Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 16, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41282 | |
Entity Registrant Name | SUNSHINE BIOPHARMA, INC. | |
Entity Central Index Key | 0001402328 | |
Entity Tax Identification Number | 20-5566275 | |
Entity Incorporation, State or Country Code | CO | |
Entity Address, Address Line One | 333 Las Olas Way, | |
Entity Address, Address Line Two | CU4 Suite 433 | |
Entity Address, City or Town | Fort Lauderdale | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33301 | |
City Area Code | 954 | |
Local Phone Number | 515-0810 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,124,341 | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | SBFM | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Title of 12(b) Security | Common Stock Purchase Warrants | |
Trading Symbol | SBFMW | |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets: | ||
Cash and cash equivalents | $ 11,507,745 | $ 16,292,347 |
Accounts receivable | 3,973,550 | 2,552,362 |
Inventory | 8,490,745 | 5,734,755 |
Prepaid expenses | 1,776,480 | 310,591 |
Total Current Assets | 25,748,520 | 24,890,055 |
Long-Term Assets: | ||
Property & equipment | 541,410 | 365,868 |
Intangible assets | 2,447,128 | 1,444,259 |
Right-of-use-asset | 563,920 | 646,779 |
Total Long-Term Assets | 3,552,458 | 2,456,906 |
TOTAL ASSETS | 29,300,978 | 27,346,961 |
Current Liabilities: | ||
Accounts payable & accrued expenses | 4,930,055 | 2,585,466 |
Earnout payable | 0 | 2,547,831 |
Income tax payable | 254,971 | 299,869 |
Current portion - right-of-use-liability | 114,452 | 118,670 |
Total Current Liabilities | 5,299,478 | 5,551,836 |
Long-Term Liabilities: | ||
Deferred tax liability | 48,729 | 48,729 |
Right-of-use-liability | 462,906 | 539,035 |
Total Long-Term Liabilities | 511,635 | 587,764 |
TOTAL LIABILITIES | 5,811,114 | 6,139,600 |
SHAREHOLDERS' EQUITY | ||
Preferred Stock, Series B $0.10 par value per share; 1,000,000 shares authorized; 130,000 and 10,000 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 13,000 | 1,000 |
Common Stock, $0.001 par value per share; 3,000,000,000 shares authorized; 1,170,510 and 14,012 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 1,171 | 14 |
Capital paid in excess of par value | 89,842,503 | 84,415,900 |
Accumulated comprehensive income (loss) | (683,050) | 696,105 |
Accumulated (Deficit) | (65,683,759) | (63,905,658) |
TOTAL SHAREHOLDERS' EQUITY | 23,489,865 | 21,207,361 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 29,300,978 | $ 27,346,961 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 1,170,510 | 14,012 |
Common stock, shares outstanding | 1,170,510 | 14,012 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 130,000 | 10,000 |
Preferred stock, shares outstanding | 130,000 | 10,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Sales | $ 9,303,067 | $ 5,560,865 | $ 16,844,113 | $ 10,454,918 |
Cost of sales | 6,946,810 | 3,608,118 | 12,133,519 | 6,674,049 |
Gross profit | 2,356,257 | 1,952,747 | 4,710,594 | 3,780,869 |
General & Administrative Expenses: | ||||
Accounting | 88,394 | 75,281 | 440,400 | 245,031 |
Consulting | 54,048 | 392,454 | 101,449 | 524,069 |
Director fees | 100,000 | 100,000 | 200,000 | 200,000 |
Legal | 223,436 | 145,815 | 445,434 | 259,572 |
Marketing | 256,325 | 133,177 | 454,371 | 261,090 |
Office | 713,245 | 419,650 | 1,673,636 | 938,768 |
R&D | 436,235 | 368,565 | 658,268 | 801,490 |
Salaries | 1,556,176 | 1,200,167 | 3,089,888 | 3,200,424 |
Taxes | 145,805 | 96,649 | 221,706 | 160,367 |
Depreciation | 50,870 | 34,877 | 93,488 | 69,587 |
Total General & Administrative Expenses: | 3,624,533 | 2,966,635 | 7,378,640 | 6,660,398 |
(Loss) from operations | (1,268,276) | (1,013,888) | (2,668,046) | (2,879,529) |
Other Income (Expense): | ||||
Foreign exchange (loss) | 286,535 | (261) | 280,768 | (246) |
Interest income | 143,995 | 203,049 | 288,084 | 416,930 |
Interest expense | (245) | (3,331) | (245) | (7,746) |
Total Other Income (Expense) | 430,285 | 199,457 | 568,607 | 408,938 |
Net (loss) before income taxes | (837,991) | (814,431) | (2,099,439) | (2,470,591) |
Provision for income taxes | 343,691 | (87,677) | 321,338 | (133,947) |
Net (Loss) | (494,300) | (902,108) | (1,778,101) | (2,604,538) |
Comprehensive Income (Loss): | ||||
Gain (Loss) from foreign exchange translation | (835,450) | 492,049 | (1,379,155) | 503,209 |
Comprehensive Income (Loss) | $ (1,329,750) | $ (410,059) | $ (3,157,256) | $ (2,101,329) |
Basic (Loss) per common share | $ (9.94) | $ (71.17) | $ (43.48) | $ (218.62) |
Weighted average common shares outstanding (Basic) | 49,726 | 12,675 | 40,896 | 11,914 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows From Operating Activities: | ||
Net (Loss) | $ (1,778,101) | $ (2,604,538) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 93,494 | 69,594 |
Stock issued for services | 12,000 | 0 |
Accounts receivable | (1,867,693) | (55,160) |
Inventory | (2,949,128) | (885,243) |
Prepaid expenses | (272,810) | 182,852 |
Accounts Payable & accrued expenses | 2,794,798 | (1,103,502) |
Earn-out payable | (2,547,831) | (1,084,169) |
Income tax payable | (1,247,671) | (147,980) |
Net Cash Flows (Used In) Operating Activities | (7,762,942) | (5,628,146) |
Cash Flows From Investing Activities: | ||
Reduction in right-of-use asset | 61,074 | 66,846 |
Purchase of intangible assets | (234,569) | (17,645) |
Purchase of equipment | (1,037,450) | (454,980) |
Net Cash Flows (Used In) Investing Activities | (1,210,944) | (405,779) |
Cash Flows From Financing Activities: | ||
Proceeds from public offering net (common stock) | 8,522,411 | 4,089,208 |
Exercise of warrants | 45,000 | 1,156 |
Purchase of treasury stock | (3,139,651) | (506,822) |
Lease liability | (58,194) | (63,870) |
Net Cash Flows Provided by Financing Activities | 5,369,566 | 3,519,672 |
Cash and Cash Equivalents at Beginning of Period | 16,292,347 | 21,826,437 |
Net increase (decrease) in cash and cash equivalents | (3,604,320) | (2,514,253) |
Effect of exchange rate changes on cash | 0 | 9 |
Foreign currency translation adjustment | (1,180,282) | 417,298 |
Cash and Cash Equivalents at End of Period | 11,507,745 | 19,729,491 |
Supplementary Disclosure of Cash Flow Information: | ||
Cash paid for income taxes | 956,012 | 0 |
Stock issued for services | $ 12,000 | $ 0 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock, Common [Member] | Preferred Stock [Member] | Comprehensive Income [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2022 | $ 11 | $ 80,864,326 | $ 1,000 | $ 161,847 | $ (59,399,614) | $ 21,627,570 | |
Shares, Outstanding, Beginning Balance at Dec. 31, 2022 | 11,293 | 10,000 | |||||
Repurchase Stock | (506,822) | (506,822) | |||||
[custom:RepurchaseStockShares] | (223) | ||||||
Common stock and prefunded warrants issued in a private offering | $ 1 | 4,089,217 | 4,089,218 | ||||
Stock Issued During Period, Shares, Issued for Services | 1,225 | ||||||
Exercise of warrants | $ 1 | 1,155 | 1,156 | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 578 | ||||||
Net (loss) | 503,209 | (2,604,538) | (2,101,329) | ||||
Ending balance, value at Jun. 30, 2023 | $ 13 | 84,447,876 | $ 1,000 | 665,056 | (62,004,152) | 23,109,793 | |
Shares, Outstanding, Ending Balance at Jun. 30, 2023 | 12,873 | 10,000 | |||||
Beginning balance, value at Mar. 31, 2023 | $ 11 | 80,357,504 | $ 1,000 | 173,007 | (61,102,044) | 19,429,478 | |
Shares, Outstanding, Beginning Balance at Mar. 31, 2023 | 11,070 | 10,000 | |||||
Common stock and prefunded warrants issued in a private offering | $ 1 | 4,089,217 | 4,089,218 | ||||
Stock Issued During Period, Shares, Issued for Services | 1,225 | ||||||
Exercise of warrants | $ 1 | 1,155 | 1,156 | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 578 | ||||||
Net (loss) | 492,049 | (902,108) | (410,059) | ||||
Ending balance, value at Jun. 30, 2023 | $ 13 | 84,447,876 | $ 1,000 | 665,056 | (62,004,152) | 23,109,793 | |
Shares, Outstanding, Ending Balance at Jun. 30, 2023 | 12,873 | 10,000 | |||||
Beginning balance, value at Dec. 31, 2023 | $ 14 | 84,415,900 | $ 1,000 | 696,105 | (63,905,658) | 21,207,361 | |
Shares, Outstanding, Beginning Balance at Dec. 31, 2023 | 14,012 | 10,000 | |||||
Preferred Stock issued to related party | $ 12,000 | 12,000 | |||||
[custom:PreferredStockIssuedToRelatedPartyShares] | 120,000 | ||||||
Common stock and pre-funded warrants issued in an underwritten offering | $ 13 | 8,522,398 | 8,522,411 | ||||
Stock Issued During Period, Shares, New Issues | 13,214 | ||||||
Exercise of warrants | $ 1,144 | 43,856 | 45,000 | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,143,284 | ||||||
Repurchase of warrants | (3,139,651) | (3,139,651) | |||||
Net (loss) | (1,379,155) | (1,778,101) | (3,157,256) | ||||
Ending balance, value at Jun. 30, 2024 | $ 1,171 | 89,842,503 | $ 13,000 | (683,050) | (65,683,759) | 23,489,865 | |
Shares, Outstanding, Ending Balance at Jun. 30, 2024 | 1,170,510 | 130,000 | |||||
Beginning balance, value at Mar. 31, 2024 | $ 50 | 89,843,624 | $ 13,000 | 152,400 | (65,189,459) | 24,819,615 | |
Shares, Outstanding, Beginning Balance at Mar. 31, 2024 | 49,726 | 130,000 | |||||
Exercise of warrants | $ 1,121 | (1,121) | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,120,784 | ||||||
Net (loss) | (835,450) | (494,300) | (1,329,750) | ||||
Ending balance, value at Jun. 30, 2024 | $ 1,171 | $ 89,842,503 | $ 13,000 | $ (683,050) | $ (65,683,759) | $ 23,489,865 | |
Shares, Outstanding, Ending Balance at Jun. 30, 2024 | 1,170,510 | 130,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure [Table] | ||||
Net Income (Loss) | $ (494,300) | $ (902,108) | $ (1,778,101) | $ (2,604,538) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Note 1 – Description of Business The Company was incorporated under the name Mountain West Business Solutions, Inc. on August 31, 2006, in the State of Colorado. Effective October 15, 2009, the Company acquired Sunshine Biopharma, Inc. in a transaction classified as a reverse acquisition. Upon completion of the reverse acquisition, the Company changed its name to Sunshine Biopharma, Inc. and began operating as a pharmaceutical company. Sunshine Biopharma operates two wholly owned subsidiaries: (i) Nora Pharma Inc. (“Nora Pharma”), a Canadian corporation with a portfolio of pharmaceutical products consisting of 61 generic prescription drugs on the market in Canada, and (ii) Sunshine Biopharma Canada Inc. (“Sunshine Canada”), a Canadian corporation which develops and sells nonprescription over-the-counter (“OTC”) products. The Company has determined that it has two reportable segments: · Prescription Generic Pharmaceuticals (“Generic Pharmaceuticals”) · Nonprescription Over-The-Counter Products (“OTC Products) Through June 30, 2024, sales from the Generic Pharmaceuticals segment represented approximately 97 3 The Company is not subject to material customer concentration risks as it sells its products directly to pharmacies in several Canadian provinces. However, in Canada provincial governments reimburse patients for their prescription drugs expenditures to various degrees under drug reimbursement programs, making generic drugs prices highly dependent on governmental policies which may change over time. The most recent negotiations between the pan-Canadian Pharmaceutical Alliance and the Canadian Generic Pharmaceutical Association have resulted in updated generic pricing for certain products which took effect on October 1, 2023. The updated prices are valid for three years and the agreement may be extended for an additional two years. In addition, the Company is engaged in the development of the following proprietary drugs: · Adva-27a, a small chemotherapy molecule for treatment of pancreatic cancer (IND-enabling studies were paused on November 2, 2023) · K1.1 mRNA, a lipid nano-particle (LNP) targeted for liver cancer · SBFM-PL4, a protease inhibitor for treatment of Coronavirus infections |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 2 – Basis of Presentation The unaudited consolidated financial statements of the Company for the three and six months periods ended June 30, 2024 and 2023, have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2023, was derived from the audited financial statements included in the Company's financial statements as of and for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2024. These financial statements should be read in conjunction with that report. On April 17, 2024 and August 8, 2024, the Company completed a 1-for-100 1-for-20 |
Underwritten Public Offering
Underwritten Public Offering | 6 Months Ended |
Jun. 30, 2024 | |
Underwritten Public Offering | |
Underwritten Public Offering | Note 3 – Underwritten Public Offering On February 15, 2024, the Company completed an underwritten public offering for gross proceeds of approximately $ 10 8,522,411 The offering consisted of 35,714 Units, consisting of (i) 13,214 Common Units, with each Common Unit consisting of one share of common stock, one-tenth of a Series A warrant to purchase one share of common stock (“Series A Warrant”) and two-tenths of a Series B warrant to purchase one share of common stock (“Series B Warrant”), and (ii) 22,500 Pre-Funded Units, with each Pre-Funded Unit consisting of one pre-funded warrant to purchase one share of common stock (“Pre-Funded Warrants”), one-tenth of a Series A Warrant and two-tenths of a Series B Warrant. The public offering price was $280.00 per Common Unit and $278.00 per Pre-Funded Unit. The Pre-Funded Warrants have an exercise price of $2.00 per share. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until exercised in full. The initial exercise price of each Series A Warrant was $4,200.00 per share of common stock or pursuant to an alternative cashless exercise option. Under the alternative cashless exercise provision, which became effective following stockholder approval in March 2024, each Series A Warrant was exercisable on a cashless basis for two shares of common stock. The Series A Warrants were exercisable immediately and expire 30 months after the initial issuance date. The initial exercise price of each Series B Warrant was $4,760.00 per share of common stock. The Series B Warrants are exercisable immediately and expire 60 months after the initial issuance date. In addition (effective following the stockholder approval), the Series A Warrants and Series B Warrants included a provision under which, following a reverse split of the common stock, the exercise price will be adjusted to the lowest volume weighted average price (“VWAP”) for the five trading days immediately preceding and immediately following the date of reverse stock split, and the number of shares issuable upon exercise of the Series A Warrants or Series B Warrants will be adjusted such that the aggregate exercise price of the Series A Warrants or Series B Warrants will remain unchanged. The Series B Warrants do not include an alternate cashless exercise provision and can only be exercised for cash so long as the Company’s registration statement for such warrants and underlying shares remains effective. In addition, the Company granted the underwriter, Aegis Capital Corp. ("Aegis"), a 45-day option to purchase up to an additional 15% of the total number of shares of common stock and/or Pre-Funded Warrants and/or Series A Warrants and/or Series B Warrants sold in the offering, solely to cover overallotments, if any. On February 15, 2024, Aegis partially exercised its over-allotment option for a total of 415 830 On February 13, 2024, the Company obtained stockholder approval for (i) adjustment of the number of underlying shares and exercise price for both the Series A Warrants and the Series B warrants, and (ii) the alternate cashless exercise provision for the Series A warrants. As of June 30, 2024, all of the Pre-Funded Warrants and all of the Series A warrants have been exercised resulting in the Company issuing 22,500 1,120,784 45,000 0 As of August 16, 2024, the only securities remaining outstanding in connection with this offering are 13,612,927 2.7879 |
Acquisition of Nora Pharma Inc.
Acquisition of Nora Pharma Inc. | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Acquisition of Nora Pharma Inc. | Note 4 – Acquisition of Nora Pharma Inc. On October 20, 2022, the Company acquired all of the issued and outstanding shares of Nora Pharma Inc. (“Nora Pharma”), a Canadian privately held pharmaceutical company. The purchase price for the shares was $ 18,860,637 14,346,637 1,850 4,514,000 The following table summarizes the allocation of the purchase price as of October 20, 2022, the acquisition date using Nora Pharma’s balance sheet assets and liabilities: Schedule of allocation of purchase price Accounts receivable $ 1,358,121 Inventory 3,181,916 Intangible assets 659,571 Equipment & furniture 210,503 Other assets 1,105,093 Total assets 6,515,204 Liabilities assumed (5,981,286 ) Net assets 533,918 Goodwill 18,326,719 Total Consideration $ 18,860,637 The value of the 1,850 common shares issued as part of the consideration paid for Nora Pharma was determined based on the closing market price of the Company’s common shares on the acquisition date, October 20, 2022 ($2,440 per share). The Company impaired 100% of the goodwill amount in 2022 and plans to depreciate the intangible assets as detailed in Note 5 below. As part of the consideration paid for Nora Pharma, the Company agreed to a $ 5,000,000 3,632,000 1,084,169 3,093,878 2,291,761 479,207 354,968 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5 – Intangible Assets Intangible assets, net consisted of the following: Schedule of intangible assets June 30, December 31, Balance at beginning of the year $ 1,444,259 776,856 Purchase of additional intangible assets (licenses) 1,077,380 710,372 Total 2,521,639 1,487,228 Less accumulated amortization (74,511 ) (42,969 ) Finite-lived intangible assets, net $ 2,447,128 $ 1,444,259 As of June 30, 2024, the estimated amortization amounts of the Company’s intangible assets for each of the next five years are as follows: Schedule of estimated amortization expense 2025 $ 73,257 2026 73,257 2027 73,257 2028 39,300 2029 1,889 |
Reverse Stock Splits
Reverse Stock Splits | 6 Months Ended |
Jun. 30, 2024 | |
Reverse Stock Splits | |
Reverse Stock Splits | Note 6 – Reverse Stock Splits Effective April 17, 2024 and August 8, 2024, the Company completed a 1-for-100 and a 1-for-20 reverse split of its common stock (the “Reverse Splits”). The Company had previously completed three (3) reverse stock splits including a 1-for-200 on February 9, 2022, and two 1-for-20 reverse stock splits, one in 2019 and the other in 2020. The Company’s financial statements included in this report reflect all five (5) reverse stock splits on a retroactive basis for all periods presented and for all references to common stock, unless specifically stated otherwise. |
Capital Stock
Capital Stock | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Capital Stock | Note 7 – Capital Stock The Company’s authorized capital is comprised of 3,000,000,000 0.001 30,000,000 0.10 1,000,000 130,000 On February 17, 2022, the Company completed a public offering and received net proceeds of $ 6,833,071 941 20,051 On October 12, 2023, the Company held a special meeting of the holders of the outstanding Tradeable Warrants in which the holders of the majority of the outstanding Tradeable Warrants approved an amendment to the Warrant Agent Agreement to eliminate the provision that prohibited the Company’s CEO from exercising his voting rights under the Series B Preferred Stock, as well as to lower the exercise price of the Tradeable Warrants from $4,440 to $220.00. The Company entered into the amendment to the Warrant Agent Agreement on October 18, 2023. On March 14, 2022, the Company completed a private placement and received net proceeds of $ 6,781,199 1,150 1,150 651 On April 28, 2022, the Company completed another private placement and received net proceeds of $ 16,752,915 1,236 2,472 1,195 On October 20, 2022, the Company issued 1,850 4,514,000 On January 19, 2023, the Company announced a stock repurchase program of up to $ 2 2,228 506,822 On May 16, 2023, the Company completed a private placement pursuant to a securities purchase agreement with an institutional investor for gross proceeds of approximately $ 5 4,089,218 1,225 1,751 5,952 In 2022 and 2023, the Company issued a total of 5,396 13,196,681 In July 2023, the Company repurchased a total of 34 34,321 On November 16, 2023, the Company issued 1,173 2,346 1,173 On February 8, 2024, the Company issued 20,000 0.10 On February 15, 2024, the Company completed an underwritten public offering and in connection therewith it issued an aggregate of 35,714 22,500 On March 4, 2024, the Company issued 100,000 0.10 As of June 30, 2024 and December 31, 2023, the Company had a total of 1,170,510 14,012 The Company has declared no |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2024 | |
Warrants | |
Warrants | Note 8 – Warrants The Company accounts for issued warrants either as a liability or equity in accordance with ASC 480-10 or ASC 815-40. Under ASC 480-10, warrants are considered a liability if they are mandatorily redeemable and they require settlement in cash, other assets, or a variable number of shares. If warrants do not meet liability classification under ASC 480-10, the Company considers the requirements of ASC 815-40 to determine whether the warrants should be classified as a liability or as equity. Under ASC 815-40, contracts that may require settlement for cash are liabilities, regardless of the probability of the occurrence of the triggering event. Liability-classified warrants are measured at fair value on the issuance date and at the end of each reporting period. Any change in the fair value of the warrants after the issuance date is recorded in the consolidated statements of operations as a gain or loss. If warrants do not require liability classification under ASC 815-40, in order to conclude warrants should be classified as equity, the Company assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815-40 or other applicable GAAP standard. Equity-classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date. In 2022, 2023, and during the six months ended June 30, 2024, the Company completed five (5) financing events, and in connection therewith, it issued warrants as follows: Schedule of warrants issued with financing Type Number Exercise Price Expiry Date 2022 Pre-Funded Warrants 1,846 $2.00 Unlimited Tradeable Warrants 2,051 $ 4,440.00 February 2027 Investor Warrants 1,801 $4,440.00 March 2027 April Warrants 4,862 $7,520.00 April 2027 May Pre-Funded Warrants 1,751 $2.00 Unlimited May Investor Warrants 5,952 $1,180.00 November 2028 2024 Pre-Funded Warrants 22,500 $2.00 Unlimited Series A Warrants 3,986 * $ 4,200.00 * August 2026 Series B Warrants 7,973 * $ 4,760.00 * February 2029 _______________________ * Subject to adjustments per the Series A and Series B Warrant Agreements. As of June 30, 2024, all of the 2022 Pre-Funded Warrants, all of the May Pre-Funded Warrants, all of the 2024 Pre-Funded Warrants, a total of 1,569 1,401 13,241,681 On February 11, 2024, the Company redeemed all of the April Warrants and all of the May Investor Warrants for an aggregate purchase price of $ 3,139,651 The Company’s outstanding warrants as of August 16, 2024 consisted of the following: Schedule of warrants outstanding Type Number Exercise Price Expiry Date Tradeable Warrants 481 $220.00 February 2027 Investor Warrants 400 $4,440.00 March 2027 Series B Warrants 13,612,927 $ 2.7879 February 2029 _____________________ * As adjusted and subject to further adjustments per the Series B Warrant Agreements. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 9 – Earnings Per Share The following table sets forth the computation of basic and diluted net income per share for the quarters ended June 30: Schedule of earnings per share computation 2024 2023 Net gain (loss) attributable to common stock $ (494,300 ) $ (902,108 ) Basic weighted average outstanding shares of common stock 49,726 12,675 Dilutive common share equivalents – – Dilutive weighted average outstanding shares of common stock 49,726 12,675 Net gain (loss) per share attributable to common stock $ (9.94 ) $ (71.17 ) |
Lease
Lease | 6 Months Ended |
Jun. 30, 2024 | |
Lease | |
Lease | Note 10 – Lease The Company has obligations as a lessee for office and warehouse space with initial non-cancellable terms in excess of one year. The Company classified the lease as an operating lease. The lease contains a renewal option for a period of five years. Because the Company is certain to exercise the renewal option, the optional period is included in determining the lease term, and associated payments under the renewal option are included in the lease payments. The Company’s lease does not include termination options for either party to the lease or restrictive financial or other covenants. Payments due under the lease include fixed payments plus a variable payment. The Company’s lease requires it to make variable payments for the Company’s proportionate share of building’s property taxes, insurance, and common area maintenance. These variable lease payments are not included in lease payments used to determine lease liability and are recognized as variable costs when incurred. Amounts reported on the balance sheet as of June 30, 2024, were as follows: Schedule of lease information Operating lease ROU asset $563,920 Operating lease liability - Short-term $114,452 Operating lease liability - Long-term $462,906 Remaining lease term 5 years 6 months Discount rate 6 Amounts disclosed for ROU assets obtained in exchange for lease obligations and reductions of ROU assets resulting from reductions of lease obligations include amounts reduced from the carrying amount of ROU assets resulting from deferred rent. Maturities of lease liabilities under non-cancellable operating leases at June 30, 2024 are as follows: Schedule of maturities of lease liabilities 2024 $ 56,479 2025 $ 114,859 2026 $ 108,790 2027 $ 102,470 2028 $ 96,517 Thereafter $ 98,243 |
Management and Director Compens
Management and Director Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Management And Director Compensation | |
Management and Director Compensation | Note 11 – Management and Director Compensation The Company paid its officers cash compensation totaling $ 1,120,356 225,000 1,382,842 1,045,000 400,000 The Company paid its directors aggregate cash compensation totaling $ 100,000 200,000 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12 – Income Taxes In calculating the provision for income taxes on an interim basis, the Company uses an estimate of the annual effective tax rate based upon currently known facts and circumstances and applies that rate to its year-to-date earnings or losses. The Company’s effective tax rate is based on expected income and statutory tax rates and takes into consideration permanent differences between financial statement and tax return income applicable to the Company in the various jurisdictions in which the Company operates. The effect of discrete items, such as changes in estimates, changes in rates or tax status, and unusual or infrequently occurring events, is recognized in the interim period in which the discrete item occurs. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the result of new judicial interpretations or regulatory or tax law changes. Our income tax (expense) / benefit of $ 343,691 321,338 Our income tax (expense) / benefit $ (87,677) (133,947) Deferred tax assets are regularly reviewed for recoverability by jurisdiction and valuation allowances are established based on historical and projected future taxable losses and the expected timing of the reversal of existing temporary differences. The Company as recorded valuation allowances against the majority of its deferred tax assets of June 30, 2024, and the Company expects to maintain these valuation allowances until there is sufficient evidence that future earnings can be achieved, which is uncertain at this time. The Company's consolidated financial statements contain various tax related entries the same being due to the operations of the two Canadian subsidiaries and are in compliance with Canadian tax laws. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 – Subsequent Events Effective August 8, 2024, the Company completed a 1-for-20 reverse split of its common stock (the “Reverse Split”). As a result of the Reverse Split, the exercise price of Series B Warrants adjusted to $2.7879 per share and the number of Series B Warrants adjusted to 13,612,927. All share amounts, warrants, and related parameters specified in this report have been adjusted to reflect the Reverse Split. Subsequent to June 30, 2024, the Company issued 53,831 shares of common stock upon the exercise of 53,831 Series B Warrants and received $150,075 in net proceeds. |
Acquisition of Nora Pharma In_2
Acquisition of Nora Pharma Inc. (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Schedule of allocation of purchase price | Schedule of allocation of purchase price Accounts receivable $ 1,358,121 Inventory 3,181,916 Intangible assets 659,571 Equipment & furniture 210,503 Other assets 1,105,093 Total assets 6,515,204 Liabilities assumed (5,981,286 ) Net assets 533,918 Goodwill 18,326,719 Total Consideration $ 18,860,637 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets June 30, December 31, Balance at beginning of the year $ 1,444,259 776,856 Purchase of additional intangible assets (licenses) 1,077,380 710,372 Total 2,521,639 1,487,228 Less accumulated amortization (74,511 ) (42,969 ) Finite-lived intangible assets, net $ 2,447,128 $ 1,444,259 |
Schedule of estimated amortization expense | Schedule of estimated amortization expense 2025 $ 73,257 2026 73,257 2027 73,257 2028 39,300 2029 1,889 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Warrants | |
Schedule of warrants issued with financing | Schedule of warrants issued with financing Type Number Exercise Price Expiry Date 2022 Pre-Funded Warrants 1,846 $2.00 Unlimited Tradeable Warrants 2,051 $ 4,440.00 February 2027 Investor Warrants 1,801 $4,440.00 March 2027 April Warrants 4,862 $7,520.00 April 2027 May Pre-Funded Warrants 1,751 $2.00 Unlimited May Investor Warrants 5,952 $1,180.00 November 2028 2024 Pre-Funded Warrants 22,500 $2.00 Unlimited Series A Warrants 3,986 * $ 4,200.00 * August 2026 Series B Warrants 7,973 * $ 4,760.00 * February 2029 _______________________ * Subject to adjustments per the Series A and Series B Warrant Agreements. |
Schedule of warrants outstanding | Schedule of warrants outstanding Type Number Exercise Price Expiry Date Tradeable Warrants 481 $220.00 February 2027 Investor Warrants 400 $4,440.00 March 2027 Series B Warrants 13,612,927 $ 2.7879 February 2029 _____________________ * As adjusted and subject to further adjustments per the Series B Warrant Agreements. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share computation | Schedule of earnings per share computation 2024 2023 Net gain (loss) attributable to common stock $ (494,300 ) $ (902,108 ) Basic weighted average outstanding shares of common stock 49,726 12,675 Dilutive common share equivalents – – Dilutive weighted average outstanding shares of common stock 49,726 12,675 Net gain (loss) per share attributable to common stock $ (9.94 ) $ (71.17 ) |
Lease (Tables)
Lease (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Lease | |
Schedule of lease information | Schedule of lease information Operating lease ROU asset $563,920 Operating lease liability - Short-term $114,452 Operating lease liability - Long-term $462,906 Remaining lease term 5 years 6 months Discount rate 6 |
Schedule of maturities of lease liabilities | Schedule of maturities of lease liabilities 2024 $ 56,479 2025 $ 114,859 2026 $ 108,790 2027 $ 102,470 2028 $ 96,517 Thereafter $ 98,243 |
Description of Business (Detail
Description of Business (Details Narrative) - Revenue Benchmark [Member] - Product Concentration Risk [Member] | 6 Months Ended |
Jun. 30, 2024 | |
Generic Pharmaceuticals [Member] | |
Product Information [Line Items] | |
Concentration risk, percentage | 97% |
OTC Products [Member] | |
Product Information [Line Items] | |
Concentration risk, percentage | 3% |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) | Aug. 08, 2024 | Apr. 17, 2024 |
Subsequent Event [Line Items] | ||
Reverse stock split | 1-for-100 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Reverse stock split | 1-for-20 |
Underwritten Public Offering (D
Underwritten Public Offering (Details Narrative) - USD ($) | 6 Months Ended | ||||
Feb. 15, 2024 | Nov. 16, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Aug. 16, 2024 | |
Securities Financing Transaction [Line Items] | |||||
Net proceeds from public offering | $ 8,522,411 | $ 4,089,208 | |||
Proceeds from warrant exercise | $ 45,000 | $ 1,156 | |||
Pre Funded Warrants [Member] | |||||
Securities Financing Transaction [Line Items] | |||||
Stock converted, shares issued | 22,500 | ||||
Series A Warrants [Member] | |||||
Securities Financing Transaction [Line Items] | |||||
Stock converted, shares issued | 1,120,784 | ||||
Series A Warrants [Member] | |||||
Securities Financing Transaction [Line Items] | |||||
Proceeds from warrant exercise | $ 0 | ||||
Pre Funded Warrants [Member] | |||||
Securities Financing Transaction [Line Items] | |||||
Proceeds from warrant exercise | $ 2,346 | $ 45,000 | |||
February 2024 Public Offering [Member] | |||||
Securities Financing Transaction [Line Items] | |||||
Gross proceeds from public offering | $ 10,000,000 | ||||
Net proceeds from public offering | $ 8,522,411 | ||||
Offering consisted of units description | The offering consisted of 35,714 Units, consisting of (i) 13,214 Common Units, with each Common Unit consisting of one share of common stock, one-tenth of a Series A warrant to purchase one share of common stock (“Series A Warrant”) and two-tenths of a Series B warrant to purchase one share of common stock (“Series B Warrant”), and (ii) 22,500 Pre-Funded Units, with each Pre-Funded Unit consisting of one pre-funded warrant to purchase one share of common stock (“Pre-Funded Warrants”), one-tenth of a Series A Warrant and two-tenths of a Series B Warrant. The public offering price was $280.00 per Common Unit and $278.00 per Pre-Funded Unit. The Pre-Funded Warrants have an exercise price of $2.00 per share. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until exercised in full. The initial exercise price of each Series A Warrant was $4,200.00 per share of common stock or pursuant to an alternative cashless exercise option. Under the alternative cashless exercise provision, which became effective following stockholder approval in March 2024, each Series A Warrant was exercisable on a cashless basis for two shares of common stock. The Series A Warrants were exercisable immediately and expire 30 months after the initial issuance date. The initial exercise price of each Series B Warrant was $4,760.00 per share of common stock. The Series B Warrants are exercisable immediately and expire 60 months after the initial issuance date. | ||||
February 2024 Public Offering [Member] | Series B Warrants [Member] | |||||
Securities Financing Transaction [Line Items] | |||||
Warrants outstanding | 13,612,927 | ||||
Warrants exercise price | $ 2.7879 | ||||
February 2024 Public Offering [Member] | Series A Warrants [Member] | Over-Allotment Option [Member] | |||||
Securities Financing Transaction [Line Items] | |||||
[custom:WarrantsIssuedShares] | 415 | ||||
February 2024 Public Offering [Member] | Series B Warrants [Member] | Over-Allotment Option [Member] | |||||
Securities Financing Transaction [Line Items] | |||||
[custom:WarrantsIssuedShares] | 830 |
Acquisition of Nora Pharma In_3
Acquisition of Nora Pharma Inc. (Details - Allocation purcahse price) - Nora Pharma [Member] | Oct. 20, 2022 USD ($) |
Business Acquisition [Line Items] | |
Business combination, account receivable | $ 1,358,121 |
Business combination, inventory | 3,181,916 |
Business combination, intangible assets | 659,571 |
Business combination, equipment and furniture | 210,503 |
Business combination, other assets | 1,105,093 |
Business combination, total assets | 6,515,204 |
Business combination, liabilities assumed | (5,981,286) |
Business combination, net assets | 533,918 |
Business combination, goodwill | 18,326,719 |
Business combination, total consideration | $ 18,860,637 |
Acquisition of Nora Pharma In_4
Acquisition of Nora Pharma Inc. (Details Narrative) | 12 Months Ended | ||||
Oct. 20, 2022 USD ($) shares | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CAD ($) | Jun. 30, 2024 USD ($) | Oct. 20, 2022 CAD ($) | |
Business Acquisition [Line Items] | |||||
Earnout payable | $ 2,547,831 | $ 0 | |||
Nora Pharma [Member] | |||||
Business Acquisition [Line Items] | |||||
Purchase price of shares | $ 18,860,637 | ||||
Payments to acquire shares | $ 14,346,637 | ||||
Stock issued for acquisition | shares | 1,850 | ||||
Stock issued for acquisition, value | $ 4,514,000 | ||||
Earnout liability expense, first installment | 2,291,761 | $ 3,093,878 | |||
Earnout liability expense, second installment | 354,968 | $ 479,207 | |||
Nora Pharma [Member] | Malek Chamoun [Member] | |||||
Business Acquisition [Line Items] | |||||
Earnout payable | $ 3,632,000 | $ 5,000,000 | |||
Payment of earnout liability | $ 1,084,169 |
Intangible Assets (Details - In
Intangible Assets (Details - Intangible assets) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Finite lived intangible assets, beginning balance | $ 1,444,259 | $ 776,856 |
Intangible assets additions | 1,077,380 | 710,372 |
Finite lived intangible assets, ending balance | 2,521,639 | 1,487,228 |
Less accumulated amortization | (74,511) | (42,969) |
Finite lived intangible assets, net | $ 2,447,128 | $ 1,444,259 |
Intangible Assets (Details - Am
Intangible Assets (Details - Amortization expense) | Jun. 30, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2025 | $ 73,257 |
2026 | 73,257 |
2027 | 73,257 |
2028 | 39,300 |
2029 | $ 1,889 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||||||||||||
Mar. 04, 2024 | Feb. 15, 2024 | Feb. 08, 2024 | Nov. 16, 2023 | Jul. 31, 2023 | May 16, 2023 | Oct. 20, 2022 | Apr. 28, 2022 | Mar. 14, 2022 | Feb. 17, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 19, 2023 | |
Class of Stock [Line Items] | |||||||||||||||
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 | |||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||||
Stock repurchase program amount | $ 2,000,000 | ||||||||||||||
Proceeds from warrant exercises | $ 45,000 | $ 1,156 | |||||||||||||
Number of shares issued | 35,714 | ||||||||||||||
Common stock, shares issued | 1,170,510 | 14,012 | |||||||||||||
Common stock, shares outstanding | 1,170,510 | 14,012 | |||||||||||||
Dividends | $ 0 | ||||||||||||||
Warrants Exercised [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock issued for conversion of securities | 5,396 | 5,396 | |||||||||||||
Proceeds from warrant exercises | $ 13,196,681 | $ 13,196,681 | |||||||||||||
Pre Funded Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock issued for conversion of securities | 1,173 | ||||||||||||||
Proceeds from warrant exercises | $ 2,346 | $ 45,000 | |||||||||||||
Warrants exercised | 1,173 | ||||||||||||||
Number of shares issued | 22,500 | ||||||||||||||
Nora Pharma Inc [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock issued for acquisition, shares | 1,850 | ||||||||||||||
Stock issued for acquisition, value | $ 4,514,000 | ||||||||||||||
Private Placement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Net proceeds issuance of private placement | $ 16,752,915 | $ 6,781,199 | |||||||||||||
Single Healthcare Focused Institutional Investor [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Gross proceeds from sale of stock | $ 5,000,000 | ||||||||||||||
Net proceeds from sale of stock | $ 4,089,218 | ||||||||||||||
Single Healthcare Focused Institutional Investor [Member] | Pre Funded Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants issued, shares | 1,751 | ||||||||||||||
Tradeable Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants issued, shares | 2,051 | ||||||||||||||
Common Stock Member And Investor Warrants [Member] | Private Placement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock issued new, shares | 1,236 | 1,150 | |||||||||||||
Investor Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants issued, shares | 1,801 | ||||||||||||||
April Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants issued, shares | 4,862 | ||||||||||||||
May Investor Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants issued, shares | 5,952 | ||||||||||||||
May Investor Warrants [Member] | Single Healthcare Focused Institutional Investor [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants issued, shares | 5,952 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock issued new, shares | 13,214 | ||||||||||||||
Stock repurchased, shares | 34 | 2,228 | |||||||||||||
Payment for stock repurchased | $ 34,321 | $ 506,822 | |||||||||||||
Common stock, shares issued | 14,012 | ||||||||||||||
Common stock, shares outstanding | 14,012 | ||||||||||||||
Common Stock [Member] | Single Healthcare Focused Institutional Investor [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock issued new, shares | 1,225 | ||||||||||||||
Public Offering [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Net proceeds issuance of private placement | $ 6,833,071 | ||||||||||||||
Public Offering [Member] | Tradeable Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants issued, shares | 20,051 | ||||||||||||||
Public Offering [Member] | Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock issued new, shares | 941 | ||||||||||||||
Private Placement [Member] | Investor Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants issued, shares | 1,150 | ||||||||||||||
Private Placement [Member] | Pre Funded Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants issued, shares | 1,195 | 651 | |||||||||||||
Private Placement [Member] | April Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants issued, shares | 2,472 | ||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||||||||||
Preferred stock, par value | $ 0.10 | $ 0.10 | |||||||||||||
Preferred stock, shares outstanding | 130,000 | 10,000 | |||||||||||||
Director [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, shares authorized | 30,000,000 | ||||||||||||||
Preferred stock, par value | $ 0.10 | ||||||||||||||
Chief Executive Officer [Member] | Series B Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, shares outstanding | 130,000 | ||||||||||||||
Number of shares issued | 100,000 | 20,000 | |||||||||||||
Share price | $ 0.10 | $ 0.10 |
Warrants (Details - Warrants is
Warrants (Details - Warrants issued with financing) | 6 Months Ended | |
Jun. 30, 2024 $ / shares shares | ||
Pre Funded 2022 Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants | shares | 1,846 | |
Exercise price | $ / shares | $ 2 | |
[custom:WarrantExpirationDate] | Unlimited | |
Tradeable Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants | shares | 2,051 | |
Exercise price | $ / shares | $ 4,440 | [1] |
[custom:WarrantExpirationDate] | February 2027 | |
Investor Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants | shares | 1,801 | |
Exercise price | $ / shares | $ 4,440 | |
[custom:WarrantExpirationDate] | March 2027 | |
April Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants | shares | 4,862 | |
Exercise price | $ / shares | $ 7,520 | |
[custom:WarrantExpirationDate] | April 2027 | |
May Pre Funded Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants | shares | 1,751 | |
Exercise price | $ / shares | $ 2 | |
[custom:WarrantExpirationDate] | Unlimited | |
May Investor Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants | shares | 5,952 | |
Exercise price | $ / shares | $ 1,180 | |
[custom:WarrantExpirationDate] | November 2028 | |
Pre Funded 2024 Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants | shares | 22,500 | |
Exercise price | $ / shares | $ 2 | |
[custom:WarrantExpirationDate] | Unlimited | |
Series A Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants | shares | 3,986 | [1] |
Exercise price | $ / shares | $ 4,200 | [1] |
[custom:WarrantExpirationDate] | August 2026 | |
Series B Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants | shares | 7,973 | [1] |
Exercise price | $ / shares | $ 4,760 | [1] |
[custom:WarrantExpirationDate] | February 2029 | |
[1] Subject to adjustments per the Series A and Series B Warrant Agreements. |
Warrants (Details - Warrants ou
Warrants (Details - Warrants outstanding) - $ / shares | 1 Months Ended | 6 Months Ended | |
Aug. 16, 2024 | Jun. 30, 2024 | ||
Tradeable Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | [1] | $ 4,440 | |
[custom:WarrantExpirationDate] | February 2027 | ||
Tradeable Warrants [Member] | Subsequent Event [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of warrants outstanding | 481 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 220 | ||
[custom:WarrantExpirationDate] | February 2027 | ||
Investor Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4,440 | ||
[custom:WarrantExpirationDate] | March 2027 | ||
Investor Warrants [Member] | Subsequent Event [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of warrants outstanding | 400 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4,440 | ||
[custom:WarrantExpirationDate] | March 2027 | ||
Series B Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | [1] | $ 4,760 | |
[custom:WarrantExpirationDate] | February 2029 | ||
Series B Warrants [Member] | Subsequent Event [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of warrants outstanding | 13,612,927 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.7879 | ||
[custom:WarrantExpirationDate] | February 2029 | ||
[1] Subject to adjustments per the Series A and Series B Warrant Agreements. |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 6 Months Ended | ||
Feb. 11, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Proceeds from warrant exercises | $ 45,000 | $ 1,156 | |
Tradeable Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants exercised | 1,569 | ||
Investor Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants exercised | 1,401 | ||
All Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Proceeds from warrant exercises | $ 13,241,681 | ||
May Investor Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Aggregate purchase price | $ 3,139,651 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | ||||
Net gain (loss) attributable to common stock | $ (494,300) | $ (902,108) | ||
Basic weighted average outstanding shares of common stock | 49,726 | 12,675 | 40,896 | 11,914 |
Dilutive common share equivalents | $ 0 | $ 0 | ||
Dilutive weighted average outstanding shares of common stock | 49,726 | 12,675 | ||
Net gain (loss) per share attributable to common stock | $ (9.94) | $ (71.17) | $ (43.48) | $ (218.62) |
Lease (Details - Lease informat
Lease (Details - Lease information) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Lease | ||
Operating lease ROU asset | $ 563,920 | $ 646,779 |
Operating Lease, Liability, Current | 114,452 | 118,670 |
Operating lease liability - Long-term | $ 462,906 | $ 539,035 |
Remaining lease term | 5 years 6 months | |
Discount rate | 6% |
Lease (Details - Maturities of
Lease (Details - Maturities of lease payments) | Jun. 30, 2024 USD ($) |
Lease | |
2024 | $ 56,479 |
2025 | 114,859 |
2026 | 108,790 |
2027 | 102,470 |
2028 | 96,517 |
Thereafter | $ 98,243 |
Management and Director Compe_2
Management and Director Compensation (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Officers compensation | $ 1,120,356 | $ 225,000 | $ 1,382,842 | $ 1,045,000 |
Noninterest Expense Directors Fees | $ 100,000 | $ 100,000 | 200,000 | $ 200,000 |
Advanomics Corporation [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Officers compensation | $ 400,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Income Tax Expense (Benefit) | $ 343,691 | $ (87,677) | $ 321,338 | $ (133,947) |