Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 14, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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 | 333 Jackson Plaza, STE 460 | |
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) | 336,738,361 | |
Entity Central Index Key | 0001375195 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 4,437 | $ 523,988 |
Prepaid expenses | 35,264 | 132,680 |
Prepaid warrant repurchase | 250,000 | 0 |
Total current assets | 289,701 | 656,668 |
Property and equipment, net | 101,846 | 109,766 |
Other assets: | ||
Intangibles, net | 783,031 | 824,345 |
Goodwill | 166,000 | 166,000 |
Deposits | 4,550 | 4,550 |
Total other assets | 953,581 | 994,895 |
Total Assets | 1,345,128 | 1,761,329 |
Current liabilities: | ||
Accounts payable and accrued expenses | 252,462 | 75,918 |
Notes payable, current portion | 1,346,075 | 571,451 |
Total current liabilities | 1,598,537 | 647,369 |
Long term debt, net | 389,542 | 1,003,816 |
Total Liabilities | 1,988,079 | 1,651,185 |
Stockholders' equity (deficit): | ||
Preferred stock, Series A convertible, $0.0002 par value, 500,000 shares authorized; 345,000 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively. | 69 | 69 |
Common stock $0.0002 par value, 1,500,000,000 shares authorized; 336,738,361 and 284,104,032 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively. | 67,346 | 56,819 |
Additional paid-in capital | 18,801,033 | 18,706,208 |
Accumulated deficit | (19,511,399) | (18,652,952) |
Total Stockholders' Equity (Deficit) | (642,951) | 110,144 |
Total Liabilities and Stockholders' Equity (Deficit) | 1,345,128 | 1,761,329 |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Long term debt, net | 139,542 | 1,003,816 |
Related Party [Member] | ||
Current liabilities: | ||
Long term debt, net | $ 250,000 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
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) | 336,738,361 | 284,104,032 |
Common Stock, Shares, Outstanding (in shares) | 336,738,361 | 284,104,032 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income: | ||||
Revenue | $ 0 | $ 0 | ||
Expenses: | ||||
Research and development | 59,801 | 121,445 | $ 182,254 | $ 233,348 |
General and administrative | 234,753 | 305,796 | 592,852 | 652,990 |
Interest | 39,781 | 52,849 | 84,299 | 106,929 |
Total expenses | 334,335 | 480,090 | 859,405 | 993,267 |
Other income | 111 | 5,795 | 958 | 11,588 |
Net loss | $ (334,224) | $ (474,295) | $ (858,447) | $ (981,679) |
Loss per share: | ||||
Basic and diluted (in dollars per share) | $ (0.001) | $ (0.002) | $ (0.003) | $ (0.004) |
Weighted average shares outstanding, basic and diluted (in shares) | 317,074,335 | 275,885,045 | 304,971,806 | 272,378,123 |
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, 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 | (981,679) | ||||
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 |
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 |
Warrants exercised (in shares) | 0 | 12,500,000 | |||
Warrants exercised | $ 0 | $ 2,500 | (1,250) | 0 | 1,250 |
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 |
Stock Issued During Period, Shares, Warrants Exercised (in shares) | 0 | 12,500,000 | |||
Stock Issued During Period, Value, 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 |
Balance (in shares) at Dec. 31, 2023 | 345,000 | 284,104,032 | |||
Balance at Dec. 31, 2023 | $ 69 | $ 56,819 | 18,706,208 | (18,652,952) | 110,144 |
Common stock issued for services (in shares) | 0 | 903,224 | |||
Common stock issued for services | $ 0 | $ 181 | 8,779 | 0 | 8,960 |
Warrants exercised (in shares) | 0 | 14,861,316 | |||
Warrants exercised | $ 0 | $ 2,972 | (2,972) | 0 | 0 |
Options exercised (in shares) | 0 | 1,500,000 | |||
Options exercised | $ 0 | $ 300 | (300) | 0 | 0 |
Net loss for the period | $ 0 | $ 0 | 0 | (524,223) | (524,223) |
Stock Issued During Period, Shares, Warrants Exercised (in shares) | 0 | 14,861,316 | |||
Stock Issued During Period, Value, Warrants Exercised | $ 0 | $ 2,972 | (2,972) | 0 | 0 |
Balance (in shares) at Mar. 31, 2024 | 345,000 | 301,368,572 | |||
Balance at Mar. 31, 2024 | $ 69 | $ 60,272 | 18,711,715 | (19,177,175) | (405,119) |
Balance (in shares) at Dec. 31, 2023 | 345,000 | 284,104,032 | |||
Balance at Dec. 31, 2023 | $ 69 | $ 56,819 | 18,706,208 | (18,652,952) | $ 110,144 |
Options exercised (in shares) | 3,000,000 | ||||
Net loss for the period | $ (858,447) | ||||
Balance (in shares) at Jun. 30, 2024 | 345,000 | 336,738,361 | |||
Balance at Jun. 30, 2024 | $ 69 | $ 67,346 | 18,801,033 | (19,511,399) | (642,951) |
Balance (in shares) at Mar. 31, 2024 | 345,000 | 301,368,572 | |||
Balance at Mar. 31, 2024 | $ 69 | $ 60,272 | 18,711,715 | (19,177,175) | (405,119) |
Warrants exercised (in shares) | 13,680,579 | ||||
Warrants exercised | $ 2,736 | (2,736) | |||
Net loss for the period | $ 0 | $ 0 | 0 | (334,224) | (334,224) |
Common stock issued for liabilities (in shares) | 0 | 21,689,210 | |||
Common stock issued for liabilities | $ 0 | $ 4,338 | 92,054 | 0 | 96,392 |
Stock Issued During Period, Shares, Warrants Exercised (in shares) | 13,680,579 | ||||
Stock Issued During Period, Value, Warrants Exercised | $ 2,736 | (2,736) | |||
Balance (in shares) at Jun. 30, 2024 | 345,000 | 336,738,361 | |||
Balance at Jun. 30, 2024 | $ 69 | $ 67,346 | $ 18,801,033 | $ (19,511,399) | $ (642,951) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows from Operating Activities | ||
Net loss | $ (858,447) | $ (981,679) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 7,920 | 4,746 |
Amortization - intangibles | 41,314 | 41,315 |
Amortization - debt discount | 5,726 | 32,532 |
Change in: | ||
Prepaid expenses | 97,416 | 82,722 |
Prepaid warrant repurchase | 250,000 | 0 |
Accounts payable and accrued liabilities | 281,896 | 15,531 |
Net cash used in operating activities | (674,175) | (804,833) |
Cash Flows from Investing Activities | ||
Purchases of equipment | 0 | 41,374 |
Cash Flows from Financing Activities | ||
Payments on notes payable | (95,376) | (61,398) |
Proceeds from exercised warrants | 0 | 1,250 |
Proceeds from debt and - related party | 250,000 | 0 |
Net cash provided by (used in) financing activities | 154,624 | (60,148) |
Net change in cash | (519,551) | (906,355) |
Cash, beginning of period | 523,988 | 2,356,348 |
Cash, end of period | 4,437 | 1,449,993 |
Cash paid during the period for interest | 2,320 | 68,359 |
Non-Cash Financing Activities | ||
Common stock issued to satisfy liabilities | $ 105,352 | $ 18,087 |
Note 1 - Business Organization,
Note 1 - Business Organization, Nature of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2024 | |
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 | 6 Months Ended |
Jun. 30, 2024 | |
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 Laboratory 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: June 30, 2024 2023 Options 98,158,160 77,158,160 Warrants 91,314,000 120,014,000 Series A convertible preferred stock 115,000 115,000 Convertible debt 123,280,537 45,155,537 Total potentially dilutive shares 312,867,697 242,442,697 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 | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | Note 3 Financing, Going Concern and Management s Plans As of this report, the Company has insufficient revenue and capital commitments to fund the development of its planned products, pay current operating expenses and debt commitments beyond a year following the issuance of these consolidated financial statements. 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 consolidated financial statements. On March 1, 2024, the Company entered into a Share Exchange Agreement with Core Optics, LLC, a Virginia limited liability company (“Core Optics”), Core Optics Co., Ltd., a Republic of Korea corporation (“Operating Subsidiary”) and Core SS LLC, a Virginia limited liability company (the “Member”), which Member holds all outstanding membership interests in Core Optics. Pursuant to the Share Exchange Agreement, the closing of which remains subject to the satisfaction of various closing conditions, the Member agreed to sell all of its membership interests in Core Optics to the Company in exchange for the Company’s issuance of certain shares of Series C Convertible Preferred Stock, par value $0.0002 per share, of the Company; and (ii) certain shares of the Company’s common stock, for the Membership Interests so transferred by the Member (the “Exchange”). Upon consummation of the Exchange, Core Optics will be a wholly-owned-direct subsidiary of the Company, Operating Subsidiary will be a wholly-owned-indirect subsidiary of the Company, the combined company will continue to operate under the name The Coretec Group, Inc., the Company’s common stock will continue to trade under the ticker symbol “CRTG”, and the Member is expected to beneficially own approximately 80% of the Company’s common stock on a fully-diluted basis. Each share of the Series C Preferred Stock is expected to be convertible into 150 shares of common stock and has a stated value of $3.00. The Preferred Stock is not expected to: require the payment of any dividends; include any operational covenants; or require the Company to redeem the Series C Preferred Stock. Each holder of Series C Preferred Stock is expected to be entitled to cast the number of votes equal to the number of shares of Company common stock into which the Series C Preferred Stock held by such holder are convertible. In addition, it is expected that all outstanding Series C Preferred Stock will be automatically converted after a mandatory conversion event, which will be set forth in a certificate of designation that the Company would file with the Secretary of the State of Oklahoma at or before the closing of the Exchange. On June 27, 2024, the Company, Core Optics, the Operating Subsidiary and the Member entered into an amendment to the Share Exchange Agreement (the “Amendment Agreement”). Pursuant to the Amendment Agreement the parties agreed to amend Sections 1.1, 9 and 10 of the Share Exchange Agreement. These amendments are intended to memorialize the understanding between the parties related to the beneficial holding of the combined company, wherein after the successful completion of the Share Exchange, the Member or its designee(s) shall beneficially own approximately 80% of the Company’s Common Stock, on a fully diluted basis, immediately prior to closing and after giving effect to any issuances by the Company. In addition, the parties have agreed to certain additional closing conditions and to extend the final date of the Share Exchange Agreement to July 31, 2024. On July 31, 2024, the parties have entered into an Amendment No. 2 to the Share Exchange Agreement (“Second Amendment Agreement”), to further extend the final date of the Share Exchange Agreement, as amended, to August 15, 2024. All parties continue to progress to complete certain pre-closing and closing conditions, under the Share Exchange Agreement and the First Amendment Agreement and all transactions contemplated by the Share Exchange Agreement. Consummation of the Exchange may also be deemed as a fundamental transaction under certain outstanding derivative securities, which could result, among other things, in a mandatory cash redemption payment based on the Black-Scholes value on the outstanding instrument. Consummation of the Exchange is subject to customary conditions, including without limitation, (i) the delivery to the Company by the Member or its designees, if any, of a representation letter attesting to its status as an “accredited investor;” (ii) the delivery to the Company by the Member or its designees, if any, a lock up agreement in the form attached to the Share Exchange Agreement; (iii) the delivery by the Company of lock up agreements, in the form attached to the Share Exchange Agreement, from certain members of the Company’s management; (iv) the delivery to the Company of the required consolidated financial statements, as specified under the Share Exchange Agreement; (v) delivery by the Company to Core Optics of an applicable notice or approval from the OTC Markets that Company’s Common Stock continue to be quoted on the OTCQB after the Closing; and (vi) delivery by the Company and Core Optics of all required consents to consummate the transaction and meet the standard closing conditions. Pursuant to the Amendment Agreement the Exchange also become subject to certain additional closing conditions, including without limitation, (i) waiver by Series A Preferred Stock Holders, (ii) cancellation or waiver of fundamental transaction cash payment terms, (iii) settlement of all accounts of the Company; and (iv) mandatory conversion or settlement of all principal amount and accrued interest on the outstanding DAF Note. The Share Exchange Agreement contains certain termination rights for the Company, Core Optics, and the Member. The Company and the Core Optics management team are actively working toward a closing date for the merger. Both parties are engaged in carefully proceeding fulfill all pre-closing and closing conditions. The ability of the Company to continue as a going concern depends on the successful completion of the Company's referenced share exchange agreement with Core Optics, LLC and the ability of the Company, post-merger, to fund the combined entities activities and development of its planned products. In the event that the referenced share exchange agreement does not close, then the Company intends to continue to raise additional capital through other 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 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 consolidated financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Note 4 - Intangibles
Note 4 - Intangibles | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | Note 4 Intangibles The following table sets forth patents and other intangibles: June 30, December 31, 2024 2023 Patents $ 1,400,000 $ 1,400,000 Website development costs 12,007 12,007 Accumulated amortization (628,976 ) (587,662 ) Net intangible assets $ 783,031 $ 824,345 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. |
Note 5 - Property, Plant and Eq
Note 5 - Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | Note 5 Property, Plant and Equipment The following table sets forth the tangible assets: June 30, December 31, 2024 2023 Laboratory equipment $ 127,191 $ 127,191 Accumulated depreciation (25,345 ) (17,425 ) Net property, plant and equipment $ 101,846 $ 109,766 The Company’s laboratory equipment primarily consists of assets utilized for synthesis, battery manufacturing, testing and analysis. |
Note 6 - Debt
Note 6 - Debt | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 6 Debt Notes payable and long-term debt consists of the following: June 30, December 31, 2024 2023 Notes payable: 8.29% Insurance premium finance agreement due June 2024 $ - $ 95,376 Current portion of long term debt 1,485,617 476,075 Notes payable - current $ 1,485,617 $ 571,451 Long term debt: 10% promissory note, principal payments start July 2024 $ 1,346,075 $ 1,485,617 8% related party promissory note, due December 2025 250,000 - Less: Current portion of long term debt (1,485,617 ) (476,075 ) Warrants issued - (1,688 ) Debt issuance costs - (4,038 ) Total long term debt $ 389,542 $ 1,003,816 8.29 % Insurance premium finance agreement, due 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 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 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. 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 $1,688 and $8,674 during the six months ended June 30, 2024 and 2023, respectively. Interest payments were made to DAF of $0 and $68,359 during the six months ended June 30, 2024 and 2023, respectively. The following table sets forth the DAF principal payment schedule by year: Year Principal payments due 2024 476,075 2025 870,000 2026 139,542 $ 1,485,617 8.00 % Related party promissory note, principal and interest due December 2025 The Company entered into a convertible promissory note on June 18, 2024 with Mr. Keen. The maturity date of the note is 18 months from the date of issuance. Interest on the unpaid principal balance of the note accrues at 8% per annum, payable on maturity. The note is subject to a mandatory conversion provision if the transaction as reported in the form 8K submitted with the SEC on March 6, 2024, is successfully consummated. On closing of such transaction, the note shall automatically and mandatorily convert into common shares, and the note holder shall be issued warrants purchase up to 78,125,000 shares of common stock of the Company at an exercise price of $0.007. The Warrants shall be exercisable for a period of five (5) years from the date of issuance. Mr. Keen is Co-Chairman of the Board of Directors of the Company. |
Note 7 - Equity Incentive Plans
Note 7 - Equity Incentive Plans | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | Note 7 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, I Performance Share Awards, and (f) Performance Cash Awards. There were 0 shares available for issuance under the 2021 EIP as of June 30, 2024. On October 27, 2023, the Board of Directors approved The Coretec Group, Inc. 2023 Equity Incentive Plan (the “2023 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, I Performance Share Awards, and (f) Performance Cash Awards. There were 11,907,566 shares available for issuance under the 2023 EIP as of June 30, 2024. |
Note 8 - Common Stock, Preferre
Note 8 - Common Stock, Preferred Stock, Warrants, and Options | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Equity [Text Block] | Note 8 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 June 30, 2024. On October 27, 2023 the Board of Directors consented to extend the previous practice of satisfying accrued liabilities of vendors by issuing common stock from the equity incentive plans through September 1, 2024. 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 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 June 30, 2024 and December 31, 2023. 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 six months ended June 30, 2024. The following table summarizes the Company’s warrants as of June 30, 2024: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, December 31, 2023 120,014,000 $ 0.0612 2.63 Exercised (28,700,000 ) 0.0001 Outstanding, June 30, 2024 91,314,000 $ 0.0805 2.11 $ - 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 of stock option expense during the six months ended June 30, 2024 and 2023. Options Summary The following table summarizes the Company’s options as of June 30, 2024: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, December 31, 2023 101,158,160 $ 0.059 Options exercised (3,000,000 ) 0.024 Outstanding, June 30, 2024 98,158,160 $ 0.060 2.67 $ - Exercisable, June 30, 2024 98,158,160 $ 0.060 2.67 $ - The following table, based on exercise price, summarizes the Company’s options as of June 30, 2024: Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 0.024 21,000,000 4.32 21,000,000 $ 0.028 24,000,000 3.29 24,000,000 $ 0.041 12,500,000 0.10 12,500,000 $ 0.055 950,000 2.73 950,000 $ 0.065 1,000,000 1.00 1,000,000 $ 0.105 38,500,000 2.25 38,500,000 $ 0.240 208,160 2.72 208,160 Total 98,158,160 2.67 98,158,160 |
Note 9 - Commitments
Note 9 - Commitments | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 9 Commitments and Contingencies 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. Warrant Purchase Agreement On June 17, 2024, the Company entered into a Warrant Purchase Agreement with an Investor (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company will purchase from the Investor all outstanding Warrants issued to the Investor, for an aggregate purchase price of $500,000. The Company paid an initial $250,000 to the Investor, included as a prepaid warrant repurchase in the condensed consolidated balance sheet, and has agreed to pay the Investor an additional payment of $250,000, if the Share Exchange transaction is successfully consummated (“Final Payment”). Following the delivery of the Final Payment to the Investors, the Investors will relinquish all rights, title and interest in the Warrants and assign the same to the Company, and the Warrants will be cancelled. Real property leases The Company is headquartered in Ann Arbor, Michigan where it is leasing office space and a wet laboratory, under gross lease terms. The office lease and wet laboratory leases were separate contracts. The annual rent obligation for the wet laboratory was $12,600 payable in equal monthly installments for the calendar years of 2022 and 2023. On December 15, 2023, the Company entered into a short renewal period for January 1, 2024 through April 30, 2024 under the same monthly financial terms. On May 1, 2022 the Company entered into an annual lease for dedicated office space. The annual office rent obligation was $42,000 payable in equal monthly installments. The company renewed this lease for the period of May 1, 2023 through April 30, 2024 under the same financial terms. On February 1, 2024 the Company entered into an annual lease for a suite to house both wet laboratory space and administrative offices on the same business campus. The annual office rent obligation is $54,000 payable in equal monthly installments, under gross lease terms. The prior office lease also terminated on February 1, 2024 and the prior wet laboratory lease terminated on February 29, 2024. Rent expense for the wet lab and office operating leases was $28,100 and $27,300 for the six months ended June 30, 2024 and 2023, respectively; and $13,500 and $13,650 for the three months ended June 30, 2024 and 2023, respectively. |
Note 10 - Subsequent Events
Note 10 - Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 10 Subsequent Events Second Amendment to Share Exchange Agreement As previously disclosed, on March 1, 2024, the Company entered into a Share Exchange Agreement with Core Optics, the Operating Subsidiary and the Member, which Member holds all outstanding membership interests in Core Optics. On June 27, 2024, the Company, Core Optics, the Operating Subsidiary and the Member entered into an Amendment Agreement, pursuant to which Amendment Agreement the parties had agreed to certain amendments to the Share Exchange Agreement, including to extend the final date of the Share Exchange Agreement to July 31, 2024. On July 31, 2024, the parties entered into the Second Amendment Agreement to further extend the final date of the Share Exchange Agreement, as amended, to August 15, 2024. All parties continue to progress to complete certain pre-closing and closing conditions, under the Share Exchange Agreement and the First Amendment Agreement. |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2024 | |
Insider Trading Arr Line Items | |
Material Terms of Trading Arrangement [Text Block] | Item 5. Other Information. Rule 10b5-1 Trading Arrangement During the six months ended June 30, 2024, no |
Rule 10b5-1 Arrangement Adopted [Flag] | false |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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 Laboratory 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: June 30, 2024 2023 Options 98,158,160 77,158,160 Warrants 91,314,000 120,014,000 Series A convertible preferred stock 115,000 115,000 Convertible debt 123,280,537 45,155,537 Total potentially dilutive shares 312,867,697 242,442,697 |
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) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Property Plant and Equipment, Estimated Useful Lives [Table Text Block] | Asset Description Estimated Lives (years) Furniture and fixtures 7 Laboratory Equipment 7 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | June 30, 2024 2023 Options 98,158,160 77,158,160 Warrants 91,314,000 120,014,000 Series A convertible preferred stock 115,000 115,000 Convertible debt 123,280,537 45,155,537 Total potentially dilutive shares 312,867,697 242,442,697 |
Note 4 - Intangibles (Tables)
Note 4 - Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | June 30, December 31, 2024 2023 Patents $ 1,400,000 $ 1,400,000 Website development costs 12,007 12,007 Accumulated amortization (628,976 ) (587,662 ) Net intangible assets $ 783,031 $ 824,345 |
Note 5 - Property, Plant and _2
Note 5 - Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | June 30, December 31, 2024 2023 Laboratory equipment $ 127,191 $ 127,191 Accumulated depreciation (25,345 ) (17,425 ) Net property, plant and equipment $ 101,846 $ 109,766 |
Note 6 - Debt (Tables)
Note 6 - Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Schedule of Long-Term Debt Instruments [Table Text Block] | June 30, December 31, 2024 2023 Notes payable: 8.29% Insurance premium finance agreement due June 2024 $ - $ 95,376 Current portion of long term debt 1,485,617 476,075 Notes payable - current $ 1,485,617 $ 571,451 Long term debt: 10% promissory note, principal payments start July 2024 $ 1,346,075 $ 1,485,617 8% related party promissory note, due December 2025 250,000 - Less: Current portion of long term debt (1,485,617 ) (476,075 ) Warrants issued - (1,688 ) Debt issuance costs - (4,038 ) Total long term debt $ 389,542 $ 1,003,816 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | Year Principal payments due 2024 476,075 2025 870,000 2026 139,542 $ 1,485,617 |
Note 8 - Common Stock, Prefer_2
Note 8 - Common Stock, Preferred Stock, Warrants, and Options (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023 120,014,000 $ 0.0612 2.63 Exercised (28,700,000 ) 0.0001 Outstanding, June 30, 2024 91,314,000 $ 0.0805 2.11 $ - |
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, 2023 101,158,160 $ 0.059 Options exercised (3,000,000 ) 0.024 Outstanding, June 30, 2024 98,158,160 $ 0.060 2.67 $ - Exercisable, June 30, 2024 98,158,160 $ 0.060 2.67 $ - |
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 $ 0.024 21,000,000 4.32 21,000,000 $ 0.028 24,000,000 3.29 24,000,000 $ 0.041 12,500,000 0.10 12,500,000 $ 0.055 950,000 2.73 950,000 $ 0.065 1,000,000 1.00 1,000,000 $ 0.105 38,500,000 2.25 38,500,000 $ 0.240 208,160 2.72 208,160 Total 98,158,160 2.67 98,158,160 |
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 | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Goodwill, Impairment Loss | $ 0 |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Estimated Useful Lives (Details) | Jun. 30, 2024 |
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 | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Potentially dilutive shares (in shares) | 312,867,697 | 242,442,697 |
Options [Member] | ||
Potentially dilutive shares (in shares) | 98,158,160 | 77,158,160 |
Warrants [Member] | ||
Potentially dilutive shares (in shares) | 91,314,000 | 120,014,000 |
Series A Convertible Preferred Stock [Member] | ||
Potentially dilutive shares (in shares) | 115,000 | 115,000 |
Convertible Debt Securities [Member] | ||
Potentially dilutive shares (in shares) | 123,280,537 | 45,155,537 |
Note 3 - Financing, Going Con_2
Note 3 - Financing, Going Concern and Management's Plans (Details Textual) - $ / shares | Jun. 30, 2024 | Jun. 27, 2024 | Mar. 01, 2024 | Dec. 31, 2023 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0002 | $ 0.0002 | ||
Series C Preferred Stock [Member] | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 150 | |||
Preferred Stock, Stated Value Per Share | $ 3 | |||
Core Optics, LLC [Member] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Percentage of Beneficial Ownership After Issuance | 8,000% | 80% | ||
Core Optics, LLC [Member] | Series C Preferred Stock [Member] | ||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0002 |
Note 4 - Intangibles (Details T
Note 4 - Intangibles (Details Textual) - Patents [Member] | Jun. 30, 2024 USD ($) |
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 |
Note 4 - Intangibles - Schedule
Note 4 - Intangibles - Schedule of Patents (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Accumulated Amortization | $ (628,976) | $ (587,662) |
Net intangible assets | 783,031 | 824,345 |
Patents [Member] | ||
Gross Carrying Amount | 1,400,000 | 1,400,000 |
Website Development Costs [Member] | ||
Gross Carrying Amount | $ 12,007 | $ 12,007 |
Note 5 - Property, Plant and _3
Note 5 - Property, Plant and Equipment - Tangible Assets (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Accumulated depreciation | $ (25,345) | $ (17,425) |
Net property, plant and equipment | 101,846 | 109,766 |
Equipment [Member] | ||
Property, plant and equipment, gross | $ 127,191 | $ 127,191 |
Note 6 - Debt (Details Textual)
Note 6 - Debt (Details Textual) | 1 Months Ended | 6 Months Ended | 12 Months Ended | 57 Months Ended | |||
Jun. 18, 2024 $ / shares shares | Oct. 04, 2019 USD ($) $ / shares shares | Aug. 31, 2023 USD ($) | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) $ / shares shares | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 2,814,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.0805 | $ 0.0612 | $ 0.0805 | ||||
Amortization Associated With Commitment Fee | $ 1,688 | $ 8,674 | |||||
Warrant Issued in Connection With Credit Agreement [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 3,000,000 | 2,814,000 | 2,814,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.052 | ||||||
Convertible Promissory Note Warrants [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | shares | 78,125,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.007 | ||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||
Insurance Financing Agreement Due June 2024 [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.29% | 8.29% | 8.29% | 8.29% | |||
Debt Instrument, Face Amount | $ 156,806 | ||||||
Debt Instrument, Term | 10 months | ||||||
Debt Instrument, Periodic Payment | $ 16,283 | ||||||
Repayments of Long-Term Debt | $ 113,979 | $ 65,131 | |||||
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 | |||||
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 | ||||||
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 | $ 0 | $ 68,359 | |||||
Convertible Promissory Note June 18, 2024 [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | ||||||
Debt Instrument, Term | 18 months |
Note 6 - Debt - Schedule of Deb
Note 6 - Debt - Schedule of Debt (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Aug. 31, 2023 | Oct. 04, 2019 |
Notes payable, current portion | $ 1,346,075 | $ 571,451 | ||
Current portion of long term debt | 1,485,617 | 476,075 | ||
Current portion of long term debt | (1,485,617) | (476,075) | ||
Total long term debt | $ 389,542 | $ 1,003,816 | ||
Insurance Financing Agreement Due June 2024 [Member] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 8.29% | 8.29% | 8.29% | |
Notes payable, current portion | $ 0 | $ 95,376 | ||
Current portion of long term debt | 1,485,617 | 476,075 | ||
Notes payable - current | 1,485,617 | 571,451 | ||
Current portion of long term debt | $ (1,485,617) | $ (476,075) | ||
Credit Agreement And Note [Member] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 10% | 10% | |
10% promissory note, principal payments start July 2024 | $ 1,346,075 | $ 1,485,617 | ||
Warrants issued | 0 | (1,688) | ||
Debt issuance costs | $ 0 | $ (4,038) | ||
Promissory Note Due December 2025 [Member] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | 8% | ||
10% promissory note, principal payments start July 2024 | $ 250,000 |
Note 6 - Debt - Principal Payme
Note 6 - Debt - Principal Payment Schedule (Details) | Jun. 30, 2024 USD ($) |
2024 | $ 476,075 |
2025 | 870,000 |
2026 | 139,542 |
Long-Term Debt | $ 1,485,617 |
Note 7 - Equity Incentive Pla_2
Note 7 - Equity Incentive Plans (Details Textual) - shares | Jun. 30, 2024 | Oct. 27, 2023 | Sep. 30, 2021 | 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 | 0 | |||
Equity Incentive Plan 2021 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 62,000,000 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 0 | |||
The 2023 Equity Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 57,000,000 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 11,907,566 |
Note 8 - Common Stock, Prefer_3
Note 8 - Common Stock, Preferred Stock, Warrants, and Options (Details Textual) | 3 Months Ended | 6 Months Ended | ||||||
Mar. 02, 2021 USD ($) $ / shares shares | Oct. 22, 2020 | Jun. 08, 2020 Rate shares | Oct. 04, 2019 $ / shares shares | Jun. 30, 2023 shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 $ / shares shares | |
Share Exchange Agreement, Number of Options Authorized | 21,500,000 | |||||||
Share Exchange Agreement, Exchange Ratio | Rate | 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 | |||||||
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) | $ / shares | $ 0.0805 | $ 0.0612 | ||||||
Share-Based Payment Arrangement, Expense | $ | $ 0 | $ 0 | ||||||
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) | $ / shares | $ 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) | $ / 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 (in shares) | 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 (in shares) | 6,000,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.1 | |||||||
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% | |||||||
Common Stock Issued to Satisfy Accrued Liabilities, Number of Trading Days Over which Average Closing Price is Used to Determine Number of Shares | 15 | |||||||
Stock Issued During Period, Shares, Satisfaction of Vendor Accrued Liabilities and Services | 0 | 903,224 |
Note 8 - Common Stock, Prefer_4
Note 8 - Common Stock, Preferred Stock, Warrants and Options - Warrants (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Warrants, number (in shares) | 120,014,000 | |
Warrants, exercise price (in dollars per share) | $ 0.0612 | |
Warrants, remaining life (Year) | 2 years 1 month 9 days | 2 years 7 months 17 days |
Exercised, number (in shares) | (28,700,000) | |
Exercised, exercise price (in dollars per share) | $ 0.0001 | |
Warrants, number (in shares) | 91,314,000 | 120,014,000 |
Warrants, exercise price (in dollars per share) | $ 0.0805 | $ 0.0612 |
Warrants, aggregate intrinsic value | $ 0 |
Note 8 - Common Stock, Prefer_5
Note 8 - Common Stock, Preferred Stock, Warrants and Options - Option Activity (Details) | 6 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | |
Outstanding, options (in shares) | shares | 101,158,160 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 0.059 |
Options exercised (in shares) | shares | (3,000,000) |
Options exercised, weighted average exercise price (in dollars per share) | $ / shares | $ 0.024 |
Outstanding, options (in shares) | shares | 98,158,160 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 0.06 |
Outstanding, weighted average remaining life (Year) | 2 years 8 months 1 day |
Outstanding, aggregate intrinsic value | $ | $ 0 |
Exercisable, options (in shares) | shares | 98,158,160 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 0.06 |
Exercisable, weighted average remaining life (Year) | 2 years 8 months 1 day |
Exercisable, aggregate intrinsic value | $ | $ 0 |
Note 8 - Common Stock, Prefer_6
Note 8 - Common Stock, Preferred Stock, Warrants and Options - Shares Authorized Under Stock Option Plans (Details) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Option Outstanding, Number Of Options (in shares) | 98,158,160 |
Option Exercisable, Weighted Average Remaining Life In Years (Year) | 2 years 8 months 1 day |
Option Exercisable, Number Of Options (in shares) | 98,158,160 |
Exercise Price Range One [Member] | |
Option Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 0.024 |
Option Outstanding, Number Of Options (in shares) | 21,000,000 |
Option Exercisable, Weighted Average Remaining Life In Years (Year) | 4 years 3 months 25 days |
Option Exercisable, Number Of Options (in shares) | 21,000,000 |
Exercise Price Range Two [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) | 3 years 3 months 14 days |
Option Exercisable, Number Of Options (in shares) | 24,000,000 |
Exercise Price Range Three [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 month 6 days |
Option Exercisable, Number Of Options (in shares) | 12,500,000 |
Exercise Price Range Four [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) | 2 years 8 months 23 days |
Option Exercisable, Number Of Options (in shares) | 950,000 |
Exercise Price Range Five [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 |
Option Exercisable, Number Of Options (in shares) | 1,000,000 |
Exercise Price Range Six [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) | 2 years 3 months |
Option Exercisable, Number Of Options (in shares) | 38,500,000 |
Exercise Price Range Seven [Member] | |
Option Outstanding, Exercise Price (in dollars per share) | $ / shares | $ 0.24 |
Option Outstanding, Number Of Options (in shares) | 208,160 |
Option Exercisable, Weighted Average Remaining Life In Years (Year) | 2 years 8 months 19 days |
Option Exercisable, Number Of Options (in shares) | 208,160 |
Note 9 - Commitments (Details T
Note 9 - Commitments (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 17, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | May 01, 2022 | Dec. 14, 2021 | |
Operating Lease, Expense | $ 13,500 | $ 13,650 | $ 28,100 | $ 27,300 | |||
Wet Laboratory in Office Headquarters [Member] | |||||||
Lessee, Operating Lease, Liability, to be Paid | $ 54,000 | ||||||
MICHIGAN | |||||||
Lessee, Operating Lease, Liability, to be Paid | $ 12,600 | $ 12,600 | $ 12,600 | $ 12,600 | |||
Ann Arbor, Michigan [Member] | |||||||
Lessee, Operating Lease, Liability, to be Paid | $ 42,000 | ||||||
Warrant Purchase Agreement With Investor [Member] | |||||||
Purchase of Warrants, Consideration | $ 500,000 | ||||||
Payments for Warrants | 250,000 | ||||||
Purchase of Warrants, Payable | $ 250,000 |