 | |||||||||||
Co-chairman [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 3,000,000 | |||||||||||
Co-chairman 2 [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 3,000,000 | |||||||||||
Chief Executive Officer and Director [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 7,000,000 | |||||||||||
Chief Financial Officer [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 5,000,000 | |||||||||||
Private Placement [Member] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 23,500,000 | |||||||||||
Proceeds from Issuance or Sale of Equity, Total | $ | $ 6,000,000 | |||||||||||
Warrant Issued in Connection With Credit Agreement [Member] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,000,000 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.052 | |||||||||||
Class of Warrant or Right, Number of Warrants Issued Per Dollar in the Event of Funding Deviation | 1.2 | |||||||||||
Class of Warrant or Right, Issued During Period | 2,814,000 | 2,604,000 | ||||||||||
Warrant Issued in Connection With Credit Agreement [Member] | Minimum [Member] | ||||||||||||
Class of Warrant or Right, Issued Monthly | 150,000 | |||||||||||
Warrant Issued in Connection With Credit Agreement [Member] | Maximum [Member] | ||||||||||||
Class of Warrant or Right, Issued Monthly | 210,000 | |||||||||||
Pre-funded Warrant [Member] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 51,500,000 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Class of Warrant or Right, Purchase Price of Warrants or Rights | $ / shares | $ 0.08 | |||||||||||
Warrants [Member] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 82,500,000 | |||||||||||
Class of Warrant or Right, Purchase Price of Warrants or Rights | $ / shares | $ 0.0799 | |||||||||||
Placement Agent Warrants [Member] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,000,000 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.10 | |||||||||||
Warrants Ownership Percentage, Maximum Limit | 8% | |||||||||||
S8 Common Stock [Member] | ||||||||||||
Common Stock Issued to Satisfy Accrued Liabilities, Number of Trading Days Over which Average Closing Price is Used to Determine Number of Shares | 15 | |||||||||||
Common Stock Issued to Satisfy Accrued Liabilities, Discount Rate Used to Determine Number of Shares | 50% | |||||||||||
Stock Issued During Period, Shares, Satisfaction of Vendor Accrued Liabilities and Services | 3,615,621 | 5,735,808 | ||||||||||
Stock Issued During Period, Value, Satisfaction of Vendor Accrued Liabilities and Services | $ | $ 60,666 | $ 418,074 | ||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 | 500,000 | |||||||||
Preferred Stock, Par Value, Per Share | $ / shares | $ 0.0002 | |||||||||||
Preferred Stock, Stated Value, Per Share | $ / shares | $ 1 | |||||||||||
Preferred Stock, Dividend Rate, Percentage | 6% | |||||||||||
Preferred Stock, Amount of Preferred Dividends in Arrears | $ | $ 190,000 | $ 169,000 | ||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 166,667 | 166,667 | ||||||||||
Convertible Preferred Stock, Volume Weighted Average Price Trigger | $ / shares | $ 15 |
Note 6 - Common Stock, Prefer_4
Note 6 - Common Stock, Preferred Stock, Warrants and Options - Warrants (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Outstanding, number of warrants (in shares) | shares | 142,604,000 |
Outstanding, weighted-average exercise price (in dollars per share) | $ / shares | $ 0.0515 |
Granted, number of warrants (in shares) | shares | 210,000 |
Granted, weighted-average exercise price (in dollars per share) | $ / shares | $ 0.0520 |
Exercised, number of warrants (in shares) | shares | (10,300,000) |
Exercised, weighted-average exercise price (in dollars per share) | $ / shares | $ 0.0001 |
Outstanding, number of warrants (in shares) | shares | 132,514,000 |
Outstanding, weighted-average exercise price (in dollars per share) | $ / shares | $ 0.0555 |
Outstanding, weighted-average remaining life (Year) | 3 years 7 months 17 days |
Outstanding, aggregate intrinsic value | $ | $ 1,745,850 |
Note 6 - Common Stock, Prefer_5
Note 6 - Common Stock, Preferred Stock, Warrants and Options - Option Activity (Details) - USD ($) | 12 Months Ended | 31 Months Ended | ||||
Oct. 14, 2022 | Sep. 30, 2021 | Aug. 07, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Exchanged for common stock (in shares) | (1,500,000) | (5,000,000) | (9,500,000) | |||
Granted, Shares (in shares) | 24,000,000 | 21,500,000 | ||||
Granted, Weighted Average Exercise Price (in dollars per share) | $ 0.0277 | $ 0.105 | ||||
Share-Based Payment Arrangement, Option [Member] | ||||||
Outstanding, Shares (in shares) | 53,711,609 | 20,212,174 | ||||
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 0.093 | $ 0.068 | ||||
Expired, Shares (in shares) | (3,449) | (565) | ||||
Expired, Weighted Average Exercise Price (in dollars per share) | $ 70.260 | $ 420 | ||||
Exchanged for common stock (in shares) | (1,500,000) | (5,000,000) | ||||
Exchanged for common stock, Weighted Average Exercise Price (in dollars per share) | $ 0.041 | $ 0.041 | ||||
Granted, Shares (in shares) | 24,950,000 | 38,500,000 | ||||
Granted, Weighted Average Exercise Price (in dollars per share) | $ 0.028 | $ 0.105 | ||||
Outstanding, Weighted Average Remaining Life in Years (Year) | 3 years 8 months 19 days | 4 years 2 months 1 day | ||||
Outstanding, Aggregate intrinsic value | $ 151,200 | $ 936,000 | $ 151,200 | |||
Outstanding, Shares (in shares) | 77,158,160 | 53,711,609 | 77,158,160 | |||
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 0.070 | $ 0.093 | $ 0.070 | |||
Exercisable, Shares (in shares) | 77,158,160 | 53,461,609 | 77,158,160 | |||
Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 0.070 | $ 0.093 | $ 0.070 | |||
Exercisable, Weighted Average Remaining Life (Year) | 3 years 8 months 19 days | 4 years 2 months 1 day | ||||
Exercisable, Aggregate intrinsic value | $ 151,200 | $ 916,000 | $ 151,200 |
Note 6 - Common Stock, Prefer_6
Note 6 - Common Stock, Preferred Stock, Warrants and Options - Shares Authorized Under Stock Option Plans (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Option Outstanding, Number Of Options (in shares) | 77,158,160 |
Option Exercisable, Weighted Average Remaining Life In Years (Year) | 3 years 8 months 19 days |
Option Exercisable, Number Of Options (in shares) | 77,158,160 |
Exercise Price Range One [Member] | |
Option Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 0.028 |
Option Outstanding, Number Of Options (in shares) | 24,000,000 |
Option Exercisable, Weighted Average Remaining Life In Years (Year) | 4 years 9 months 14 days |
Option Exercisable, Number Of Options (in shares) | 24,000,000 |
Exercise Price Range Two [Member] | |
Option Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 0.041 |
Option Outstanding, Number Of Options (in shares) | 12,500,000 |
Option Exercisable, Weighted Average Remaining Life In Years (Year) | 1 year 7 months 6 days |
Option Exercisable, Number Of Options (in shares) | 12,500,000 |
Exercise Price Range Three [Member] | |
Option Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 0.055 |
Option Outstanding, Number Of Options (in shares) | 950,000 |
Option Exercisable, Weighted Average Remaining Life In Years (Year) | 4 years 2 months 23 days |
Option Exercisable, Number Of Options (in shares) | 950,000 |
Exercise Price Range Four [Member] | |
Option Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 0.065 |
Option Outstanding, Number Of Options (in shares) | 1,000,000 |
Option Exercisable, Weighted Average Remaining Life In Years (Year) | 2 years 6 months |
Option Exercisable, Number Of Options (in shares) | 1,000,000 |
Exercise Price Range Five [Member] | |
Option Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 0.105 |
Option Outstanding, Number Of Options (in shares) | 38,500,000 |
Option Exercisable, Weighted Average Remaining Life In Years (Year) | 3 years 9 months |
Option Exercisable, Number Of Options (in shares) | 38,500,000 |
Exercise Price Range Six [Member] | |
Option Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 0.240 |
Option Outstanding, Number Of Options (in shares) | 208,160 |
Option Exercisable, Weighted Average Remaining Life In Years (Year) | 4 years 2 months 15 days |
Option Exercisable, Number Of Options (in shares) | 208,160 |
Note 7 - Commitments (Details T
Note 7 - Commitments (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
May 01, 2022 | Apr. 30, 2022 | Sep. 30, 2021 | Jan. 01, 2020 | Jun. 30, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 01, 2016 | Mar. 31, 2022 | |
Operating Lease, Expense | $ 41,175 | $ 13,740 | |||||||
Wet Laboratory in Office Headquarters [Member] | |||||||||
Lessee, Operating Lease, Liability, to be Paid, Total | $ 12,600 | ||||||||
Ann Arbor, Michigan [Member] | |||||||||
Lessee, Operating Lease, Term of Contract | 1 year | ||||||||
Lessee, Operating Lease, Liability, to be Paid, Total | $ 15,120 | ||||||||
Operating Leases, Rent Expense, Monthly | $ 42,000 | $ 800 | $ 1,260 | ||||||
Operating Lease, Other Income | $ 45,000 | ||||||||
North Dakota State University Research Foundation [Member] | |||||||||
Reimbursement of Cost Relating to Research, Remaining Balance | $ 93,578 | ||||||||
North Dakota State University Research Foundation [Member] | |||||||||
Reimbursement of Cost Relating to Research, Maximum Amount | $ 190,000 | $ 70,000 | |||||||
Increase in Reimbursement of Cost Relating to Research | $ 120,000 |
Note 8 - Related Party Transa_2
Note 8 - Related Party Transactions (Details Textual) - USD ($) | 12 Months Ended | ||||||||
Oct. 18, 2022 | Oct. 14, 2022 | Nov. 01, 2021 | Jun. 21, 2021 | May 21, 2020 | Aug. 07, 2019 | Mar. 20, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 24,000,000 | 21,500,000 | |||||||
Matthew Kappers [Member] | |||||||||
Independent Contractor, Monthly Fee | $ 12,500 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 5,000,000 | ||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 154,200 | ||||||||
Matthew Kappers [Member] | Consulting as Chief Executive Officer [Member] | |||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 87,500 | ||||||||
Matthew Kappers [Member] | Consulting Related to Markets and Financing [Member] | |||||||||
Related Party Transaction, Expenses from Transactions with Related Party | 23,884 | ||||||||
Matthew Hoffman [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 5,000,000 | ||||||||
Related Party Transaction, Expenses from Transactions with Related Party | 103,050 | 103,950 | |||||||
Consulting Agreement, Term | 1 year | ||||||||
Annual Base Salary | $ 200,000 | ||||||||
Annual Incentive Bonus, Target Payout, Percentage of Base Salary | 20% | ||||||||
Salary and Wage, Excluding Cost of Good and Service Sold, Total | 50,000 | ||||||||
Michael A. Kraft [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 10,000,000 | ||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 38,571 | $ 181,874 | |||||||
Consulting Fee Per Day | $ 1,500 | ||||||||
Accrued Bonuses | $ 25,000 | ||||||||
Contract Services, Hourly Rate | $ 187 | ||||||||
Michael A. Kraft [Member] | Options Issued for Employment Agreement [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Fair Value | $ 25,000 | ||||||||
Michael A. Kraft [Member] | Options Issued for Accrued Compensation [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Fair Value | 91,000 | ||||||||
Michael A. Kraft [Member] | Options Issued As Additional Compensation for CEO Services [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Fair Value | $ 294,000 |