Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Jul. 15, 2021 | Jun. 30, 2019 | |
Document Information Line Items | |||
Entity Registrant Name | U.S. STEM CELL, INC. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 452,413,153 | ||
Entity Public Float | $ 3,730,263 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001388319 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Interactive Data Current | Yes |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 0 | $ 1,357,146 |
Accounts receivable, net | 48,208 | 18,035 |
Inventory | 8,096 | 93,215 |
Prepaid expenses and other current assets | 10,000 | 38,128 |
Total current assets | 66,304 | 1,506,524 |
Property and equipment, net | 0 | 242,615 |
Investments | 23,539 | 57,790 |
Deposits | 0 | 10,160 |
Total assets | 89,843 | 1,817,089 |
Current liabilities: | ||
Bank overdraft | 1,520 | 0 |
Accounts payable | 1,187,989 | 1,182,730 |
Accrued expenses | 1,115,526 | 1,155,792 |
Advances - related parties | 511,744 | 234,901 |
Deferred revenue, current portion | 23,800 | 293,665 |
Deferred gain on sale of equipment, current portion | 21,474 | 128,845 |
Deposits, current portion | 465,286 | 465,286 |
Promissory note, current portion, net of debt discount of $29,296 and $0, respectively | 1,368,467 | 0 |
Notes payable - related parties | 2,757,442 | 1,993,104 |
Notes and capital leases payable, current portion, net of debt discount of $9,057 and $62,240, respectively | 1,297,477 | 462,330 |
Total current liabilities | 8,750,725 | 5,916,653 |
Long-term liabilities: | ||
Deferred revenue | 62,500 | 65,500 |
Deferred gain on sale of equipment | 0 | 21,474 |
Deposits | 0 | 100,000 |
Promissory note, net of debt discount of $0 and $99,183, respectively | 0 | 1,298,579 |
Notes and capital leases payable, net of debt discount of $41,391 and $12,413, respectively | 756,014 | 1,297,093 |
Total long-term liabilities | 818,514 | 2,782,646 |
Total liabilities | 9,569,239 | 8,699,299 |
Commitments and contingencies (See Note 12) | ||
Stockholders' deficit: | ||
Preferred stock, par value $0.001; 20,000,000 shares authorized, -0- issued and outstanding | 0 | 0 |
Common stock, par value $0.001; 2,000,000,000 shares authorized, 417,724,767 and 378,076,976 shares issued and outstanding, respectively | 417,725 | 378,077 |
Additional paid-in capital | 123,726,894 | 122,528,391 |
Accumulated deficit | (133,624,015) | (129,788,678) |
Total stockholders' deficit | (9,479,396) | (6,882,210) |
Total liabilities and stockholders' deficit | $ 89,843 | $ 1,817,089 |
BALANCE SHEETS (Parentheticals)
BALANCE SHEETS (Parentheticals) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Promissory note, current portion, debt discount (in Dollars) | $ 29,296 | $ 0 |
Debt discount (in Dollars) | $ 50,448 | $ 74,653 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 417,724,767 | 378,076,976 |
Common stock, shares outstanding | 417,724,767 | 378,076,976 |
Notes Payable, Other Payables [Member] | ||
Debt discount (in Dollars) | $ 0 | $ 99,183 |
Note and Capital Lease Payables [Member] | ||
Debt discount (in Dollars) | 41,391 | 12,413 |
Note and Capital Lease Payables [Member] | ||
Debt discount (in Dollars) | $ 9,057 | $ 62,240 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue: | ||
Revenue | $ 3,072,293 | $ 6,700,888 |
Cost of sales | 1,335,237 | 2,110,532 |
Gross profit | 1,737,056 | 4,590,356 |
Operating expenses: | ||
Research and development | 263 | 5,439 |
Marketing, general and administrative | 4,454,712 | 5,682,296 |
Pre-litigation settlement | 698,937 | 0 |
Depreciation and amortization | 0 | 524 |
Total operating expenses | 5,153,912 | 5,688,259 |
Loss from operations | (3,416,856) | (1,097,903) |
Other income (expenses): | ||
Gain on settlement of debt | 214,883 | 5,625 |
Gain on sale of equipment | 128,845 | 128,845 |
Miscellaneous income | 101,474 | 0 |
Income from equity investments | 117,318 | 247,813 |
Interest expense | (981,001) | (1,444,807) |
Total other income (expenses) | (418,481) | (1,062,524) |
Net loss before income taxes | (3,835,337) | (2,160,427) |
Income taxes (benefit) | 0 | 0 |
NET LOSS | $ (3,835,337) | $ (2,160,427) |
Net loss per common share, basic and diluted (in Dollars per share) | $ (0.01) | $ (0.01) |
Weighted average number of common shares outstanding, basic and diluted (in Shares) | 398,037,479 | 365,636,453 |
Product [Member] | ||
Revenue: | ||
Revenue | $ 378,621 | $ 1,664,016 |
Service [Member] | ||
Revenue: | ||
Revenue | 2,642,921 | 5,036,872 |
Management Fees-related Party [Member] | ||
Revenue: | ||
Revenue | $ 50,751 | $ 0 |
STATEMENT OF STOCKHOLDERS' DEFI
STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2017 | $ 342,113 | $ 120,185,821 | $ (127,628,251) | $ (7,100,317) |
Balance (in Shares) at Dec. 31, 2017 | 342,113,098 | |||
Common stock issued in settlement | $ 15,220 | 563,259 | 578,479 | |
Common stock issued in settlement (in Shares) | 15,220,378 | |||
Common stock issued for services | $ 10,866 | 439,065 | $ 449,931 | |
Common stock issued for services (in Shares) | 10,866,274 | 10,866,274 | ||
Common stock issued for expenses incurred, related party | $ 527 | 13,995 | $ 14,522 | |
Common stock issued for expenses incurred, related party (in Shares) | 526,918 | |||
Fair value of warrants issued for compensation | 24,986 | 24,986 | ||
Common shares issued for cash | $ 9,351 | 358,349 | $ 367,700 | |
Common shares issued for cash (in Shares) | 9,350,308 | 9,350,508 | ||
Related party contribution to equity investment | 189,909 | $ 189,909 | ||
Stock based compensation | 753,007 | 753,007 | ||
Net loss | (2,160,427) | (2,160,427) | ||
Balance at Dec. 31, 2018 | $ 378,077 | 122,528,391 | (129,788,678) | (6,882,210) |
Balance (in Shares) at Dec. 31, 2018 | 378,076,976 | |||
Common stock issued in settlement | $ 22,371 | 326,089 | $ 348,460 | |
Common stock issued in settlement (in Shares) | 22,371,084 | 22,371,084 | ||
Common stock issued for services | $ 4,000 | 85,250 | $ 89,250 | |
Common stock issued for services (in Shares) | 4,000,000 | 4,000,000 | ||
Common shares issued for cash | $ 13,277 | 36,723 | $ 50,000 | |
Common shares issued for cash (in Shares) | 13,276,707 | 13,276,707 | ||
Related party contribution to equity investment | 15,265 | $ 15,265 | ||
Stock based compensation | 735,176 | 735,176 | ||
Net loss | (3,835,337) | (3,835,337) | ||
Balance at Dec. 31, 2019 | $ 417,725 | $ 123,726,894 | $ (133,624,015) | $ (9,479,396) |
Balance (in Shares) at Dec. 31, 2019 | 417,724,767 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,835,337) | $ (2,160,427) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 242,615 | 207,132 |
Bad debt (recoveries) | 46,121 | 62,207 |
Amortization of discount on debt | 198,355 | 195,967 |
Gain on settlement of notes payable and accrued interest | (214,883) | (5,625) |
Gain on sale of equipment | (128,845) | (128,845) |
Common shares issued as payment of expenses - related party | 0 | 14,522 |
Related party notes payable issued for services rendered | 978,077 | 800,000 |
Income on equity investments | (117,318) | (247,813) |
Note payable issued in pre-trial settlement | 698,937 | 0 |
Stock-based compensation | 824,426 | 1,227,924 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (76,294) | (37,283) |
Inventory | 85,119 | (22,851) |
Prepaid expenses and other current assets | 28,128 | (35,000) |
Deposits | 10,160 | 0 |
Accounts payable | 344,536 | 426,263 |
Accrued expenses | (21,926) | 226,673 |
Deferred revenue | (272,865) | 79,623 |
Net cash (used in) provided by operating activities | (1,210,994) | 602,467 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from (payments to) equity investments | 166,834 | 311,700 |
Net cash provided by investing activities | 166,834 | 311,700 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from overdraft protection | 1,520 | 0 |
Proceeds from notes payable | 84,876 | 220,211 |
Proceeds from sale of common stock | 50,000 | 367,700 |
Proceeds from related party advances | 276,843 | 130,000 |
Equity contribution by related party | 0 | 103,159 |
Proceeds from related party notes | 107,868 | 0 |
Repayments of related party notes | (321,607) | (708,422) |
Repayments of notes payable | (512,486) | (656,468) |
Net cash used in financing activities | (312,986) | (543,820) |
Net (decrease) increase in cash and cash equivalents | (1,357,146) | 370,347 |
Cash and cash equivalents, beginning of period | 1,357,146 | 986,799 |
Cash and cash equivalents, end of period | 0 | 1,357,146 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Interest paid | 782,646 | 1,114,693 |
Income taxes paid | 0 | 0 |
Non-cash financing activities: | ||
Common stock issued in settlement of notes payable | 348,460 | 578,479 |
Equity contributed to investment | $ 15,265 | $ 189,909 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Nature of Operations [Text Block] | NOTE 1 NATURE OF OPERATIONS U.S. Stem Cell, Inc. was incorporated under the laws of the State of Florida in August 1999. The Company is in the cardiovascular sector of the cell technology industry delivering cell therapies and biologics that help address congestive heart failure, lower limb ischemia, chronic heart ischemia, acute myocardial infarctions and other issues. The business includes the development of proprietary cell therapy products as well as revenue generating physician and patient-based regenerative medicine/cell therapy training services, cell collection and cell storage services, the sale of cell collection and treatment kits for humans and animals, and the operation of cell therapy clinics. To date, the Company has not generated significant revenues in that they remain less than their total operating expenses, has incurred expenses, and has sustained losses. Consequently, its operations are subject to all the risks inherent in the establishment of a research and development business enterprise. |
GOING CONCERN AND MANAGEMENT'S
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 GOING CONCERN AND MANAGEMENT S LIQUIDITY PLANS The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, as of December 31, 2019, the Company had a bank overdraft of $1,520 and a working capital deficit (current liabilities in excess of current assets) of $8,684,422. During the year ended December 31, 2019, the net loss was $3,835,337 and net cash used in operating activities was $1,210,994. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the audited financial statements. The Company’s primary source of operating funds in 2019 and 2018 has been from revenue generated from sales with additional cash proceeds from the sale of common stock and the issuances of promissory notes and other debt. The Company has experienced net losses from operations since inception, but expects these conditions to improve in the future as it develops its business model. The Company has a stockholders’ deficit at December 31, 2019 and requires additional financing to fund future operations. The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | NOTE 3 SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, stock-based compensation, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable, accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. Cash The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are non-interest bearing and are stated at gross invoice amounts less an allowance for doubtful accounts. Credit is extended to customers based on an evaluation of their financial condition, industry reputation, and other judgmental factors considered by the Company’s management. The Company generally does not require collateral or other security interest to support accounts receivable. Based on trends and specific factors, the customer’s credit terms may be modified, including required payment upon delivery. The Company performs regular on-going credit evaluations of its customers as deemed relevant. As events, trends, and circumstance warrant, the Company’s management estimates the amounts that are more likely than not to be uncollectible. These amounts are recognized as bad debt expense and are reflected within selling, general, administrative and other expenses on the Company’s accompanying statement of operations. Any charges to the allowance for doubtful accounts on accounts receivable are charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and the current status of accounts receivable. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. As of December 31, 2019 and 2018, the allowance for doubtful accounts was $13,203 and $30,808, respectively. Inventories Inventories are stated at the lower of cost or market with cost being determined on a first-in, first-out (FIFO) basis. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. During the periods presented, there were no inventory write-downs. Investments The Company follows Accounting Standards Codification subtopic 323-10, Investments-Equity Methods and Joint Ventures (“ASC 323-10) which requires the accounting for investments where the Company can exert significant influence, but not control of a joint venture or equity investment. The Company accounted for its 49.9% member interest ownerships of U.S. Stem Cell Clinic, LLC and Regenerative Wellness Clinic, LLC, respectively, and its 49% member interest ownership of U.S. Stem Cell Clinic of the Villages utilizing the equity method of accounting (See Note 5). Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 15 years. Equipment under capital leases is recorded at the estimated present value of the minimum lease payments. Equipment under capital leases is amortized over the term of the lease, which is three years. Long-Lived Assets The Company follows FASB ASC 360-10-15-3, “Impairment or Disposal of Long-lived Assets.” Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. The Company determined that there was no impairment on its long-lived assets during the period presented. Revenue Recognition Effective January 1, 2018, the Company recognizes revenue in accordance with Accounting Standards Codification 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. At the time of each transaction, management assesses whether the fee associated with the transaction is fixed or determinable and whether or not collection is reasonably assured. The assessment of whether the fee is fixed or determinable is based upon the payment terms of the transaction. Collectability is assessed based on a number of factors, including past transaction history with the client and the creditworthiness of the client. The Company’s primary sources of revenue are from the sale of test kits and equipment, training services, patient treatments, laboratory services and cell banking. Revenues for kits and equipment sold are not recorded until kits and equipment are received by the customer. Revenues from in-person trainings are recognized when the training occurs and revenues from on demand online trainings are recognized when the customer purchases the rights to the training course. Any cash received as a deposit for trainings are recorded by the Company as a liability. Patient treatments and laboratory services revenue are recognized when those services have been completed or satisfied. Revenues for cell banking are accounted for as multiple performance obligations as described in ASC 606 and addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. Because the Company sells its services separately, on more than a limited basis and at a price within a narrow range, the Company was able to allocate revenue based on stand-alone pricing. The multiple performance obligations include stem cell banking, dose retrieval and yearly storage fees. Revenues for stem cell banking and dose retrieval is recognized at the point of service and revenues for the yearly storage fees is recognized over the term of the banking contract, which is typically one year with annual renewals. At December 31, 2019 and 2018, the Company had deferred revenues of $86,300 and $359,165, respectively, which includes $65,500 and $68,500, respectively, to the Intellectual Property Licensing Agreement. Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $263 and $5,439 for the year ended December 31, 2019 and 2018, respectively. Stock-Based Compensation Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. Net Loss per Common Share The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted income (loss) per share as of December 31, 2019 and 2018 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: December 31, 2019 2018 Options 111,120,474 112,970,693 Warrants 1,110,468 1,114,019 Total potentially dilutive shares 112,230,942 114,084,712 Recent Accounting Pronouncements FASB Accounting Standards Updates (“ASU”) 2017-04 (Topic 350), “Intangibles – Goodwill and Others” – Issued in January 2017, ASU 2017-04 simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. ASU 2017-04 is effective for annual periods beginning after December 15, 2019 including interim periods within those periods. The Company is currently evaluating the effect that ASU 2017-04 will have on its financial statements and related disclosures. FASB ASU 2017-01 (Topic 805), “Business Combinations: Clarifying the Definition of a Business” – Issued in January 2017, ASU 2017-01 revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. This guidance was effective for the Company in the first fiscal quarter of 2018. The adoption of this standard did not have a material impact on the Company’s financial statements and related disclosures. In February 2016, the FASB established ASC Topic 842, Leases (Topic 842), by issuing ASU No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company adopted the new standard on January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. The new standard had a material effect on the Company’s financial statements. The most significant effects of adoption relate to (1) the recognition of new ROU assets and lease liabilities on its balance sheet for real estate operating leases; and (2) providing significant new disclosures about its leasing activities. Upon adoption, the Company recognized additional operating lease liabilities, net of deferred rent, of approximately $57,000 based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. The Company also recognized corresponding ROU assets of approximately $57,000. On October 24, 2019, the Company entered into an Assignment and Assumption of Lease by and between the Company, American Cell Technology, LLC, and Sawgrass Business Plaza, LLC. Subsequently, the Company relocated to a new location within the same city and entered into a month-to-month lease. Accordingly, the right of use assets and lease liabilities were eliminated. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. Beginning in 2019, the Company changed to its disclosed lease recognition policies and practices, as well as to other related financial statement disclosures due to the adoption of this standard (See Note 6). FASB issued ASU 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity, and Derivatives and Hedging (“ASU 2017-11”) – Adopted in July 2017, ASU No. 2017-11 is intended to simplify the accounting for financial instruments with characteristics of liabilities and equity. Among the issues addressed are: (i) determining whether an instrument (or embedded feature) is indexed to an entity’s own stock; (ii) distinguishing liabilities from equity for mandatorily redeemable financial instruments of certain nonpublic entities; and (iii) identifying mandatorily redeemable non-controlling interests. The Company has adopted ASU No. 2017-11 effective as of January 1, 2018. The adoption of ASU No. 2017-11 has eliminated the derivative liabilities from the Company’s financial statements. The adoption of this standard has not had a material impact on the Company’s financial position and results of operations. FASB ASU No. 2018-07 (Topic 718), “Compensation – Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting” – Issued in June 2018, ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606. The Company adopted the new standard on January 1, 2019. The adoption of this guidance did not have a material impact on the Company’s financial condition or results of operations. In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. As a result, the Company will not separately present in equity an embedded conversion feature in such debt. Instead, we will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. We expect the elimination of these models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling under the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 removes certain disclosure requirements, including the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. ASU 2018-13 also adds disclosure requirements, including changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments on changes in unrealized gains and losses, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. ASU 2018-13 will become effective for the Company on January 1, 2020. The adoption of this update is not expected to have a material impact on the Company’s financial statements and related disclosures. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 PROPERTY AND EQUIPMENT Property and equipment as of December 31, 2019 and 2018 is summarized as follows: December 31, 2019 2018 Laboratory and medical equipment $ - $ 5,590 Furniture, fixtures and equipment 5,598 125,633 Computer equipment 1,809 49,951 Equipment under capital lease - 624,602 Leasehold improvements - 362,046 Property and equipment, cost 7,407 1,167,822 Less: accumulated depreciation and amortization (7,407 ) (925,207 ) Property and equipment, net $ - $ 242,615 On March 3, 2017, the Company entered into an asset sale and lease agreement (sale/leaseback transaction, the “Asset Sale and Lease Agreement”) with GACP, whereby the Company sold certain lab, medical and other equipment relating to the cell banking business for $400,000 and leased back the sold equipment over a three-year term. The Company determined that the transaction was a capitalized lease and accordingly recorded the leased assets and liability based on the estimated present value of the minimum lease payments. Included in net property are assets under capital leases of $624,602, less accumulated depreciation of $624,602 as of December 31, 2019 and $624,602, less accumulated depreciation of $383,559 December 31, 2018, respectively. As a consequence of the Court Order (see Note 12 “Government Claim”), the Company resolved to divest itself of certain equipment and other assets (the “Equipment Assets”) used in connection with the Company’s human tissue banking business, but consistent however with the requirements of the Court Order, and to adjust the business plan and operations to accommodate this potential divesture. To facilitate the above, the Company entered into a Termination and Release Agreement and a Letter Agreement intended to divest itself of certain equipment and other assets underlying the related equipment lease transaction (see Note 6). In addition, on October 24, 2019, the Company entered into an Assignment and Assumption of Lease by and between the Company, American Cell Technology, LLC, and Sawgrass Business Plaza, LLC. Subsequently, the Company relocated to a new location within the same city and entered into a month-to-month lease. As part of the termination of the operating lease, the Company left certain property and equipment (all of which had been fully depreciated) at the old location. In connection with the sale of the lab, medical and other equipment, the Company realized a gain on sale of equipment of $386,535. The gain is recognized ratably over the term of the lease to operations. During the year ended December 31, 2019 and 2018, the Company recognized $128,845 and $128,845, as the gain on sale of equipment, respectively. As of December 31, 2019 and 2018, deferred gain on sale of equipment was $21,474 and $150,319, respectively. Depreciation expense was $242,615 and $207,132 of which $242,615 and $206,608 was included in cost of sales for the year ended December 31, 2019 and 2018, respectively. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | NOTE 5 INVESTMENTS U.S. Stem Cell Clinic, LLC The investment in U.S. Stem Cell Clinic, LLC is comprised of a 49.9% (increased from 33.3% on January 29, 2019) member interest ownership and is accounted for using the equity method of accounting. The Company’s income earned by U.S. Stem Cell Clinic, LLC member interest was $75,054 and $172,995 for the year ended December 31, 2019 and 2018, respectively (inception to date income of $623,260) and is included in other income (expense) in the accompanying Statements of Operations. In addition, during the year ended December 31, 2019 and 2018, the Company received distributions totaling $64,870 and $199,000, respectively, from U.S. Stem Cell Clinic, LLC (inception to date of $663,870). The carrying value of the investment at December 31, 2019 and 2018 is $23,539 and $8,921, respectively. At December 31, 2019 and 2018, accounts receivable for sales of product and services to U.S. Stem Cell Clinic, LLC was $28,763 and $0 respectively. Revenues earned from sales to U.S. Stem Clinic, LLC for the year ended December 31, 2019 and 2018 were $337,108 and $734,966, respectively. In January 2019, a member of U.S. Stem Cell Clinic, LLC contributed 16.6% of his ownership interest to the Company increasing the Company’s member interest from 33.3% to 49.9%. The Company recorded the contribution to equity of $4,435. During the last quarter of 2019 (and in early 2021 in the case of SCC), we divested ourselves of our Member Interests in SCC and Regenerative Wellness Clinic, LLC , and US Stem Cell Clinic of the Villages, LLC is currently dormant. An affiliate of one of the Company’s officers is a minority investor in the U.S. Stem Cell Clinic, LLC. Regenerative Wellness Clinic, LLC The investment in Regenerative Wellness Clinic, LLC is comprised of a 49.9% (increased from 33.3% on January 29, 2019) member interest ownership and is accounted for using the equity method of accounting. The Company has provided technical expertise, but no cash investment with Regenerative Wellness Clinic, LLC’s startup in 2017. The Company’s income earned by Regenerative Wellness Clinic, LLC member interest was $69,345 and $70,787 for the year ended December 31, 2019 and 2018, respectively (inception to date income of $113,047) and is included in other income (expense) in the accompanying Statements of Operations. In addition, during the year ended December 31, 2019 and 2018, the Company received distributions totaling $101,963 and $49,000, respectively, from Regenerative Wellness Clinic, LLC (inception to date of $101,963). The carrying value of the investment at December 31, 2019 and 2018 is $0 and $21,787, respectively. In October 2019, the Company divested its entire interest in Regenerative Wellness Clinic, LLC. At December 31, 2019 and 2018, accounts receivable for sales of products and services to Regenerative Wellness Clinic, LLC was $0. Revenues earned from sales to Regenerative Wellness Clinic, LLC for the year ended December 31, 2019 and 2018 was $132,984 and $198,294, respectively. In January 2019, a member of Regenerative Wellness Clinic, LLC contributed 16.6% of his ownership interest to the Company increasing the Company’s member interest from 33.3% to 49.9%. The Company recorded the contribution to equity of $10,830. An affiliate of one of the Company’s officers is an investor in the Regenerative Wellness Clinic, LLC. U.S. Stem Cell of the Villages LLC On January 30, 2018, Greg Knutson, a director of the Company (“Knutson”) and the Company agreed to open and operate a regenerative medicine/cell therapy clinic providing cellular treatments for patients afflicted with neurological, autoimmune, orthopedic and degenerative diseases in Florida. To that end, U.S. Stem Cell Clinic of The Villages LLC (the “LLC”) was formed January 30, 2018. Knutson provided the Company with the sum of Three Hundred Thousand Dollars ($300,000) (the “Investment”) to be utilized for the formation and initial operation of the LLC. Currently, Knutson holds a 51% member interest in the LLC and the Company holds a 49% member interest. The Company will provide operating assistance as well as management services, the latter to be compensated at fee of five percent (5%) of the LLC gross revenues. As of December 31, 2018, upon completion of U.S. Stem Cell of the Villages LLC, the Company received $189,909 from Greg Knutson, the holder of the 51% member interest. Accordingly, this was recognized as Additional paid-in capital. Subsequently, the Company contributed $86,750 as its initial investment in the U.S. Stem Cell of the Villages, LLC. The Company’s 49% income (loss) incurred by U.S. Stem Cell of the Villages LLC member interests was ($27,081) and $4,031 for year ended December 31, 2019 and 2018, respectively (inception to date loss of $23,050) and is included in other income (expense) in the accompanying Statements of Operations. In addition, during the year ended December 31, 2019 and 2018, the Company received distributions totaling $0 and $63,700, respectively, from U.S. Stem Cell of the Villages LLC. The carrying value was $0 and $27,081 at December 31, 2019 and 2018, respectively. At December 31, 2019 and 2018, accounts receivable for sales of products and services to U.S. Stem Cell of the Villages LLC was $0. Revenues earned from sales to U.S. Stem Cell of the Villages LLC for the year ended December 31, 2019 and 2018 was $150,328 and $197,716, respectively. During the year ended December 31, 2019, the Company received $50,751 management fees from the LLC. |
RIGHT TO USE ASSETS AND LEASE L
RIGHT TO USE ASSETS AND LEASE LIABILITY | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Leases [Text Block] | NOTE 6 RIGHT TO USE ASSETS AND LEASE LIABILITY The Company leased its headquarters in Sunrise, Florida which consisted of 4,860 square feet of space at a rate of approximately $82,620 per year. On February 4, 2016, the Company extended its facility lease to extend the term of the lease until August 31, 2019 at a monthly base rent of $7,306 plus a pro rata share of landlord’s operating expenses. Effective September 1, 2019, the Company entered into a second amendment to extend the lease through August 31, 2024 with base rent beginning at $87,674 per year and escalating to $98,678 per year plus a pro rata share of the landlord’s operating expenses. On September 1, 2019, the lease commencement date, the Company estimated the lease liability and the right of use assets at present value using the Company’s estimated incremental borrowing rate of 8% and determined their initial present values, at inception, of $383,351. In determining the length of the lease term to its long-term lease, the Company determined there was not an option to extend the lease. In determining the length of the lease term for this long-term lease, the Company determined there was not an option to extend the lease. At lease commencement date, the Company estimated the lease liability and the right of use assets at present value using the Company’s estimated incremental borrowing rate of 8% and determined the initial present value, at inception, of $274,180. On January 1, 2019, upon adoption of ASC Topic 842, the Company recorded right to use assets of $56,734 and lease liability of $56,734. On October 24, 2019, the Company entered into an Assignment and Assumption of Lease by and between the Company, American Cell Technology, LLC, and Sawgrass Business Plaza, LLC. Subsequently, the Company relocated to a new location within the same city and entered into a month-to-month lease. Accordingly, the capital lease liabilities and right of use assets and lease liabilities were eliminated, resulting in a $189,062 net gain on settlement of debt (See Note 4 and Note 8). During the year ended December 31, 2019 and 2018, the Company recognized $107,156 and $137,518, respectively, as lease expense. Lease expense was comprised of the following: December 31, 2019 2018 Operating lease expense $ 106,471 $ 137,518 Variable lease expense 685 - Total lease expense $ 107,156 $ 137,518 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 7 ACCRUED EXPENSES Accrued expenses consisted of the following as of December 31, 2019 and 2018: December 31, 2019 2018 Interest and fees payable to the Guarantors of the Company’s loan agreement with Seaside Bank $ 456,190 $ 347,235 Accrued interest payable 580,204 482,784 Vendor accruals and other 79,132 146,420 Marketing obligation - 179,353 Accrued expenses and other current liabilities $ 1,115,526 $ 1,155,792 During the year ended December 31, 2019, the Company issued an aggregate of 22,371,084 shares of its common stock in settlement of outstanding accounts payable and accrued expenses. In connection with the issuance, the Company incurred a $27,097 net gain on settlement of debt. During the year ended December 31, 2018, the Company issued an aggregate of 15,220,378 shares of its common stock in settlement of outstanding accounts payable and accrued expenses. In connection with the issuance, the Company incurred a $43,180 net gain on settlement of debt. |
NOTES AND CAPITAL LEASE PAYABLE
NOTES AND CAPITAL LEASE PAYABLE | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Debt and Capital Leases Disclosures [Text Block] | NOTE 8 NOTES AND CAPITAL LEASES PAYABLE Notes and capital leases payable were comprised of the following as of December 31, 2019 and 2018: December 31, 2019 2018 Seaside Bank note payable $ 980,000 $ 980,000 Hunton & Williams note payable 391,000 444,000 Power Up Lending Group notes payable - 145,486 Weider note payable 482,939 - Mallard note payable 250,000 - Lab and medical equipment capitalized leases - 264,590 Total notes payable 2,103,939 1,834,076 Less unamortized debt discount (50,448 ) (74,653 ) Total notes payable net of unamortized debt discount 2,053,491 1,759,423 Less current portion (1,297,477 ) (462,330 ) Long-term portion $ 756,014 $ 1,297,093 Seaside Bank On October 25, 2010, the Company entered into a Loan Agreement with Seaside National Bank and Trust for a $980,000 loan at 4.25% per annum interest that was used to refinance the Company’s loan with Bank of America. The obligation is guaranteed by certain stockholders of the Company. The Company renewed the loan with Seaside National Bank and Trust during the first quarter of 2018 to extend the maturity date to May 18, 2020. The Company renewed the loan with Seaside National Bank and Trust during the first quarter of 2020 to extend the maturity date to May 18, 2022. Hunton & Williams At December 31, 2016, the Company has two outstanding notes payable with interest at 8% per annum due at maturity. The two notes, $61,150 and $323,822, are payable in one balloon payment upon the date the Noteholder provides written demand, however the Company is not obligated to make payments until the Northstar Biotech Group, LLC (or successor) Loan is paid off. On August 31, 2017, the Company and the noteholder entered into a Note Forbearance, Modification and Repayment Agreement (“Agreement”). The two notes, $61,150 and $323,822, were payable in one balloon payment upon the date of a written demand and upon certain triggering events occurring. The sum of unpaid principal and accumulated interest for both notes as of August 31, 2017 of $747,680 and an accounts payable of $40,596 result in an aggregate balance due of $788,276. The noteholder agreed to accept full payment of their obligation over a four (4) year period in 48 monthly installments on an adjusted debt obligation in aggregate of $624,000 (reducing the outstanding balance), with such payments staggered in amounts such that the Company will pay $10,000 monthly the first year, $12,000 monthly the second year, $14,000 monthly the third year, and $16,000 monthly the final year. In addition, the noteholder agreed to suspend accrual interest on the notes commencing September 1, 2017. The Agreement remains in full force and effect provided the Company continues to make the monthly payments, there is no event of default as defined in the notes and an agreement to a subordination agreement by Northstar Biotech Group, LLC, which has been provided. In May 2019, the Company did not make the required scheduled payment. In September 2019, the noteholder agreed to waive their default rights under the agreement provided a minimum of $5,000 was paid by the end of 2019 and to reduce the required monthly payment to $500 per month commencing in January 2020. The Company satisfied the $5,000 payment requirement by the end of 2019 and commenced making the required $500 monthly payments in January 2020. The Company imputed an interest rate of 5% and discounted the note accordingly. The imputed debt discount of $69,700 was amortized to interest expense using the effective interest method. For years ended December 31, 2019 and 2018, the Company amortized $31,201 and $28,322 of debt discount to interest expense. In September 2019, the Company was in default and was negotiating a revised payment structure. Thus, the remaining unamortized debt discount was charged to interest expense at September 30, 2019. As of December 31, 2019 and 2018, the remaining carrying value of the note was $391,000 and $412,799, net of debt discount of $0 and $31,201, respectively. Power Up Lending Group, Ltd On September 12, 2017, the Company entered into a revenue based factoring agreement and received an aggregate of $137,200 (less origination fees of $2,800) in exchange for $187,600 of future receipts relating to monies collected from customers or other third-party payors. Under the terms of the factoring agreement, the Company is required to make daily payments of $1,276 for 147 business days. The Company received net proceeds of $103,085 along with cancellation of the previous revenue based factoring agreement issued in February 2017. On January 2, 2018, the Company entered into a revenue based factoring agreement and received an aggregate of $137,200 (less origination fees of $2,800) in exchange for $187,600 of future receipts relating to monies collected from customers or other third-party payors. Under the terms of the factoring agreement, the Company is required to make daily payments of $1,276 for 147 business days. The Company received net proceeds of $47,907 along with cancellation of the previous revenue based factoring agreement issued in September 2017. In connection with the cancellation of the September 2017 revenue based factoring agreement, the Company incurred a gain in settlement of debt of $5,154 in 2018. On May 29, 2018, the Company entered into a revenue based factoring agreement and received an aggregate of $137,200 (less origination fees of $2,800) in exchange for $187,600 of future receipts relating to monies collected from customers or other third-party payors. Under the terms of the factoring agreement, the Company is required to make daily payments of $1,276 for 147 business days. The Company received net proceeds of $78,495 along with cancellation of the previous revenue based factoring agreement issued in January 2018. In connection with the cancellation of the January 2018 revenue based factoring agreement, the Company incurred a loss in settlement of debt of $5,105 in 2018. On November 8, 2018, the Company entered into a revenue based factoring agreement and received an aggregate of $137,200 (less origination fees of $2,800) in exchange for $187,600 of future receipts relating to monies collected from customers or other third-party payors. Under the terms of the factoring agreement, the Company is required to make daily payments of $1,276 for 147 business days. The Company received net proceeds of $93,809 along with cancellation of the previous revenue based factoring agreement issued in May 2018. In connection with the cancellation of the May 2018 revenue based factoring agreement, the Company incurred a loss in settlement of debt of $37,604 in 2018. On April 16, 2019, the Company entered into a revenue based factoring agreement and received an aggregate of $137,200 (less origination fees of $2,800) in exchange for $187,600 of future receipts relating to monies collected from customers or other third-party payors. Under the terms of the factoring agreement, the Company is required to make daily payments of $1,276 for 147 business days. The Company received net proceeds of $84,876 along with cancellation of the previous revenue based factoring agreement issued in November 2018. In connection with the cancellation of the November 2018 revenue based factoring agreement, the Company incurred a loss in settlement of debt of $1,276 in 2019. As of December 31, 2019 and 2018, the remaining carrying value of the note was $0 and $102,034, net of debt discount of $0 and $43,452, respectively. Weider The Company, as one of the parties entered into a Settlement Agreement and General Release (the “Agreement”) dated June 3, 2019 related to certain medical procedures. Without admitting any liability, and as part of that Agreement, the Company agreed to provide a five-year 5.25% unsecured promissory note, dated June 15, 2019, in the principal amount of $500,000, payable in monthly increments of $5,000 per month, with a final balloon payment due on June 15, 2024. Accordingly, the Company recognized Pre-litigation expense of $500,000 in the accompanying statement of operations. As of December 31, 2019, the remaining carrying value of the note was $482,939. Mallard The Company, as one of the parties entered into a Settlement Agreement and General Release (the “Agreement”) dated December 6, 2019 related to certain medical procedures. Without admitting any liability, and as part of that Agreement, the Company agreed to provide a five-year non-interest bearing unsecured promissory note, dated December 6, 2019, in the principal amount of $250,000, payable in monthly increments of $750 per month, with a final balloon payment of $205,000 due on January 1, 2025. The Company imputed an interest rate of 5% and discounted the note accordingly. The imputed debt discount of $51,063 is being amortized to interest expense using the effective interest method. Accordingly, the Company recognized Pre-litigation expense of $198,937 in the accompanying statement of operations. For the year ended December 31, 2019, the Company amortized $614 of debt discount to interest expense. As of December 31, 2019, the remaining carrying value of the note was $199,551, net of debt discount of $50,448. Lab and Medical Equipment Capitalized Leases On March 3, 2017, the Company entered into an asset sale and lease agreement (sale/leaseback transaction; “Asset Sale and Lease Agreement”) with GACP, whereby the Company sold certain lab, medical and other equipment relating to the cell banking business for $400,000 and leased back the sold equipment over a three-year term. The Company recognized the arrangement as a capital lease. The Company initially recorded the equipment and the capitalized lease liability at the estimated present value of the minimum lease payments of $619,825. The lease includes a base monthly rental payment of $20,000, due the first day of each calendar month plus contingent rent equal to 2.3%, 22.5%, and 31.6% of revenues collected on deposits arising from cell banking business for years 1, 2 and 3, respectively. The contingent rent is recognized as a period expense and as interest expense at the time of collection. At the expiration of the lease, the Company is required to return all leased equipment and along with any maintenance records, logs, etc. in the Company’s possession to the lessor with no right of repurchase. The Company determined that the present value of the minimum lease payments exceeded 90% of the estimated fair value of the equipment and therefore classified the equipment sale/lease as a capitalized lease. The effective interest rate of the capitalized lease is estimated at 10.00% based on the Company estimated incremental borrowing rate. The following summarizes the assets under capital leases: December 31, 2019 2018 Lab, medical and other equipment $ 619,825 $ 619,825 Office equipment 4,777 4,777 Less: accumulated depreciation (624,602 ) (383,559 ) Equipment under capital lease $ - $ 241,043 On October 24, 2019, the Company entered into an Assignment and Assumption of Lease by and between the Company, American Cell Technology, LLC, and Sawgrass Business Plaza, LLC. Accordingly, the capital lease liabilities and right of use assets and lease liabilities were eliminated, resulting in a $189,062 net gain on settlement of debt (See Note 4 and Note 6). The following summarizes the current and long-term portion of capital leases: December 31, 2019 2018 Leases payable, current $ - $ 225,084 Leases payable, long-term - 39,506 Total leases payable $ - $ 264,590 |
PROMISSORY NOTE
PROMISSORY NOTE | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 9 PROMISSORY NOTE PAYABLE On June 1, 2015, the Company issued an amended and restated promissory note of $1,697,762 in settlement of the $1,500,000 outstanding subordinated debt, related accrued interest of $373,469 and accumulated and unpaid guarantor fees of $624,737. The note is unsecured and non-interest bearing and requires four semi-annual payments of $75,000 beginning on December 31, 2015 with the remaining unpaid balance due June 1, 2020 (See Note 16). The Company imputed an interest rate of 5% and discounted the promissory note accordingly. The imputed debt discount of $368,615 is amortized to interest expense using the effective interest method. For the years ended December 31, 2019 and 2018, the Company amortized $69,887 and $69,889, respectively, of debt discount to interest expense. As of December 31, 2019 and 2018, the remaining carrying value of the note was $1,368,467 and $1,298,579, net of debt discount of $29,296 and $99,183, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 10 RELATED PARTY TRANSACTIONS Advances Related Parties As of December 31, 2019 and 2018, the Company’s officers and directors have provided advances that are unsecured, non-interest bearing and due on demand. During the year ended December 31, 2019 and 2018, the Company received aggregate proceeds from advances of $276,843 and $130,000, respectively. As of December 31, 2019 and 2018, the Company owed $511,744 and $234,901, respectively, for advances. Notes Payable Related Parties Northstar Biotechnology Group, LLC On February 29, 2012, a promissory note issued to BlueCrest Master Fund Limited (“BlueCrest”) was assigned to Northstar Biotechnology Group, LLC (“Northstar”), owned partly by certain directors and existing shareholders of the Company at the time, including Dr. William P. Murphy Jr., Dr. Samuel Ahn and Charles Hart. At the date of the assignment, the principal amount of the BlueCrest note was $544,267 (the “Note”). On March 30, 2012, the Company and Northstar agreed to extend until May 1, 2012 the initial payment date for any and all required monthly under the Note, such that the first of the four monthly payments required under the Note will be due and payable on May 1, 2012 and all subsequent payments will be due on a monthly basis thereafter commencing on June 1, 2012, and to waive any and all defaults and/or events of default under the Note with respect to such payments. The Company did not make the required payment, and as a result, was in default of the revised agreement. The Company renegotiated the terms of the Note and Northstar agreed to suspend the requirement of principal payments by the Company and allow payment of interest-only in common stock. On September 21, 2012, the Company issued 5,000 common stock purchase warrants to Northstar that was treated as additional interest expense upon issuance. On October 1, 2012, the Company and Northstar entered into a limited waiver and forbearance agreement providing a recapitalized new note balance comprised of all sums due Northstar with a maturity date extended perpetually. The Company agreed to issue 5,000,000 shares of Series A Convertible Preferred Stock and 10,000 shares of common stock in exchange for $210,000 as payment towards outstanding debt, default interest, penalties, professional fees outstanding and due Northstar. In addition, the Company executed a security agreement granting Northstar a lien on all patents, patent applications, trademarks, service marks, copyrights and intellectual property rights of any nature, as well as the results of all clinical trials, know-how for preparing Myoblasts, old and new clinical data, existing approved trials, all right and title to Myoblasts, clinical trial protocols and other property rights. In addition, the Company granted Northstar a perpetual license on products as described for resale, relicensing, and commercialization outside the United States. In connection with the granted license, Northstar shall pay the Company a royalty of up to 8% on revenues generated. Effective October 1, 2012, the interest rate was 12.85% per annum. The parties agreed, as of February 28, 2013, to reduce the interest rate to 7% per annum. In connection with the consideration paid, Northstar waived, from the effective date through the earlier of termination or expiration of the agreement, satisfaction of the obligations as described in the forbearance agreement. In 2012, 5,000,000 shares of Series A Convertible Preferred Stock were approved to be issued, which was subsequently increased to 20,000,000 shares of preferred stock as Series A Convertible Preferred Stock. In addition, the Company was obligated to issue additional preferred stock equal in lieu of payment of cash of accrued and unpaid interest on each six-month anniversary of the effective date (October 1, 2012). In lieu of the initial two payments in preferred stock, the parties agreed to modify the voting rights of the subsequently cancelled Series A Convertible Preferred Stock from 20 votes per share on matters to be voted on by the common stockholders to 25 votes per share on matters to be voted on by the common stockholders and all prior and subsequent payments of interest will be in common stock. The Company is required to issue additional shares of its common stock (as amended), in lieu of cash, each six-month anniversary of the effective date for any accrued and unpaid interest. On September 30, 2013, the Company issued 8,772 shares of its common stock as payment of $100,000 towards principal. On December 24, 2013, the Company issued 3,916 shares of its common stock as payment of accrued interest through June 30, 2013 of $85,447. On April 2, 2014, the Company issued 275 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,635 due April 1, 2014 per the forbearance agreement. On September 17, 2014, the limited waiver and forbearance agreement entered into on October 1, 2012 to provide that the perpetual license on products as described for resale, relicensing and commercialization outside the United States was amended as such on the condition that Northstar provide certain financing, which financing the Company, in its sole discretion, could decline and retain the license. On October 3, 2014, the Company issued 515 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,705 due October 1, 2014 per the forbearance agreement. On April 3, 2015, the Company issued 1,363 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,635 due April 1, 2015 per the forbearance agreement. On October 2, 2015, the Company issued 4,156 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,705 due October 1, 2015 per the forbearance agreement. On October 7, 2015, the Company issued 34,522 shares of its common stock in settlement of $100,000 principal payment towards the outstanding debt. On April 7, 2016, the Company issued 57,778 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,705 due April 1, 2016 per the forbearance agreement. On October 6, 2016, the Company issued 848,490 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,705 due October 1, 2016 per the forbearance agreement. On March 1, 2017, Northstar and the Company entered into a settlement agreement (“Settlement Agreement “) related to then pending litigation. Pursuant to the terms and conditions of the Settlement Agreement, Northstar converted its outstanding Series A Convertible preferred stock, into twenty million (20,000,000) shares of common stock according to the original conversion terms. In addition, and separate and apart from the conversion, Northstar received eleven million (11,000,000) shares of the Company’s common stock. Northstar will receive ten percent (10%) of all Company international sales (based on a gross sales basis). There was no effect of the 10% obligation as there were no international sales in 2017 or through 2019. Furthermore, a Northstar designee, Greg Knutson, was appointed as a member of the Board of Directors of the Company and two Company directors, Michael Tomas and Kristin Comella, each exercised their prior Northstar options to each receive a five percent (5%) member interest in Northstar. The parties agreed to a mutual release and Northstar agreed to terminate any UCC lien on the Company assets previously filed for the benefit of Northstar. On March 9, 2017 and April 1, 2017, the Company issued 30,000,000 and 1,000,000 shares of its common stock, respectively, as described above. In connection with the settlement, the Company recorded a loss on litigation settlement of $316,800. On April 1, 2017, the Company issued 286,315 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,703. On October 2, 2017, the Company issued 559,187 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,705. On October 19, 2018, the Company issued 164,523 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $9,195. On April 19, 2019, the Company issued 379,141 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $9,145. On October 1, 2019, the Company issued 1,692,353 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $9,195. As of December 31, 2019 and 2018, the remaining carrying value of the note was $262,000. At December 31, 2019 and 2018, accrued interest on the note was $8,700, and is included in accrued expenses on the accompanying balance sheet. Notes Payable - Mr. Tomas, President and Chief Executive Officer On August 7, 2017, the Company issued a $500,000 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due one year from date of issuance. During the year ended December 31, 2019 and 2018, the Company paid principal of $321,607 and $16,707, respectively, of this note. As of December 31, 2019 and 2018, the remaining carrying value of the note was $161,786 and 483,393, respectively. On May 7, 2018, the Company issued a $500,000 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due six months from date of issuance. As of December 31, 2019 and 2018, the remaining carrying value of the note was $500,000. On July 1, 2019, the Company issued a $500,000 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due November 7, 2019. As of December 31, 2019, the remaining carrying value of the note was $500,000. On December 31, 2019, the Company issued a $178,077 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due on demand. As of December 31, 2019, the remaining carrying value of the note was $178,077. At December 31, 2019 and 2018, accrued interest on the notes was $389,695 and $340,009, respectively, and is included in accrued expenses on the accompanying balance sheet. Notes Payable - Dr. Comella, former Chief Science Officer On September 6, 2016, the Company issued a $300,000 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and was due upon demand. During the year ended December 31, 2019, the Company received back $107,868 of principal amounts previously paid for this note. During the year ended December 31, 2018, the Company paid principal of $90,086 of this note. As of December 31, 2019 and 2018, the remaining carrying value of the note was $255,579 and $147,711, respectively. On August 7, 2017, the Company issued a $300,000 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due one year from date of issuance. As of December 31, 2019 and 2018, the remaining carrying value of the note was $300,000. On May 7, 2018, the Company issued a $300,000 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due six months from date of issuance. As of December 31, 2019 and 2018, the remaining carrying value of the note was $300,000. On July 1, 2019, the Company issued a $300,000 promissory note in exchange for compensation earned. The promissory note bears interest of 5% per annum and is due November 7, 2019. As of December 31, 2019, the remaining carrying value of the note was $300,000. At December 31, 2019 and 2018, accrued interest on the notes was $150,708 and $102,974, respectively, and is included in accrued expenses on the accompanying balance sheet. Dr. Comella is no longer a member of the Board of Directors after September 1, 2019. December 31, 2019 2018 Northstar $ 262,000 $ 262,000 Note payable, Mr. Tomas 161,786 483,393 Note payable, Mr. Tomas 500,000 500,000 Note payable, Mr. Tomas 500,000 - Note payable, Mr. Tomas 178,077 - Note payable, Dr. Comella* 255,579 147,711 Note payable, Dr. Comella* 300,000 300,000 Note payable, Dr. Comella* 300,000 300,000 Note payable, Dr. Comella* 300,000 - Total officer and director notes $ 2,757,442 $ 1,993,104 * Dr. Comella is no longer a member of the Board of Directors effective September 1, 2019. Other Transactions Related Parties Transactions with Pavillion, Inc. On May 1, 2016, the Company entered into a consulting agreement with Pavillion, Inc., whose owner is related to an officer of the Company. The agreement is for 12 months and renewable for six-month periods. Compensation is at $250 per hour in cash or, at the Company’s discretion, in shares of the Company’s common stock. For the year ended December 31, 2019 and 2018, the Company has incurred $0 and $120,000, respectively, of expense under the agreement. As of December 31, 2019 and 2018, the Company had $0 and $64,909, respectively, in accounts payable owed to Pavillion. On June 1, 2018, effective June 30, 2018, the Company terminated the agreement in accordance with its terms and no further compensation was derived by Pavillion. Transactions with GACP On March 3, 2017, the Company entered into an asset sale and lease agreement (sale/leaseback transaction, the “Asset Sale and Lease Agreement”) with General American Capital Partners (GACP), whereby the Company sold certain lab, medical and other equipment relating to the cell banking business for $400,000 and leased back the sold equipment over a three-year term. The Company determined that the transaction was a capitalized lease and accordingly recorded the leased assets and liabilities based on the estimated present value of the minimum lease payments (see Note 4). In connection with the Asset Sale and Lease Agreement, the Company is obligated to accrue 10% of cell-banking revenue as for marketing, offset by any incurred costs of the Company. At December 31, 2019 and 2018, the outstanding accrued marketing obligation is $0 and $179,353, respectively (See Note 7). On March 3, 2017, the Company also entered into a customer purchase agreement with GACP whereby the Company received a deposit $50,000 (included in long-term liabilities at December 31, 2018) in exchange for the sale of the first 5,000 future customers of the cell-banking business after the effective date of the agreement; GACP also had the right to purchase additional customers at a price of $20 per customer. There is no reduction in the selling price should the new customers be fewer than 5,000. The effective date of the sale is upon the expiry or early termination of the aforementioned Asset Sale and Lease Agreement. March 3, 2017, the Company also entered into an asset purchase agreement of intellectual property with GACP whereby the Company received a deposit of $50,000 (included in long-term liabilities at December 31, 2018) for the sale of all of the Company’s worldwide rights, title or interest in certain intellectual and other property (as defined) associated with the cell-banking business. The effective date of the sale is upon the expiry or early termination of the aforementioned Asset Sale and Lease Agreement. Effective May 9, 2018, pursuant to an Amendment to the Asset Sale and Lease Agreement, GACP suspended their obligation to open additional clinics (tolling such obligation to a mutually agreeable date in the future) and it has suspended the monthly aggregate number of stem cell kits set forth for purchase in a given month arising from such clinics. As a consequence of the Court Order dated June 4, 2019 (see Note 12 “Government Claim”), the Company resolved to divest itself of certain equipment and other assets (the “Equipment Assets”) used in connection with the Company’s human tissue banking business, but consistent however with the requirements of the Court Order, and to adjust the business plan and operations to accommodate this potential divesture. To facilitate the above, the Company entered into the following agreements: ● Termination and Release Agreement by and between GACP, the Company, and Michael Tomas and Kristin Comella dated September 24, 2019 (terminating the Non-Competition and Non-Solicitation Agreement between U.S. Stem Cell, Inc. and GACP Stem Cell Bank LLC., dated March 3, 2017). ● Letter Agreement on Stem Cell Processing and Storage by and between the Company and American Cell Technology, LLC Effective October 9, 2019, the Company terminated the Asset Sale and Lease Agreement by and between the Company and GACP. Accordingly, the long-term deposit liabilities were written off, resulting in a gain on debt settlement of $100,000. In addition, the capital lease liabilities and right of use assets and lease liabilities were also written off (See Note 6 and Note 8). |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 11 FAIR VALUE MEASUREMENT The Company adopted the provisions of ASC 825-10. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: ● Level 1 – Quoted prices in active markets for identical assets or liabilities. ● Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. All items required to be recorded or measured on a recurring basis are based upon Level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. As of December 31, 2019 and 2018, the Company did not have any items that would be classified as level 1, 2 or 3 disclosures. As of December 31, 2019 and 2018, the Company did not have any derivative instruments that were designated as hedges. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 12 COMMITMENTS AND CONTINGENCIES Employment Agreements On July 1, 2019, the Company’s Board of Directors approved the 2019/2020 salary for Mike Tomas, Chief Executive Officer, for $750,000 per year, beginning July 1, 2019 with an incentive bonus ranging from $150,000 to $500,000. In addition, the Board of Directors approved a bonus of $500,000 and options to acquire 20,000,000 shares of the Company’s common stock for ten years with four-year vesting and a cashless exercise provision. The cash bonus may be paid in the form a six-month promissory note bearing interest at 5% per annum. On May 7, 2018, the Company’s Board of Directors approved the 2018/2019 salary for Mike Tomas, Chief Executive Officer, for $750,000 per year, beginning July 1, 2018 with an incentive bonus ranging from $150,000 to $500,000. In addition, the Board of Directors approved a bonus of $500,000 and options to acquire 20,000,000 shares of the Company’s common stock for ten years with four-year vesting and a cashless exercise provision. The cash bonus may be paid in the form a six-month promissory note bearing interest at 5% per annum. On July 1, 2019, the Company’s Board of Directors approved the 2019/2020 salary for Kristin Comella, Chief Scientific Officer, for $400,000 per year, beginning July 1, 2018 with an incentive bonus ranging from $100,000 to $300,000. In addition, the Board of Directors approved a bonus of $300,000 and options to acquire 10,000,000 shares of the Company’s common stock for ten years with four-year vesting and a cashless exercise provision. The cash bonus may be paid in the form a six-month promissory note. On May 7, 2018, the Company’s Board of Directors approved the 2018/2019 salary for Kristin Comella, Chief Scientific Officer, for $400,000 per year, beginning July 1, 2018 with an incentive bonus ranging from $100,000 to $300,000. In addition, the Board of Directors approved a bonus of $300,000 and options to acquire 10,000,000 shares of the Company’s common stock for ten years with four-year vesting and a cashless exercise provision. The cash bonus may be paid in the form a six-month promissory note. Effective September 1, 2019, Dr. Comella resigned from the Company. Royalty Agreement / Middle East On November 9, 2016, the Company entered into an Intellectual Property License Agreement whereby the Company granted High Rise Group Company the exclusive right to the Company’s intellectual property (as defined) for the licensed use and development in Kuwait and other GCC/Middle East countries for 25 years in exchange for a payment of $75,000 and a 5% royalty generated under the agreement. The licensing agreement is recorded as deferred revenue and amortized over the term of the agreement. The carrying balance as of December 31, 2019 and 2018 was $65,500 and $68,500, respectively. The intent is for U.S. Stem Cell Middle East to offer regenerative treatment options to patients, based on U.S. Stem Cell, Inc. products and technologies like MyoCell™. To date, the first clinic in Kuwait City has been completed but has not begun operations as High Rising Group has not yet been able to secure regulatory approvals to operate. Litigation On December 12, 2017, a product liability lawsuit was filed in Broward County, specifically Jeannine Mallard v. U.S. Stem Cell, Inc., US Stem Cell Clinics LLC., Regenestem, LLC., Regenestem Network, LLC., and Kristin C. Comella. The Company will continue to defend it vigorously. On December 6, 2019, the Company was one of the parties to a Settlement Agreement and General Release (the “Agreement”) related to certain medical procedures. Without admitting any liability, and as part of that Agreement, the Company agreed to provide a five-year non-interest bearing unsecured promissory note, dated December 6, 2019, in the principal amount of $250,000, payable in monthly increments of $750 per month, with a final balloon payment of $205,000 due on January 1, 2025 (see Note 8, “Mallard”). The case has been dismissed, with the Court reserving jurisdiction to enforce the Agreement. On September 17, 2015, a product liability lawsuit was filed in Broward County, specifically Patsy Bade v. Bioheart, Inc. US Stem Cell Clinics LLC, Alejandro Perez, ARNP, and Shareen Greenbaum, M.D., and on November 30, 2015, a product liability lawsuit was filed in Broward County, specifically Elizabeth Noble v. Bioheart, Inc. US Stem Cell Clinics LLC, Alejandro Perez, ARNP, and Shareen Greenbaum, M.D. During the year ended December 31, 2016, both matters were settled by the Company’s insurance policy with no additional cost to the Company, except for the obligation to pay the insurance company deductible of $100,000, of which $11,000 was paid in fiscal 2017. The remaining amount due under this settlement is $29,000 and $30,050 as of June 30, 2020 and December 31, 2019, respectively, and is included in accounts payable. On June 3, 2019, the Company was one of the parties to a Settlement Agreement and General Release (the “Agreement”) related to certain medical procedures. Without admitting any liability, and as part of that Agreement, the Company agreed to provide a five-year 5.25% Promissory Note, dated June 15, 2019, in the principal amount of Five Hundred Thousand Dollars ($500,000), payable in monthly increments of Five Thousand ($5,000) per month (see Note 8, “Weider”). On July 27, 2020, Brenda Leonhardt filed a lawsuit against U.S. Stem Cell, Inc., Mike Tomas, Dr. William P. Murphy, Jr., Richard T. Spencer, III, Mark Borman, Dr. Samuel S. Ahn, Charles Hart, Sheldon T. Anderson, Greg Knutson, and Kristin Comella in Broward County Court, Case No. CACE-10-012095. The lawsuit alleges breach of a settlement agreement, breach of contract with respect to failure to make a balloon payment under a promissory note, and under several tort theories such as misrepresentation and fraudulent transfer. The Company denies most of the allegations in the lawsuit, and moved to dismiss almost all of the claims. The motions to dismiss remain pending. U.S. Stem Cell, Inc. does note that it provided a promissory note to Ms. Leonhardt, which has not been fully satisfied. The Company is subject at times to other legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. There was no outstanding litigation as of June 30, 2020 other than that described above. Government Claim On May 9, 2018, the U.S. Department of Justice filed an injunctive action, specifically United States of America v. U.S. Stem Clinic, LLC, U.S. Stem Cell, Inc., Kristin C. Comella, and Theodore Gradel. The Complaint alleges, among other matters that the defendants manufacture “stromal vascular fraction” (SVF) products from patient adipose (fat) tissue, which the companies then market as stem cell-based treatments, and which U.S. Stem Cell Clinic, LLC administers to patients, without first obtaining what the government alleges are necessary FDA approvals. Although Theodore Gradel was initially listed as a defendant, he subsequently entered into a consent agreement and is no longer a party to this case. The U.S. and the defendants filed cross motions for summary judgment, each asking for a ruling in its favor. On June 3, 2019, the Court entered an order granting Summary Judgment for the government and denying the defendants’ motion for summary judgment. The order focused on the defendants’ actions in providing and marketing SVF therapy. In an order dated June 4, 2019, the Court granted the defendants’ request to allow it the opportunity to work out the language of the form of injunction with the government, and if unsuccessful, to provide a status report to the Court by June 14, 2019, outlining areas of disagreement. The Court further ordered that the defendants (U.S. Stem Clinic, LLC, U.S. Stem Cell, Inc., and Kristin C. Comella) “not sell, provide or otherwise engage in any SVF therapy or any other activities to be regulated by the FDA as explained in the Court’s Order on the Parties’ Motions for Summary Judgment.” On June 25, 2019, the Court entered an Order of Permanent Injunction, generally enjoining the defendants with respect to the SVF Product and requiring other actions. The Company filed an appeal on August 23, 2019 and its counsel attended appellate oral argument on January 13, 2021. On June 2, 2021, the Eleventh Circuit Court ruled to affirm lower courts’ judgement. The Company did not challenge the district court’s judgment upon any other ground. The Company is not able to predict the duration, scope, results, or consequences of the U.S. Department of Justice actions and final rulings and management is assessing its options on a going forward basis. The Company, in divesting certain equipment and other assets and assigning its lease, has and will continue to experience a decrease in revenues as the Company both maintains the remainder of the business and transitions into similar or unrelated business opportunities as determined by management; However, management is not able to predict the duration, scope, results, or consequences of the summary judgment and any transition of the business plan. There can be no assurance that the Company will prevail on its appeal and obtain a reversal of the final judgment. After the Court’s issuance of the Order of Permanent Injunction, the Company has received demand letters for compensation from persons who store their SVF Product and/or other tissue product with the tissue bank (several of the persons have requested refunds of the monies paid to the tissue bank and one person has requested a full refund of monies paid to an altogether separate company due to her not receiving the full amount of treatments she requested; such requests for compensation, to date, have not been material) and requests that the Company preserve cells in the Company’s possession. The Company sought guidance from the Court, which entered an order generally staying the requirement to destroy any SVF Product, pending a decision on the Company’s appeal. Many of the tissue bank depositors attempted to intervene in the FDA action, and filed an appeal when their intervention was denied. Their appeal was dismissed. It is anticipated that these depositors will present their position on tissue/SVF preservation to the trial court now that the appeal has been decided. As disclosed by the Company previously, the Company entered into a transaction in 2019 in which it divested itself of the operation of the tissue bank. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 13 STOCKHOLDERS DEFICIT Common Stock During the year ended December 31, 2018, the Company issued an aggregate of 15,220,378 shares of its common stock, having a fair value of $578,479, in settlement of outstanding accounts payable and accrued expenses. In connection with the issuance, the Company incurred a $43,180 net gain on settlement of debt. During the year ended December 31, 2018, the Company issued an aggregate of 10,866,274 shares of its common stock, having a fair value of $449,931, for services. During the year ended December 31, 2018, the Company issued 526,818 shares of its common stock, having a fair value of $14,522, as reimbursement for expenses incurred by a member of the Company’s board of directors. During the year ended December 31, 2018, the Company issued an aggregate of 9,350,508 shares of its common stock for cash proceeds of $367,700. During the year ended December 31, 2019, the Company issued an aggregate of 22,371,084 shares of its common stock, having a fair value of $348,460, in settlement of outstanding accounts payable and accrued expenses. In connection with the issuance, the Company incurred a $27,097 net gain on settlement of debt. During the year ended December 31, 2019, the Company issued an aggregate of 4,000,000 shares of its common stock, having a fair value of $89,250, for services. During the year ended December 31, 2019, the Company issued an aggregate of 13,276,707 shares of its common stock for cash proceeds of $50,000. Stock Options On April 1, 2013, the Board of Directors approved, subject to subsequently received stockholder approval, the establishment of the Bioheart 2013 Omnibus Equity Compensation Plan, or the “2013 Omnibus Plan” (replacing the 1999 Officers and Employees Stock Option Plan, or the Employee Plan, and the 1999 Directors and Consultants Stock Option Plan). The 2013 Omnibus Plan initially reserved up to fifty thousand (50,000) shares of common stock for issuance. On August 4, 2014, the Board of Directors approved to set the reserve to one hundred thousand (100,000) shares of common stock for issuance and to close the 1999 Officers and Employees Stock Option Plan. On February 2, 2015, at the annual meeting of stockholders, the 2013 Omnibus Equity Compensation Plan was approved. On November 2, 2015, the Company increased the shares reserved under the 2013 Omnibus Plan to five hundred million (500,000,000) shares of common stock for issuance. Effective September 16, 2016, the Company approved an additional twenty five million (25,000,000) shares of common stock to the reserve; effective April 21, 2017, the Company approved an additional twenty five million (25,000,000) shares of common stock to the reserve; effective August 7, 2017, the Company approved an additional thirty million (30,000,000) shares of common stock to the reserve; and effective May 7, 2018, the Company approved an addition of one hundred million (100,000,000) shares of common stock to reserve. On May 7, 2018, the Company granted an aggregate 30,000,000 options to purchase the Company’s common stock at $0.0536 per share to key employees, vesting over 4 years, at grant date anniversary and exercisable over 10 years. The aggregate fair value of $1,438,473, was determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: 0%; Volatility: 261.13% and Risk free rate: 2.90%. On August 8, 2018, the Company granted an aggregate 2,340,000 options to purchase the Company’s common stock at $0.0258 per share to key employees, vesting over 4 years, at grant date anniversary and exercisable over 10 years. The aggregate fair value of $91,988, was determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: 0%; Volatility: 217.72% and Risk free rate: 2.83%. On December 3, 2018, the Company granted an aggregate 9,000,000 options to purchase the Company’s common stock at $0.0251 per share to board members, vesting immediately exercisable over 10 years. The aggregate fair value of $195,722, was determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: 0%; Volatility: 215.29% and Risk free rate: 2.83%. On September 1, 2019, the Company granted an aggregate 33,400,000 options to purchase the Company’s common stock at $0.0056 per share to key employees, vesting over 4 years, at grant date anniversary and exercisable over 10 years. The aggregate fair value of $192,189, was determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: 0%; Volatility: 215.10% and Risk-free rate: 1.45%. On November 18, 2019, the Company granted to its directors an aggregate of 7,500,000 options to purchase the Company’s common stock at $0.0049 per share that vested immediately and are exercisable for 10 years. The aggregate fair value of $34,477, was determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: 0%; Volatility: 213.97% and Risk-free rate: 1.81%. A summary of the stock option activity for the year ended December 31, 2019 and 2018 is as follows: Weighted Weighted Average Average Number of Exercise Remaining Life Intrinsic Options Price In Years Value Outstanding, December 31, 2017 71,630,763 $ 0.0280 9.2 $ 314,930 Granted 41,340,000 $ 0.0458 Exercised - Forfeited/Expired (70 ) $ 2,625.08 Outstanding, December 31, 2018 112,970,693 $ 0.0329 8.7 $ 189,540 Granted 40,900,000 $ 0.0055 Exercised - Forfeited/Expired (42,750,219 ) $ 0.0280 Outstanding, December 31, 2019 111,120,474 $ 0.0247 8.3 $ - Exercisable, December 31, 2019 55,026,724 $ 0.0255 7.9 $ - Options Outstanding Options Exercisable Weighted Weighted Weighted Outstanding Average Average Exercisable Average Exercise Number of Exercise Remaining Life Number of Exercise Price Options Price In Years Options Price $0.000 to $0.010 41,900,000 $ 0.0051 9.0 13,050,000 $ 0.0047 $0.011 to $0.020 16,300,000 $ 0.0196 6.7 13,800,000 $ 0.0196 $0.021 to $0.030 9,710,000 $ 0.0253 8.9 8,052,500 $ 0.0252 $0.0363 22,735,000 $ 0.0363 7.6 14,680,000 $ 0.0363 $0.0536 20,000,000 $ 0.0536 8.4 5,000,000 $ 0.0536 $0.1540 475,474 $ 0.1540 5.8 444,224 $ 0.1540 111,120,474 $ 0.0247 8.3 55,026,724 $ 0.0255 The aggregate intrinsic value of outstanding stock options was $0, based on options with an exercise price less than the Company’s stock price of $0.0035 as of December 31, 2019, which would have been received by the option holders had those option holders exercised their options as of that date. The fair value of all options that vested during the years ended December 31, 2019 and 2018 was $735,176 and $753,007, respectively. As of December 31, 2019, the Company had $1,415,552 of total unrecognized compensation cost related to non-vested awards granted under the 2013 Omnibus Plan, which the Company expects to recognize over a weighted average period of 1.24 years. Warrants On August 27, 2018, the Company issued 1,000,000 warrants to purchase the Company’s common stock at $0.02713 per share for services rendered, vesting 6 months from issuance and exercisable over 10 years. The aggregate fair value of $24,986, was determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: 0%; Volatility: 217.01% and Risk free rate: 2.85%. A summary of the warrant activity for the year ended December 31, 2019 and 2018 is as follows: Weighted Weighted Average Average Remaining Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, December 31, 2017 133,591 $ 126.2600 4.7 $ - Granted 1,000,000 $ 0.0271 Exercised - Expired (19,572 ) $ 24.46 Outstanding, December 31, 2018 1,114,019 $ 14.7350 9.1 $ - Granted - Exercised - Expired (3,551 ) $ 607.31 Outstanding, December 31, 2019 1,110,468 $ 12.84 8.2 $ - Exercisable, December 31, 2019 1,108,923 $ 2.14 8.2 $ - Warrants Outstanding Warrants Exercisable Weighted Weighted Weighted Outstanding Average Average Exercisable Average Exercise Number of Exercise Remaining Life Number of Exercise Price Warrants Price In Years Warrants Price $0.00 to $20.00 1,086,536 $ 1.27 8.2 1,086,536 $ 1.27 $20.01 to $30.00 19,543 $ 25.06 4.2 19,543 $ 25.06 $40.01 to $50.00 2,253 $ 48.83 2.8 2,253 $ 48.83 $50.01 to $60.00 543 $ 60.00 1.6 543 $ 60.00 >$60.00 1,593 $ 7,690.00 6.8 48 $ 7,690.00 1,110,468 $ 12.84 8.2 1,108,923 $ 2.14 The aggregate intrinsic value of the issued and exercisable warrants of $-0- represents the total pretax intrinsic value, based on warrants with an exercise price less than the Company’s stock price of $0.0035 as of December 31, 2019, which would have been received by the warrant holders had those warrants holders exercised their warrants as of that date. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 14 INCOME TAXES The Company’s provision (benefit) for income taxes consists of the following United States federal and state components: For the Years Ended December 31, 2019 2018 Current: Federal $ - $ - State - - Deferred: Federal (69,163 ) (953,934 ) State (14,310 ) (197,373 ) (83,473 ) (1,151,307 ) Change in valuation allowance 83,473 1,151,307 Income tax provision (benefit) $ - $ - The deferred tax expense (benefit) is the change in the deferred tax assets and liabilities representing the tax consequences of changes in the amounts of temporary differences, net operating loss carryforwards and changes in tax rates during the year. The Company’s deferred tax assets and liabilities are comprised of the following: December 31, 2019 2018 Deferred tax assets: Net operating losses $ 24,929,613 $ 25,419,811 Share-based compensation 4,089,261 3,902,930 Deferred compensation 632,470 415,469 Pre-litigation settlement 172,977 - Other 260,024 262,662 Total deferred tax assets 30,084,345 30,000,872 Valuation allowance (30,084,345 ) (30,000,872 ) Net deferred tax assets - - Deferred tax liabilities: Total deferred tax liabilities - - Total $ - $ - The Tax Cuts and Jobs Acts (the “Act”) was enacted on December 22, 2017. The Act reduces the U.S. federal corporate income tax rate from 35% to 21%. ASC 740, “Income Taxes”, requires that effects of changes in tax rates to be recognized in the period enacted. Recognizing the late enactment of the Act and complexity of accurately accounting for its impact, the Securities and Exchange Commission in Staff Accounting Bulletin 118 provides guidance that allows registrants to provide a reasonable estimate of the Act in their financial statements and adjust the reported impact in a measurement period not to exceed one year. As of December 31, 2019 and 2018, the Company had U.S. federal net operating loss carryforwards of approximately $98.4 million and $98.7 million, respectively, of which $2.0 million do not expire, but are instead limited to 80% of taxable income in the year utilized. The remaining loss carryforwards expire at various dates from 2020 through 2037. These net operating loss carryforwards may be used to offset future taxable income and thereby reduce the Company’s U.S. federal income taxes. Section 382 of the Internal Revenue Code of 1986 (the “Code”) imposes an annual limit on the ability of a corporation that undergoes a greater than 50% ownership change to use its net operating loss carry forwards to reduce its tax liability. If in the future the Company issues common stock or additional equity instruments convertible into common shares which result in an ownership change exceeding the 50% limitation threshold imposed by section 382 of the Code, the Company’s net operating loss carryforwards may be significantly limited as to the amount of use in a particular year. In addition, all or a portion of the Company’s net operating loss carryforwards may expire unutilized. As of December 31, 2019 and 2018, the Company had net operating loss carryforwards for state income tax purposes of approximately $98.4 million and $98.7 million, respectively, of which $2.0 million do not expire, but are instead limited to 80% of taxable income in the year utilized. The remaining loss carryforwards expire at various dates from 2020 through 2037. For U.S. purposes, the Company has not completed its evaluation of NOL utilization limitations under Internal Revenue Code, as amended (the “Code”) Section 382/383, change of ownership rules. If the Company has had a change in ownership, the NOL’s would be limited as to the amount that could be utilized each year, based on the Code or might be eliminated. The Company has provided a full valuation allowance against its net deferred tax assets, since in the opinion of management based upon the earnings history of the Company; it is more likely than not that the benefits of these assets will not be realized. The Company complies with the provisions of FASB ASC 740-10 in accounting for its uncertain tax positions. ASC 740-10 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely that not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Management has determined that the Company has no significant uncertain tax positions requiring recognition under ASC 740-10. The Company is subject to income tax in the U.S., and certain state jurisdictions. The Company has not been audited by the U.S. Internal Revenue Service, or any states in connection with income taxes. The Company’s tax years generally remain open to examination for all federal and state tax matters until its net operating loss carryforwards are utilized and the applicable statutes of limitation have expired. The federal and state tax authorities can generally reduce a net operating loss (but not create taxable income) for a period outside the statute of limitations in order to determine the correct amount of net operating loss which may be allowed as a deduction against income for a period within the statute of limitations. The Company recognizes interest and penalties related to unrecognized tax benefits, if incurred, as a component of income tax expense. The significant elements contributing to the difference between the United States federal statutory tax rate and the Company’s effective tax rate are as follows: For the Years Ended December 31, 2019 2018 US federal statutory rate $ (805,421 ) $ (453,690 ) State tax rate, net of federal benefit (156,467 ) (22,280 ) Tax effect of expiring net operating loss 181,704 - Other 696,711 (675,337 ) Change in valuation allowance 83,473 1,151,307 Income tax provision (benefit) $ - $ - |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | NOTE 15 CONCENTRATIONS Concentrations of Credit Risk The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Generally, the Company’s cash and cash equivalents in interest-bearing accounts does not exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. Concentrations of Revenues For the years ended December 31, 2019 and 2018, one customer accounted for 11% of the Company’s net revenues. Concentrations of Accounts Receivable As of December 31, 2019, two customers represented 47% and 47%, respectively, representing an aggregate of 94% of the Company’s accounts receivable. As of December 31, 2018, four customers represented 41%, 16%, 10%, and 10%, respectively, representing an aggregate of 77% of the Company’s accounts receivable. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 16 SUBSEQUENT EVENTS On June 1, 2020, the Company defaulted on a promissory note. Upon default, the note became due in full and the Company began accruing interest at the default interest rate of 18% (See Note 9). |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, stock-based compensation, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable, accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are non-interest bearing and are stated at gross invoice amounts less an allowance for doubtful accounts. Credit is extended to customers based on an evaluation of their financial condition, industry reputation, and other judgmental factors considered by the Company’s management. The Company generally does not require collateral or other security interest to support accounts receivable. Based on trends and specific factors, the customer’s credit terms may be modified, including required payment upon delivery. The Company performs regular on-going credit evaluations of its customers as deemed relevant. As events, trends, and circumstance warrant, the Company’s management estimates the amounts that are more likely than not to be uncollectible. These amounts are recognized as bad debt expense and are reflected within selling, general, administrative and other expenses on the Company’s accompanying statement of operations. Any charges to the allowance for doubtful accounts on accounts receivable are charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and the current status of accounts receivable. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. As of December 31, 2019 and 2018, the allowance for doubtful accounts was $13,203 and $30,808, respectively. |
Inventory, Policy [Policy Text Block] | Inventories Inventories are stated at the lower of cost or market with cost being determined on a first-in, first-out (FIFO) basis. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. During the periods presented, there were no inventory write-downs. |
Equity Method Investments [Policy Text Block] | Investments The Company follows Accounting Standards Codification subtopic 323-10, Investments-Equity Methods and Joint Ventures (“ASC 323-10) which requires the accounting for investments where the Company can exert significant influence, but not control of a joint venture or equity investment. The Company accounted for its 49.9% member interest ownerships of U.S. Stem Cell Clinic, LLC and Regenerative Wellness Clinic, LLC, respectively, and its 49% member interest ownership of U.S. Stem Cell Clinic of the Villages utilizing the equity method of accounting (See Note 5). |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 15 years. Equipment under capital leases is recorded at the estimated present value of the minimum lease payments. Equipment under capital leases is amortized over the term of the lease, which is three years. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets The Company follows FASB ASC 360-10-15-3, “Impairment or Disposal of Long-lived Assets.” Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. The Company determined that there was no impairment on its long-lived assets during the period presented. |
Revenue [Policy Text Block] | Revenue Recognition Effective January 1, 2018, the Company recognizes revenue in accordance with Accounting Standards Codification 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. At the time of each transaction, management assesses whether the fee associated with the transaction is fixed or determinable and whether or not collection is reasonably assured. The assessment of whether the fee is fixed or determinable is based upon the payment terms of the transaction. Collectability is assessed based on a number of factors, including past transaction history with the client and the creditworthiness of the client. The Company’s primary sources of revenue are from the sale of test kits and equipment, training services, patient treatments, laboratory services and cell banking. Revenues for kits and equipment sold are not recorded until kits and equipment are received by the customer. Revenues from in-person trainings are recognized when the training occurs and revenues from on demand online trainings are recognized when the customer purchases the rights to the training course. Any cash received as a deposit for trainings are recorded by the Company as a liability. Patient treatments and laboratory services revenue are recognized when those services have been completed or satisfied. Revenues for cell banking are accounted for as multiple performance obligations as described in ASC 606 and addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. Because the Company sells its services separately, on more than a limited basis and at a price within a narrow range, the Company was able to allocate revenue based on stand-alone pricing. The multiple performance obligations include stem cell banking, dose retrieval and yearly storage fees. Revenues for stem cell banking and dose retrieval is recognized at the point of service and revenues for the yearly storage fees is recognized over the term of the banking contract, which is typically one year with annual renewals. At December 31, 2019 and 2018, the Company had deferred revenues of $86,300 and $359,165, respectively, which includes $65,500 and $68,500, respectively, to the Intellectual Property Licensing Agreement. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $263 and $5,439 for the year ended December 31, 2019 and 2018, respectively. |
Share-based Payment Arrangement [Policy Text Block] | Stock-Based Compensation Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Common Share The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted income (loss) per share as of December 31, 2019 and 2018 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: December 31, 2019 2018 Options 111,120,474 112,970,693 Warrants 1,110,468 1,114,019 Total potentially dilutive shares 112,230,942 114,084,712 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements FASB Accounting Standards Updates (“ASU”) 2017-04 (Topic 350), “Intangibles – Goodwill and Others” – Issued in January 2017, ASU 2017-04 simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. ASU 2017-04 is effective for annual periods beginning after December 15, 2019 including interim periods within those periods. The Company is currently evaluating the effect that ASU 2017-04 will have on its financial statements and related disclosures. FASB ASU 2017-01 (Topic 805), “Business Combinations: Clarifying the Definition of a Business” – Issued in January 2017, ASU 2017-01 revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. This guidance was effective for the Company in the first fiscal quarter of 2018. The adoption of this standard did not have a material impact on the Company’s financial statements and related disclosures. In February 2016, the FASB established ASC Topic 842, Leases (Topic 842), by issuing ASU No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company adopted the new standard on January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. The new standard had a material effect on the Company’s financial statements. The most significant effects of adoption relate to (1) the recognition of new ROU assets and lease liabilities on its balance sheet for real estate operating leases; and (2) providing significant new disclosures about its leasing activities. Upon adoption, the Company recognized additional operating lease liabilities, net of deferred rent, of approximately $57,000 based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. The Company also recognized corresponding ROU assets of approximately $57,000. On October 24, 2019, the Company entered into an Assignment and Assumption of Lease by and between the Company, American Cell Technology, LLC, and Sawgrass Business Plaza, LLC. Subsequently, the Company relocated to a new location within the same city and entered into a month-to-month lease. Accordingly, the right of use assets and lease liabilities were eliminated. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. Beginning in 2019, the Company changed to its disclosed lease recognition policies and practices, as well as to other related financial statement disclosures due to the adoption of this standard (See Note 6). FASB issued ASU 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity, and Derivatives and Hedging (“ASU 2017-11”) – Adopted in July 2017, ASU No. 2017-11 is intended to simplify the accounting for financial instruments with characteristics of liabilities and equity. Among the issues addressed are: (i) determining whether an instrument (or embedded feature) is indexed to an entity’s own stock; (ii) distinguishing liabilities from equity for mandatorily redeemable financial instruments of certain nonpublic entities; and (iii) identifying mandatorily redeemable non-controlling interests. The Company has adopted ASU No. 2017-11 effective as of January 1, 2018. The adoption of ASU No. 2017-11 has eliminated the derivative liabilities from the Company’s financial statements. The adoption of this standard has not had a material impact on the Company’s financial position and results of operations. FASB ASU No. 2018-07 (Topic 718), “Compensation – Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting” – Issued in June 2018, ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606. The Company adopted the new standard on January 1, 2019. The adoption of this guidance did not have a material impact on the Company’s financial condition or results of operations. In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. As a result, the Company will not separately present in equity an embedded conversion feature in such debt. Instead, we will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. We expect the elimination of these models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling under the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 removes certain disclosure requirements, including the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. ASU 2018-13 also adds disclosure requirements, including changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments on changes in unrealized gains and losses, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. ASU 2018-13 will become effective for the Company on January 1, 2020. The adoption of this update is not expected to have a material impact on the Company’s financial statements and related disclosures. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: December 31, 2019 2018 Options 111,120,474 112,970,693 Warrants 1,110,468 1,114,019 Total potentially dilutive shares 112,230,942 114,084,712 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment as of December 31, 2019 and 2018 is summarized as follows: December 31, 2019 2018 Laboratory and medical equipment $ - $ 5,590 Furniture, fixtures and equipment 5,598 125,633 Computer equipment 1,809 49,951 Equipment under capital lease - 624,602 Leasehold improvements - 362,046 Property and equipment, cost 7,407 1,167,822 Less: accumulated depreciation and amortization (7,407 ) (925,207 ) Property and equipment, net $ - $ 242,615 |
RIGHT TO USE ASSETS AND LEASE_2
RIGHT TO USE ASSETS AND LEASE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Lease, Cost [Table Text Block] | December 31, 2019 2018 Operating lease expense $ 106,471 $ 137,518 Variable lease expense 685 - Total lease expense $ 107,156 $ 137,518 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses consisted of the following as of December 31, 2019 and 2018: December 31, 2019 2018 Interest and fees payable to the Guarantors of the Company’s loan agreement with Seaside Bank $ 456,190 $ 347,235 Accrued interest payable 580,204 482,784 Vendor accruals and other 79,132 146,420 Marketing obligation - 179,353 Accrued expenses and other current liabilities $ 1,115,526 $ 1,155,792 |
NOTES AND CAPITAL LEASE PAYAB_2
NOTES AND CAPITAL LEASE PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Schedule of Debt [Table Text Block] | Notes and capital leases payable were comprised of the following as of December 31, 2019 and 2018: December 31, 2019 2018 Seaside Bank note payable $ 980,000 $ 980,000 Hunton & Williams note payable 391,000 444,000 Power Up Lending Group notes payable - 145,486 Weider note payable 482,939 - Mallard note payable 250,000 - Lab and medical equipment capitalized leases - 264,590 Total notes payable 2,103,939 1,834,076 Less unamortized debt discount (50,448 ) (74,653 ) Total notes payable net of unamortized debt discount 2,053,491 1,759,423 Less current portion (1,297,477 ) (462,330 ) Long-term portion $ 756,014 $ 1,297,093 |
Schedule of Capital Leased Assets [Table Text Block] | The following summarizes the assets under capital leases: December 31, 2019 2018 Lab, medical and other equipment $ 619,825 $ 619,825 Office equipment 4,777 4,777 Less: accumulated depreciation (624,602 ) (383,559 ) Equipment under capital lease $ - $ 241,043 December 31, 2019 2018 Leases payable, current $ - $ 225,084 Leases payable, long-term - 39,506 Total leases payable $ - $ 264,590 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | Officer and Director Notes December 31, 2019 2018 Northstar $ 262,000 $ 262,000 Note payable, Mr. Tomas 161,786 483,393 Note payable, Mr. Tomas 500,000 500,000 Note payable, Mr. Tomas 500,000 - Note payable, Mr. Tomas 178,077 - Note payable, Dr. Comella* 255,579 147,711 Note payable, Dr. Comella* 300,000 300,000 Note payable, Dr. Comella* 300,000 300,000 Note payable, Dr. Comella* 300,000 - Total officer and director notes $ 2,757,442 $ 1,993,104 * Dr. Comella is no longer a member of the Board of Directors effective September 1, 2019. |
STOCKHOLDERS' DEFICIT (Tables)
STOCKHOLDERS' DEFICIT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | A summary of the stock option activity for the year ended December 31, 2019 and 2018 is as follows: Weighted Weighted Average Average Number of Exercise Remaining Life Intrinsic Options Price In Years Value Outstanding, December 31, 2017 71,630,763 $ 0.0280 9.2 $ 314,930 Granted 41,340,000 $ 0.0458 Exercised - Forfeited/Expired (70 ) $ 2,625.08 Outstanding, December 31, 2018 112,970,693 $ 0.0329 8.7 $ 189,540 Granted 40,900,000 $ 0.0055 Exercised - Forfeited/Expired (42,750,219 ) $ 0.0280 Outstanding, December 31, 2019 111,120,474 $ 0.0247 8.3 $ - Exercisable, December 31, 2019 55,026,724 $ 0.0255 7.9 $ - |
Share-based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | Options Outstanding Options Exercisable Weighted Weighted Weighted Outstanding Average Average Exercisable Average Exercise Number of Exercise Remaining Life Number of Exercise Price Options Price In Years Options Price $0.000 to $0.010 41,900,000 $ 0.0051 9.0 13,050,000 $ 0.0047 $0.011 to $0.020 16,300,000 $ 0.0196 6.7 13,800,000 $ 0.0196 $0.021 to $0.030 9,710,000 $ 0.0253 8.9 8,052,500 $ 0.0252 $0.0363 22,735,000 $ 0.0363 7.6 14,680,000 $ 0.0363 $0.0536 20,000,000 $ 0.0536 8.4 5,000,000 $ 0.0536 $0.1540 475,474 $ 0.1540 5.8 444,224 $ 0.1540 111,120,474 $ 0.0247 8.3 55,026,724 $ 0.0255 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A summary of the warrant activity for the year ended December 31, 2019 and 2018 is as follows: Weighted Weighted Average Average Remaining Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, December 31, 2017 133,591 $ 126.2600 4.7 $ - Granted 1,000,000 $ 0.0271 Exercised - Expired (19,572 ) $ 24.46 Outstanding, December 31, 2018 1,114,019 $ 14.7350 9.1 $ - Granted - Exercised - Expired (3,551 ) $ 607.31 Outstanding, December 31, 2019 1,110,468 $ 12.84 8.2 $ - Exercisable, December 31, 2019 1,108,923 $ 2.14 8.2 $ - |
Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Table Text Block] | Warrants Outstanding Warrants Exercisable Weighted Weighted Weighted Outstanding Average Average Exercisable Average Exercise Number of Exercise Remaining Life Number of Exercise Price Warrants Price In Years Warrants Price $0.00 to $20.00 1,086,536 $ 1.27 8.2 1,086,536 $ 1.27 $20.01 to $30.00 19,543 $ 25.06 4.2 19,543 $ 25.06 $40.01 to $50.00 2,253 $ 48.83 2.8 2,253 $ 48.83 $50.01 to $60.00 543 $ 60.00 1.6 543 $ 60.00 >$60.00 1,593 $ 7,690.00 6.8 48 $ 7,690.00 1,110,468 $ 12.84 8.2 1,108,923 $ 2.14 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The Company’s provision (benefit) for income taxes consists of the following United States federal and state components: For the Years Ended December 31, 2019 2018 Current: Federal $ - $ - State - - Deferred: Federal (69,163 ) (953,934 ) State (14,310 ) (197,373 ) (83,473 ) (1,151,307 ) Change in valuation allowance 83,473 1,151,307 Income tax provision (benefit) $ - $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The deferred tax expense (benefit) is the change in the deferred tax assets and liabilities representing the tax consequences of changes in the amounts of temporary differences, net operating loss carryforwards and changes in tax rates during the year. The Company’s deferred tax assets and liabilities are comprised of the following: December 31, 2019 2018 Deferred tax assets: Net operating losses $ 24,929,613 $ 25,419,811 Share-based compensation 4,089,261 3,902,930 Deferred compensation 632,470 415,469 Pre-litigation settlement 172,977 - Other 260,024 262,662 Total deferred tax assets 30,084,345 30,000,872 Valuation allowance (30,084,345 ) (30,000,872 ) Net deferred tax assets - - Deferred tax liabilities: Total deferred tax liabilities - - Total $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The significant elements contributing to the difference between the United States federal statutory tax rate and the Company’s effective tax rate are as follows: For the Years Ended December 31, 2019 2018 US federal statutory rate $ (805,421 ) $ (453,690 ) State tax rate, net of federal benefit (156,467 ) (22,280 ) Tax effect of expiring net operating loss 181,704 - Other 696,711 (675,337 ) Change in valuation allowance 83,473 1,151,307 Income tax provision (benefit) $ - $ - |
GOING CONCERN AND MANAGEMENT'_2
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Bank Overdrafts | $ 1,520 | $ 0 |
Working Capital (Deficit) | (8,684,422) | |
Net Income (Loss) Attributable to Parent | (3,835,337) | (2,160,427) |
Net Cash Provided by (Used in) Operating Activities | $ (1,210,994) | $ 602,467 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2019 | Jan. 30, 2018 | |
SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Accounts Receivable, Allowance for Credit Loss, Current | $ 13,203 | $ 30,808 | ||
Deferred Revenue | 86,300 | 359,165 | ||
Research and Development Expense | $ 263 | 5,439 | ||
Operating Lease, Liability | $ 57,000 | |||
Operating Lease, Right-of-Use Asset | $ 57,000 | |||
Assets Held under Capital Leases [Member] | ||||
SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 3 years | |||
Minimum [Member] | ||||
SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 3 years | |||
Maximum [Member] | ||||
SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 15 years | |||
U.S. Stem Cell Clinic, LLC [Member] | ||||
SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 49.90% | |||
U.S. Stem Cell Clinic of The Village LLC (the "LLC") [Member] | ||||
SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 49.00% | 49.00% | ||
Royalty Arrangement [Member] | ||||
SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Deferred Revenue | $ 65,500 | $ 68,500 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 112,230,942 | 114,084,712 |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 111,120,474 | 112,970,693 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,110,468 | 1,114,019 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 03, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
PROPERTY AND EQUIPMENT (Details) [Line Items] | |||
Sale Leaseback Transaction, Net Book Value | $ 400,000 | ||
Sale Leaseback Transaction, Lease Terms | leased back the sold equipment over a three-year term | ||
Capital Leased Assets, Gross | $ 0 | $ 624,602 | |
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | 624,602 | 383,559 | |
Sale Leaseback Transaction, Deferred Gain, Gross | $ 386,535 | ||
Sale Leaseback Transaction, Current Period Gain Recognized | 128,845 | 128,845 | |
Sale Leaseback Transaction, Deferred Gain, Net | 21,474 | 150,319 | |
Depreciation | 242,615 | 207,132 | |
Cost, Depreciation | 242,615 | 206,608 | |
Assets Held under Capital Leases [Member] | |||
PROPERTY AND EQUIPMENT (Details) [Line Items] | |||
Capital Leased Assets, Gross | 624,602 | 624,602 | |
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | $ 624,602 | $ 383,559 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details) - Schedule of Property and Equipment - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Property and Equipment [Abstract] | ||
Laboratory and medical equipment | $ 0 | $ 5,590 |
Furniture, fixtures and equipment | 5,598 | 125,633 |
Computer equipment | 1,809 | 49,951 |
Equipment under capital lease | 0 | 624,602 |
Leasehold improvements | 0 | 362,046 |
Property and equipment, gross | 7,407 | 1,167,822 |
Less accumulated depreciation and amortization | (7,407) | (925,207) |
Property and equipment, net | $ 0 | $ 242,615 |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) | Jan. 30, 2018 | Jan. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 |
U.S. Stem Cell Clinic, LLC [Member] | |||||
INVESTMENTS (Details) [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 49.90% | 49.90% | |||
Income (Loss) from Equity Method Investments | $ 75,054 | $ 172,995 | $ 623,260 | ||
Proceeds from Equity Method Investment, Distribution | 64,870 | 199,000 | 663,870 | ||
Investments | 23,539 | 8,921 | 23,539 | ||
Accounts Receivable, after Allowance for Credit Loss | 28,763 | 0 | $ 28,763 | ||
Revenues | $ 337,108 | 734,966 | |||
Investment Company, Contributed Capital, Percent | 16.60% | ||||
Contribution to Equity | $ 4,435 | ||||
Regenerative Wellness Clinic, LLC [Member] | |||||
INVESTMENTS (Details) [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 33.30% | 33.30% | |||
Income (Loss) from Equity Method Investments | $ 69,345 | 70,787 | $ 113,047 | ||
Proceeds from Equity Method Investment, Distribution | 101,963 | 49,000 | |||
Accounts Receivable, after Allowance for Credit Loss | 0 | 0 | |||
Revenues | 132,984 | 198,294 | |||
Investment Company, Contributed Capital, Percent | 16.60% | ||||
Contribution to Equity | $ 10,830 | ||||
Equity Method Investments | $ 0 | 21,787 | $ 0 | ||
U.S. Stem Cell Clinic of The Village LLC (the "LLC") [Member] | |||||
INVESTMENTS (Details) [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 49.00% | 49.00% | 49.00% | ||
Income (Loss) from Equity Method Investments | $ (27,081) | 4,031 | $ 23,050 | ||
Proceeds from Equity Method Investment, Distribution | 0 | 63,700 | |||
Revenues | 150,328 | 197,716 | |||
Equity Method Investments | 0 | 27,081 | 0 | ||
Related Party Transaction, Description of Transaction | To that end, U.S. Stem Cell Clinic of The Villages LLC (the “LLC”) was formed January 30, 2018. Knutson provided the Company with the sum of Three Hundred Thousand Dollars ($300,000) (the “Investment”) to be utilized for the formation and initial operation of the LLC. Currently, Knutson holds a 51% member interest in the LLC and the Company holds a 49% member interest. The Company will provide operating assistance as well as management services, the latter to be compensated at fee of five percent (5%) of the LLC gross revenues | ||||
Ownership Percentage by Knutson | 51.00% | ||||
Proceeds from Contributed Capital | 86,750 | 189,909 | |||
Accounts Receivable, before Allowance for Credit Loss | $ 0 | $ 0 | |||
U.S. Stem Cell Clinic of The Village LLC (the "LLC") [Member] | Management Fees - Related Party [Member] | |||||
INVESTMENTS (Details) [Line Items] | |||||
Revenues | $ 50,751 | ||||
U.S. Stem Cell Clinic of The Village LLC (the "LLC") [Member] | Utilized for Fromation of LLC [Member] | |||||
INVESTMENTS (Details) [Line Items] | |||||
Related Party Transaction, Amounts of Transaction | $ 300,000 |
RIGHT TO USE ASSETS AND LEASE_3
RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) | Oct. 24, 2019USD ($) | Sep. 01, 2019USD ($) | May 29, 2018USD ($) | Jan. 02, 2018USD ($) | Dec. 31, 2019USD ($)ft² | Dec. 31, 2018USD ($) | Jan. 01, 2019USD ($) |
RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) [Line Items] | |||||||
Estimated Incremental Borrowing Rate | 8.00% | ||||||
Operating Lease, Liability | $ 57,000 | ||||||
Operating Lease, Right-of-Use Asset | 57,000 | ||||||
Gain (Loss) on Extinguishment of Debt | $ 189,062 | $ 5,105 | $ 5,154 | $ 214,883 | $ 5,625 | ||
Sunrise, Florida [Member] | |||||||
RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) [Line Items] | |||||||
Area of Land (in Square Feet) | ft² | 4,860 | ||||||
Operating Leases, Annual Rent Amount | $ 87,674 | $ 82,620 | |||||
Operating Leases, Monthly Base Rent Amount | $ 7,306 | ||||||
Estimated Incremental Borrowing Rate | 8.00% | ||||||
Operating Lease, Liability | $ 383,351 | ||||||
undefined | 274,180 | ||||||
Sunrise, Florida [Member] | Lease Escalation [Member] | |||||||
RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) [Line Items] | |||||||
Operating Leases, Annual Rent Amount | $ 98,678 | ||||||
Accounting Standards Update 2016-02 [Member] | Sunrise, Florida [Member] | |||||||
RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) [Line Items] | |||||||
Operating Lease, Liability | 56,734 | ||||||
Operating Lease, Right-of-Use Asset | $ 56,734 |
RIGHT TO USE ASSETS AND LEASE_4
RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - Disclosure of Lease Expense - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure of Lease Expense [Abstract] | ||
Operating lease expense | $ 106,471 | $ 137,518 |
Variable lease expense | 685 | 0 |
Total lease expense | $ 107,156 | $ 137,518 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - Common Stock Issued in Settlement of Accounts Payable, Accrued Expenses and Accrued Interest [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
ACCRUED EXPENSES (Details) [Line Items] | ||
Debt Conversion, Converted Instrument, Shares Issued | 22,371,084 | 15,220,378 |
Gain (Loss) on Extinguishment of Debt | $ 27,097 | $ 43,180 |
ACCRUED EXPENSES (Details) - Sc
ACCRUED EXPENSES (Details) - Schedule of Accrued Liabilities - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Accrued Liabilities [Abstract] | ||
Interest and fees payable to the Guarantors of the Company’s loan agreement with Seaside Bank | $ 456,190 | $ 347,235 |
Accrued interest payable | 580,204 | 482,784 |
Vendor accruals and other | 79,132 | 146,420 |
Marketing obligation | 0 | 179,353 |
Accrued expenses and other current liabilities | $ 1,115,526 | $ 1,155,792 |
NOTES AND CAPITAL LEASE PAYAB_3
NOTES AND CAPITAL LEASE PAYABLE (Details) | Dec. 06, 2019USD ($) | Oct. 24, 2019USD ($) | Jun. 15, 2019USD ($) | Jun. 03, 2019USD ($) | Apr. 16, 2019USD ($) | Nov. 08, 2018USD ($) | May 29, 2018USD ($) | Jan. 02, 2018USD ($) | Sep. 12, 2017USD ($) | Aug. 31, 2017USD ($) | Mar. 03, 2017USD ($) | Feb. 22, 2017 | Jun. 01, 2015 | Mar. 31, 2018 | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2016USD ($) | Oct. 25, 2010 |
NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | |||||||||||||||||
Debt Instrument, Payment Terms | payable in monthly increments of $750 per month, with a final balloon payment of $205,000 due on January 1, 2025 | Under the terms of the factoring agreement, the Company is required to make daily payments of $1,276 for 147 business days. | Under the terms of the factoring agreement, the Company is required to make daily payments of $1,276 for 147 business days. | Under the terms of the factoring agreement, the Company is required to make daily payments of $1,276 for 147 business days | Under the terms of the factoring agreement, the Company is required to make daily payments of $1,276 for 147 business days. | Under the terms of the factoring agreement, the Company is required to make daily payments of $1,276 for 147 business days. | ||||||||||||
Debt Instrument, Unamortized Discount | $ 50,448 | $ 74,653 | ||||||||||||||||
Amortization of Debt Discount (Premium) | 198,355 | 195,967 | ||||||||||||||||
Proceeds from Issuance of Debt | $ 137,200 | $ 137,200 | $ 137,200 | |||||||||||||||
Debt Instrument, Fee Amount | 2,800 | 2,800 | 2,800 | |||||||||||||||
Debt Instrument, Face Amount | $ 250,000 | $ 500,000 | $ 187,600 | 187,600 | 187,600 | |||||||||||||
Proceeds from Debt, Net of Issuance Costs | 78,495 | 47,907 | $ 103,085 | |||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 189,062 | $ 5,105 | $ 5,154 | 214,883 | 5,625 | |||||||||||||
Debt Instrument, Periodic Payment | $ 5,000 | |||||||||||||||||
Capital Lease Obligations | 0 | 264,590 | ||||||||||||||||
Notes Payable, Other Payables [Member] | ||||||||||||||||||
NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Unamortized Discount | 0 | 99,183 | ||||||||||||||||
Capital Lease Obligations [Member] | ||||||||||||||||||
NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | $ 400,000 | |||||||||||||||||
Capital Lease Obligations | 619,825 | |||||||||||||||||
Sale Leaseback Transaction, Monthly Rental Payments | $ 20,000 | |||||||||||||||||
Revenue Precentage, Year One [Member] | Capital Lease Obligations [Member] | ||||||||||||||||||
NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||||||
Sale Leaseback Transaction, Rate of Revenues to be Paid | 2.30% | |||||||||||||||||
Revenue Precentage, Year Two [Member] | Capital Lease Obligations [Member] | ||||||||||||||||||
NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||||||
Sale Leaseback Transaction, Rate of Revenues to be Paid | 22.50% | |||||||||||||||||
Revenue Precentage, Year Three [Member] | Capital Lease Obligations [Member] | ||||||||||||||||||
NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||||||
Sale Leaseback Transaction, Rate of Revenues to be Paid | 31.60% | |||||||||||||||||
Seaside National Bank and Trust [Member] | Notes Payable to Banks [Member] | ||||||||||||||||||
NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% | |||||||||||||||||
Debt Instrument, Maturity Date | May 18, 2020 | |||||||||||||||||
Hunton & Williams Notes [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||
NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||
Number of Outstanding Notes Payable | 2 | |||||||||||||||||
Notes Payable | 391,000 | 412,799 | ||||||||||||||||
Debt Instrument, Payment Terms | payable in one balloon payment upon the date of a written demand and upon certain triggering events occurring | payable in one balloon payment upon the date the Noteholder provides written demand, however the Company is not obligated to make payments until the Northstar Biotech Group, LLC (or successor) Loan is paid off. | ||||||||||||||||
Other Notes Payable | $ 747,680 | |||||||||||||||||
Accounts Payable, Other, Current | 40,596 | |||||||||||||||||
Notes and Loans Payable | $ 788,276 | |||||||||||||||||
Debt Instrument, Description | The noteholder agreed to accept full payment of their obligation over a four (4) year period in 48 monthly installments on an adjusted debt obligation in aggregate of $624,000 (reducing the outstanding balance), with such payments staggered in amounts such that the Company will pay $10,000 monthly the first year, $12,000 monthly the second year, $14,000 monthly the third year, and $16,000 monthly the final year. In addition, the noteholder agreed to suspend accrual interest on the notes commencing September 1, 2017. The Agreement remains in full force and effect provided the Company continues to make the monthly payments, there is no event of default as defined in the notes and an agreement to a subordination agreement by Northstar Biotech Group, LLC, which has been provided. In May 2019, the Company did not make the required scheduled payment. In September 2019, the noteholder agreed to waive their default rights under the agreement provided a minimum of $5,000 was paid by the end of 2019 and to reduce the required monthly payment to $500 per month commencing in January 2020. The Company satisfied the $5,000 payment requirement by the end of 2019 and commenced making the required $500 monthly payments in January 2020. | |||||||||||||||||
Imputed Interest, Rate | 5.00% | |||||||||||||||||
Debt Instrument, Unamortized Discount | $ 69,700 | 0 | 31,201 | |||||||||||||||
Amortization of Debt Discount (Premium) | 31,201 | 28,322 | ||||||||||||||||
Hunton & Williams Note #1 [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||
NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||||||
Notes Payable | $ 61,150 | |||||||||||||||||
Hunton & Williams Note #2 [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||
NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||||||
Notes Payable | $ 323,822 | |||||||||||||||||
Power Up Lending Group Notes Payable [Member] | Revenue Based Factoring Agreement [Member] | ||||||||||||||||||
NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||||||
Notes Payable | 0 | 102,034 | ||||||||||||||||
Debt Instrument, Payment Terms | Under the terms of the factoring agreement, the Company is required to make daily payments of $1,276 for 147 business days. | Under the terms of the factoring agreement, the Company is required to make daily payments of $1,276 for 147 business days | ||||||||||||||||
Debt Instrument, Unamortized Discount | 0 | $ 43,452 | ||||||||||||||||
Proceeds from Issuance of Debt | $ 137,200 | 137,200 | ||||||||||||||||
Debt Instrument, Fee Amount | 2,800 | 2,800 | ||||||||||||||||
Debt Instrument, Face Amount | 187,600 | $ 187,600 | ||||||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 84,876 | $ 93,809 | ||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (37,604) | (1,276) | ||||||||||||||||
Weider promissory note [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||
NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | |||||||||||||||||
Notes Payable | 482,939 | |||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||||||||||||
Debt Instrument, Periodic Payment | $ 5,000 | |||||||||||||||||
Note Payable, Settlement of Subordinated Debt, Accrued Interest and Guarantor Fees [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||
NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate Terms | non-interest bearing | |||||||||||||||||
Mallard Note Payable [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||
NOTES AND CAPITAL LEASE PAYABLE (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||||||||
Notes Payable | 199,551 | |||||||||||||||||
Debt Instrument, Payment Terms | payable in monthly increments of $750 per month, with a final balloon payment of $205,000 due on January 1, 2025 | |||||||||||||||||
Debt Instrument, Unamortized Discount | $ 51,063 | 50,448 | ||||||||||||||||
Amortization of Debt Discount (Premium) | 614 | |||||||||||||||||
Debt Instrument, Face Amount | $ 250,000 | |||||||||||||||||
Interest and Debt Expense | $ 198,937 |
NOTES AND CAPITAL LEASE PAYAB_4
NOTES AND CAPITAL LEASE PAYABLE (Details) - Schedule of Notes Payable - USD ($) | Dec. 31, 2019 | Dec. 06, 2019 | Dec. 31, 2018 | Aug. 31, 2017 |
NOTES AND CAPITAL LEASE PAYABLE (Details) - Schedule of Notes Payable [Line Items] | ||||
Notes Payable, Gross | $ 2,103,939 | $ 1,834,076 | ||
Less unamortized debt discount | (50,448) | (74,653) | ||
Total notes payable net of unamortized debt discount | 2,053,491 | 1,759,423 | ||
Less current portion | (1,297,477) | (462,330) | ||
Long term portion | 756,014 | 1,297,093 | ||
Notes Payable, Other Payables [Member] | ||||
NOTES AND CAPITAL LEASE PAYABLE (Details) - Schedule of Notes Payable [Line Items] | ||||
Less unamortized debt discount | 0 | (99,183) | ||
Capital Lease Obligations [Member] | ||||
NOTES AND CAPITAL LEASE PAYABLE (Details) - Schedule of Notes Payable [Line Items] | ||||
Notes Payable, Gross | 0 | 264,590 | ||
Seaside National Bank and Trust [Member] | Notes Payable to Banks [Member] | ||||
NOTES AND CAPITAL LEASE PAYABLE (Details) - Schedule of Notes Payable [Line Items] | ||||
Notes Payable, Gross | 980,000 | 980,000 | ||
Hunton & Williams Notes [Member] | Notes Payable, Other Payables [Member] | ||||
NOTES AND CAPITAL LEASE PAYABLE (Details) - Schedule of Notes Payable [Line Items] | ||||
Notes Payable, Gross | 391,000 | 444,000 | ||
Less unamortized debt discount | 0 | (31,201) | $ (69,700) | |
Power Up Lending Group Notes Payable [Member] | Notes Payable, Other Payables [Member] | ||||
NOTES AND CAPITAL LEASE PAYABLE (Details) - Schedule of Notes Payable [Line Items] | ||||
Notes Payable, Gross | 0 | 145,486 | ||
Weider promissory note [Member] | Notes Payable, Other Payables [Member] | ||||
NOTES AND CAPITAL LEASE PAYABLE (Details) - Schedule of Notes Payable [Line Items] | ||||
Notes Payable, Gross | 482,939 | 0 | ||
Mallard Note Payable [Member] | Notes Payable, Other Payables [Member] | ||||
NOTES AND CAPITAL LEASE PAYABLE (Details) - Schedule of Notes Payable [Line Items] | ||||
Notes Payable, Gross | 250,000 | $ 0 | ||
Less unamortized debt discount | $ (50,448) | $ (51,063) |
NOTES AND CAPITAL LEASE PAYAB_5
NOTES AND CAPITAL LEASE PAYABLE (Details) - Schedule of Capital Leased Assets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
NOTES AND CAPITAL LEASE PAYABLE (Details) - Schedule of Capital Leased Assets [Line Items] | ||
Capital Leased Assets, Gross | $ 0 | $ 624,602 |
Less: accumulated depreciation | (624,602) | (383,559) |
Capital Leases, Balance Sheet, Assets by Major Class, Net | 0 | 241,043 |
Current leases payable | 0 | 225,084 |
Long-term leases payable | 0 | 39,506 |
Total | 0 | 264,590 |
Equipment [Member] | ||
NOTES AND CAPITAL LEASE PAYABLE (Details) - Schedule of Capital Leased Assets [Line Items] | ||
Capital Leased Assets, Gross | 619,825 | 619,825 |
Office Equipment [Member] | ||
NOTES AND CAPITAL LEASE PAYABLE (Details) - Schedule of Capital Leased Assets [Line Items] | ||
Capital Leased Assets, Gross | $ 4,777 | $ 4,777 |
PROMISSORY NOTE (Details)
PROMISSORY NOTE (Details) - Promissory Note [Member] - USD ($) | Jun. 01, 2015 | Dec. 31, 2019 | Dec. 31, 2018 |
PROMISSORY NOTE (Details) [Line Items] | |||
Debt Instrument, Face Amount | $ 1,697,762 | ||
Debt Instrument, Periodic Payment | $ 75,000 | ||
Imputed Interest, Rate | 5.00% | ||
Debt Instrument, Unamortized Discount | $ 368,615 | $ 29,296 | $ 99,183 |
Amortization of Debt Discount (Premium) | 69,887 | 69,889 | |
Notes Payable | $ 1,368,467 | $ 1,298,579 | |
Unpaid Guarantor Fees [Member] | |||
PROMISSORY NOTE (Details) [Line Items] | |||
Debt Conversion, Original Debt, Amount | 624,737 | ||
Principal [Member] | |||
PROMISSORY NOTE (Details) [Line Items] | |||
Debt Conversion, Original Debt, Amount | 1,500,000 | ||
Interest [Member] | |||
PROMISSORY NOTE (Details) [Line Items] | |||
Debt Conversion, Original Debt, Amount | $ 373,469 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Dec. 06, 2019 | Oct. 24, 2019 | Oct. 09, 2019 | Oct. 01, 2019 | Jul. 01, 2019 | Nov. 08, 2018 | Oct. 19, 2018 | May 29, 2018 | May 07, 2018 | Apr. 19, 2018 | Jan. 02, 2018 | Oct. 02, 2017 | Sep. 12, 2017 | Aug. 07, 2017 | Apr. 01, 2017 | Mar. 09, 2017 | Mar. 03, 2017 | Feb. 22, 2017 | Nov. 09, 2016 | Oct. 06, 2016 | May 01, 2016 | Apr. 07, 2016 | Oct. 07, 2015 | Oct. 02, 2015 | Apr. 03, 2015 | Oct. 03, 2014 | Apr. 02, 2014 | Dec. 24, 2013 | Sep. 30, 2013 | Oct. 01, 2012 | Sep. 21, 2012 | Mar. 30, 2012 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2013 | Jun. 15, 2019 | Sep. 06, 2016 | Dec. 31, 2015 | Feb. 28, 2013 | Feb. 29, 2012 | ||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from Related Party Debt | $ 107,868 | $ 0 | ||||||||||||||||||||||||||||||||||||||||
Due to Related Parties, Current | $ 511,744 | $ 234,901 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 250,000 | $ 187,600 | $ 187,600 | $ 187,600 | $ 500,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | payable in monthly increments of $750 per month, with a final balloon payment of $205,000 due on January 1, 2025 | Under the terms of the factoring agreement, the Company is required to make daily payments of $1,276 for 147 business days. | Under the terms of the factoring agreement, the Company is required to make daily payments of $1,276 for 147 business days. | Under the terms of the factoring agreement, the Company is required to make daily payments of $1,276 for 147 business days | Under the terms of the factoring agreement, the Company is required to make daily payments of $1,276 for 147 business days. | Under the terms of the factoring agreement, the Company is required to make daily payments of $1,276 for 147 business days. | ||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 0 | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||
Percentage of Revenues to be Received as Royalty | 5.00% | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | |||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized (in Shares) | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 34,522 | |||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 22,371,084 | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 348,460 | $ 578,479 | ||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 2,757,442 | 1,993,104 | ||||||||||||||||||||||||||||||||||||||||
Repayments of Notes Payable | 512,486 | 656,468 | ||||||||||||||||||||||||||||||||||||||||
Repayments of Related Party Debt | 321,607 | 708,422 | ||||||||||||||||||||||||||||||||||||||||
Sale Leaseback Transaction, Net Book Value | $ 400,000 | |||||||||||||||||||||||||||||||||||||||||
Sale Leaseback Transaction, Lease Terms | leased back the sold equipment over a three-year term | |||||||||||||||||||||||||||||||||||||||||
Percentage of Renenue Accrued for Marketing | 10.00% | |||||||||||||||||||||||||||||||||||||||||
Accrued Marketing Costs, Current | 0 | 179,353 | ||||||||||||||||||||||||||||||||||||||||
Sale Leaseback Transaction, Description | Company also entered into a customer purchase agreement with GACP whereby the Company received a deposit $50,000 (included in long-term liabilities at December 31, 2018) in exchange for the sale of the first 5,000 future customers of the cell-banking business after the effective date of the agreement; GACP also had the right to purchase additional customers at a price of $20 per customer. There is no reduction in the selling price should the new customers be fewer than 5,000. | |||||||||||||||||||||||||||||||||||||||||
Proceeds from Sale of Machinery and Equipment | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 189,062 | $ 5,105 | $ 5,154 | 214,883 | 5,625 | |||||||||||||||||||||||||||||||||||||
Officers and Directors [Member] | ||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from Related Party Debt | 276,843 | 130,000 | ||||||||||||||||||||||||||||||||||||||||
Due to Related Parties, Current | 511,744 | 234,901 | ||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | ||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction, Description of Transaction | The agreement is for 12 months and renewable for six-month periods. Compensation is at $250 per hour in cash or, at the Company’s discretion, in shares of the Company’s common stock | |||||||||||||||||||||||||||||||||||||||||
Professional Fees | 0 | 120,000 | ||||||||||||||||||||||||||||||||||||||||
Accounts Payable, Related Parties, Current | 0 | 64,909 | ||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Voting Rights | modify the voting rights of the subsequently cancelled Series A Convertible Preferred Stock from 20 votes per share on matters to be voted on by the common stockholders to 25 votes per share on matters to be voted on by the common stockholders and all prior and subsequent payments of interest will be in common stock | |||||||||||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Affiliated Entity [Member] | ||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 544,267 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | Company was obligated to issue additional preferred stock equal in lieu of payment of cash of accrued and unpaid interest on each six-month anniversary of the effective date (October 1, 2012). | agreed to extend until May 1, 2012 the initial payment date for any and all required monthly under the Note, such that the first of the four monthly payments required under the Note will be due and payable on May 1, 2012 and all subsequent payments will be due on a monthly basis thereafter commencing on June 1, 2012, and to waive any and all defaults and/or events of default under the Note with respect to such payments. The Company did not make the required payment, and as a result, was in default of the revised agreement. The Company renegotiated the terms of the Note and Northstar agreed to suspend the requirement of principal payments by the Company and allow payment of interest-only in common stock. | ||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 5,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Debt Default, Description of Violation or Event of Default | entered into a limited waiver and forbearance agreement providing a recapitalized new note balance comprised of all sums due Northstar with a maturity date extended perpetually. The Company agreed to issue 5,000,000 shares of Series A Convertible Preferred Stock and 10,000 shares of common stock in exchange for $210,000 as payment towards outstanding debt, default interest, penalties, professional fees outstanding and due Northstar. In addition, the Company executed a security agreement granting Northstar a lien on all patents, patent applications, trademarks, service marks, copyrights and intellectual property rights of any nature, as well as the results of all clinical trials, know-how for preparing Myoblasts, old and new clinical data, existing approved trials, all right and title to Myoblasts, clinical trial protocols and other property rights. In addition, the Company granted Northstar a perpetual license on products as described for resale, relicensing, and commercialization outside the United States. In connection with the granted license, Northstar shall pay the Company a royalty of up to 8% on revenues generated. | |||||||||||||||||||||||||||||||||||||||||
Percentage of Revenues to be Received as Royalty | 8.00% | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.85% | 7.00% | ||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,692,353 | 164,523 | 379,141 | 559,187 | 286,315 | 3,916 | 8,772 | |||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 9,195 | $ 9,195 | $ 9,145 | $ 12,705 | $ 12,703 | $ 85,447 | $ 100,000 | |||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 262,000 | |||||||||||||||||||||||||||||||||||||||||
Interest Payable | 8,700 | |||||||||||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Interest Payable | 389,695 | 340,009 | ||||||||||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Chief Scientific Officer [Member] | ||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Interest Payable | 150,708 | 102,974 | ||||||||||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Series A Preferred Stock [Member] | Affiliated Entity [Member] | ||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 316,800 | |||||||||||||||||||||||||||||||||||||||||
Interest [Member] | Notes Payable, Other Payables [Member] | Affiliated Entity [Member] | ||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 848,490 | 57,778 | 4,156 | 1,363 | 515 | 275 | ||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 12,705 | $ 12,705 | $ 12,635 | $ 12,705 | $ 12,635 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 12,705 | |||||||||||||||||||||||||||||||||||||||||
Note Payable #5 [Member] | Notes Payable, Other Payables [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 161,786 | 483,393 | ||||||||||||||||||||||||||||||||||||||||
Repayments of Notes Payable | 321,607 | 16,707 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Term | 1 year | |||||||||||||||||||||||||||||||||||||||||
Note Payable #5 [Member] | Notes Payable, Other Payables [Member] | Chief Scientific Officer [Member] | ||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | [1] | 300,000 | 0 | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 7, 2019 | |||||||||||||||||||||||||||||||||||||||||
Note Payable #4 [Member] | Notes Payable, Other Payables [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 483,393 | |||||||||||||||||||||||||||||||||||||||||
Note Payable #4 [Member] | Notes Payable, Other Payables [Member] | Chief Scientific Officer [Member] | ||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 300,000 | [1] | 300,000 | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Term | 6 months | |||||||||||||||||||||||||||||||||||||||||
Note Payable #6 [Member] | Notes Payable, Other Payables [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 500,000 | 500,000 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Term | 6 months | |||||||||||||||||||||||||||||||||||||||||
Note Payable #7 [Member] | Notes Payable, Other Payables [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | $ 500,000 | 0 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 7, 2019 | |||||||||||||||||||||||||||||||||||||||||
Note Payable #8 [Member] | Notes Payable, Other Payables [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | $ 178,077 | 0 | ||||||||||||||||||||||||||||||||||||||||
Note Payable #2 [Member] | Notes Payable, Other Payables [Member] | Chief Scientific Officer [Member] | ||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | [1] | 255,579 | 147,711 | |||||||||||||||||||||||||||||||||||||||
Repayments of Related Party Debt | 90,086 | |||||||||||||||||||||||||||||||||||||||||
Note Payable #3 [Member] | Notes Payable, Other Payables [Member] | Chief Scientific Officer [Member] | ||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | $ 300,000 | [1] | $ 300,000 | |||||||||||||||||||||||||||||||||||||||
GACP Stem Cell Bank, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||
Stock Issued for Conversion of Series A Preferred Stock and Litigation Case [Member] | Northstar Claims [Member] | ||||||||||||||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 1,000,000 | 30,000,000 | ||||||||||||||||||||||||||||||||||||||||
[1] | Dr. Comella is no longer a member of the Board of Directors effective September 1, 2019. |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details) - Schedule of Related Party Notes Payable - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | ||
Related Party Transaction [Line Items] | ||||
Notes Payable, Related Party | $ 2,757,442 | $ 1,993,104 | ||
Northstar Claims [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes Payable, Related Party | 262,000 | 262,000 | ||
Note Payable #5 [Member] | Chief Executive Officer [Member] | Notes Payable, Other Payables [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes Payable, Related Party | 161,786 | 483,393 | ||
Note Payable #5 [Member] | Chief Scientific Officer [Member] | Notes Payable, Other Payables [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes Payable, Related Party | [1] | 300,000 | 0 | |
Note Payable #6 [Member] | Chief Executive Officer [Member] | Notes Payable, Other Payables [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes Payable, Related Party | 500,000 | 500,000 | ||
Note Payable #7 [Member] | Chief Executive Officer [Member] | Notes Payable, Other Payables [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes Payable, Related Party | 500,000 | 0 | ||
Note Payable #8 [Member] | Chief Executive Officer [Member] | Notes Payable, Other Payables [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes Payable, Related Party | 178,077 | 0 | ||
Note Payable #2 [Member] | Chief Scientific Officer [Member] | Notes Payable, Other Payables [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes Payable, Related Party | [1] | 255,579 | 147,711 | |
Note Payable #3 [Member] | Chief Scientific Officer [Member] | Notes Payable, Other Payables [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes Payable, Related Party | 300,000 | [1] | 300,000 | |
Note Payable #4 [Member] | Chief Executive Officer [Member] | Notes Payable, Other Payables [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes Payable, Related Party | 483,393 | |||
Note Payable #4 [Member] | Chief Scientific Officer [Member] | Notes Payable, Other Payables [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes Payable, Related Party | $ 300,000 | [1] | $ 300,000 | |
[1] | Dr. Comella is no longer a member of the Board of Directors effective September 1, 2019. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Dec. 06, 2019 | Jul. 01, 2019 | Jun. 15, 2019 | Nov. 08, 2018 | Jul. 01, 2018 | May 29, 2018 | Jan. 02, 2018 | Sep. 12, 2017 | Feb. 22, 2017 | Nov. 09, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2020 |
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 40,900,000 | 41,340,000 | |||||||||||||
Royalty Agreement, Term | 25 years | ||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 75,000 | ||||||||||||||
Percentage of Revenues to be Received as Royalty | 5.00% | ||||||||||||||
Deferred Revenue | $ 86,300 | $ 359,165 | |||||||||||||
Debt Instrument, Face Amount | $ 250,000 | $ 500,000 | $ 187,600 | $ 187,600 | $ 187,600 | ||||||||||
Debt Instrument, Payment Terms | payable in monthly increments of $750 per month, with a final balloon payment of $205,000 due on January 1, 2025 | Under the terms of the factoring agreement, the Company is required to make daily payments of $1,276 for 147 business days. | Under the terms of the factoring agreement, the Company is required to make daily payments of $1,276 for 147 business days. | Under the terms of the factoring agreement, the Company is required to make daily payments of $1,276 for 147 business days | Under the terms of the factoring agreement, the Company is required to make daily payments of $1,276 for 147 business days. | Under the terms of the factoring agreement, the Company is required to make daily payments of $1,276 for 147 business days. | |||||||||
General Insurance Expense | $ 11,000 | $ 100,000 | |||||||||||||
Settlement Liabilities, Current | 30,050 | $ 29,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | ||||||||||||||
Debt Instrument, Periodic Payment | $ 5,000 | ||||||||||||||
Royalty Arrangement [Member] | |||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||
Deferred Revenue | $ 65,500 | $ 68,500 | |||||||||||||
Annual Salary [Member] | Chief Executive Officer [Member] | |||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 750,000 | $ 750,000 | |||||||||||||
Annual Salary [Member] | Chief Scientific Officer [Member] | |||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | 400,000 | 400,000 | |||||||||||||
Incentive Bonus [Member] | Minimum [Member] | Chief Executive Officer [Member] | |||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | 150,000 | 150,000 | |||||||||||||
Incentive Bonus [Member] | Minimum [Member] | Chief Scientific Officer [Member] | |||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | 100,000 | 100,000 | |||||||||||||
Incentive Bonus [Member] | Maximum [Member] | Chief Executive Officer [Member] | |||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | 500,000 | 500,000 | |||||||||||||
Incentive Bonus [Member] | Maximum [Member] | Chief Scientific Officer [Member] | |||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | 300,000 | 300,000 | |||||||||||||
Bonus [Member] | Chief Executive Officer [Member] | |||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||
Accrued Bonuses | $ 500,000 | $ 500,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 20,000,000 | 20,000,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | |||||||||||||
Related Party Transaction, Rate | 5.00% | ||||||||||||||
Deferred Compensation Arrangement with Individual, Description | The cash bonus may be paid in the form a six-month promissory note bearing interest at 5% per annum | ||||||||||||||
Bonus [Member] | Chief Scientific Officer [Member] | |||||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||||
Accrued Bonuses | $ 300,000 | $ 300,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 10,000,000 | 10,000,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | The cash bonus may be paid in the form a six-month promissory note |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) - USD ($) | Nov. 18, 2019 | Oct. 24, 2019 | Sep. 01, 2019 | Dec. 03, 2018 | Aug. 27, 2018 | Aug. 08, 2018 | May 29, 2018 | May 07, 2018 | Jan. 02, 2018 | Aug. 07, 2017 | Apr. 21, 2017 | Sep. 16, 2016 | Oct. 07, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 30, 2017 | Nov. 02, 2015 | Aug. 04, 2014 | Apr. 01, 2013 |
STOCKHOLDERS' DEFICIT (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Other | 22,371,084 | |||||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 100,000 | |||||||||||||||||||
Gain (Loss) on Extinguishment of Debt (in Dollars) | $ 189,062 | $ 5,105 | $ 5,154 | $ 214,883 | $ 5,625 | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 4,000,000 | 10,866,274 | ||||||||||||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 89,250 | $ 449,931 | ||||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture (in Dollars) | $ 14,522 | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 13,276,707 | 9,350,508 | ||||||||||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 50,000 | $ 367,700 | ||||||||||||||||||
Stock Issued During Period, Value, Other (in Dollars) | $ 348,460 | $ 578,479 | ||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.0055 | $ 0.0458 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 40,900,000 | 41,340,000 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value (in Dollars) | $ 0 | $ 189,540 | $ 314,930 | |||||||||||||||||
Share-based Payment Arrangement, Noncash Expense (in Dollars) | $ 824,426 | $ 1,227,924 | ||||||||||||||||||
Class of Warrant or Rights, Granted | 0 | 1,000,000 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 12.84 | $ 14.7350 | $ 126.2600 | |||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued (in Dollars) | $ 24,986 | |||||||||||||||||||
Aggregate Intrinsic Value of the Issued and Exercisable Warrants (in Dollars) | $ 0 | |||||||||||||||||||
Accounts Payable [Member] | ||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Other | 15,220,378 | |||||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 578,479 | |||||||||||||||||||
Gain (Loss) on Extinguishment of Debt (in Dollars) | 43,180 | |||||||||||||||||||
Share-based Payment Arrangement, Option [Member] | ||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value (in Dollars) | $ 0 | |||||||||||||||||||
Share Price (in Dollars per share) | $ 0.0035 | |||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense (in Dollars) | $ 735,176 | $ 753,007 | ||||||||||||||||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount (in Dollars) | $ 1,415,552 | |||||||||||||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 87 days | |||||||||||||||||||
Key Employees [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.0056 | $ 0.0258 | $ 0.0536 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | 4 years | 4 years | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | 10 years | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ 192,189 | $ 91,988 | $ 1,438,473 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 215.10% | 217.72% | 261.13% | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.45% | 2.83% | 2.90% | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 33,400,000 | 2,340,000 | ||||||||||||||||||
Director [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.0049 | $ 0.0251 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ 34,477 | $ 195,722 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 213.97% | 215.29% | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.81% | 2.83% | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 7,500,000 | 9,000,000 | ||||||||||||||||||
Director [Member] | ||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) [Line Items] | ||||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 526,818 | |||||||||||||||||||
Warrants Issued for Services [Member] | ||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 6 years | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 217.01% | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.85% | |||||||||||||||||||
Class of Warrant or Rights, Granted | 1,000,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.02713 | |||||||||||||||||||
Warrants, Term of Warrants | 10 years | |||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued (in Dollars) | $ 24,986 | |||||||||||||||||||
Bioheart 2013 Omnibus Equity Compensation Plan [Member] | ||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 500,000,000 | 100,000 | 50,000 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 100,000,000 | 30,000,000 | 25,000,000 | 25,000,000 | ||||||||||||||||
Bioheart 2013 Omnibus Equity Compensation Plan [Member] | Key Employees [Member] | ||||||||||||||||||||
STOCKHOLDERS' DEFICIT (Details) [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 30,000,000 |
STOCKHOLDERS' DEFICIT (Detail_2
STOCKHOLDERS' DEFICIT (Details) - Schedule of Option Activity - USD ($) | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Option Activity [Abstract] | |||
Options Outstanding | 71,630,763 | 112,970,693 | |
Options Outstanding, Weighted-Average Exercise Price (in Dollars per share) | $ 0.0280 | $ 0.0329 | |
Options Outstanding, Weighted-Average Remaining Contractual Term | 9 years 73 days | 8 years 109 days | 8 years 255 days |
Options Outstanding, Intrinsic Value (in Dollars) | $ 314,930 | $ 0 | $ 189,540 |
Options exercisable | 55,026,724 | ||
Options exercisable, Weighted-Average Exercise Price (in Dollars per share) | $ 0.0255 | ||
Options exercisable, Weighted-Average Remaining Contractual Term | 7 years 328 days | ||
Options Granted | 40,900,000 | 41,340,000 | |
Options Granted, Weighted-Average Exercise Price (in Dollars per share) | $ 0.0055 | $ 0.0458 | |
Options Exercised | 0 | ||
Options Forfeited/Expired | (42,750,219) | (70) | |
Options Forfeited/Expired, Weighted-Average Exercise Price (in Dollars per share) | $ 0.0280 | $ 2,625.08 | |
Options Outstanding | 111,120,474 | 112,970,693 | |
Options Outstanding, Weighted-Average Exercise Price (in Dollars per share) | $ 0.0247 | $ 0.0329 |
STOCKHOLDERS' DEFICIT (Detail_3
STOCKHOLDERS' DEFICIT (Details) - Schedule of Options Outstanding and Exercisable by Exercise Price Range | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Weighted-Average Remaining Contractual Term | 9 days |
Options Outstanding, Weighted-Average Exercise Price | $ 8.3 |
Options Outstanding (in Shares) | shares | 111,120,474 |
Options Exercisable (in Shares) | shares | 55,026,724 |
Options Exercisable, Weighted-Average Exercise Price | $ 0.0255 |
Options $0.000 to $0.010 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Weighted-Average Remaining Contractual Term | 1 day |
Options Outstanding, Weighted-Average Exercise Price | $ 9 |
Options Outstanding (in Shares) | shares | 41,900,000 |
Options Exercisable (in Shares) | shares | 13,050,000 |
Options Exercisable, Weighted-Average Exercise Price | $ 0.0047 |
Options $0.000 to $0.010 [Member] | Minimum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 0 |
Options $0.000 to $0.010 [Member] | Maximum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ 0.010 |
Options $0.011 to $0.020 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Weighted-Average Remaining Contractual Term | 7 days |
Options Outstanding, Weighted-Average Exercise Price | $ 6.7 |
Options Outstanding (in Shares) | shares | 16,300,000 |
Options Exercisable (in Shares) | shares | 13,800,000 |
Options Exercisable, Weighted-Average Exercise Price | $ 0.0196 |
Options $0.011 to $0.020 [Member] | Minimum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 0.011 |
Options $0.011 to $0.020 [Member] | Maximum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ 0.020 |
Options $0.021 to $0.030 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Weighted-Average Remaining Contractual Term | 9 days |
Options Outstanding, Weighted-Average Exercise Price | $ 8.9 |
Options Outstanding (in Shares) | shares | 9,710,000 |
Options Exercisable (in Shares) | shares | 8,052,500 |
Options Exercisable, Weighted-Average Exercise Price | $ 0.0252 |
Options $0.021 to $0.030 [Member] | Minimum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 0.021 |
Options $0.021 to $0.030 [Member] | Maximum [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 0.030 |
Options $0.0363 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ 0.0363 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 13 days |
Options Outstanding, Weighted-Average Exercise Price | $ 7.6 |
Options Outstanding (in Shares) | shares | 22,735,000 |
Options Exercisable (in Shares) | shares | 14,680,000 |
Options Exercisable, Weighted-Average Exercise Price | $ 0.0363 |
Options, $0.0536 Exercise Price [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ 0.0536 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 19 days |
Options Outstanding, Weighted-Average Exercise Price | $ 8.4 |
Options Outstanding (in Shares) | shares | 20,000,000 |
Options Exercisable (in Shares) | shares | 5,000,000 |
Options Exercisable, Weighted-Average Exercise Price | $ 0.0536 |
Options $0.1540 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | $ 0.1540 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 56 days |
Options Outstanding, Weighted-Average Exercise Price | $ 5.8 |
Options Outstanding (in Shares) | shares | 475,474 |
Options Exercisable (in Shares) | shares | 444,224 |
Options Exercisable, Weighted-Average Exercise Price | $ 0.1540 |
STOCKHOLDERS' DEFICIT (Detail_4
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Activity - $ / shares | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Warrants Activity [Abstract] | |||
Warrants Outstanding | 133,591 | 1,114,019 | |
Warrants Outstanding, Weighted-Average Exercise Price (in Dollars per share) | $ 126.2600 | $ 14.7350 | |
Warrants Outstanding, Weighted-Average Remaining Contractual Term | 4 years 255 days | 8 years 73 days | 9 years 36 days |
Warrants Exercisable | 1,108,923 | ||
Warrants Exercisable, Weighted-Average Exercise Price (in Dollars per share) | $ 2.14 | ||
Warrants Exercisable, Weighted-Average Remaining Contractual Term | 8 years 73 days | ||
Warrants Issued | 0 | 1,000,000 | |
Warrants Issued, Weighted-Average Exercise Price (in Dollars per share) | $ 0.0271 | ||
Warrants Exercised | 0 | 0 | |
Warrants Expired | (3,551) | (19,572) | |
Warrants Expired, Weighted-Average Exercise Price (in Dollars per share) | $ 607.31 | $ 24.46 | |
Warrants Outstanding | 1,110,468 | 1,114,019 | |
Warrants Outstanding, Weighted-Average Exercise Price (in Dollars per share) | $ 12.84 | $ 14.7350 |
STOCKHOLDERS' DEFICIT (Detail_5
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range - $ / shares | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 30, 2017 |
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | $ 12.84 | $ 14.7350 | $ 126.2600 | |
Warrants Outstanding, Shares (in Shares) | 1,110,468 | 1,114,019 | 133,591 | |
Warrants Exercisable, Weighted- Average Exercise Price | $ 12.84 | |||
Warrants Outstanding, Weighted- Average Remaining Contractual Term | 4 years 255 days | 8 years 73 days | 9 years 36 days | |
Warrants Exercisable, Shares (in Shares) | 1,108,923 | |||
Warrants Exercisable, Weighted- Average Exercise Price | $ 2.14 | |||
Class of Warrants or Rights, Exercise Price Range, $0.01-$20.00 [Member] | ||||
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Shares (in Shares) | 1,086,536 | |||
Warrants Exercisable, Weighted- Average Exercise Price | $ 1.27 | |||
Warrants Outstanding, Weighted- Average Remaining Contractual Term | 8 years 73 days | |||
Warrants Exercisable, Shares (in Shares) | 1,086,536 | |||
Warrants Exercisable, Weighted- Average Exercise Price | $ 1.27 | |||
Class of Warrants or Rights, Exercise Price Range, $0.01-$20.00 [Member] | Minimum [Member] | ||||
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | 0 | |||
Class of Warrants or Rights, Exercise Price Range, $0.01-$20.00 [Member] | Maximum [Member] | ||||
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | $ 20 | |||
Class of Warrants or Rights, Exercise Price Range, $20.01-$30.00 [Member] | ||||
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Shares (in Shares) | 19,543 | |||
Warrants Exercisable, Weighted- Average Exercise Price | $ 25.06 | |||
Warrants Outstanding, Weighted- Average Remaining Contractual Term | 4 years 73 days | |||
Warrants Exercisable, Shares (in Shares) | 19,543 | |||
Warrants Exercisable, Weighted- Average Exercise Price | $ 25.06 | |||
Class of Warrants or Rights, Exercise Price Range, $20.01-$30.00 [Member] | Minimum [Member] | ||||
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | 20.01 | |||
Class of Warrants or Rights, Exercise Price Range, $20.01-$30.00 [Member] | Maximum [Member] | ||||
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | $ 30 | |||
Class of Warrants or Rights, Exercise Price Range, $40.01-$50.00 [Member] | ||||
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Shares (in Shares) | 2,253 | |||
Warrants Exercisable, Weighted- Average Exercise Price | $ 48.83 | |||
Warrants Outstanding, Weighted- Average Remaining Contractual Term | 2 years 292 days | |||
Warrants Exercisable, Shares (in Shares) | 2,253 | |||
Warrants Exercisable, Weighted- Average Exercise Price | $ 48.83 | |||
Class of Warrants or Rights, Exercise Price Range, $40.01-$50.00 [Member] | Minimum [Member] | ||||
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | 40.01 | |||
Class of Warrants or Rights, Exercise Price Range, $40.01-$50.00 [Member] | Maximum [Member] | ||||
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | $ 50 | |||
Class of Warrants or Rights, Exercise Price Range, $50.01-$60.00 [Member] | ||||
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Shares (in Shares) | 543 | |||
Warrants Exercisable, Weighted- Average Exercise Price | $ 60 | |||
Warrants Outstanding, Weighted- Average Remaining Contractual Term | 1 year 219 days | |||
Warrants Exercisable, Shares (in Shares) | 543 | |||
Warrants Exercisable, Weighted- Average Exercise Price | $ 60 | |||
Class of Warrants or Rights, Exercise Price Range, $50.01-$60.00 [Member] | Minimum [Member] | ||||
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | 50.01 | |||
Class of Warrants or Rights, Exercise Price Range, $50.01-$60.00 [Member] | Maximum [Member] | ||||
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | 60 | |||
Class of Warrants or Rights, Exercise Price Range, Greater than $60.00 [Member] | ||||
STOCKHOLDERS' DEFICIT (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items] | ||||
Warrants Outstanding, Exercise Price | $ 60 | |||
Warrants Outstanding, Shares (in Shares) | 1,593 | |||
Warrants Exercisable, Weighted- Average Exercise Price | $ 7,690 | |||
Warrants Outstanding, Weighted- Average Remaining Contractual Term | 6 years 292 days | |||
Warrants Exercisable, Shares (in Shares) | 48 | |||
Warrants Exercisable, Weighted- Average Exercise Price | $ 7,690 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
INCOME TAXES (Details) [Line Items] | |||
Other Information Pertaining to Income Taxes | The Tax Cuts and Jobs Acts (the “Act”) was enacted on December 22, 2017. The Act reduces the U.S. federal corporate income tax rate from 35% to 21%. ASC 740, “Income Taxes”, requires that effects of changes in tax rates to be recognized in the period enacted. Recognizing the late enactment of the Act and complexity of accurately accounting for its impact, the Securities and Exchange Commission in Staff Accounting Bulletin 118 provides guidance that allows registrants to provide a reasonable estimate of the Act in their financial statements and adjust the reported impact in a measurement period not to exceed one year. | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||
Operating Loss Carryforwards | $ 98.4 | $ 98.7 | |
Annual Limit of Corporation to Reduce Tax Liability | Section 382 of the Internal Revenue Code of 1986 (the “Code”) imposes an annual limit on the ability of a corporation that undergoes a greater than 50% ownership change to use its net operating loss carry forwards to reduce its tax liability. | ||
Operating Loss Carryforwards, Limitations on Use | If in the future the Company issues common stock or additional equity instruments convertible into common shares which result in an ownership change exceeding the 50% limitation threshold imposed by section 382 of the Code, the Company’s net operating loss carryforwards may be significantly limited as to the amount of use in a particular year. | ||
State and Local Jurisdiction [Member] | |||
INCOME TAXES (Details) [Line Items] | |||
Operating Loss Carryforwards | $ 98.4 | $ 98.7 |
INCOME TAXES (Details) - Schedu
INCOME TAXES (Details) - Schedule of Components of Income Tax Expense (Benefit) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Deferred: | ||
Federal | (69,163) | (953,934) |
State | (14,310) | (197,373) |
(83,473) | (1,151,307) | |
Change in valuation allowance | 83,473 | 1,151,307 |
Income tax provision (benefit) | $ 0 | $ 0 |
INCOME TAXES (Details) - Sche_2
INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net Operating Losses | $ 24,929,613 | $ 25,419,811 |
Stock Based Compensation | 4,089,261 | 3,902,930 |
Deferred Compensation | 632,470 | 415,469 |
Pre-litigation settlement | 172,977 | 0 |
Other | 260,024 | 262,662 |
Total deferred tax assets | 30,084,345 | 30,000,872 |
Valuation allowance | (30,084,345) | (30,000,872) |
Net deferred tax assets | 0 | 0 |
Deferred tax liabilities: | ||
Total deferred tax liabilities | 0 | 0 |
Total | $ 0 | $ 0 |
INCOME TAXES (Details) - Sche_3
INCOME TAXES (Details) - Schedule of Effective Income Tax Rate Reconciliation - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||
Income taxes using U.S. federal statutory rate | $ (805,421) | $ (453,690) |
State income taxes, net of federal benefit | (156,467) | (22,280) |
Tax effect of expiring net operating loss | 181,704 | 0 |
Other | 696,711 | (675,337) |
Change in Valuation Allowance | 83,473 | 1,151,307 |
Income tax provision (benefit) | $ 0 | $ 0 |
CONCENTRATIONS (Details)
CONCENTRATIONS (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||
CONCENTRATIONS (Details) [Line Items] | ||
Concentration Risk, Percentage | 11.00% | 11.00% |
Credit Concentration Risk [Member] | Customer Concentration Risk [Member] | ||
CONCENTRATIONS (Details) [Line Items] | ||
Concentration Risk, Percentage | 94.00% | 77.00% |
Credit Concentration Risk [Member] | Customer One [Member] | Customer Concentration Risk [Member] | ||
CONCENTRATIONS (Details) [Line Items] | ||
Concentration Risk, Percentage | 47.00% | 41.00% |
Credit Concentration Risk [Member] | Customer Two [Member] | Customer Concentration Risk [Member] | ||
CONCENTRATIONS (Details) [Line Items] | ||
Concentration Risk, Percentage | 47.00% | 16.00% |
Credit Concentration Risk [Member] | Customer Three [Member] | Customer Concentration Risk [Member] | ||
CONCENTRATIONS (Details) [Line Items] | ||
Concentration Risk, Percentage | 10.00% | |
Credit Concentration Risk [Member] | Customer Four [Member] | Customer Concentration Risk [Member] | ||
CONCENTRATIONS (Details) [Line Items] | ||
Concentration Risk, Percentage | 10.00% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Jun. 01, 2020 |
Subsequent Event [Member] | |
SUBSEQUENT EVENTS (Details) [Line Items] | |
Default Interest Rate | 18.00% |