Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 08, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 284,104,032 | |
Entity Central Index Key | 0001375195 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Assets, Current [Abstract] | ||
Cash | $ 1,020,272 | $ 2,356,348 |
Prepaid expenses | 185,703 | 114,201 |
Total current assets | 1,205,975 | 2,470,549 |
Property and equipment, net | 110,790 | 73,462 |
Other Assets [Abstract] | ||
Intangibles, net | 845,002 | 906,975 |
Goodwill | 166,000 | 166,000 |
Deposits-other | 4,550 | 4,550 |
Total other assets | 1,015,552 | 1,077,525 |
Total Assets | 2,332,317 | 3,621,536 |
Liabilities, Current [Abstract] | ||
Accounts payable and accrued expenses | 311,609 | 316,992 |
Notes payable, current portion | 360,043 | 61,398 |
Total current liabilities | 671,652 | 378,390 |
Long term debt, net | 1,245,189 | 1,414,826 |
Total Liabilities | 1,916,841 | 1,793,216 |
Stockholders' equity: | ||
Preferred stock, Series A convertible, $0.0002 par value, 500,000 shares authorized; 345,000 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 69 | 69 |
Common stock $0.0002 par value, 1,500,000,000 shares authorized; 284,104,032 and 268,871,202 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 56,819 | 53,772 |
Additional paid-in capital | 18,142,208 | 18,119,792 |
Accumulated deficit | (17,783,620) | (16,345,313) |
Total Stockholders' Equity | 415,476 | 1,828,320 |
Total Liabilities and Stockholders' Equity | $ 2,332,317 | $ 3,621,536 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0002 | $ 0.0002 |
Preferred Stock, Shares Authorized (in shares) | 500,000 | 500,000 |
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 345,000 | 345,000 |
Preferred Stock, Shares Issued (in shares) | 345,000 | 345,000 |
Common Stock, Par or Stated Value Per Share (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) | 284,104,032 | 268,871,202 |
Common Stock, Shares, Outstanding (in shares) | 284,104,032 | 268,871,202 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income: | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Expenses: | ||||
Research and development | 101,094 | 80,167 | 334,442 | 400,524 |
General and administrative | 305,560 | 301,004 | 958,548 | 1,172,463 |
Interest | 54,491 | 52,831 | 161,422 | 148,273 |
Total expenses | 461,145 | 434,002 | 1,454,412 | 1,721,260 |
Other income | 4,517 | 2,324 | 16,105 | 3,271 |
Net loss | $ (456,628) | $ (431,678) | $ (1,438,307) | $ (1,717,989) |
Earnings Per Share [Abstract] | ||||
Basic and diluted (in dollars per share) | $ (0.002) | $ (0.002) | $ (0.005) | $ (0.007) |
Weighted average shares outstanding, basic and diluted (in shares) | 282,965,333 | 256,912,934 | 275,948,520 | 255,923,378 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - 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, 2021 | 345,000 | 254,055,581 | |||
Balance at Dec. 31, 2021 | $ 69 | $ 50,809 | $ 17,295,262 | $ (13,481,989) | $ 3,864,151 |
Net loss for the period | 0 | $ 0 | 0 | (679,342) | (679,342) |
Common stock issued for liabilities (in shares) | 660,210 | ||||
Common stock issued for liabilities | 0 | $ 132 | 17,166 | 0 | 17,298 |
Options issued for compensation and services | 0 | 0 | 70,973 | 0 | 70,973 |
Exchange of stock options for common stock | $ 0 | $ 180 | (180) | 0 | 0 |
Exchange of stock options for common stock (in shares) | 900,000 | ||||
Balance (in shares) at Mar. 31, 2022 | 345,000 | 255,615,791 | |||
Balance at Mar. 31, 2022 | $ 69 | $ 51,121 | 17,383,221 | (14,161,331) | 3,273,080 |
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 |
Net loss for the period | (1,717,989) | ||||
Balance (in shares) at Sep. 30, 2022 | 345,000 | 257,256,422 | |||
Balance at Sep. 30, 2022 | $ 69 | $ 51,449 | 17,435,148 | (15,199,978) | 2,286,688 |
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 |
Exchange of stock options for common stock (in shares) | 5,700,000 | ||||
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 |
Balance (in shares) at Mar. 31, 2022 | 345,000 | 255,615,791 | |||
Balance at Mar. 31, 2022 | $ 69 | $ 51,121 | 17,383,221 | (14,161,331) | 3,273,080 |
Net loss for the period | $ 0 | $ 0 | 0 | (606,969) | (606,969) |
Common stock issued for liabilities (in shares) | 0 | 867,782 | |||
Common stock issued for liabilities | $ 0 | $ 174 | 20,393 | 0 | 20,567 |
Options issued for compensation and services | $ 0 | $ 0 | 18,723 | 0 | 18,723 |
Balance (in shares) at Jun. 30, 2022 | 345,000 | 256,483,573 | |||
Balance at Jun. 30, 2022 | $ 69 | $ 51,295 | 17,422,337 | (14,768,300) | 2,705,401 |
Net loss for the period | $ 0 | $ 0 | 0 | (431,678) | (431,678) |
Common stock issued for liabilities (in shares) | 0 | 772,849 | |||
Common stock issued for liabilities | $ 0 | $ 154 | 8,710 | 0 | 8,864 |
Warrants issued | $ 0 | $ 0 | 4,101 | 0 | 4,101 |
Balance (in shares) at Sep. 30, 2022 | 345,000 | 257,256,422 | |||
Balance at Sep. 30, 2022 | $ 69 | $ 51,449 | 17,435,148 | (15,199,978) | 2,286,688 |
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 |
Net loss for the period | $ 0 | $ 0 | 0 | (507,384) | (507,384) |
Balance (in shares) at Mar. 31, 2023 | 345,000 | 268,871,202 | |||
Balance at Mar. 31, 2023 | $ 69 | $ 53,772 | 18,119,792 | (16,852,697) | 1,320,936 |
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 |
Net loss for the period | $ (1,438,307) | ||||
Exchange of stock options for common stock (in shares) | 5,700,000 | ||||
Balance (in shares) at Sep. 30, 2023 | 345,000 | 284,104,032 | |||
Balance at Sep. 30, 2023 | $ 69 | $ 56,819 | 18,142,208 | (17,783,620) | $ 415,476 |
Balance (in shares) at Mar. 31, 2023 | 345,000 | 268,871,202 | |||
Balance at Mar. 31, 2023 | $ 69 | $ 53,772 | 18,119,792 | (16,852,697) | 1,320,936 |
Net loss for the period | $ 0 | $ 0 | 0 | (474,295) | (474,295) |
Common stock issued for liabilities (in shares) | 0 | 1,804,670 | |||
Common stock issued for liabilities | $ 0 | $ 361 | 17,726 | 0 | 18,087 |
Warrants exercised (in shares) | 0 | 12,500,000 | |||
Warrants exercised | $ 0 | $ 2,500 | (1,250) | 0 | 1,250 |
Balance (in shares) at Jun. 30, 2023 | 345,000 | 283,175,872 | |||
Balance at Jun. 30, 2023 | $ 69 | $ 56,633 | 18,136,268 | (17,326,992) | 865,978 |
Net loss for the period | $ 0 | $ 0 | 0 | (456,628) | (456,628) |
Common stock issued for liabilities (in shares) | 0 | 928,160 | |||
Common stock issued for liabilities | $ 0 | $ 186 | 5,940 | 0 | 6,126 |
Balance (in shares) at Sep. 30, 2023 | 345,000 | 284,104,032 | |||
Balance at Sep. 30, 2023 | $ 69 | $ 56,819 | $ 18,142,208 | $ (17,783,620) | $ 415,476 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 100 Months Ended | ||||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||||||
Net loss | $ (456,628) | $ (507,384) | $ (431,678) | $ (679,342) | $ (1,438,307) | $ (1,717,989) | $ (17,783,620) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation | 8,706 | 4,430 | |||||
Amortization - intangibles | 61,973 | 61,972 | |||||
Amortization - debt discount | 48,799 | 45,394 | |||||
Options issued for services | 0 | 89,696 | |||||
Prepaid expenses | (85,304) | (105,215) | |||||
Deposits | 0 | (11,793) | |||||
Accounts payable and accrued liabilities | 18,830 | 42,701 | |||||
Net cash used in operating activities | (1,214,695) | (1,356,788) | |||||
Cash Flows from Investing Activities | |||||||
Purchases of equipment | 46,034 | 80,265 | |||||
Cash Flows from Financing Activities | |||||||
Payments on notes payable | (76,597) | (9,946) | |||||
Proceeds from exercised warrants | 1,250 | 169,749 | |||||
Net cash used in financing activities | (75,347) | 159,803 | |||||
Net change in cash | (1,336,076) | (1,277,250) | |||||
Cash, beginning of period | $ 2,356,348 | $ 4,053,327 | 2,356,348 | 4,053,327 | |||
Cash, end of period | $ 1,020,272 | $ 2,776,077 | 1,020,272 | 2,776,077 | $ 1,020,272 | ||
Supplemental Disclosure of Cash flow Information | |||||||
Cash paid during the period for interest | 106,571 | 106,783 | |||||
Non-Cash Financing Activities | |||||||
Insurance premiums financed | 156,806 | 0 | |||||
Stock options exchanged for common stock | 0 | 180 | |||||
Common stock issued to satisfy liabilities | $ 24,213 | $ 46,729 |
Note 1 - Business Organization,
Note 1 - Business Organization, Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | Note 1 Business Organization, Nature of Business and Basis of Presentation 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 The accompanying condensed consolidated financial statements of the Company have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures made are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the Company’s year-end audited consolidated financial statements and related footnotes included in the previously filed Form 10-K, and in the opinion of management, reflects all adjustments necessary to present fairly the consolidated financial position of the Company. The consolidated results of operations for interim periods may not be indicative of the results which may be realized for the full year. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Business Description and Accounting Policies [Text Block] | Note 2 Summary of Significant Accounting Policies 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: September 30, 2023 2022 Options 77,158,160 53,158,160 Warrants 120,014,000 142,814,000 Series A convertible preferred stock 115,000 115,000 Convertible debt 45,155,537 45,155,537 Total potentially dilutive shares 242,442,697 241,242,697 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. |
Note 3 - Financing, Going Conce
Note 3 - Financing, Going Concern and Management's Plans | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | Note 3 Financing, Going Concern and Management s Plans The Company has committed capital and resources and expects these resources to fund current development plans through March 31, 2024. The Company has realized a cumulative net loss of $17,783,620 for the period from its inception (June 2, 2015) to September 30, 2023. The Company has positive working capital of $545,243 as of September 30, 2023; however, it has no revenues. Beyond a year following the issuance of these condensed consolidated financial statements, the Company has insufficient revenue and capital commitments to fund the development of its planned products, pay current operating expenses and debt commitments. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a year following the issuance of these condensed consolidated financial statements. The ability of the Company to continue as a going concern depends on the successful completion of the Company's capital raising efforts to fund the development of its planned products. The Company intends to continue to raise additional capital through debt and equity financings. There is no assurance that these funds will be sufficient to enable the Company to fully complete its development activities or attain profitable operations. If the Company is unable to obtain such additional financing on a timely basis or, notwithstanding any request the Company may make, the Company’s debt holders do not agree to convert their notes into equity or extend the maturity dates of their notes, the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations and liquidate. The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates the continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Note 4 - Intangibles
Note 4 - Intangibles | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | Note 4 Intangibles The following table sets forth patents and other intangibles: September 30, December 31, 2023 2022 Patent Gross Carrying Amount $ 1,400,000 $ 1,400,000 Other Intangible Gross Carrying Amount 12,007 12,007 Accumulated Amortization (567,005 ) (505,032 ) $ 845,002 $ 906,975 The patents were obtained with the September 30, 2016 reverse acquisition of the 3DIcon Corporation. 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 during 2021. Accumulated amortization was $5,400 and $3,600 as of September 30, 2023 and December 31, 2022, respectively. Amortization expense is expected to be recorded at $200 each month through June 30, 2026. |
Note 5 - Notes Payable
Note 5 - Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 5 Notes Payable September 30, December 31, 2023 2022 Notes payable: 8.29% Insurance premium finance agreement due June 2024 $ 141,607 $ 61,398 Current portion of long term debt 218,436 - Notes payable - current $ 360,043 $ 61,398 Long term debt: 10% Promissory note, principal payments start July 2024 $ 1,485,617 $ 1,485,617 Less: Current portion of long term debt (218,436 ) - Warrants issued (15,967 ) (51,755 ) Debt issuance costs (6,025 ) (19,036 ) Total long term debt $ 1,245,189 $ 1,414,826 8.29 % Insurance premium finance agreement, due by June 2024 The Company entered into an insurance financing agreement in August 2023 totaling $156,806. The monthly payments under the agreement are due in ten 10% Promissory note, principal payments start July 2024 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 July 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) tranches in amounts of $125,000 and $175,000 per month beginning in October 2019. The funding of the Promissory Note is at the discretion of DAF and may differ from the planned schedule. As of September 30, 2023, DAF has advanced $2,345,000 with no definitive date or commitment to advance the remaining $155,000. Interest is accrued monthly and paid in advance for the first six months and thereafter interest only payments shall be paid quarterly. 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 also communicated to the Company that interest only payments are due on a quarterly basis, which commenced in January of 2022. On May 12, 2023, the Company countersigned a second letter of variation (the Second Variation) to the credit agreement entered into on October 4, 2019, with DAF. Pursuant to the Second Variation, the Lender agreed to extend the repayment days for each advance made by Lender under the credit agreement by an additional four months. The first principal payment will be due on July 15, 2024 with all other terms and conditions of the credit facility remaining unchanged. 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%) of the average closing price of the Company’s common stock as reported on the over-the-counter quotation system on the OTC Markets during the fifteen (15) calendar days prior to the loan closing date of October 4, 2019, which calculates to $0.0329 per share. 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. There were no 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 are being amortized over the life of the debt. The Company amortized $13,011 and $11,048 during the nine months ended September 30, 2023 and 2022, respectively. Interest expense related to DAF of $110,592 and $102,434 during the nine months ended September 30, 2023 and 2022, respectively. |
Note 6 - Common Stock, Preferre
Note 6 - Common Stock, Preferred Stock, Warrants, and Options | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Equity [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, 9,500,000 options have been exchanged for 5,700,000 shares of common stock as of September 30, 2023 and December 31, 2022. 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) days prior to conversion at a discount rate of 50% to that fifteen (15) day average. On November 10, 2021, the Board of Directors consented to continue this practice through September 1, 2022. As part of this written consent, the Board of Directors included the use of both the 2018 and 2021 Equity Incentive Plans. On October 14, 2022 the Board of Directors further consented to extend this practice through September 1, 2023. The Company issued 2,732,830 shares under this consent for the nine months ended September 30, 2023 and 2,300,841 shares for the nine months ended September 30, 2022. 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 total 2,814,000 as of September 30, 2023 and December 31, 2022, 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 Company did not issue any new warrants for the nine months ended September 30, 2023 and 2022. The following table summarizes the Company’s warrants as of September 30, 2023: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, December 31, 2022 132,514,000 $ 0.0555 3.63 Exercised (12,500,000 ) 0.0001 Outstanding, September 30, 2023 120,014,000 $ 0.0612 2.88 $ 1,018,500 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. The Company recognized $0 and $89,696 of stock option expense during the nine months ended September 30, 2023 and 2022, respectively. Options Summary There was no option activity for the nine months ended September 30, 2023. The following table summarizes the Company’s options as of September 30, 2023: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, December 31, 2022 77,158,160 $ 0.070 Outstanding, September 30, 2023 77,158,160 $ 0.070 2.97 $ - Exercisable, September 30, 2023 77,158,160 $ 0.070 2.97 $ - The following table, based on exercise price, summarizes the Company’s options as of September 30, 2023: Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 0.028 24,000,000 4.04 24,000,000 $ 0.041 12,500,000 0.85 12,500,000 $ 0.055 950,000 3.48 950,000 $ 0.065 1,000,000 1.75 1,000,000 $ 0.105 38,500,000 3.00 38,500,000 $ 0.240 208,160 3.47 208,160 Total 77,158,160 2.97 77,158,160 |
Note 7 - Commitments
Note 7 - Commitments | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 7 Commitments Litigation, Claims, and Assessments The Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. In the opinion of management, such matters are currently not expected to have a material impact on the Company’s condensed consolidated financial statements. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements. 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 nine months ended September 30, 2023. 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 The Company is leasing office and laboratory space in Ann Arbor, Michigan. On May 1, 2022, the Company entered into an annual lease for corporate office space. The annual office rent obligation is $42,000 payable in equal monthly installments. 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 for the calendar year of 2022. The Company renewed the wet laboratory lease under the same terms for the calendar year of 2023. The annual rent obligation is $12,600 payable in equal monthly installments. Rent expense for the operating leases was $40,950 and $29,952 for the nine months ended September 30, 2023 and 2022, respectively. |
Note 8 - Subsequent Events
Note 8 - Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 8 Subsequent Events Adoption of The Coretec Group, Inc. 2023 Equity Incentive Plan On October 27, 2023, the Board of Directors of the Company approved The Coretec Group, Inc. 2023 Equity Incentive Plan (the “Plan”), which covers the potential issuance of 57,000,000 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. Incentive Compensation Grants On October 27, 2023, the Company granted five-year options to members of the Company’s management, employees and consultants, as incentive compensation. The Company granted the following options: (i) 5,000,000 options to Matthew Kappers, (ii) 5,000,000 options to Matthew L. Hoffman, (iii) 3,000,000 options to Victor F. Keen, (iv) 3,000,000 options to Simon Calton, (v) 1,000,000 options to Ron Dombrowski, and (vi) an aggregate of 7,000,000 options to employees and consultants of the Company. All of the options have an exercise price equal to $ 0.0235 and are deemed fully vested and immediately exercisable. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | 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, Policy [Policy Text Block] | 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. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | 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 and Intangible Assets, Goodwill, Policy [Policy Text Block] | 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, Plant and Equipment, Policy [Policy Text Block] | 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 or Disposal of Long-Lived Assets, Policy [Policy Text Block] | 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, Policy [Policy Text Block] | 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 |
Earnings Per Share, Policy [Policy Text Block] | 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: September 30, 2023 2022 Options 77,158,160 53,158,160 Warrants 120,014,000 142,814,000 Series A convertible preferred stock 115,000 115,000 Convertible debt 45,155,537 45,155,537 Total potentially dilutive shares 242,442,697 241,242,697 |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Research and development costs are expensed as incurred. |
Income Tax, Policy [Policy Text Block] | 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. |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Property, Plant and Equipment [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] | September 30, 2023 2022 Options 77,158,160 53,158,160 Warrants 120,014,000 142,814,000 Series A convertible preferred stock 115,000 115,000 Convertible debt 45,155,537 45,155,537 Total potentially dilutive shares 242,442,697 241,242,697 |
Note 4 - Intangibles (Tables)
Note 4 - Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | September 30, December 31, 2023 2022 Patent Gross Carrying Amount $ 1,400,000 $ 1,400,000 Other Intangible Gross Carrying Amount 12,007 12,007 Accumulated Amortization (567,005 ) (505,032 ) $ 845,002 $ 906,975 |
Note 5 - Notes Payable (Tables)
Note 5 - Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Long-Term Debt Instruments [Table Text Block] | September 30, December 31, 2023 2022 Notes payable: 8.29% Insurance premium finance agreement due June 2024 $ 141,607 $ 61,398 Current portion of long term debt 218,436 - Notes payable - current $ 360,043 $ 61,398 Long term debt: 10% Promissory note, principal payments start July 2024 $ 1,485,617 $ 1,485,617 Less: Current portion of long term debt (218,436 ) - Warrants issued (15,967 ) (51,755 ) Debt issuance costs (6,025 ) (19,036 ) Total long term debt $ 1,245,189 $ 1,414,826 |
Note 6 - Common Stock, Prefer_2
Note 6 - Common Stock, Preferred Stock, Warrants, and Options (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022 132,514,000 $ 0.0555 3.63 Exercised (12,500,000 ) 0.0001 Outstanding, September 30, 2023 120,014,000 $ 0.0612 2.88 $ 1,018,500 |
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, 2022 77,158,160 $ 0.070 Outstanding, September 30, 2023 77,158,160 $ 0.070 2.97 $ - Exercisable, September 30, 2023 77,158,160 $ 0.070 2.97 $ - |
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 4.04 24,000,000 $ 0.041 12,500,000 0.85 12,500,000 $ 0.055 950,000 3.48 950,000 $ 0.065 1,000,000 1.75 1,000,000 $ 0.105 38,500,000 3.00 38,500,000 $ 0.240 208,160 3.47 208,160 Total 77,158,160 2.97 77,158,160 |
Note 1 - Business Organizatio_2
Note 1 - Business Organization, Nature of Business and Basis of Presentation (Details Textual) - Series B Convertible Preferred Stock [Member] | Sep. 30, 2016 shares |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 4,760,872 |
Sale of Stock, Percentage of Ownership after Transaction | 65% |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill, Impairment Loss | $ 0 |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Estimated Useful Lives (Details) | Sep. 30, 2023 |
Furniture and Fixtures [Member] | |
Useful life (Year) | 7 years |
Equipment [Member] | |
Useful life (Year) | 7 years |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Antidilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Potentially dilutive shares (in shares) | 242,442,697 | 241,242,697 |
Options [Member] | ||
Potentially dilutive shares (in shares) | 77,158,160 | 53,158,160 |
Warrants [Member] | ||
Potentially dilutive shares (in shares) | 120,014,000 | 142,814,000 |
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 | 45,155,537 |
Note 3 - Financing, Going Con_2
Note 3 - Financing, Going Concern and Management's Plans (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 100 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | |
Net Income (Loss) Attributable to Parent | $ 456,628 | $ 474,295 | $ 507,384 | $ 431,678 | $ 606,969 | $ 679,342 | $ 1,438,307 | $ 1,717,989 | $ 17,783,620 |
Working Capital Deficit | $ 545,243 | $ 545,243 | $ 545,243 |
Note 4 - Intangibles (Details T
Note 4 - Intangibles (Details Textual) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Net, Ending Balance | $ 845,002 | $ 906,975 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 567,005 | 505,032 | |
Patents [Member] | |||
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 Three | 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 | ||
Computer Software, Intangible Asset [Member] | |||
Finite-Lived Intangible Assets, Net, Ending Balance | $ 12,007 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 5,400 | $ 3,600 | |
Finite Lived Intangible Asset, Monthly Amortization Costs | $ 200 |
Note 4 - Intangibles - Schedule
Note 4 - Intangibles - Schedule of Patents (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Accumulated Amortization | $ (567,005) | $ (505,032) |
Finite-Lived Intangible Assets, Net | 845,002 | 906,975 |
Patents [Member] | ||
Gross Carrying Amount | 1,400,000 | 1,400,000 |
Other Intangible Assets [Member] | ||
Gross Carrying Amount | $ 12,007 | $ 12,007 |
Note 5 - Notes Payable (Details
Note 5 - Notes Payable (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | 48 Months Ended | ||||
Oct. 04, 2019 | Sep. 30, 2023 | Aug. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Repayments of Notes Payable | $ 76,597 | $ 9,946 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 2,814,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.0612 | $ 0.0612 | $ 0.0612 | $ 0.0555 | |||
Amortization Associated With Commitment Fee | $ 13,011 | $ 11,048 | |||||
Warrant Issued in Connection With Credit Agreement [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 3,000,000 | 2,814,000 | 2,814,000 | 2,814,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.052 | ||||||
Class of Warrant or Right, Issued During Period | 0 | 210,000 | |||||
Amortization Expense Associated With Warrants | $ 35,788 | $ 34,346 | |||||
Insurance Financing Agreement [Member] | |||||||
Debt Instrument, Face Amount | $ 156,806 | ||||||
Debt Instrument, Term | 10 months | ||||||
Debt Instrument, Periodic Payment | $ 16,283 | ||||||
Repayments of Notes Payable | $ 16,283 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.29% | 8.29% | 8.29% | ||||
Credit Agreement And Note [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 10% | 10% | 10% | |||
Debt Agreement, Maximum Borrowing Capacity | $ 2,500,000 | ||||||
Debt Instrument, Number of Tranches | 16 | ||||||
Proceeds from Notes Payable, Total | $ 2,345,000 | ||||||
Debt Instrument, Notes Payable, Portion Not Advanced | $ 155,000 | $ 155,000 | $ 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) | $ 0.0329 | ||||||
Line of Credit Facility, Commitment Fee Percentage | 3% | ||||||
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 | ||||||
DAF Credit Agreement [Member] | |||||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 110,592 | $ 102,434 |
Note 5 - Notes Payable - Schedu
Note 5 - Notes Payable - Schedule of Debt (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
8.29% Insurance premium finance agreement due June 2024 | $ 360,043 | $ 61,398 |
Total long term debt | 1,245,189 | 1,414,826 |
Insurance Financing Agreement [Member] | ||
8.29% Insurance premium finance agreement due June 2024 | 141,607 | 61,398 |
Current portion of long term debt | 218,436 | 0 |
Notes payable - current | 360,043 | 61,398 |
Current portion of long term debt | (218,436) | 0 |
Credit Agreement And Note [Member] | ||
Current portion of long term debt | 218,436 | 0 |
10% Promissory note, principal payments start July 2024 | 1,485,617 | 1,485,617 |
Current portion of long term debt | (218,436) | 0 |
Warrants issued | (15,967) | (51,755) |
Debt issuance costs | $ (6,025) | $ (19,036) |
Note 5 - Notes Payable - Sche_2
Note 5 - Notes Payable - Schedule of Debt (Details) (Parentheticals) | Sep. 30, 2023 | Oct. 04, 2019 |
Insurance Financing Agreement [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 8.29% | |
Credit Agreement And Note [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 10% |
Note 6 - Common Stock, Prefer_3
Note 6 - Common Stock, Preferred Stock, Warrants, and Options (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended | |||||
Mar. 02, 2021 | Jun. 08, 2020 | Oct. 04, 2019 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Oct. 22, 2020 | |
Share Exchange Agreement, Number of Options Authorized | 21,500,000 | ||||||
Share Exchange Agreement, Exchange Ratio | 60% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exchanged | 9,500,000 | ||||||
Stock Issued During Period, Shares, Stock Options Exchanged for Common Shares | 5,700,000 | 5,700,000 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 2,814,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.0612 | $ 0.0555 | |||||
Share-Based Payment Arrangement, Expense | $ 0 | $ 89,696 | |||||
Private Placement [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 23,500,000 | ||||||
Proceeds from Issuance or Sale of Equity | $ 6,000,000 | ||||||
Warrant Issued in Connection With Credit Agreement [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 3,000,000 | 2,814,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.052 | ||||||
Class of Warrant or Right, Number of Warrants Issued Per Dollar in the Event of Funding Deviation | 1.2 | ||||||
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 (in shares) | 51,500,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.0001 | ||||||
Class of Warrant or Right, Purchase Price of Warrants or Rights | $ 0.08 | ||||||
Warrants [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 82,500,000 | ||||||
Class of Warrant or Right, Purchase Price of Warrants or Rights | $ 0.0799 | ||||||
Placement Agent Warrants [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 6,000,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.10 | ||||||
Warrants Ownership Percentage, Maximum Limit | 8% | ||||||
S8 Common Stock [Member] | |||||||
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 | 2,732,830 | 2,300,841 |
Note 6- Common Stock, Preferred
Note 6- Common Stock, Preferred Stock, Warrants and Options - Warrants (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Warrants, number (in shares) | 132,514,000 | |
Warrants, exercise price (in dollars per share) | $ 0.0555 | |
Warrants, remaining life (Year) | 2 years 10 months 17 days | 3 years 7 months 17 days |
Exercised, number (in shares) | (12,500,000) | |
Exercised, exercise price (in dollars per share) | $ 0.0001 | |
Outstanding, number (in shares) | 120,014,000 | 132,514,000 |
Outstanding, exercise price (in dollars per share) | $ 0.0612 | $ 0.0555 |
Outstanding, intrinsic value | $ 1,018,500 |
Note 6 - Common Stock, Prefer_4
Note 6 - Common Stock, Preferred Stock, Warrants and Options - Option Activity (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Outstanding, options (in shares) | shares | 77,158,160 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 0.070 |
Outstanding, options (in shares) | shares | 77,158,160 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 0.070 |
Outstanding, weighted average remaining life (Year) | 2 years 11 months 19 days |
Outstanding, aggregate intrinsic value | $ | $ 0 |
Exercisable, options (in shares) | shares | 77,158,160 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 0.070 |
Exercisable, weighted average remaining life (Year) | 2 years 11 months 19 days |
Exercisable, aggregate intrinsic value | $ | $ 0 |
Note 6 - Common Stock, Prefer_5
Note 6 - Common Stock, Preferred Stock, Warrants and Options - Shares Authorized Under Stock Option Plans (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Option Outstanding, Number Of Options (in shares) | 77,158,160 |
Option Exercisable, Weighted Average Remaining Life In Years (Year) | 2 years 11 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 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) | 10 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) | 3 years 5 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) | 1 year 9 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 |
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) | 3 years 5 months 19 days |
Option Exercisable, Number Of Options (in shares) | 208,160 |
Note 7 - Commitments (Details T
Note 7 - Commitments (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | 13 Months Ended | ||||
Jun. 30, 2017 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 31, 2016 | Dec. 31, 2022 | May 01, 2022 | Dec. 14, 2021 | |
Operating Lease, Expense | $ 40,950 | $ 29,952 | |||||
Wet Laboratory in Office Headquarters [Member] | |||||||
Lessee, Operating Lease, Liability, to be Paid | $ 12,600 | ||||||
Ann Arbor, Michigan [Member] | |||||||
Lessee, Operating Lease, Liability, to be Paid | $ 42,000 | ||||||
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 - Subsequent Events (Det
Note 8 - Subsequent Events (Details Textual) - Subsequent Event [Member] | Oct. 27, 2023 $ / shares shares |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 0.0235 |
Chief Executive Officer [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 5,000,000 |
Chief Financial Officer [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 5,000,000 |
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 |
Director [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 1,000,000 |
Employees and Consultants [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 7,000,000 |
The 2023 Equity Incentive Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 57,000,000 |