Cover
Cover | 3 Months Ended |
Mar. 31, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 2 |
Entity Registrant Name | INVO BIOSCIENCE, INC. |
Entity Central Index Key | 0001417926 |
Entity Tax Identification Number | 20-4036208 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 5582 Broadcast Court |
Entity Address, City or Town | Sarasota |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 34240 |
City Area Code | (978) |
Local Phone Number | 878-9505 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 5582 Broadcast Court |
Entity Address, City or Town | Sarasota |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 34240 |
City Area Code | (978) |
Local Phone Number | 878-9505 |
Contact Personnel Name | Steve Shum |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | |||
Cash | $ 2,188,245 | $ 90,135 | $ 5,684,871 |
Accounts receivable | 99,720 | 77,149 | 50,470 |
Inventory | 270,919 | 263,602 | 287,773 |
Prepaid expenses and other current assets | 250,878 | 190,201 | 282,751 |
Total current assets | 2,809,762 | 621,087 | 6,305,865 |
Property and equipment, net | 417,642 | 436,729 | 501,436 |
Intangible assets, net | 132,093 | ||
Lease right of use | 1,750,175 | 1,808,034 | 2,037,052 |
Investment in joint ventures | 1,173,577 | 1,237,865 | 1,489,934 |
Total assets | 6,151,156 | 4,103,715 | 10,466,380 |
Current liabilities | |||
Accounts payable and accrued liabilities | 1,847,208 | 1,349,038 | 443,422 |
Accrued compensation | 1,220,682 | 946,262 | 581,689 |
Deferred revenue | 46,746 | 119,876 | 5,900 |
Lease liability, current portion | 234,050 | 231,604 | 221,993 |
Total current liabilities | 4,450,007 | 3,409,424 | 1,253,004 |
Lease liability, net of current portion | 1,610,734 | 1,669,954 | 1,901,557 |
Deferred tax liability | 1,949 | 1,949 | 1,139 |
Total liabilities | 6,062,690 | 5,081,327 | 3,155,700 |
Stockholders’ equity (deficit) | |||
Common Stock, $.0001 par value;6,250,000 shares authorized; 698,565 and 608,611 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 70 | 61 | 60 |
Additional paid-in capital | 52,422,808 | 48,805,860 | 46,201,642 |
Accumulated deficit | (52,334,412) | (49,783,533) | (38,891,022) |
Total stockholders’ equity (deficit) | 88,466 | (977,612) | 7,310,680 |
Total liabilities and stockholders’ equity (deficit) | 6,151,156 | 4,103,715 | 10,466,380 |
Nonrelated Party [Member] | |||
Current liabilities | |||
Notes payable | 331,321 | 100,000 | |
Related Party [Member] | |||
Current liabilities | |||
Notes payable | $ 770,000 | $ 662,644 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 6,250,000 | 6,250,000 | 6,250,000 |
Common stock, shares issued | 698,565 | 608,611 | 596,457 |
Common stock, shares outstanding | 698,565 | 608,611 | 596,457 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | ||||
Total revenue | $ 348,025 | $ 162,598 | $ 822,196 | $ 4,160,116 |
Cost of revenue: | ||||
Cost of revenue | 61,291 | 57,533 | 286,923 | 126,326 |
Depreciation | 11,263 | 7,428 | 44,600 | 18,726 |
Total cost of goods sold | 72,554 | 64,961 | 331,523 | 145,052 |
Gross profit | 275,471 | 97,637 | 490,673 | 4,015,064 |
Operating expenses | ||||
Selling, general and administrative expenses | 2,508,371 | 2,694,395 | 10,573,111 | 9,015,158 |
Research and development expenses | 73,520 | 104,180 | 544,043 | 216,430 |
Total operating expenses | 2,581,891 | 2,798,575 | 11,117,154 | 9,231,588 |
Loss from operations | (2,306,420) | (2,700,938) | (10,626,481) | (5,216,524) |
Other income (expense): | ||||
Loss from equity method joint ventures | (27,735) | (71,117) | (200,558) | (327,542) |
Gain on extinguishment of debt | 159,126 | |||
Interest income | 225 | 308 | 3,657 | |
Interest expense | (216,589) | (1,456) | (59,445) | (1,265,359) |
Foreign currency exchange loss | (135) | (1,026) | (3,463) | (3,534) |
Total other income (expense) | (244,459) | (73,374) | (263,158) | (1,433,652) |
Net loss before income taxes | (10,889,639) | (6,650,176) | ||
Income taxes | 0 | 2,872 | 4,764 | |
Net loss | $ (2,550,879) | $ (2,774,312) | $ (10,892,511) | $ (6,654,940) |
Net loss per common share: | ||||
Basic | $ (4.10) | $ (4.60) | $ (17.97) | $ (12.52) |
Diluted | $ (4.10) | $ (4.60) | $ (17.97) | $ (12.52) |
Weighted average number of common shares outstanding: | ||||
Basic | 622,504 | 602,535 | 606,131 | 531,621 |
Diluted | 622,504 | 602,535 | 606,131 | 531,621 |
Product [Member] | ||||
Revenue: | ||||
Total revenue | $ 50,644 | $ 56,750 | $ 207,342 | $ 544,942 |
Clinic Revenue [Member] | ||||
Revenue: | ||||
Total revenue | $ 297,381 | $ 105,848 | 614,854 | 43,745 |
License [Member] | ||||
Revenue: | ||||
Total revenue | $ 3,571,429 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balances at Dec. 31, 2020 | $ 48 | $ 37,979,140 | $ (32,236,082) | $ 5,743,106 |
Balance, shares at Dec. 31, 2020 | 481,963 | |||
Common stock issued to directors and employees | 360,153 | 360,153 | ||
Common stock issued to directors and employees, shares | 2,490 | |||
Common stock issued for services | $ 1 | 804,123 | 804,124 | |
Common stock issued for services, shares | 11,888 | |||
Conversion of notes payable and accrued interest | $ 2 | 1,493,786 | 1,493,788 | |
Conversion of notes payable and accrued interest, shares | 23,341 | |||
Proceeds from the sale of common stock, net of fees and expenses | $ 6 | 3,650,691 | ||
Proceeds from the sale of common stock, net of fees and expenses, shares | 62,037 | |||
Proceeds from warrant exercise | 123,562 | 123,562 | ||
Proceeds from warrant exercise, shares | 1,955 | |||
Options exercised for cash | $ 1 | 246,277 | 246,278 | |
Proceeds from the sale of common stock, net of fees and expenses, shares | 3,872 | |||
Cashless warrant exercise | $ 1 | (1) | ||
Cashless warrant exercise, shares | 4,585 | |||
Cashless unit purchase option exercise | $ 1 | 1 | ||
Cashless unit purchase option exercise, shares | 4,326 | |||
Stock options issued to directors and employees as compensation | 1,543,912 | 1,543,912 | ||
Net loss | (6,654,940) | (6,654,940) | ||
Balances at Dec. 31, 2021 | $ 60 | 46,201,642 | (38,891,022) | 7,310,680 |
Balance, shares at Dec. 31, 2021 | 596,457 | |||
Common stock issued to directors and employees | 243,362 | 243,362 | ||
Common stock issued to directors and employees, shares | 2,576 | |||
Common stock issued for services | 66,850 | 66,850 | ||
Common stock issued for services, shares | 1,075 | |||
Proceeds from the sale of common stock, net of fees and expenses | 315,000 | 315,000 | ||
Proceeds from the sale of common stock, net of fees and expenses, shares | 4,731 | |||
Stock options issued to directors and employees as compensation | 428,488 | 428,488 | ||
Net loss | (2,774,312) | (2,774,312) | ||
Balances at Mar. 31, 2022 | $ 60 | 47,255,342 | (41,665,334) | 5,590,068 |
Balance, shares at Mar. 31, 2022 | 604,839 | |||
Balances at Dec. 31, 2021 | $ 60 | 46,201,642 | (38,891,022) | 7,310,680 |
Balance, shares at Dec. 31, 2021 | 596,457 | |||
Common stock issued to directors and employees | $ 1 | 484,806 | 484,807 | |
Common stock issued to directors and employees, shares | 4,360 | |||
Common stock issued for services | 123,211 | 123,211 | ||
Common stock issued for services, shares | 3,063 | |||
Proceeds from the sale of common stock, net of fees and expenses | 289,800 | $ 289,800 | ||
Proceeds from the sale of common stock, net of fees and expenses, shares | 4,731 | |||
Proceeds from the sale of common stock, net of fees and expenses, shares | ||||
Stock options issued to directors and employees as compensation | 1,616,401 | $ 1,616,401 | ||
Net loss | (10,892,511) | (10,892,511) | ||
Warrants issued with notes payable | 90,000 | 9 | ||
Balances at Dec. 31, 2022 | $ 61 | 48,805,860 | (49,783,533) | (977,612) |
Balance, shares at Dec. 31, 2022 | 608,611 | |||
Common stock issued to directors and employees | 46,503 | 46,503 | ||
Common stock issued to directors and employees, shares | 3,490 | |||
Common stock issued for services | $ 1 | 149,899 | 149,900 | |
Common stock issued for services, shares | 13,000 | |||
Proceeds from the sale of common stock, net of fees and expenses | $ 7 | 2,708,635 | 2,708,642 | |
Proceeds from the sale of common stock, net of fees and expenses, shares | 69,000 | |||
Options exercised for cash | 2,376 | $ 2,376 | ||
Proceeds from the sale of common stock, net of fees and expenses, shares | 297 | 297 | ||
Stock options issued to directors and employees as compensation | 325,834 | $ 325,834 | ||
Net loss | (2,550,879) | (2,550,879) | ||
Warrants issued with notes payable | 327,389 | 327,389 | ||
Common stock issued with notes payable | $ 1 | 56,312 | 56,313 | |
Proceeds from the sale of common stock, net of fees and expenses, shares | 4,167 | |||
Balances at Mar. 31, 2023 | $ 70 | $ 52,422,808 | $ (52,334,412) | $ 88,466 |
Balance, shares at Mar. 31, 2023 | 698,565 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net loss | $ (2,550,879) | $ (2,774,312) | $ (10,892,511) | $ (6,654,940) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Non-cash stock compensation issued for services | 149,900 | 66,850 | 123,211 | 804,124 |
Non-cash stock compensation issued to directors and employees | 46,503 | 243,362 | 484,807 | 360,153 |
Fair value of stock options issued to employees | 325,834 | 428,488 | 1,616,401 | 1,543,912 |
Non-cash compensation for services | 45,000 | 120,000 | ||
Amortization of discount on notes payable | 178,380 | 52,644 | 1,188,310 | |
Amortization of leasehold right of use asset | 57,859 | 56,899 | 229,018 | 138,322 |
Gain on extinguishment of debt | (159,126) | |||
Loss on impairment of intangible assets | 0 | 132,227 | ||
Loss from equity method investment | 27,735 | 71,117 | 200,558 | 327,542 |
Depreciation and amortization | 19,087 | 15,547 | 77,301 | 27,760 |
Changes in assets and liabilities: | ||||
Accounts receivable | (22,571) | (8,250) | (26,679) | (28,771) |
Inventory | (7,317) | (6,858) | 24,171 | (22,401) |
Prepaid expenses and other current assets | (60,677) | 54,573 | 92,550 | (124,811) |
Accounts payable and accrued expenses | 498,169 | 18,789 | 904,060 | 114,495 |
Accrued compensation | 274,420 | (189,812) | 364,573 | 54,363 |
Deferred revenue | (73,130) | (107) | 113,976 | (3,565,529) |
Leasehold liability | (56,774) | (54,405) | (221,992) | (53,846) |
Accrued interest | 1,556 | 20,921 | ||
Income taxes payable | (392) | |||
Deferred tax liabilities | 810 | |||
Net cash used in operating activities | (1,148,461) | (2,078,119) | (6,603,319) | (6,029,914) |
Cash from investing activities: | ||||
Payments to acquire property, plant, and equipment | (5,654) | (10,785) | (415,710) | |
Payments to acquire intangible assets | (910) | (1,943) | (38,939) | |
Investment in joint ventures | (8,447) | (75,326) | (68,489) | (1,698,863) |
Net cash used in investing activities | (8,447) | (81,890) | (81,217) | (2,153,512) |
Cash from financing activities: | ||||
Proceeds from the sale of notes payable | 714,000 | 100,000 | ||
Proceeds from option exercise | 2,376 | |||
Proceeds from notes payable – related parties | 700,000 | |||
Proceeds from the sale of common stock, net of offering costs | 2,708,642 | 315,000 | 289,800 | 3,650,697 |
Proceeds from warrant exercise | 123,562 | |||
Proceeds from unit purchase option exercise | 246,278 | |||
Principal payments on note payable | (170,000) | (250,000) | ||
Net cash provided by financing activities | 3,255,018 | 315,000 | 1,089,800 | 3,770,537 |
Increase (decrease) in cash and cash equivalents | 2,098,110 | (1,845,009) | (5,594,736) | (4,412,889) |
Cash and cash equivalents at beginning of period | 90,135 | 5,684,871 | 5,684,871 | 10,097,760 |
Cash and cash equivalents at end of period | 2,188,245 | 3,839,862 | 90,135 | 5,684,871 |
Supplemental disclosure of cash flow information: | ||||
Interest | 52,603 | |||
Taxes | 800 | 3,307 | ||
Noncash activities: | ||||
Fair value of warrants issued with debt | $ 327,389 | 90,000 | ||
Common stock issued upon note payable and accrued interest conversion | 1,493,788 | |||
Cashless exercise of warrants | 1 | |||
Cashless exercise of unit purchase options | 1 | |||
Initial ROU asset and lease liability | 2,096,055 | |||
Fixed assets transferred to investment in joint venture | $ 20,529 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 1 – Summary of Significant Accounting Policies Description of Business INVO Bioscience, Inc. (“INVO” or the “Company”) is a commercial-stage fertility company dedicated to expanding the assisted reproductive technology (“ART”) marketplace by making fertility care accessible and inclusive to people around the world. The Company’s primary mission is to implement new medical technologies aimed at increasing the availability of affordable, high-quality, patient-centered fertility care. The Company’s flagship product is INVOcell, a revolutionary medical device that, in a procedure referred to as “IVC” (intravaginal culture), allows fertilization and early embryo development to take place in vivo in vitro Basis of Presentation The accompanying consolidated financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiaries and controlled affiliates. The Company presents noncontrolling interest within the equity section of its consolidated balance sheets and the amount of consolidated net income (loss) that is attributable to the Company and to the noncontrolling interest in its consolidated statement of operations. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company uses the equity method of accounting when it owns an interest in an entity whereby it can exert significant influence over but cannot control the entity’s operations. The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company considers events or transactions that have occurred after the consolidated balance sheet date of March 31, 2023, but prior to the filing of the consolidated financial statements with the SEC in this Quarterly Report on Form 10-Q, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure, as applicable. Subsequent events have been evaluated through the date of the filing of this Quarterly Report on Form 10-Q. Business Segments The Company operates in one segment and therefore segment information is not presented. Variable Interest Entities The Company’s consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and variable interest entities (“VIE”), where the Company is the primary beneficiary under the provisions of ASC 810, Consolidation (“ASC 810”). A VIE must be consolidated by its primary beneficiary when, along with its affiliates and agents, the primary beneficiary has both: (i) the power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or the right to receive the benefits of the VIE that could potentially be significant to the VIE. The Company reconsiders whether an entity is still a VIE only upon certain triggering events and continually assesses its consolidated VIEs to determine if it continues to be the primary beneficiary. See “Note 3 – Variable Interest Entities” for additional information on the Company’s VIEs. Equity Method Investments Investments in unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate, are accounted for using the equity method. Equity method investments are initially recorded at cost. These investments are included in investment in joint ventures in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in loss from equity method joint venture in the accompanying consolidated statements of operations. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the investees and records reductions in carrying values when necessary. Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Cash and Cash Equivalents For financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At times, cash and cash equivalents balances exceed amounts insured by the Federal Deposit Insurance Corporation. Inventory Inventories consist of raw materials, work in process and finished goods and are stated at the lower of cost or net realizable value, using the first-in, first-out method as a cost flow method. Property and Equipment The Company records property and equipment at cost. Property and equipment is depreciated using the straight-line method over the estimated economic lives of the assets, which are from 3 to 10 years. The Company capitalizes the expenditures for major renewals and improvements that extend the useful lives of property and equipment. Expenditures for maintenance and repairs are charged to expense as incurred. The Company reviews the carrying value of long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of long-lived assets is measured by a comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value. Long- Lived Assets Long-lived assets and certain identifiable assets related to those assets are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. If the non-discounted future cash flows of the asset are less than their carrying amount, their carrying amounts are reduced to fair value and an impairment loss recognized. There was no impairment recorded during the three months ended March 31, 2023, and 2022. Fair Value of Financial Instruments ASC 825-10-50, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. Effective January 1, 2008, the Company adopted ASC 820-10, “Fair Value Measurements”, which provides a framework for measuring fair value under GAAP. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. Income Taxes The Company is subject to income taxes in the United States and its domestic tax liabilities are subject to the allocation of expenses in multiple state jurisdictions. The Company uses the asset and liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The recoverability of deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including taxable income in prior carryback years, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. To the extent the Company does not consider it more-likely-than-not that a deferred tax asset will be recovered, a valuation allowance is established. Concentration of Credit Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (“FDIC”) limits. As of March 31, 2023, the Company had cash balances in excess of FDIC limits. Revenue Recognition The Company recognizes revenue on arrangements in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services ASC 606 requires companies to assess their contracts to determine the timing and amount of revenue to recognize under the new revenue standard. The model has a five-step approach: 1. Identify the contract with the customer. 2. Identify the performance obligations in the contract. 3. Determine the total transaction price. 4. Allocate the total transaction price to each performance obligation in the contract. 5. Recognize as revenue when (or as) each performance obligation is satisfied. Revenue generated from the sale of INVOcell is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. Revenue generated from clinical and lab services related at the Company’s affiliated INVO Centers is typically recognized at the time the service is performed. Stock Based Compensation The Company accounts for stock-based compensation under the provisions of Accounting Standards Codification (“ASC”) subtopic 718-10, Compensation (“ASC 718-10”). This statement requires the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period in which the employee is required to provide service or based on performance goals in exchange for the award, which is usually the vesting period. Loss Per Share Basic loss per share calculations are computed by dividing net loss by the weighted-average number of common shares outstanding. Diluted earnings per share are computed similar to basic earnings per share except that the denominator is increased to include potentially dilutive securities. The Company’s diluted loss per share is the same as the basic loss per share for the three months ended March 31, 2023, and 2022, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. Schedule of Earnings Per Share Basic and Diluted 2023 2022 Three Months Ended March 31, 2023 2022 Net loss (numerator) $ (2,550,879 ) (2,774,312 ) Basic and diluted weighted-average number of common shares outstanding (denominator) 622,504 602,535 Basic and diluted net loss per common share (4.10 ) (4.60 ) The Company has excluded the following dilutive securities from the calculation of fully diluted shares outstanding because the result would have been anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2023 2022 As of March 31, 2023 2022 Options 70,627 73,730 Convertible notes and interest 70,481 - Unit purchase options and warrants 453,383 13,008 Total 594,491 86,738 Antidilutive Securities 594,491 86,738 Recently Adopted Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations. | Note 1 – Summary of Significant Accounting Policies Description of Business INVO Bioscience, Inc. (“INVO” or the “Company”) is a commercial-stage fertility company dedicated to expanding the assisted reproductive technology (“ART”) marketplace by making fertility care accessible and inclusive to people around the world. The Company’s primary mission is to implement new medical technologies aimed at increasing the availability of affordable, high-quality, patient-centered fertility care. The Company’s flagship product is INVOcell, a revolutionary medical device that allows fertilization and early embryo development to take place in vivo within the woman’s body. The Company’s commercialization strategy involves the opening of dedicated “INVO Centers” focused on offering the INVOcell and IVC procedure (with three centers in North America now operational) and the acquisition of existing IVF clinics, as well as selling its technology solution into existing fertility clinics. Basis of Presentation The accompanying consolidated financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiaries and controlled affiliates. The Company presents noncontrolling interest within the equity section of its consolidated balance sheets and the amount of consolidated net income (loss) that is attributable to the Company and to the noncontrolling interest in its consolidated statement of operations. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company uses the equity method of accounting when it owns an interest in an entity whereby it can exert significant influence over but cannot control the entity’s operations. The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company considers events or transactions that have occurred after the consolidated balance sheet date of December 31, 2022, but prior to the filing of the consolidated financial statements with the SEC in this Annual Report on Form 10-K, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure, as applicable. Subsequent events have been evaluated through the date of the filing of this Annual Report on Form 10-K. Business Segments The Company operates in one segment and therefore segment information is not presented. Variable Interest Entities The Company’s consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and variable interest entities (“VIE”), where the Company is the primary beneficiary under the provisions of ASC 810, Consolidation (“ASC 810”). A VIE must be consolidated by its primary beneficiary when, along with its affiliates and agents, the primary beneficiary has both: (i) the power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or the right to receive the benefits of the VIE that could potentially be significant to the VIE. The Company reconsiders whether an entity is still a VIE only upon certain triggering events and continually assesses its consolidated VIEs to determine if it continues to be the primary beneficiary. See “Note 3 – Variable Interest Entities” for additional information on the Company’s VIEs. Equity Method Investments Investments in unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate are accounted for using the equity method. Equity method investments are initially recorded at cost. These investments are included in investment in joint ventures in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in loss from equity method joint venture in the accompanying consolidated statements of operations. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the investees and records reductions in carrying values when necessary. Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Cash and Cash Equivalents For financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. Inventory Inventories consist of raw materials, work in process and finished goods and are stated at the lower of cost or net realizable value, using the first-in, first-out method as a cost flow method. Property and Equipment The Company records property and equipment at cost. Property and equipment is depreciated using the straight-line method over the estimated economic lives of the assets, which are from 3 to 10 years. The Company capitalizes the expenditures for major renewals and improvements that extend the useful lives of property and equipment. Expenditures for maintenance and repairs are charged to expense as incurred. The Company reviews the carrying value of long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by a comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value. Long- Lived Assets Long-lived assets and certain identifiable assets related to those assets are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. If the non-discounted future cash flows of the asset are less than their carrying amount, their carrying amounts are reduced to the fair value and an impairment loss recognized. There was an impairment of $ 132,227 recorded during the year ended December 31, 2022, and no impairment in the year ended December 31, 2021. Fair Value of Financial Instruments ASC 825-10-50, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. Effective January 1, 2008, the Company adopted ASC 820-10, “Fair Value Measurements”, which provides a framework for measuring fair value under GAAP. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. Income Taxes The Company is subject to income taxes in the United States and its domestic tax liabilities are subject to the allocation of expenses in multiple state jurisdictions. The Company uses the asset and liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The recoverability of deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including taxable income in prior carryback years, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. To the extent the Company does not consider it more-likely-than-not that a deferred tax asset will be recovered, a valuation allowance is established. Concentration of Credit Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (“FDIC”) limits. As of December 31, 2022, the Company did not have cash balances in excess of FDIC limits. Revenue Recognition The Company recognizes revenue on arrangements in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services ASC 606 requires companies to assess their contracts to determine the timing and amount of revenue to recognize under the new revenue standard. The model has a five-step approach: 1. Identify the contract with the customer. 2. Identify the performance obligations in the contract. 3. Determine the total transaction price. 4. Allocate the total transaction price to each performance obligation in the contract. 5. Recognize as revenue when (or as) each performance obligation is satisfied. Revenue generated from the sale of INVOcell is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. Revenue generated from clinical and lab services related at the Company’s affiliated INVO Centers is typically recognized at the time the service is performed. On November 12, 2018, the Company entered into a U.S. Distribution Agreement (the “Ferring Agreement”) with Ferring International Center S.A. (“Ferring”), pursuant to which it granted Ferring an exclusive license in the United States market only, with rights to sublicense under patents related to our proprietary intravaginal culture device (INVOcell), together with the retention device and any other applicable accessories (collectively, the “Licensed Product”) to market, promote, distribute and sell the Licensed Product with respect to all therapeutic, prophylactic and diagnostic uses of medical devices or pharmaceutical products involving reproductive technology (including fertility treatment) in humans. On November 2, 2021, Ferring notified the Company of its intention to terminate the Ferring Agreement, which requires 90-days prior written notice. Accordingly, the Ferring Agreement officially terminated on January 31, 2022. The Ferring license was deemed to be a functional license that provides a customer with a “right to access” to the Company’s intellectual property during the subscription period and accordingly, under ASC 606-10-55-60 revenue is recognized over a period of time, which is generally the subscription period. The initial upfront payment of $ 5,000,000 which was received upon the signing of the agreement was being recognized as income over the 7 -year term. As of December 31, 2022, the Company had no deferred revenue related to the Ferring Agreement as it was recognized in the fourth quarter of fiscal year 2021 in relation to the contract termination. Per ASC 606-10-55-48 the likelihood of Ferring exercising its rights became remote at the time notice of termination was received so INVO recognized the full remaining amount of the deferred revenue. Stock Based Compensation The Company accounts for stock-based compensation under the provisions of Accounting Standards Codification (“ASC”) subtopic 718-10, Compensation (“ASC 718-10”). This statement requires the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period in which the employee is required to provide service or based on performance goals in exchange for the award, which is usually the vesting period. Loss Per Share Basic loss per share calculations are computed by dividing net loss attributable to the Company’s common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per share are computed similar to basic earnings per share except that the denominator is increased to include potentially dilutive securities. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2022, and 2021, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. Schedule of Earnings Per Share Basic and Diluted Year Ended December 31, 2022 2021 Net loss (numerator) $ (10,892,511 ) $ (6,654,940 ) Basic and diluted weighted-average number of common shares outstanding (denominator) 606,131 531,621 Basic and diluted net loss per common share (17.97 ) (12.52 ) The Company has excluded the following dilutive securities from the calculation of fully diluted shares outstanding because the result would have been anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2022 2021 As of December 31, 2022 2021 Options 64,850 52,795 Unit purchase options and warrants 30,508 13,008 Total 95,358 65,803 Antidilutive securities 95,358 65,803 Recently Adopted Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations. |
Liquidity
Liquidity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Liquidity | Note 2 – Liquidity Historically, the Company has funded its cash and liquidity needs primarily through revenue collection, equity financings, and convertible notes. For the three months ended March 31, 2023, and 2022, the Company incurred a net loss of approximately $ 2.6 million and $ 2.8 million, respectively, and has an accumulated deficit of approximately $ 52.3 million as of March 31, 2023. Approximately $ 0.9 million of the net loss was related to non-cash expenses for the three months ended March 31, 2023, compared to $ 0.9 million for the three months ended March 31, 2022. The Company has been dependent on raising capital from debt and equity financings to meet its needs for cash flow used in operating and investing activities. During the first three months of 2023, the Company received net proceeds of approximately $ 2.7 million for the sale of its common stock par value $ 0.0001 per share (“Common Stock”) as well as approximately $ 0.7 million from the sale of convertible notes. During the first three months of 2022, the Company received proceeds of approximately $ 0.3 million for the sale of Common Stock. Over the next 12 months, the Company’s plan includes opening additional INVO Centers, completing the acquisition of Wisconsin Fertility Institute and pursuing additional IVF clinic acquisitions. Until the Company can generate positive cash from operations, it will need to raise additional funding to meet its liquidity needs and to execute its business strategy. As in the past, the Company will seek debt and/or equity financing, which may not be available on reasonable terms, if at all. Although the Company’s audited financial statements for the year ended December 31, 2022 were prepared under the assumption that it would continue operations as a going concern, the report of the Company’s independent registered public accounting firm that accompanies the Company’s financial statements for the year ended December 31, 2022 contains a going concern qualification in which such firm expressed substantial doubt about the Company’s ability to continue as a going concern, based on the financial statements at that time. Specifically, as noted above, the Company has incurred significant operating losses and the Company expects to continue to incur significant expenses and operating losses as it continues to ramp up the commercialization of INVOcell and develop new INVO Centers. These prior losses and expected future losses have had, and will continue to have, an adverse effect on the Company’s financial condition. If the Company cannot continue as a going concern, its stockholders would likely lose most or all of their investment in the Company. | Note 2 – Liquidity Historically, the Company has funded its cash and liquidity needs through operating cash flow, equity financings, and notes payable. For the years ended December 31, 2022 and 2021, the Company incurred a net loss of approximately $ 10.9 million and $ 6.7 million, respectively, and has an accumulated deficit of approximately $ 49.8 million as of December 31, 2022. Approximately $ 3.0 million of the net loss was related to non-cash expenses for the year ended December 31, 2022, compared to $ 4.2 million for the year ended December 31, 2021 The Company has been dependent on raising capital through debt and equity financings to meet its needs for cash used in operating and investing activities. During 2021, the Company received proceeds of approximately $ 3.7 million from the sale of stock, converted approximately $ 1.5 million of outstanding debt to equity and received approximately $ 0.4 million of proceeds from unit purchase option and warrant exercises. During 2022, the Company received proceeds of $ 0.8 million from demand notes and net proceeds of approximately $ 0.3 million for the sale of its common stock. Over the next 12 months, the Company’s plan includes opening additional INVO Centers, completing the acquisition of Wisconsin Fertility Institute and pursuing additional IVF clinic acquisitions. Until the Company can generate a sufficient amount of cash from operations, it will need to raise additional funding to meet its liquidity needs and to execute its business strategy. As in the past, the Company will seek debt and/or equity financing, which may not be available on reasonable terms, if at all. Although the Company’s audited consolidated financial statements for the year ended December 31, 2022 were prepared under the assumption that it would continue operations as a going concern, the report of the Company’s independent registered public accounting firm that accompanies the Company’s consolidated financial statements for the year ended December 31, 2022 contains a going concern qualification in which such firm expressed substantial doubt about the Company’s ability to continue as a going concern, based on the consolidated financial statements at that time. Specifically, as noted above, the Company has incurred significant operating losses and the Company expects to continue to incur significant expenses and operating losses as it continues to ramp up the commercialization of INVOcell and develop new INVO Centers. These prior losses and expected future losses have had, and will continue to have, an adverse effect on the Company’s financial condition. If the Company cannot continue as a going concern, its stockholders would likely lose most or all of their investment in the Company. |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Variable Interest Entities | Note 3 – Variable Interest Entities Consolidated VIEs Bloom INVO, LLC On June 28, 2021, INVO CTR entered into a limited liability company agreement (the “Bloom Agreement”) with Bloom Fertility, LLC (“Bloom”) to establish a joint venture entity, formed as “Bloom INVO LLC” (the “Georgia JV”), for the purposes of commercializing INVOcell, and the related IVC procedure, through the establishment of an INVO Center (the “Atlanta Clinic”) in the Atlanta, Georgia metropolitan area. In consideration for INVO’s commitment to contribute up to $ 800,000 within the 24-month period following the execution of the Bloom Agreement to support the start-up operations of the Georgia JV, the Georgia JV issued 800 of its units to INVO CTR and in consideration for Bloom’s commitment to contribute physician services having an anticipated value of up to $ 1,200,000 over the course of a 24-month vesting period, the Georgia JV issued 1,200 of its units to Bloom. The responsibilities of Bloom include providing all medical services required for the operation of the Atlanta Clinic. The responsibilities of INVO CTR include providing certain funding to the Georgia JV, lab services quality management, and providing access to and being the exclusive provider of the INVOcell to the Georgia JV. INVO CTR also performs all required, industry specific compliance and accreditation functions, and product documentation for product registration. The Bloom Agreement provides Bloom with a “profits interest” in the Georgia JV and, in connection with such profits interest, states that profits and losses be allocated to its members based on a hypothetical liquidation of the Georgia JV. In such a scenario, liquidation proceeds would be distributed in the following order: (a) to INVO CTR until the difference between its capital contributions and distributions equals $0; (b) to Bloom until its distributions equal 150% of the liquidation amounts distributed to INVO CTR (a “catch-up” to rebalance the distributions between members); and (c) thereafter on a pro rata basis. The Georgia JV had no assets or liabilities at the time the units were issued, and, as of March 31, 2023, INVO CTR had made capital contributions greater than the net loss of the Georgia JV. As such, the entire net loss was allocated to INVO CTR, and no loss was allocated to the noncontrolling interest of Bloom. The Georgia JV opened to patients on September 7, 2021. The Company determined the Georgia JV is a VIE, and that the Company is its primary beneficiary because the Company has an obligation to absorb losses that are potentially significant and the Company controls the majority of the activities that impact the Georgia JV’s economic performance, specifically control of the INVOcell and lab services quality management. As a result, the Company consolidated the Georgia JV’s results with its own. As of March 31, 2023, the Company invested $ 0.9 million in the Georgia JV in the form of capital contributions as well as $ 0.5 million in the form of a note. For the three months ended March 31, 2023 and 2022, the Georgia JV recorded net losses of $ 32 thousand and $ 0.2 million respectively. Noncontrolling interest in the Georgia JV was $ 0 . Unconsolidated VIEs HRCFG INVO, LLC On March 10, 2021, INVO CTR entered into a limited liability company agreement with HRCFG, LLC (“HRCFG”) to form a joint venture for the purpose of establishing an INVO Center in Birmingham, Alabama. The name of the joint venture entity is HRCFG INVO, LLC (the “Alabama JV”). The Company also provides certain funding to the Alabama JV. Each party owns 50% of the Alabama JV. The Alabama JV opened to patients on August 9, 2021. The Company determined the Alabama JV is a VIE, and that there is no primary beneficiary. As a result, the Company will use the equity method to account for its interest in the Alabama JV. As of March 31, 2023, the Company invested $ 1.6 million in the Alabama JV in the form of a note. For the three months ended March 31, 2023 and 2022, the Alabama JV recorded net losses of $ 37 thousand and $ 110 thousand, respectively, of which the Company recognized losses from equity method investments of $ 18 thousand and $ 55 thousand, respectively. Positib Fertility, S.A. de C.V. On September 24, 2020, INVO CTR entered into a Pre-Incorporation and Shareholders Agreement with Francisco Arredondo, MD PLLC (“Arredondo”) and Security Health LLC, a Texas limited liability company (“Ramirez”, and together with INVO CTR and Arredondo, the “Shareholders”) under which the Shareholders will commercialize the IVC procedure and offer related medical treatments in Mexico. Each party owns one-third of the Mexican incorporated company, Positib Fertility, S.A. de C.V. (the “Mexico JV”). The Mexico JV opened to patients on November 1, 2021. The Company determined the Mexico JV is a VIE, and that there is no primary beneficiary. As a result, the Company will use the equity method to account for its interest in the Mexico JV. As of March 31, 2023, the Company invested $ 0.1 million in the Mexico JV. For the three months ended March 31, 2023, the Mexico JV recorded net losses of $ 27 thousand and $ 49 thousand, respectively, of which the Company recognized a loss from equity method investments of $ 9 thousand and $ 16 thousand, respectively. The following table summarizes our investments in unconsolidated VIEs: Schedule of Investments in Unconsolidated Variable Interest Entities Carrying Value as of Location Percentage Ownership March 31, 2023 December 31, 2022 HRCFG INVO, LLC Alabama, United States 50 % $ 1,048,872 1,106,905 Positib Fertility, S.A. de C.V. Mexico 33 % 124,705 130,960 Total investment in unconsolidated VIEs $ 1,173,577 1,237,865 Earnings from investments in unconsolidated VIEs were as follows: Schedule of Earnings from Investments in Unconsolidated Variable Interest Entities 2023 2022 Three Months Ended March 31, 2023 2022 HRCFG INVO, LLC $ (18,670 ) $ (54,920 ) Positib Fertility, S.A. de C.V. (9,065 ) (16,197 ) Total earnings from unconsolidated VIEs (27,735 ) (71,117 ) The following tables summarize the combined unaudited financial information of our unconsolidated VIEs: Schedule of Financial Information of Investments in Unconsolidated Variable Interest Entities 2023 2022 Three Months Ended March 31, 2023 2022 Statements of operations: Operating revenue $ 349,326 $ 169,835 Operating expenses (413,866 ) (328,756 ) Net loss (64,540 ) (158,921 ) March 31, 2023 December 31, 2022 Balance sheets: Current assets $ 395,561 261,477 Long-term assets 1,082,606 1,094,490 Current liabilities (466,667 ) (396,619 ) Long-term liabilities (114,824 ) (107,374 ) Net assets $ 896,676 851,974 | Note 3 – Variable Interest Entities Consolidated VIEs Bloom INVO, LLC On June 28, 2021, INVO Centers LLC, a Delaware limited liability company (“INVO CTR”) entered into a limited liability company operating agreement (the “Bloom Agreement”) with Bloom Fertility, LLC (“Bloom”) to establish a joint venture entity, formed as “Bloom INVO LLC” (the “Georgia JV”), for the purposes of commercializing INVOcell, and the related IVC procedure, through the establishment of an INVO Center, (the “Atlanta Clinic”) in the Atlanta, Georgia metropolitan area. In consideration for INVO’s commitment to contribute up to $ 800,000 within the 24-month period following execution of the Bloom Agreement to support the start-up operations of the Georgia JV, the Georgia JV issued 800 of its units to INVO CTR and in consideration for Bloom’s commitment to contribute physician services having an anticipated value of up to $ 1,200,000 over the course of a 24-month vesting period, the Georgia JV issued 1,200 of its units to Bloom. The responsibilities of Bloom include providing all medical services required for the operation of the Atlanta Clinic. The responsibilities of INVO CTR include providing certain funding to the Georgia JV, lab services quality management, and providing access to and being the exclusive provider of the INVOcell to the Georgia JV. INVO CTR will also perform all required, industry specific compliance and accreditation functions, and product documentation for product registration. The Bloom Agreement provides Bloom with a “profits interest” in the Georgia JV and, in connection with such profits interest, states that profits and losses be allocated to its members based on a hypothetical liquidation of the Georgia JV. In such a scenario, liquidation proceeds would be distributed in the following order: (a) to INVO CTR until the difference between its capital contributions and distributions (the “Hurdle Amount”) equals $0; (b) to Bloom until its distributions equal 150 % of the liquidation amounts distributed to INVO CTR (a “catch-up” to rebalance the distributions between members); and (c) thereafter on a pro rata basis. The Georgia JV had no assets or liabilities at the time the units were issued, and, as of December 31, 2022, INVO CTR had made capital contributions greater than the net loss of the Georgia JV. As such, the entire net loss was allocated to INVO CTR, and no loss was allocated to the noncontrolling interest of Bloom. The Georgia JV opened to patients on September 7, 2021. The Company determined the Georgia JV is a VIE, and that the Company is its primary beneficiary because the Company has an obligation to absorb losses that are potentially significant and the Company controls the majority of the activities that impact the Georgia JV’s economic performance, specifically control of the INVOcell and lab services quality management. As a result, the Company consolidated the Georgia JV’s results with its own. As of December 31, 2022, the Company invested $ 0.9 million in the Georgia JV in the form of capital contributions as well as $ 0.5 million in the form of a note. For the years ended December 31, 2022 and 2021, the Georgia JV recorded net losses of $ 0.6 million and $ 0.4 million, respectively. Noncontrolling interest in the Georgia JV was $ 0 . Unconsolidated VIEs HRCFG INVO, LLC On March 10, 2021, INVO CTR entered into a limited liability company agreement with HRCFG, LLC (“HRCFG”) to form a joint venture for the purpose of establishing an INVO Center in Birmingham, Alabama. The name of the joint venture entity is HRCFG INVO, LLC (the “Alabama JV”). The Company also provides certain funding to the Alabama JV. Each party owns 50 % of the Alabama JV. The Alabama JV opened to patients on August 9, 2021. The Company determined the Alabama JV is a VIE, and that there is no primary beneficiary. As a result, the Company will use the equity method to account for its interest in the Alabama JV. As of December 31, 2022, the Company invested $ 1.6 million in the Alabama JV in the form of a note. For the years ended December 31, 2022 and 2021, the Alabama JV recorded net losses of $ 0.3 million and $ 0.6 million, respectively, of which the Company recognized losses from equity method investments of $ 0.2 million and $ 0.3 million, respectively. Positib Fertility, S.A. de C.V. On September 24, 2020, INVO CTR entered into a Pre-Incorporation and Shareholders Agreement with Francisco Arredondo, MD PLLC (“Arredondo”) and Security Health LLC, a Texas limited liability company (“Ramirez”, and together with INVO CTR and Arredondo, the “Shareholders”) under which the Shareholders will commercialize the IVC procedure and offer related medical treatments in Mexico. Each party owns one-third of the Mexican incorporated company, Positib Fertility, S.A. de C.V. (the “Mexico JV”). The Mexico JV opened to patients on November 1, 2021. The Company determined the Mexico JV is a VIE, and that there is no primary beneficiary. As a result, the Company will use the equity method to account for its interest in the Mexico JV. As of December 31, 2022, the Company invested $ 0.1 million in the Mexico JV. For the years ended December 31, 2022 and 2021, the Mexico JV recorded net losses of $ 0.1 million and $ 0.04 million, respectively, of which the Company recognized a loss from equity method investments of $ 0.05 million and $ 0.01 million, respectively. The following table summarizes our investments in unconsolidated VIEs: Schedule of Investments in Unconsolidated Variable Interest Entities Carrying Value as of Location Percentage Ownership December 31, 2022 December 31, 2021 HRCFG INVO, LLC Alabama, United States 50 % $ 1,106,905 1,387,495 Positib Fertility, S.A. de C.V. Mexico 33 % 130,960 102,439 Total investment in unconsolidated VIEs $ 1,237,865 1,489,934 Earnings from investments in unconsolidated VIEs were as follows: Schedule of Earnings from Investments in Unconsolidated Variable Interest Entities 2022 2021 Year Ended December 31, 2022 2021 HRCFG INVO, LLC $ (154,954 ) (313,033 ) Positib Fertility, S.A. de C.V. (45,604 ) (14,509 ) Total earnings from unconsolidated VIEs $ (200,558 ) (327,542 ) The following tables summarize the combined unaudited financial information of our investments in unconsolidated VIEs: Schedule of Financial Information of Investments in Unconsolidated Variable Interest Entities 2022 2021 Year Ended December 31, 2022 2021 Statements of operations: Operating revenue $ 822,490 151,672 Operating expenses (1,316,199 ) (821,705 ) Net loss $ (493,709 ) (670,033 ) December 31, 2022 December 31, 2021 Balance sheets: Current assets $ 261,477 456,967 Long-term assets 1,094,490 1,302,067 Current liabilities (396,619 ) (404,155 ) Long-term liabilities (107,374 ) (142,321 ) Net assets $ 851,974 1,212,558 |
Agreements and Transactions wit
Agreements and Transactions with VIE’s | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Agreements And Transactions With Vies | ||
Agreements and Transactions with VIE’s | Note 4 – Agreements and Transactions with VIE’s The Company sells the INVOcell to its consolidated and unconsolidated VIEs and anticipates continuing to do so in the ordinary course of business. All intercompany transactions with consolidated entities are eliminated in the Company’s consolidated financial statements. Per ASC 323-10-35-8 the Company eliminates any sales to an unconsolidated VIE for INVOcell inventory that the VIE still has remaining on the books at period end. The following table summarizes the Company’s transactions with VIEs: Summary of Transaction with Variable Interest Entities 2023 2022 Three Months Ended March 31, 2023 2022 Bloom Invo, LLC INVOcell revenue $ 4,500 $ - Unconsolidated VIEs INVOcell revenue $ 3,000 $ 7,500 The Company had balances with VIEs as follows: Summary of Balances with Variable Interest Entities March 31, 2023 December 31, 2022 Bloom Invo, LLC Accounts receivable $ 18,000 13,500 Notes payable 471,637 468,031 Unconsolidated VIEs Accounts receivable $ 49,310 46,310 | Note 4 – Agreements and Transactions with VIE’s The Company sells the INVOcell to its consolidated and unconsolidated VIEs and anticipates continuing to do so in the ordinary course of business. All intercompany transactions with consolidated entities are eliminated in the Company’s consolidated financial statements. Per ASC 323-10-35-8 the Company eliminates any sales to an unconsolidated VIE for INVOcell inventory that the VIE still has remaining on the books at period end. The following table summarizes the Company’s transactions with VIEs: Summary of Transaction with Variable Interest Entities 2022 2021 Year Ended December 31, 2022 2021 Bloom Invo, LLC INVOcell revenue $ 13,500 21,600 Unconsolidated VIEs INVOcell revenue $ 30,000 16,310 The Company had balances with VIEs as follows: Summary of Balances with Variable Interest Entities December 31, 2022 December 31, 2021 Bloom Invo, LLC Accounts receivable $ 13,500 21,600 Notes payable 468,031 453,406 Unconsolidated VIEs Accounts receivable $ 46,310 16,310 |
Inventory
Inventory | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Inventory | Note 5 – Inventory Components of inventory are: Schedule of Inventory March 31, 2023 December 31, 2022 Raw materials $ 61,251 $ 68,723 Finished goods 209,668 194,879 Total inventory $ 270,919 $ 263,602 | Note 5 – Inventory Components of inventory are: Schedule of Inventory December 31, 2022 December 31, 2021 Raw materials $ 68,723 $ 67,605 Finished goods 194,879 220,168 Total inventory $ 263,602 $ 287,773 |
Property and Equipment
Property and Equipment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | Note 6 – Property and Equipment The estimated useful lives and accumulated depreciation for equipment are as follows as of March 31, 2023, and December 31, 2022: Schedule of Estimated Useful Lives of Property and Equipment Estimated Useful Life Manufacturing equipment 6 to 10 years Medical equipment 7 to 10 years Office equipment 3 to 7 years Schedule of Property and Equipment March 31, 2023 December 31, 2022 Manufacturing equipment $ 132,513 $ 132,513 Medical equipment 283,065 283,065 Office equipment 77,601 77,601 Leasehold improvements 96,817 96,817 Less: accumulated depreciation (172,354 ) (153,267 ) Total equipment, net $ 417,642 $ 436,729 During the three months ended March 31, 2023, and 2022, the Company recorded depreciation expense of $ 19,087 and $ 15,095 , respectively. | Note 6 – Property and Equipment The estimated useful lives and accumulated depreciation for equipment are as follows as of December 31, 2022, and December 31, 2021: Schedule of Estimated Useful Lives of Property and Equipment Estimated Useful Life Manufacturing equipment 6 to 10 years Medical equipment 10 years Office equipment 3 to 7 years Schedule of Property and Equipment December 31, 2022 December 31, 2021 Manufacturing equipment $ 132,513 $ 132,513 Medical equipment 283,065 275,423 Office equipment 77,601 74,891 Leasehold improvements 96,817 96,817 Less: accumulated depreciation (153,267 ) (78,208 ) Total equipment, net $ 436,729 $ 501,436 During each of the years ended December 31, 2022, and 2021, the Company recorded depreciation expense of $ 75,492 and $ 25,952 , respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets | Note 7 – Intangible Assets The Company capitalizes the initial expense related to establishing patents by country and then amortizes the expense over the life of the patent, typically 20 years. It then expenses annual filing fees to maintain the patents. The Company regularly reviews the value of its patents in the marketplace in proportion to the expense it must spend to maintain the patent. The Company fully impaired its patents as of December 31, 2022. During the three months ended March 31, 2023, and 2022, the Company recorded amortization expenses related to patents of $ nil and $ 452 , respectively. The trademarks have an indefinite life and therefore are not amortized. Trademarks are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. The Company fully impaired its trademarks as of December 31, 2022. | Note 7 – Intangible Assets Components of intangible assets are as follows: Schedule of Finite-Lived Intangible Assets December 31, 2022 December 31, 2021 Trademarks $ - $ 110,842 Patents - 95,355 Accumulated amortization - (74,104 ) Total patent costs, net $ - $ 132,093 The Company capitalizes the initial expense related to establishing patents by country and then amortizes the expense over the life of the patent, typically 20 years. It then expenses annual filing fees to maintain the patents. The Company regularly reviews the value of its patents in the marketplace in proportion to the expense it must spend to maintain the patent. During the years ended December 31, 2022, and 2021, the Company recorded amortization expenses related to patents of $ 1,809 and $ 1,809 , respectively. The trademarks have an indefinite life and therefore are not amortized. Trademarks are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. As of December 31, 2022 the Company recorded an impairment loss of $132,227 related to trademarks and patents. |
Leases
Leases | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Leases | Note 8 – Leases The Company has various operating lease agreements in place for its office and joint ventures. Per FASB’s ASU 2016-02, Leases Topic 842 (“ASU 2016-02”), effective January 1, 2019, the Company is required to report a right-of-use asset and corresponding liability to report the present value of the total lease payments, with appropriate interest calculation. Per the terms of ASU 2016-02, the Company can use its implicit interest rate, if known, or applicable federal rate otherwise. Since the Company’s implicit interest rate was not readily determinable, the Company utilized the applicable federal rate, as of the commencement of the lease. Lease renewal options included in any lease are considered in the lease term if it is reasonably certain the Company will exercise the option to renew. The Company’s operating lease agreements do not contain any material restrictive covenants. As of March 31, 2023, the Company’s lease components included in the consolidated balance sheet were as follows: Schedule of Lease Components Lease component Balance sheet classification March 31, 2023 Assets ROU assets – operating lease Other assets $ 1,750,175 Total ROU assets $ 1,750,175 Liabilities Current operating lease liability Current liabilities $ 234,050 Long-term operating lease liability Other liabilities 1,610,734 Total lease liabilities $ 1,844,784 Future minimum lease payments as of March 31, 2023 were as follows: Schedule of Future Minimum Lease Payments 2023 198,835 2024 251,671 2025 247,960 2026 253,235 2027 and beyond 1,063,010 Total future minimum lease payments $ 2,014,711 Less: Interest (169,927 ) Total operating lease liabilities $ 1,844,784 | Note 8 – Leases The Company has various operating lease agreements in place for its office and joint ventures. Per FASB’s ASU 2016-02, Leases Topic 842 (“ASU 2016-02”), effective January 1, 2019, the Company is required to report a right-of-use asset and corresponding liability to report the present value of the total lease payments, with appropriate interest calculation. Per the terms of ASU 201-02, the Company can use its implicit interest rate, if known, or applicable federal rate otherwise. Since the Company’s implicit interest rate was not readily determinable, the Company utilized the applicable federal rate, as of the commencement of the lease. Lease renewal options included in any lease are considered in the lease term if it is reasonably certain the Company will exercise the option to renew. The Company’s operating lease agreements do not contain any material restrictive covenants. As of December 31, 2022, the Company’s lease components included in the consolidated balance sheet were as follows: Schedule of Lease Components Lease component Balance sheet classification December 31, Assets ROU assets - operating lease Other assets $ 1,808,034 Total ROU assets $ 1,808,034 Liabilities Current operating lease liability Current liabilities $ 231,604 Long-term operating lease liability Other liabilities 1,669,954 Total lease liabilities $ 1,901,558 Future minimum lease payments as of December 31, 2022 were as follows: Schedule of Future Minimum Lease Payments 2023 264,108 2024 251,671 2025 247,960 2026 253,235 2027 and beyond 1,063,010 Total future minimum lease payments $ 2,079,984 Less: Interest (178,426 ) Total operating lease liabilities $ 1,901,558 |
Notes Payable
Notes Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Notes Payable | Note 9 – Notes Payable Notes payables consisted of the following: Schedule of Notes Payable March 31, 2023 December 31, 2022 Related party demand notes with a 10 10 $ 770,000 $ 770,000 Convertible notes. 10 10.00 410,000 100,000 Convertible debentures. 8 10.40 330,000 - Less debt discount (408,679 ) (107,356 ) Total, net of discount $ 1,101,321 $ 762,644 Related Party Demand Notes In the fourth quarter of 2022, the Company received $ 500,000 through the issuance of five demand notes (the “JAG Notes”) from a related party, JAG Multi Investments LLC (“JAG”). The Company’s CFO is a beneficiary of JAG but does not have any control over JAG’s investment decisions with respect to the Company. The JAG Notes accrue 10% annual interest from the date of issuance. The JAG Notes currently are callable with 10 days prior written notice. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest. In consideration for subscribing to the JAG Note for $ 100,000 dated December 29, 2022, and for agreeing to extend the date on which the other JAG Notes are callable to March 31, 2023, the Company issued JAG a warrant to purchase 17,500 shares of Common Stock. The warrant may be exercised for a period of five ( 5 ) years from issuance at a price of $ 10.00 per share. The financing fees for said JAG Note and the fair value of the warrant issued were capped at the total proceeds. The relative fair value of the warrant was recorded as a debt discount and as of March 31, 2023 the Company had fully amortized the discount. In the fourth quarter of 2022, the Company received $ 200,000 through the issuance of demand promissory notes of which (1) $ 100,000 was received from our chief executive officer, Steven Shum ($ 60,000 on November 29, 2022, $ 15,000 on December 2, 2022, and $ 25,000 on December 13, 2022) and (2) $ 100,000 was received from an entity controlled by our chief financial officer, Andrea Goren ($ 75,000 on November 29, 2022 and $ 25,000 on December 13, 2022). These notes accrue 10% annual interest accrues from the date of issuance. These notes are callable with 10 days prior written notice. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest . The financing fees for all demand notes were recorded as a debt discount and as of March 31, 2023 the Company had fully amortized the discount. For the three months ended March 31, 2023, the Company incurred $ 25,064 in interest related to these demand notes. Jan and March 2023 Convertible Notes In January and March 2023, the Company issued $ 410,000 of convertible notes, for $ 310,000 in cash and the conversion of $ 100,000 of demand notes from the fourth quarter of 2022. These convertible notes were issued with fixed conversion prices of $ 10.00 (for the $ 275,000 issued in January 2023) and $ 12.00 (for the $ 135,000 issued in March 2023) and (ii) 5 -year warrants to purchase 19,375 shares of the Common Stock at an exercise price of $ 20.00 . The cumulative fair value of the warrants at issuance was $ 132,183 23,162 109,021 Interest on these notes accrues at a rate of ten percent ( 10 %) per annum and is payable at the holder’s option either in cash or in shares of the Common Stock at the conversion price set forth in the notes on December 31, 2023 , unless converted earlier. For the three months ended March 31, 2023 the Company incurred $ 5,537 in interest related to these convertible notes. All amounts due under these notes are convertible at any time after the issuance date, in whole or in part (subject to rounding for fractional shares), at the option of the holders into the Common Stock at a fixed conversion price for the notes as described above. February 2023 Convertible Debentures On February 3, and February 17, 2023, the Company entered into securities purchase agreements (the “February Purchase Agreements”) with accredited investors (the “February Investors”) for the purchase of (i) convertible debentures of the Company in the aggregate original principal amount of $ 500,000 (the “February Debentures”) for a purchase price of $ 450,000 , (ii) warrants (the “February Warrants”) to purchase 12,500 shares (the “February Warrant Shares”) of Common Stock at an exercise price of $ 15.00 4,167 shares of Common Stock issued as an inducement for issuing the February Debentures. The proceeds, net of placement agent and legal fees, were used for working capital and general corporate purposes. The cumulative fair value of the warrants at issuance was $ 291,207 47,862 299,658 Pursuant to the February Debentures, interest on the February Debentures accrues at a rate of eight percent ( 8 %) per annum and is payable at maturity, one year from the date of the February Debentures. For the three months ended March 31, 2023 the Company incurred $ 5,600 in interest on the February Debentures. All amounts due under the February Debentures are convertible at any time after the issuance date, in whole or in part, at the option of the February Investors into Common Stock at an initial price of $ 10.40 per share. This conversion price is subject to adjustment for stock splits, combinations or similar events and anti-dilution provisions, among other adjustments and is subject to a floor price. The Company may prepay the February Debentures at any time in whole or in part by paying a sum of money equal to 105 % of the principal amount to be redeemed, together with accrued and unpaid interest. While any portion of each February Debenture remains outstanding, if the Company receives cash proceeds of more than $ 2,000,000 (the “Minimum Threshold”) in the aggregate from any source or series of related or unrelated sources, the February Investors shall have the right in their sole discretion to require the Company to immediately apply up to 50 % of all proceeds received by the Company above the Minimum Threshold to repay the outstanding amounts owed under the February Debentures. The Company used $ 383,879 in proceeds from the RD Offering (as described in Note 11 below) to repay a portion of the February Debentures, leaving $ 116,121 of the February Debentures outstanding as of May 15, 2023. The February Warrants include anti-dilution protection whereby a subsequent offering priced below the February Warrants’ strike price then in effect would entitle the February Investors to a reduction of such strike price to the price of such subsequent offering and an increase in the February Warrant Shares determined by dividing the dollar amount for which the February Warrants are exercisable by such lower strike price. As a result of the $ 12.60 14,881 12.60 | Note 9 – Notes Payable Notes payables consisted of the following: Schedule of Notes Payable December 31, 2022 December 31, 2021 Related party demand notes with a 10 10 770,000 - Demand notes. 10 100,000 - Less debt discount (107,356 ) - Total, net of discount 762,644 - Paycheck Protection Program On July 1, 2020, the Company received a loan in the principal amount of $ 157,620 pursuant to the U.S. Small Business Administration’s Paycheck Protection Program. The loan matured 18 months from the date of funding, was payable over 18 equal monthly installments, and had an interest of 1% per annum. Up to 100% of the principal balance of the loan was forgivable based upon satisfaction of certain criteria under the Paycheck Protection Program. On June 16, 2021, the principal of the loan as well as $ 1,506 of accrued interest was forgiven and the note was extinguished. The Company recognized a gain of $ 159,126 on extinguishment of debt during the year ended December 31, 2021. Related Party Demand Notes In the fourth quarter of 2022, the Company received $ 500,000 through the issuance of five demand notes (the “JAG Notes”) from a related party, JAG Multi Investments LLC (“JAG”). The Company’s CFO is a beneficiary of JAG but does not have any control over JAG’s investment decisions with respect to the Company. If paid prior to December 31, 2022 for the initial 3 notes and January 31, 2023 for the last two months, the JAG Notes are interest free. For any amount that remains outstanding past such dates, 10% annual interest accrues from the date of issuance. The notes currently are callable with 10 days prior written notice, which may be delivered to the Company starting on March 31, 2023. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest , if any. The financing fees were recorded as a debt discount and as of December 31, 2022 the Company had amortized $ 40,333 of the discount. In consideration for subscribing to the JAG Note for $ 100,000 dated December 29, 2022, and for agreeing to extend the date on which the other JAG Notes are callable to March 31, 2023, the Company issued JAG a warrant to purchase 17,500 shares of Company common stock. The warrant may be exercised for a period of five ( 5 ) years from issuance at a price of $ 10.00 2,903 of the discount. In the fourth quarter of 2022, the Company received $ 200,000 through the issuance of demand promissory notes of which (1) $ 100,000 was received from our chief executive officer, Steven Shum ($ 60,000 on November 29, 2022, $ 15,000 on December 2, 2022, and $ 25,000 on December 13, 2022) and (2) $ 100,000 was received from an entity controlled by our chief financial officer, Andrea Goren ($ 75,000 on November 29, 2022 and $ 25,000 on December 13, 2022). If paid prior to January 31, 2023, these notes are interest free until January 31, 2023. For any amount that remains outstanding past January 31, 2023, 10% annual interest accrues from the date of issuance. These notes are callable with 10 days prior written notice, which may be delivered to the Company starting 30 days from issuance. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest , if any. The financing fees were recorded as a debt discount and as of December 31, 2022 the Company had amortized $ 9,419 Demand Notes In the fourth quarter of 2022, the Company received $ 100,000 th 10.00 5,000 20.00 Interest on the notes accrues at a rate of ten percent ( 10 December 31, 2023 All amounts due under the notes are convertible at any time after the issuance date, in whole or in part (subject to rounding for fractional shares), at the option of the holders into the Company’s common stock at a fixed conversion price for the notes as described above. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 10 – Related Party Transactions In the fourth quarter of 2022, the Company received $ 700,000 through the issuance of demand notes from related parties, as follows: (a) $ 500,000 from JAG; (b) $ 100,000 from our chief executive officer, Steve Shum; and (c) $ 100,000 from our chief financial officer, Andrea Goren. The Company’s CFO is a beneficiary of JAG but does not have any control over JAG’s investment decisions with respect to the Company. See Note 9 of the Notes to Consolidated Financial Statements for additional information. As of March 31, 2023 the Company owed accounts payable to related parties totaling $ 122,219 , primarily related to unpaid employee expense reimbursements and unpaid board fees. | Note 10 – Related Party Transactions In October 2021, Paulson Investment Company served as a placement agent for the Company’s registered direct offering and received fees and commissions for such role in the amount of $ 323,584 . Trent Davis, one of the Company’s directors, is President of Paulson Investment Company. Mr. Davis did not receive any compensation related to the fees and commissions received by Paulson. Steve Shum and Andrea Goren, the CEO and CFO of the Company, respectively, each purchased 1,534 shares in the registered direct offering for gross proceeds of $ 199,994 . In the fourth quarter of 2022, the Company received $ 700,000 through the issuance of demand notes from related parties, as follows: (a) $ 500,000 from JAG; (b) $ 100,000 from our chief executive officer, Steve Shum; and (c) $ 100,000 from our chief financial officer, Andrea Goren. The Company’s CFO is a beneficiary of JAG but does not have any control over JAG’s investment decisions with respect to the Company. See Note 9 of the Notes to Consolidated Financial Statements for additional information. As of December 31, 2022 the Company owed accounts payable to related parties totaling $ 76,948 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Stockholders’ Equity | Note 11 – Stockholders’ Equity Reverse Stock Split On June 28, 2023, the Company’s board of directors approved a reverse stock split of the Company’s common stock at a ratio of 1-for-20 and also approved a proportionate decrease in its authorized common stock to 6,250,000 shares from 125,000,000. On July 26, 2023, the Company filed a certificate of change (with an effective date of July 28, 2023) with the Nevada Secretary of State pursuant to Nevada Revised Statutes 78.209 to effectuate a 1-for-20 reverse stock split of its outstanding common stock. On July 27, 2023, the Company received notice from Nasdaq that the reverse split would take effect at the open of business on July 28, 2023, and the reverse stock split took effect on that date. February 2023 Equity Purchase Agreement On February 3, 2023, the Company entered into an equity purchase agreement (the “ELOC”) and registration rights agreement (the “ELOC RRA”) with an accredited investor (the “Feb 3 Investor”) pursuant to which the Company has the right, but not the obligation, to direct the Feb 3 Investor to purchase up to $ 10.0 (i) in a minimum amount of not less than $25,000 and (ii) in a maximum amount of up to the lesser of (a) $750,000 or (b) 200% of the Company’s average daily trading value of the Common Stock. Also on February 3, 2023, the Company issued to the Feb 3 Investor 7,500 The obligation of the Feb 3 Investor to purchase shares of Common Stock pursuant to the ELOC ends on the earlier of (i) the date on which the purchases under the ELOC equal the Maximum Commitment Amount, (ii) 24 months after the date of the ELOC (February 3, 2025), (iii) written notice of termination by the Company, (iv) the date that the ELOC RRA is no longer effective after its initial effective date, or (v) the date that the Company commences a voluntary case or any person or entity commences a proceeding against the Company pursuant to or within the meaning of federal or state bankruptcy law, a custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors (the “Commitment Period”). During the Commitment Period, the price that Feb 3 Investor will pay to purchase the shares of Common Stock that it is obligated to purchase under the ELOC shall be 97% of the “market price,” which is defined as the lesser of (i) the lowest closing price of our Common Stock during the 7 trading day-period following the clearance date associated with the applicable put notice from the Company or (ii) the lowest closing bid price of the Common Stock on the principal trading market for the Common Stock (currently, the Nasdaq Capital Market) on the trading day immediately preceding a put date. March 2023 Registered Direct Offering On March 23, 2023, INVO entered into a securities purchase agreement (the “March Purchase Agreement”) with a certain institutional investor, pursuant to which the Company agreed to issue and sell to such investor (i) in a registered direct offering (the “RD Offering”), 69,000 shares of Common Stock, and a pre-funded warrant (the “Pre-Funded Warrant”) to purchase up to 115,000 shares of Common Stock, at an exercise price of $ 0.20 per share, and (ii) in a concurrent private placement (the “March Warrant Placement”), a common stock purchase warrant (the “March Warrant”), exercisable for an aggregate of up to 276,000 shares of Common Stock, at an exercise price of $ 12.60 per share. The securities to be issued in the RD Offering (priced at the marked under Nasdaq rules) were offered pursuant to the Company’s shelf registration statement on Form S-3 (File 333-255096), initially filed by the Company with the SEC under the Securities Act of 1933, as amended (the “Securities Act”), on April 7, 2021 and declared effective on April 16, 2021. The Pre-Funded Warrant is exercisable upon issuance and will remain exercisable until all of the shares underlying the Pre-Funded Warrant are exercised in full. The March Warrant (and the shares of Common Stock issuable upon the exercise of the March Warrant) was not registered under the Securities Act and was offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. The March Warrant is immediately exercisable upon issuance, will expire eight years from the date of issuance, and in certain circumstances may be exercised on a cashless basis. On March 27, 2023, the Company closed the RD Offering and March Warrant Placement, raising gross proceeds of approximately $ 3 million before deducting placement agent fees and other offering expenses payable by the Company. In the event the March Warrant is fully exercised for cash, the Company would receive additional gross proceeds of approximately $ 3.5 million. Under the March Purchase Agreement, the Company may use a portion of the net proceeds of the offering to (a) repay February Debentures, and (b) to pay the down payment for Wisconsin Fertility acquisition. The remainder of the net proceeds will be used for working capital, capital expenditures, and other general corporate purposes. The Company used $ 383,879 in proceeds to repay a portion of the February Debentures and the remainder of the proceeds are being used for working capital and general corporate purposes. Under the March Purchase Agreement, the Company is required within 30 days of the closing date of the March Warrant Placement to file a registration statement on Form S-1 (the “Resale Registration Statement”) registering the resale of the shares of Common Stock issuable upon the exercise of the March Warrant. The Company is required to use commercially reasonable efforts to cause such registration to become effective within 75 days of the closing date of the offering (or 120 days if the registration statement is subject to a full review by the SEC), and to keep the Resale Registration Statement effective at all times until no shares of Common Stock remain exercisable under the March Warrant. In addition, pursuant to certain “lock-up” agreements, our officers and directors have agreed, for a period of 180 days from the date of the RD Offering and March Warrant Placement, not to engage in any of the following, whether directly or indirectly, without the consent of the March Purchase Agreement investor: offer to sell, sell, contract to sell pledge, grant, lend, or otherwise transfer or dispose of our common stock or any securities convertible into or exercisable or exchangeable for Common Stock (the “Lock-Up Securities”); enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities; make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Lock-Up Securities; enter into any transaction, swap, hedge, or other arrangement relating to any Lock-Up Securities subject to customary exceptions; or publicly disclose the intention to do any of the foregoing. Three Months Ended March 31, 2023 During the three months ended March 31, 2023, the Company issued 3,490 shares of Common Stock to employees and directors and 5,500 shares of Common Stock to consultants with a fair value of $ 46,503 and $ 56,900 , respectively. The shares were issued under the Company’s 2019 Stock Incentive Plan (the “2019 Plan”). During the three months ended March 31, 2023, the Company issued 297 shares of Common Stock upon the exercise of options. The Company received proceeds of $ 2,376 . In February 2023, the Company issued 4,167 shares of Common Stock with a fair value of $ 56,313 as inducement for issuing the February Debentures In February 2023, the Company 7,500 shares of Common Stock in connection with the ELOC with a fair value of $ 93,000 that was expensed in the period. In March 2023, the Company issued 69,000 shares of Common Stock in the RD Offering and March Warrant Placement. The Company received net proceeds of approximately $ 2.7 million. | Note 11 – Stockholders’ Equity Reverse Stock Splits On December 16, 2019, the Company’s stockholders approved a reverse stock split at a ratio of between 1-for-5 and 1-for-25 , with discretion for the exact ratio to be approved by the Company’s board of directors. On February 19, 2020, the Company’s board of directors approved a reverse stock split of the Company’s common stock at a ratio of 1-for-20 . On May 21, 2020, the Company filed a certificate of change (with an effective date of May 26, 2020) with the Nevada Secretary of State pursuant to Nevada Revised Statutes 78.209 to effectuate a 1-for-20 reverse stock split of its outstanding common stock. The reverse split took effect at the open of business on May 26, 2020. On October 22, 2020, the Company’s board of directors approved a reverse stock split of the Company’s common stock at a ratio of 5-for-8 and also approved a proportionate decrease in the Company’s authorized common stock to 125,000,000 shares from 200,000,000 . On November 5, 2020, the Company filed a certificate of change (with an effective date of November 9, 2020) with the Nevada Secretary of State pursuant to Nevada Revised Statutes 78.209 to effectuate a 5-for-8 reverse stock split of its outstanding common stock. As a result of the reverse stock split, 133 shares were issued in lieu of fractional shares. On November 6, 2020, the Company received notice from FINRA/OTC Corporate Actions that the reverse split would take effect at the open of business on November 9, 2020, and the reverse stock split took effect on that date. On June 28, 2023, the Company’s board of directors approved a reverse stock split of the Company’s common stock at a ratio of 1-for-20 and also approved a proportionate decrease in its authorized common stock to 6,250,000 shares from 125,000,000. On July 26, 2023, the Company filed a certificate of change (with an effective date of July 28, 2023) with the Nevada Secretary of State pursuant to Nevada Revised Statutes 78.209 to effectuate a 1-for-20 reverse stock split of its outstanding common stock. On July 27, 2023, the Company received notice from Nasdaq that the reverse split would take effect at the open of business on July 28, 2023, and the reverse stock split took effect on that date. The consolidated financial statements presented reflect the reverse splits. Public offerings On October 1, 2021, the Company and certain institutional and accredited investors and members of the Company’s management team (the “Investors”) entered into a securities purchase agreement pursuant to which the Company agreed to issue and sell to the Investors 62,037 shares of its common stock, in a registered direct offering (the “Direct Offering”) for aggregate gross proceeds of $ 4,044,803 . The purchase price for each share in the Direct Offering was $ 65.20 . The net proceeds to the Company from the Direct Offering, after deducting placement agent fees and the Company’s estimated offering expenses, were approximately $ 3.65 million. Paulson Investment Company served as a placement agent for the Direct Offering and received a fee for its role in the amount of $ 323,584 , as well as warrants to purchase 1,862 shares of the Company’s common stock at an exercise price of $ 78.24 per share. Year Ended December 31, 2022 During 2022, the Company issued 2,577 2,313 shares of common stock to consultants with a fair value of $ 218,196 and $ 95,851 , respectively. The shares were issued under the Company’s 2019 Stock Incentive Plan (the “2019 Plan”). During 2022, the Company granted 5,317 restricted stock units to employees that vest 50 % at six months from grant date and 50 % at twelve months from grant date. The shares were granted under the 2019 Plan. During 2022, the Company had issued 1,783 vested shares and recognized stock-based compensation expense of $ 266,611 associated with the equity grants. During 2022, the Company issued 750 shares of its common stock to consultants in consideration of services rendered with a fair value of $ 27,360 . These shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company did not receive any cash proceeds from this issuance. In January 2022, the Company issued 4,731 289,800 . |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Equity-Based Compensation | Note 12 – Equity-Based Compensation Equity Incentive Plans In October 2019, the Company adopted the 2019 Plan. Under the 2019 Plan, the Company’s board of directors is authorized to grant stock options to purchase Common Stock, restricted stock units, and restricted shares of Common Stock to its employees, directors, and consultants. The 2019 Plan initially provided for the issuance of 25,000 shares. A provision in the 2019 Plan provides for an automatic annual increase equal to 6% of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year . In January 2023, the number of available shares increased by 36,498 shares bringing the total shares available under the 2019 Plan to 125,000 . Options granted under the 2019 Plan generally have a life of 3 to 10 years and exercise prices equal to or greater than the fair market value of the Common Stock as determined by the Company’s board of directors. Vesting for employees typically occurs over a three-year period. The following table sets forth the activity of the options to purchase Common Stock under the 2019 Plan. Schedule of Stock Options Activity Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding as of December 31, 2022 64,850 $ 68.00 $ - Granted 7,230 12.40 3,904 Exercised (297 ) 8.00 1,419 Canceled (1,157 ) 79.00 - Balance as of March 31, 2023 70,626 62.80 18,038 Exercisable as of March 31, 2023 53,446 $ 76.80 $ 18,038 The fair value of each option granted is estimated as of the grant date using the Black-Scholes option pricing model with the following assumptions: Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions Three months ended March 31, 2023 2022 Risk-free interest rate range 3.6 - 3.63 % 1.6 to 1.9 % Expected life of option-years 5 5.25 to 5.75 Expected stock price volatility 114.5 - 114.9 % 110.4 to 113.2 % Expected dividend yield - % - % The risk-free interest rate is based on U.S. Treasury interest rates, the terms of which are consistent with the expected life of the stock options. Expected volatility is based upon the average historical volatility of the Common Stock over the period commensurate with the expected term of the related instrument. The expected life and estimated post-employment termination behavior is based upon historical experience of homogeneous groups, executives and non-executives, within the Company. The Company does not currently pay dividends on its Common Stock, nor does it expect to do so in the foreseeable future. Schedule of Share Based Payments Arrangements Options Exercised and Options Vested Total Intrinsic Value of Options Exercised Total Fair Value of Options Vested Year ended December 31, 2022 $ - $ 1,616,401 Three months ended March 31, 2023 $ 1,419 $ 594,966 For the three months ended March 31, 2023, the weighted average grant date fair value of options granted was $ 10.40 1 year. Restricted Stock and Restricted Stock Units In the three months ended March 31, 2023, the Company granted 6,207 restricted stock units and shares of restricted stock to certain employees, directors, and consultants under the 2019 Plan. Restricted stock issued to employees, directors, and consultants generally vest either at grant or vest over a period of one year from the date of grant. The following table summarizes the Company’s restricted stock awards activity under the 2019 Plan during the three months ended March 31, 2023: Schedule of Aggregate Restricted Stock Awards and Restricted Stock Unit Activity Number of Unvested Shares Weighted Average Grant Date Fair Value Aggregate Value of Shares Balance as of December 31, 2022 3,533 $ 8.40 $ 29,949 Granted 6,207 10.60 65,367 Vested (8,990 ) 27.00 242,185 Forfeitures - - - Balance as of March 31, 2023 750 $ 23.60 $ 17,764 | Note 12 – Equity-Based Compensation Equity Incentive Plans In October 2019, the Company adopted the 2019 Plan. Under the 2019 Plan, the Company’s board of directors is authorized to grant both incentive and non-qualified stock options to purchase common stock, as well as restricted stock awards to its employees, directors, and consultants. The 2019 Plan initially provided for the issuance of 25,000 shares. A provision in the 2019 Plan provides for an automatic annual increase equal to 6% of the total number of shares of Company common stock outstanding on December 31 of the preceding calendar year. In January 2022, the number of available shares increased by 35,787 shares and on October 12, 2022 shareholders approved an amendment to the plan to add an additional 20,640 shares bringing the total shares available under the 2019 Plan to 125,000 . Options granted under the 2019 Plan generally have a life of 3 to 10 years and exercise prices equal to or greater than the fair market value of the common stock as determined by the Company’s board of directors. Vesting for employees typically occurs over a three -year period. The following table sets forth the activity of the options to purchase common stock under the 2019 Plan. Schedule of Stock Options Activity Number of Weighted Aggregate Outstanding as of December 31, 2021 52,795 $ 101.80 $ 17,250 Granted 22,686 71.80 - Exercised - - - Canceled (10,630 ) 159.20 - Balance as of December 31, 2022 64,851 68.00 - Exercisable as of December 31, 2022 40,928 $ 87.80 $ - The fair value of each option granted is estimated as of the grant date using the Black-Scholes option pricing model with the following assumptions: Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions Years ended 2022 2021 Risk-free interest rate range 1.6 to 3.94 % 0.22 % to 0.73 % Expected life of option-years 5.00 to 5.77 5.3 to 6.5 Expected stock price volatility 110 to 114.6 % 107 % to 125 % Expected dividend yield - % - % The risk-free interest rate is based on U.S. Treasury interest rates, the terms of which are consistent with the expected life of the stock options. Expected volatility is based upon the average historical volatility of the Company’s common stock over the period commensurate with the expected term of the related instrument. The expected life and estimated post-employment termination behavior is based upon historical experience of homogeneous groups, executives and non-executives, within the Company. The Company does not currently pay dividends on its common stock, nor does it expect to do so in the foreseeable future. Schedule of Share Based Payments Arrangements Options Exercised and Options Vested Total Intrinsic Total Fair Year ended December 31, 2021 $ - $ 1,543,912 Year ended December 31, 2022 $ - $ 1,616,401 For the year ended December 31, 2022, the weighted average grant date fair value of options granted was $ 58.40 per share. The Company estimates the fair value of options at the grant date using the Black-Scholes model. For all stock options granted through December 31, 2022, the weighted average remaining service period is 1.13 years. Restricted Stock and Restricted Stock Units In the year ended December 31, 2022, the Company granted 10,206 in restricted stock units to certain employees, directors, and consultants under the 2019 Plan. Restricted stock issued to employees, directors, and consultants generally vest either at grant or vest over a period of one year from the date of grant. The following table summarizes the Company’s restricted stock awards activity under the 2019 Plan during the year ended December 31, 2022: Schedule of Aggregate Restricted Stock Awards and Restricted Stock Unit Activity Number of Unvested Shares Weighted Average Grant Date Aggregate Value of Shares Balance as of December 31, 2021 487 $ 74.40 $ 36,148 Granted 10,206 58.40 595,846 Vested (7,159 ) 61.40 (423,077 ) Forfeitures - - - Balance as of December 31, 2022 3,534 8.40 29,949 |
Unit Purchase Options and Warra
Unit Purchase Options and Warrants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Unit Purchase Options And Warrants | ||
Unit Purchase Options and Warrants | Note 13 – Unit Purchase Options and Warrants The following table sets forth the activity of unit purchase options: Schedule of Unit Purchase Stock Options Activity Number of Unit Purchase Options Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding as of December 31, 2022 4,645 $ 64.00 $ - Granted - - - Exercised - - - Canceled - - - Balance as of March 31, 2023 4,645 $ 64.00 $ - The following table sets forth the activity of warrants: Schedule of Warrants Activity Number of Warrants Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding as of December 31, 2022 25,864 $ 30.20 $ - Granted 422,875 12.60 92,293 Exercised - - - Canceled - - - Balance as of March 31, 2023 448,739 $ 14.00 $ 140,943 | Note 13 – Unit Purchase Options and Warrants The following table sets forth the activity of unit purchase options: Schedule of Unit Purchase Stock Options Activity Number of Weighted Aggregate Outstanding as of December 31, 2021 4,645 $ 64.00 $ 5,647 Granted - - - Exercised - - - Canceled - - - Balance as of December 31, 2022 4,645 64.00 - The following table sets forth the activity of warrants: Schedule of Warrants Activity Number of Weighted Aggregate Outstanding as of December 31, 2021 8,364 $ 72.40 $ 16,029 Granted 17,500 10.00 - Exercised - - - Canceled - - - Balance as of December 31, 2022 25,864 $ 30.20 $ - |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 14 – Income Taxes The Company uses the asset and liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If a carryforward exists, the Company decides as to whether the carryforward will be utilized in the future. Currently, a valuation allowance is established for all deferred tax assets and carryforwards as their recoverability is deemed to be uncertain. If the Company’s expectations for future operating results at the federal or at the state jurisdiction level vary from actual results due to changes in healthcare regulations, general economic conditions, or other factors, it may need to adjust the valuation allowance, for all or a portion of the Company’s deferred tax assets. The Company’s income tax expense in future periods will be reduced or increased to the extent of offsetting decreases or increases, respectively, in the Company’s valuation allowance in the period when the change in circumstances occurs. These changes could have a significant impact on the Company’s future earnings. Income tax expense was $ 0 for each of the three months ended March 31, 2023 and 2022. The annual forecasted effective income tax rate for 2023 is 0 %, with a year-to-date effective income tax rate for the three months ended March 31, 2023, of 0 %. | Note 14 – Income Taxes The provision for income taxes consists of the following for the year ended December 31, 2022, and 2021: Schedule of Components of Income Tax Expense (Benefit) December 31 2022 2021 Federal income taxes: Current $ - $ - Deferred 315 (280 ) Total federal income taxes 315 (280 ) State income taxes: Current 2,062 4,094 Deferred 496 390 Total state income taxes 2,558 4,484 Total income taxes $ 2,872 $ 4,764 The effective income tax rate is lower than the U.S. federal and state statutory rates primarily because of the valuation allowance and, to a lesser extent, permanent items. A reconciliation of the 2022 and 2021 federal statutory rate as compared to the effective income tax rate is as follows: Schedule of Effective Income Tax Rate Reconciliation December 31 2022 2021 Pre-Tax Book Income at Statutory Rate $ (2,202,718 ) 21.00 % $ (1,363,829 ) 21.00 % State Tax Expense, net 1,629 -0.02 % 3,624 - 0.06 % Permanent Items 348,768 -3.33 % 425,318 - 6.55 % Hanging Credit 811 -0.01 % - - True-Ups (36,554 ) 0.35 % 713,398 - 10.98 % Change in Federal Valuation Allowance 1,890,936 -18.03 % 226,255 - 3.48 % Total Expense $ 2,872 -0.03 % $ 4,764 - 0.07 % Deferred income taxes reflect the net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax. Significant components of the deferred tax assets and liabilities as of December 31, 2022 and 2021, are as follows: Schedule of Deferred Tax Assets and Liabilities December 31 2022 2021 Deferred tax assets: Accrued Compensation $ 243,056 $ 150,952 Lease (ASC 842) 342,254 365,602 Charitable Contributions 2,771 136 Stock Option Expense 117,099 75,590 Restricted Stock Unit 62,090 12,929 Net Operating Losses 8,395,160 6,406,223 Org Costs 81,255 72,455 -IRC Sec. 174 Expense 275,519 - Investment in HRCFG INVO, LLC 123,217 81,234 Equity in earnings - Positib 19,950 3,765 Gross deferred tax assets 9,662,371 7,168,886 Deferred tax liabilities: Fixed Assets (21,560 ) (26,907 ) ROU Lease (ASC 842) (5,858 ) (353,551 ) Trademark Amortization (327,946 ) (4,309 ) Deferred Revenue (47 ) - Tax Amortization of Org Cost (7,222 ) - Gain/Loss on sale of assets (2,561 ) - Gross deferred tax liability (365,194 ) (384,767 ) Less: valuation allowance (9,299,126 ) (6,785,258 ) Net deferred tax liability $ (1,949 ) $ (1,139 ) The Company recorded a full valuation allowance against its net deferred tax asset at December 31, 2022 and 2021 totaling $ 9.3 million and $ 6.8 million, respectively. A naked credit resulting from indefinite lived intangibles was valued at December 31, 2022, and 2021 totaling $ (1,949) and ($ 1,139 ), respectively. As of December 31, 2022, the Company has federal net operating loss carryforwards of approximately $ 32.8 million. Of that amount, $ 10.8 million will expire, if not utilized, in various years beginning in 2028 and which are also subject to the limitations of IRC §382. The remaining carryforward amount of $ 15.0 million, has no expiration period and can be applied to 80% of taxable income per year in future periods. State net operating loss carryforwards total $ 8.9 million. Of that amount, $ 3.5 million will begin to expire in 2033 and are subject to the limitations of IRC §382. The remaining $ 20.0 million of state net operating loss carryforwards are similar to the federal net operating loss in that it has no expiration period and can be applied to 100% of state taxable income per year. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 15 – Commitments and Contingencies Insurance The Company’s insurance coverage is carried with third-party insurers and includes: (i) general liability insurance covering third-party exposures; (ii) statutory workers’ compensation insurance; (iv) excess liability insurance above the established primary limits for general liability and automobile liability insurance; (v) property insurance, which covers the replacement value of real and personal property and includes business interruption; and (vi) insurance covering our directors and officers for acts related to our business activities. All coverage is subject to certain limits and deductibles, the terms and conditions of which are common for companies with similar types of operations. Legal Matters The Company is not currently subject to any material legal proceedings; however, it could be subject to legal proceedings and claims from time to time in the ordinary course of its business, or legal proceedings it considered immaterial may in the future become material. Regardless of the outcome, litigation can, among other things, be time consuming and expensive to resolve, and can divert management resources. | Note 15 – Commitments and Contingencies Insurance The Company’s insurance coverage is carried with third-party insurers and includes: (i) general liability insurance covering third-party exposures; (ii) statutory workers’ compensation insurance; (iv) excess liability insurance above the established primary limits for general liability and automobile liability insurance; (v) property insurance, which covers the replacement value of real and personal property and includes business interruption; and (vi) insurance covering our directors and officers for acts related to our business activities. All coverage is subject to certain limits and deductibles, the terms and conditions of which are common for companies with similar types of operations. Legal Matters The Company is not currently subject to any material legal proceedings; however, it could be subject to legal proceedings and claims from time to time in the ordinary course of its business, or legal proceedings it considered immaterial may in the future become material. Regardless of the outcome, litigation can, among other things, be time consuming and expensive to resolve, and can divert management resources. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 16 – Subsequent Events On May 10, 2023, the partnership agreement between the Company and Lyfe Medical I, LLC was terminated by mutual agreement. On May 12, 2023 the joint venture agreement between the Company and Ginekaliks Dooel Skopje was terminated by mutual agreement. Subsequent to quarter end the Company effected a 1-for-20 reverse stock split of its outstanding common stock and proportionate decrease in its authorized common stock to 6,250,000 | Note 16 – Subsequent Events January and March 2023 Convertible Note and Warrant Financings In January and March 2023, we sold unsecured convertible notes of the Company in the aggregate original principal amount of $ 410,000 (the “Convertible Notes”) with a fixed conversion prices of $ 10.00 (for the $ 275,000 of January 2023 Notes) and $ 12.00 (for the $ 135,000 of March 2023 Notes) and (ii) 5 -year warrants (the “Note Warrants”) to purchase 19,375 shares of the Company’s common stock at an exercise price of $ 20.00 (subject to adjustments) (the “Note and Warrant Private Placement”). The proceeds were used for working capital and general corporate purposes. Interest on the Convertible Notes accrues at a rate of ten percent ( 10 %) per annum and is payable at the holder’s option either in cash or in shares of the Company’s common stock at the conversion price set forth in the Convertible Notes on December 31, 2023, unless converted earlier. All amounts due under the Convertible Notes are convertible at any time after the issuance date, in whole or in part (subject to rounding for fractional shares), at the option of the holders into the Company’s common stock at a fixed conversion price for the Notes as described above. Upon any issuance by the Company of any of its equity securities in an underwritten offering, including Common Stock, for cash consideration, indebtedness or a combination thereof after the date hereof (a “Subsequent Equity Financing”), each holder shall have the option to convert the outstanding principal and accrued but unpaid interest of its Convertible Note into the number of fully paid and non-assessable shares of securities issued in the Subsequent Equity Financing equal to the product of unpaid principal, together with the balance of unpaid and accrued interest and other amounts payable hereunder, divided by the price per share paid by the investors in the Subsequent Equity Financing multiplied by 80%, provided however, that any conversion shall only be allowed if the Subsequent Equity Financing conversion price is equal to or greater than the Minimum Price (as defined in the Convertible Notes) including an appropriate allocation any warrants offered. A Convertible Note may not be converted and shares of common stock may not be issued under the Convertible Notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99 % of the Company’s outstanding ordinary shares. The Company may prepay the Convertible Notes at any time in whole or in part by paying a s sum of money equal to 100% of the principal amount to be redeemed, together with accrued and unpaid interest. The Company entered into a registration rights agreement with the holders of and of even date with the Convertible Notes (the “Note RRA”). Pursuant to the terms of Note RRA, if the Company determines to register any of its securities, either for its own account or the account of a security holder or holders, other than (i) a registration relating solely to employee benefit plans on Form S-8 (or any successor form) or (ii) a registration relating solely to a Commission Rule 145 transaction on Form S-4 (or any successor form), the Company will include in such registration, and in any underwriting involved therein, the shares underlying the Convertible Notes and Note Warrants delivered pursuant to the Note and Warrant Purchase Agreements, subject to, in the case of an underwritten registration, the discretion of the managing underwriter to reduce any or all piggyback registration shares if in its good faith judgment such inclusion would affect the successful marketing of the underwritten offering. February 2023 Convertible Debentures On February 3, and February 17, 2023, the Company entered into securities purchase agreements (the “February Purchase Agreements”) with accredited investors (the “February Investors”) for the purchase of (i) convertible debentures of the Company in the aggregate original principal amount of $ 500,000 (the “February Debentures”) for a purchase price of $ 450,000 , (ii) warrants (the “February Warrant”) to purchase 12,500 shares (the “February Warrant Shares”) of the Company’s common stock par value $ 0.0001 per share (“Common Stock”) at an exercise price of $ 15.00 per share, and (iii) 4,167 shares of Common Stock (the “February Commitment Shares”) issued as an inducement for issuing the Debentures. The proceeds, net of placement agent and legal fees, are being used for working capital and general corporate purposes. Pursuant to the February Debentures, interest on the February Debentures accrues at a rate of eight percent ( 8 %) per annum and is payable at maturity, one year from the date of the February Debentures. All amounts due under the February Debentures are convertible at any time after the issuance date, in whole or in part, at the option of the February Investors into Common Stock at an initial price of $ 10.40 The Company may prepay the February Debentures at any time in whole or in part by paying a sum of money equal to 105% of the principal amount to be redeemed, together with accrued and unpaid interest. While any portion of each February Debenture remains outstanding, if the Company receives cash proceeds of more than $ 2,000,000 (the “Minimum Threshold”) in the aggregate from any source or series of related or unrelated sources, the February Investors shall have the right in their sole discretion to require the Company to immediately apply up to 50% of all proceeds received by the Company above the Minimum Threshold to repay the outstanding amounts owed under the February Debentures. The Company entered into a Registration Rights Agreement (the “February RRA”) with the February Investor that signed its purchase agreement on February 3, 2023 (the “Feb 3 Investor”). Pursuant to the terms of February RRA, the Company has agreed to file with the SEC an initial registration statement on Form S-3 (or Form S-1 if S-3 is not available) covering the resale of all of the securities acquired by the Feb 3 Investor under its February Purchase Agreement. The filing of such initial registration statement is to occur within 90 days of February 3, 2023. On March 31, 2023, having received notice from the February Investor that signed its purchase agreement on February 17, 2023 (the “Feb 17 Investor”) requesting repayment of its February Debenture, the Company paid the Feb 17 Investor $ 170,000 , including interest and the prepayment premium. After such payment, the principal due the Feb 17 Investor under its debenture was reduced from $ 200,000 to $ 39,849 . On April 3, 2023, having received notice from the Feb 3 requesting repayment of its February Debenture, the Company paid the Feb 3 Investor $ 213,879 , including interest and the prepayment premium. After such payment, the principal due the Feb 3 Investor under its debenture was reduced from $ 300,000 to $ 100,000 . February 2023 Equity Purchase Agreement On February 3, 2023, the Company entered into an equity purchase agreement (the “ELOC”) and registration rights agreement (the “ELOC RRA”) with the Feb 3 Investor pursuant to which the Company has the right, but not the obligation, to direct the Feb 3 Investor to purchase up to $ 10.0 million (the “Maximum Commitment Amount”) of shares of Common Stock, in multiple tranches. Further, under the ELOC and subject to the Maximum Commitment Amount, the Company has the right, but not the obligation, to submit notices to the Feb 3 Investor to purchase shares of Common Stock (i) in a minimum amount of not less than $25,000 and (ii) in a maximum amount of up to the lesser of (a) $750,000 or (b) 200% of the Company’s average daily trading value of the Common Stock. Also on February 3, 2023, the Company issued to the Feb 3 Investor 7,500 shares of Common Stock for its commitment to enter into the ELOC. The obligation of the Feb 3 Investor to purchase shares of Common Stock pursuant to the ELOC ends on the earlier of (i) the date on which the purchases under the ELOC equal the Maximum Commitment Amount, (ii) 24 months after the date of the ELOC (February 3, 2025), (iii) written notice of termination by the Company, (iv) the date that the ELOC RRA is no longer effective after its initial effective date, or (v) the date that the Company commences a voluntary case or any person or entity commences a proceeding against the Company pursuant to or within the meaning of federal or state bankruptcy law, a custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors (the “Commitment Period”). During the Commitment Period, the price that Feb 3 Investor will pay to purchase the shares of Common Stock that it is obligated to purchase under the ELOC shall be 97% of the “market price,” which is defined as the lesser of (i) the lowest closing price of our Common Stock during the 7 trading day-period following the clearance date associated with the applicable put notice from the Company or (ii) the lowest closing bid price of the Common Stock on the principal trading market for the Common Stock (currently, the Nasdaq Capital Market) on the trading day immediately preceding a put date. Wisconsin Fertility Institute Acquisition On March 16, 2023, INVO, through Wood Violet Fertility LLC, a Delaware limited liability company (“Wood Violet”) and wholly owned subsidiary of INVO Centers LLC, a Delaware company wholly-owned by INVO, entered into binding purchase agreements to acquire Wisconsin Fertility Institute (“Wisconsin Fertility”) for a combined purchase price of $ 10 million. The purchase price is payable in four installments of $ 2.5 125.00 181.80 285.80 Wisconsin Fertility is comprised of (a) a medical practice, Wisconsin Fertility and Reproductive Surgery Associates, S.C., a Wisconsin professional service corporation d/b/a Wisconsin Fertility Institute (“WFRSA”), and (b) a laboratory services company, Fertility Labs of Wisconsin, LLC, a Wisconsin limited liability company (“FLOW”). WFRSA owns, operates and manages the Clinic’s fertility practice that provides direct treatment to patients focused on fertility, gynecology and obstetrics care and surgical procedures, and employs physicians and other healthcare providers to deliver such services and procedures. FLOW provides WFRSA with related laboratory services. March 2023 Registered Direct Offering On March 23, 2023, INVO entered into a securities purchase agreement (the “March Purchase Agreement”) with a certain institutional investor, pursuant to which the Company agreed to issue and sell to such investor (i) in a registered direct offering, 69,000 shares (the “March Shares”) of Common Stock, and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 115,000 shares of Common Stock, at an exercise price of $ 0.20 per share, and (ii) in a concurrent private placement, common stock purchase warrants (the “March Warrants”), exercisable for an aggregate of up to 276,000 shares of Common Stock, at an exercise price of $ 12.60 per share. The securities to be issued in the registered direct offering (priced at the marked under Nasdaq rules) were offered pursuant to the Company’s shelf registration statement on Form S-3 (File 333-255096) (the “Shelf Registration Statement”), initially filed by the Company with the SEC under the Securities Act of 1933, as amended (the “Securities Act”), on April 7, 2021 and declared effective on April 16, 2021. The Pre-Funded Warrants are exercisable upon issuance and will remain exercisable until all of the Pre-Funded Warrants are exercised in full. The March Warrants (and the shares of Common Stock issuable upon the exercise of the Private Warrants) were not registered under the Securities Act and were offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. The March Warrants are immediately exercisable upon issuance, will expire eight years from the date of issuance, and in certain circumstances may be exercised on a cashless basis. On March 27, 2023, the Company closed the offering, raising gross proceeds of approximately $ 3 million before deducting placement agent fees and other offering expenses payable by the Company. In the event that all March Warrants are exercised for cash, the Company would receive additional gross proceeds of approximately $ 3.5 million. Under the March Purchase Agreement, the Company may use a portion of the net proceeds of the offering to (a) repay February Debentures, and (b) to pay the down payment for Wisconsin Fertility acquisition. The remainder of the net proceeds will be used for working capital, capital expenditures, and other general corporate purposes. Under the March Purchase Agreement, the Company is required within 30 days of the closing date of the offering to file a registration statement on Form S-1 (the “Resale Registration Statement”) registering the resale of the shares of Common Stock issuable upon the exercise of the March Warrants. The Company is required to use commercially reasonable efforts to cause such registration to become effective within 75 days of the closing date of the offering (or 120 days if the registration statement is subject to a full-review by the SEC), and to keep such registration statement effective at all times until no March Warrants remain outstanding. In addition, pursuant to certain “lock-up” agreements, our officers and directors have agreed, for a period of 180 days from the date of the offering, not to engage in any of the following, whether directly or indirectly, without the consent of the March Purchase Agreement investor: offer to sell, sell, contract to sell pledge, grant, lend, or otherwise transfer or dispose of our common stock or any securities convertible into or exercisable or exchangeable for Common Stock (the “Lock-Up Securities”); enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities; make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Lock-Up Securities; enter into any transaction, swap, hedge, or other arrangement relating to any Lock-Up Securities subject to customary exceptions; or publicly disclose the intention to do any of the foregoing. Stock Incentive Plan Issuances During the first quarter of 2023, the Company issued 9,287 Reverse Stock Split Subsequent to year end the Company effected a 1-for-20 reverse stock split of its outstanding common stock, please see Note 11 for more details. On July 11, 2023, the Company issued 16,250 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Description of Business | Description of Business INVO Bioscience, Inc. (“INVO” or the “Company”) is a commercial-stage fertility company dedicated to expanding the assisted reproductive technology (“ART”) marketplace by making fertility care accessible and inclusive to people around the world. The Company’s primary mission is to implement new medical technologies aimed at increasing the availability of affordable, high-quality, patient-centered fertility care. The Company’s flagship product is INVOcell, a revolutionary medical device that, in a procedure referred to as “IVC” (intravaginal culture), allows fertilization and early embryo development to take place in vivo in vitro | Description of Business INVO Bioscience, Inc. (“INVO” or the “Company”) is a commercial-stage fertility company dedicated to expanding the assisted reproductive technology (“ART”) marketplace by making fertility care accessible and inclusive to people around the world. The Company’s primary mission is to implement new medical technologies aimed at increasing the availability of affordable, high-quality, patient-centered fertility care. The Company’s flagship product is INVOcell, a revolutionary medical device that allows fertilization and early embryo development to take place in vivo within the woman’s body. The Company’s commercialization strategy involves the opening of dedicated “INVO Centers” focused on offering the INVOcell and IVC procedure (with three centers in North America now operational) and the acquisition of existing IVF clinics, as well as selling its technology solution into existing fertility clinics. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiaries and controlled affiliates. The Company presents noncontrolling interest within the equity section of its consolidated balance sheets and the amount of consolidated net income (loss) that is attributable to the Company and to the noncontrolling interest in its consolidated statement of operations. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company uses the equity method of accounting when it owns an interest in an entity whereby it can exert significant influence over but cannot control the entity’s operations. The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company considers events or transactions that have occurred after the consolidated balance sheet date of March 31, 2023, but prior to the filing of the consolidated financial statements with the SEC in this Quarterly Report on Form 10-Q, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure, as applicable. Subsequent events have been evaluated through the date of the filing of this Quarterly Report on Form 10-Q. | Basis of Presentation The accompanying consolidated financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiaries and controlled affiliates. The Company presents noncontrolling interest within the equity section of its consolidated balance sheets and the amount of consolidated net income (loss) that is attributable to the Company and to the noncontrolling interest in its consolidated statement of operations. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company uses the equity method of accounting when it owns an interest in an entity whereby it can exert significant influence over but cannot control the entity’s operations. The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company considers events or transactions that have occurred after the consolidated balance sheet date of December 31, 2022, but prior to the filing of the consolidated financial statements with the SEC in this Annual Report on Form 10-K, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure, as applicable. Subsequent events have been evaluated through the date of the filing of this Annual Report on Form 10-K. |
Business Segments | Business Segments The Company operates in one segment and therefore segment information is not presented. | Business Segments The Company operates in one segment and therefore segment information is not presented. |
Variable Interest Entities | Variable Interest Entities The Company’s consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and variable interest entities (“VIE”), where the Company is the primary beneficiary under the provisions of ASC 810, Consolidation (“ASC 810”). A VIE must be consolidated by its primary beneficiary when, along with its affiliates and agents, the primary beneficiary has both: (i) the power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or the right to receive the benefits of the VIE that could potentially be significant to the VIE. The Company reconsiders whether an entity is still a VIE only upon certain triggering events and continually assesses its consolidated VIEs to determine if it continues to be the primary beneficiary. See “Note 3 – Variable Interest Entities” for additional information on the Company’s VIEs. | Variable Interest Entities The Company’s consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and variable interest entities (“VIE”), where the Company is the primary beneficiary under the provisions of ASC 810, Consolidation (“ASC 810”). A VIE must be consolidated by its primary beneficiary when, along with its affiliates and agents, the primary beneficiary has both: (i) the power to direct the activities that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or the right to receive the benefits of the VIE that could potentially be significant to the VIE. The Company reconsiders whether an entity is still a VIE only upon certain triggering events and continually assesses its consolidated VIEs to determine if it continues to be the primary beneficiary. See “Note 3 – Variable Interest Entities” for additional information on the Company’s VIEs. |
Equity Method Investments | Equity Method Investments Investments in unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate, are accounted for using the equity method. Equity method investments are initially recorded at cost. These investments are included in investment in joint ventures in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in loss from equity method joint venture in the accompanying consolidated statements of operations. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the investees and records reductions in carrying values when necessary. | Equity Method Investments Investments in unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate are accounted for using the equity method. Equity method investments are initially recorded at cost. These investments are included in investment in joint ventures in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in loss from equity method joint venture in the accompanying consolidated statements of operations. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the investees and records reductions in carrying values when necessary. |
Use of Estimates | Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. | Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents For financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At times, cash and cash equivalents balances exceed amounts insured by the Federal Deposit Insurance Corporation. | Cash and Cash Equivalents For financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. |
Inventory | Inventory Inventories consist of raw materials, work in process and finished goods and are stated at the lower of cost or net realizable value, using the first-in, first-out method as a cost flow method. | Inventory Inventories consist of raw materials, work in process and finished goods and are stated at the lower of cost or net realizable value, using the first-in, first-out method as a cost flow method. |
Property and Equipment | Property and Equipment The Company records property and equipment at cost. Property and equipment is depreciated using the straight-line method over the estimated economic lives of the assets, which are from 3 to 10 years. The Company capitalizes the expenditures for major renewals and improvements that extend the useful lives of property and equipment. Expenditures for maintenance and repairs are charged to expense as incurred. The Company reviews the carrying value of long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of long-lived assets is measured by a comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value. | Property and Equipment The Company records property and equipment at cost. Property and equipment is depreciated using the straight-line method over the estimated economic lives of the assets, which are from 3 to 10 years. The Company capitalizes the expenditures for major renewals and improvements that extend the useful lives of property and equipment. Expenditures for maintenance and repairs are charged to expense as incurred. The Company reviews the carrying value of long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by a comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value. |
Long- Lived Assets | Long- Lived Assets Long-lived assets and certain identifiable assets related to those assets are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. If the non-discounted future cash flows of the asset are less than their carrying amount, their carrying amounts are reduced to fair value and an impairment loss recognized. There was no impairment recorded during the three months ended March 31, 2023, and 2022. | Long- Lived Assets Long-lived assets and certain identifiable assets related to those assets are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. If the non-discounted future cash flows of the asset are less than their carrying amount, their carrying amounts are reduced to the fair value and an impairment loss recognized. There was an impairment of $ 132,227 recorded during the year ended December 31, 2022, and no impairment in the year ended December 31, 2021. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 825-10-50, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. Effective January 1, 2008, the Company adopted ASC 820-10, “Fair Value Measurements”, which provides a framework for measuring fair value under GAAP. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. | Fair Value of Financial Instruments ASC 825-10-50, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. Effective January 1, 2008, the Company adopted ASC 820-10, “Fair Value Measurements”, which provides a framework for measuring fair value under GAAP. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. |
Income Taxes | Income Taxes The Company is subject to income taxes in the United States and its domestic tax liabilities are subject to the allocation of expenses in multiple state jurisdictions. The Company uses the asset and liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The recoverability of deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including taxable income in prior carryback years, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. To the extent the Company does not consider it more-likely-than-not that a deferred tax asset will be recovered, a valuation allowance is established. | Income Taxes The Company is subject to income taxes in the United States and its domestic tax liabilities are subject to the allocation of expenses in multiple state jurisdictions. The Company uses the asset and liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The recoverability of deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including taxable income in prior carryback years, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. To the extent the Company does not consider it more-likely-than-not that a deferred tax asset will be recovered, a valuation allowance is established. |
Concentration of Credit Risk | Concentration of Credit Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (“FDIC”) limits. As of March 31, 2023, the Company had cash balances in excess of FDIC limits. | Concentration of Credit Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (“FDIC”) limits. As of December 31, 2022, the Company did not have cash balances in excess of FDIC limits. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue on arrangements in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services ASC 606 requires companies to assess their contracts to determine the timing and amount of revenue to recognize under the new revenue standard. The model has a five-step approach: 1. Identify the contract with the customer. 2. Identify the performance obligations in the contract. 3. Determine the total transaction price. 4. Allocate the total transaction price to each performance obligation in the contract. 5. Recognize as revenue when (or as) each performance obligation is satisfied. Revenue generated from the sale of INVOcell is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. Revenue generated from clinical and lab services related at the Company’s affiliated INVO Centers is typically recognized at the time the service is performed. | Revenue Recognition The Company recognizes revenue on arrangements in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services ASC 606 requires companies to assess their contracts to determine the timing and amount of revenue to recognize under the new revenue standard. The model has a five-step approach: 1. Identify the contract with the customer. 2. Identify the performance obligations in the contract. 3. Determine the total transaction price. 4. Allocate the total transaction price to each performance obligation in the contract. 5. Recognize as revenue when (or as) each performance obligation is satisfied. Revenue generated from the sale of INVOcell is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. Revenue generated from clinical and lab services related at the Company’s affiliated INVO Centers is typically recognized at the time the service is performed. On November 12, 2018, the Company entered into a U.S. Distribution Agreement (the “Ferring Agreement”) with Ferring International Center S.A. (“Ferring”), pursuant to which it granted Ferring an exclusive license in the United States market only, with rights to sublicense under patents related to our proprietary intravaginal culture device (INVOcell), together with the retention device and any other applicable accessories (collectively, the “Licensed Product”) to market, promote, distribute and sell the Licensed Product with respect to all therapeutic, prophylactic and diagnostic uses of medical devices or pharmaceutical products involving reproductive technology (including fertility treatment) in humans. On November 2, 2021, Ferring notified the Company of its intention to terminate the Ferring Agreement, which requires 90-days prior written notice. Accordingly, the Ferring Agreement officially terminated on January 31, 2022. The Ferring license was deemed to be a functional license that provides a customer with a “right to access” to the Company’s intellectual property during the subscription period and accordingly, under ASC 606-10-55-60 revenue is recognized over a period of time, which is generally the subscription period. The initial upfront payment of $ 5,000,000 which was received upon the signing of the agreement was being recognized as income over the 7 -year term. As of December 31, 2022, the Company had no deferred revenue related to the Ferring Agreement as it was recognized in the fourth quarter of fiscal year 2021 in relation to the contract termination. Per ASC 606-10-55-48 the likelihood of Ferring exercising its rights became remote at the time notice of termination was received so INVO recognized the full remaining amount of the deferred revenue. |
Stock Based Compensation | Stock Based Compensation The Company accounts for stock-based compensation under the provisions of Accounting Standards Codification (“ASC”) subtopic 718-10, Compensation (“ASC 718-10”). This statement requires the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period in which the employee is required to provide service or based on performance goals in exchange for the award, which is usually the vesting period. | Stock Based Compensation The Company accounts for stock-based compensation under the provisions of Accounting Standards Codification (“ASC”) subtopic 718-10, Compensation (“ASC 718-10”). This statement requires the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period in which the employee is required to provide service or based on performance goals in exchange for the award, which is usually the vesting period. |
Loss Per Share | Loss Per Share Basic loss per share calculations are computed by dividing net loss by the weighted-average number of common shares outstanding. Diluted earnings per share are computed similar to basic earnings per share except that the denominator is increased to include potentially dilutive securities. The Company’s diluted loss per share is the same as the basic loss per share for the three months ended March 31, 2023, and 2022, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. Schedule of Earnings Per Share Basic and Diluted 2023 2022 Three Months Ended March 31, 2023 2022 Net loss (numerator) $ (2,550,879 ) (2,774,312 ) Basic and diluted weighted-average number of common shares outstanding (denominator) 622,504 602,535 Basic and diluted net loss per common share (4.10 ) (4.60 ) The Company has excluded the following dilutive securities from the calculation of fully diluted shares outstanding because the result would have been anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2023 2022 As of March 31, 2023 2022 Options 70,627 73,730 Convertible notes and interest 70,481 - Unit purchase options and warrants 453,383 13,008 Total 594,491 86,738 Antidilutive Securities 594,491 86,738 | Loss Per Share Basic loss per share calculations are computed by dividing net loss attributable to the Company’s common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per share are computed similar to basic earnings per share except that the denominator is increased to include potentially dilutive securities. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2022, and 2021, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. Schedule of Earnings Per Share Basic and Diluted Year Ended December 31, 2022 2021 Net loss (numerator) $ (10,892,511 ) $ (6,654,940 ) Basic and diluted weighted-average number of common shares outstanding (denominator) 606,131 531,621 Basic and diluted net loss per common share (17.97 ) (12.52 ) The Company has excluded the following dilutive securities from the calculation of fully diluted shares outstanding because the result would have been anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2022 2021 As of December 31, 2022 2021 Options 64,850 52,795 Unit purchase options and warrants 30,508 13,008 Total 95,358 65,803 Antidilutive securities 95,358 65,803 |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations. | Recently Adopted Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Schedule of Earnings Per Share Basic and Diluted | Schedule of Earnings Per Share Basic and Diluted 2023 2022 Three Months Ended March 31, 2023 2022 Net loss (numerator) $ (2,550,879 ) (2,774,312 ) Basic and diluted weighted-average number of common shares outstanding (denominator) 622,504 602,535 Basic and diluted net loss per common share (4.10 ) (4.60 ) | Schedule of Earnings Per Share Basic and Diluted Year Ended December 31, 2022 2021 Net loss (numerator) $ (10,892,511 ) $ (6,654,940 ) Basic and diluted weighted-average number of common shares outstanding (denominator) 606,131 531,621 Basic and diluted net loss per common share (17.97 ) (12.52 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company has excluded the following dilutive securities from the calculation of fully diluted shares outstanding because the result would have been anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2023 2022 As of March 31, 2023 2022 Options 70,627 73,730 Convertible notes and interest 70,481 - Unit purchase options and warrants 453,383 13,008 Total 594,491 86,738 Antidilutive Securities 594,491 86,738 | The Company has excluded the following dilutive securities from the calculation of fully diluted shares outstanding because the result would have been anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share 2022 2021 As of December 31, 2022 2021 Options 64,850 52,795 Unit purchase options and warrants 30,508 13,008 Total 95,358 65,803 Antidilutive securities 95,358 65,803 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of Investments in Unconsolidated Variable Interest Entities | The following table summarizes our investments in unconsolidated VIEs: Schedule of Investments in Unconsolidated Variable Interest Entities Carrying Value as of Location Percentage Ownership March 31, 2023 December 31, 2022 HRCFG INVO, LLC Alabama, United States 50 % $ 1,048,872 1,106,905 Positib Fertility, S.A. de C.V. Mexico 33 % 124,705 130,960 Total investment in unconsolidated VIEs $ 1,173,577 1,237,865 | The following table summarizes our investments in unconsolidated VIEs: Schedule of Investments in Unconsolidated Variable Interest Entities Carrying Value as of Location Percentage Ownership December 31, 2022 December 31, 2021 HRCFG INVO, LLC Alabama, United States 50 % $ 1,106,905 1,387,495 Positib Fertility, S.A. de C.V. Mexico 33 % 130,960 102,439 Total investment in unconsolidated VIEs $ 1,237,865 1,489,934 |
Schedule of Earnings from Investments in Unconsolidated Variable Interest Entities | Earnings from investments in unconsolidated VIEs were as follows: Schedule of Earnings from Investments in Unconsolidated Variable Interest Entities 2023 2022 Three Months Ended March 31, 2023 2022 HRCFG INVO, LLC $ (18,670 ) $ (54,920 ) Positib Fertility, S.A. de C.V. (9,065 ) (16,197 ) Total earnings from unconsolidated VIEs (27,735 ) (71,117 ) | Earnings from investments in unconsolidated VIEs were as follows: Schedule of Earnings from Investments in Unconsolidated Variable Interest Entities 2022 2021 Year Ended December 31, 2022 2021 HRCFG INVO, LLC $ (154,954 ) (313,033 ) Positib Fertility, S.A. de C.V. (45,604 ) (14,509 ) Total earnings from unconsolidated VIEs $ (200,558 ) (327,542 ) |
Schedule of Financial Information of Investments in Unconsolidated Variable Interest Entities | The following tables summarize the combined unaudited financial information of our unconsolidated VIEs: Schedule of Financial Information of Investments in Unconsolidated Variable Interest Entities 2023 2022 Three Months Ended March 31, 2023 2022 Statements of operations: Operating revenue $ 349,326 $ 169,835 Operating expenses (413,866 ) (328,756 ) Net loss (64,540 ) (158,921 ) March 31, 2023 December 31, 2022 Balance sheets: Current assets $ 395,561 261,477 Long-term assets 1,082,606 1,094,490 Current liabilities (466,667 ) (396,619 ) Long-term liabilities (114,824 ) (107,374 ) Net assets $ 896,676 851,974 | The following tables summarize the combined unaudited financial information of our investments in unconsolidated VIEs: Schedule of Financial Information of Investments in Unconsolidated Variable Interest Entities 2022 2021 Year Ended December 31, 2022 2021 Statements of operations: Operating revenue $ 822,490 151,672 Operating expenses (1,316,199 ) (821,705 ) Net loss $ (493,709 ) (670,033 ) December 31, 2022 December 31, 2021 Balance sheets: Current assets $ 261,477 456,967 Long-term assets 1,094,490 1,302,067 Current liabilities (396,619 ) (404,155 ) Long-term liabilities (107,374 ) (142,321 ) Net assets $ 851,974 1,212,558 |
Agreements and Transactions w_2
Agreements and Transactions with VIE’s (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Agreements And Transactions With Vies | ||
Summary of Transaction with Variable Interest Entities | The following table summarizes the Company’s transactions with VIEs: Summary of Transaction with Variable Interest Entities 2023 2022 Three Months Ended March 31, 2023 2022 Bloom Invo, LLC INVOcell revenue $ 4,500 $ - Unconsolidated VIEs INVOcell revenue $ 3,000 $ 7,500 | The following table summarizes the Company’s transactions with VIEs: Summary of Transaction with Variable Interest Entities 2022 2021 Year Ended December 31, 2022 2021 Bloom Invo, LLC INVOcell revenue $ 13,500 21,600 Unconsolidated VIEs INVOcell revenue $ 30,000 16,310 |
Summary of Balances with Variable Interest Entities | The Company had balances with VIEs as follows: Summary of Balances with Variable Interest Entities March 31, 2023 December 31, 2022 Bloom Invo, LLC Accounts receivable $ 18,000 13,500 Notes payable 471,637 468,031 Unconsolidated VIEs Accounts receivable $ 49,310 46,310 | The Company had balances with VIEs as follows: Summary of Balances with Variable Interest Entities December 31, 2022 December 31, 2021 Bloom Invo, LLC Accounts receivable $ 13,500 21,600 Notes payable 468,031 453,406 Unconsolidated VIEs Accounts receivable $ 46,310 16,310 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventory | Components of inventory are: Schedule of Inventory March 31, 2023 December 31, 2022 Raw materials $ 61,251 $ 68,723 Finished goods 209,668 194,879 Total inventory $ 270,919 $ 263,602 | Components of inventory are: Schedule of Inventory December 31, 2022 December 31, 2021 Raw materials $ 68,723 $ 67,605 Finished goods 194,879 220,168 Total inventory $ 263,602 $ 287,773 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Estimated Useful Lives of Property and Equipment | The estimated useful lives and accumulated depreciation for equipment are as follows as of March 31, 2023, and December 31, 2022: Schedule of Estimated Useful Lives of Property and Equipment Estimated Useful Life Manufacturing equipment 6 to 10 years Medical equipment 7 to 10 years Office equipment 3 to 7 years | The estimated useful lives and accumulated depreciation for equipment are as follows as of December 31, 2022, and December 31, 2021: Schedule of Estimated Useful Lives of Property and Equipment Estimated Useful Life Manufacturing equipment 6 to 10 years Medical equipment 10 years Office equipment 3 to 7 years |
Schedule of Property and Equipment | Schedule of Property and Equipment March 31, 2023 December 31, 2022 Manufacturing equipment $ 132,513 $ 132,513 Medical equipment 283,065 283,065 Office equipment 77,601 77,601 Leasehold improvements 96,817 96,817 Less: accumulated depreciation (172,354 ) (153,267 ) Total equipment, net $ 417,642 $ 436,729 | Schedule of Property and Equipment December 31, 2022 December 31, 2021 Manufacturing equipment $ 132,513 $ 132,513 Medical equipment 283,065 275,423 Office equipment 77,601 74,891 Leasehold improvements 96,817 96,817 Less: accumulated depreciation (153,267 ) (78,208 ) Total equipment, net $ 436,729 $ 501,436 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Components of intangible assets are as follows: Schedule of Finite-Lived Intangible Assets December 31, 2022 December 31, 2021 Trademarks $ - $ 110,842 Patents - 95,355 Accumulated amortization - (74,104 ) Total patent costs, net $ - $ 132,093 |
Leases (Tables)
Leases (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Schedule of Lease Components | As of March 31, 2023, the Company’s lease components included in the consolidated balance sheet were as follows: Schedule of Lease Components Lease component Balance sheet classification March 31, 2023 Assets ROU assets – operating lease Other assets $ 1,750,175 Total ROU assets $ 1,750,175 Liabilities Current operating lease liability Current liabilities $ 234,050 Long-term operating lease liability Other liabilities 1,610,734 Total lease liabilities $ 1,844,784 | As of December 31, 2022, the Company’s lease components included in the consolidated balance sheet were as follows: Schedule of Lease Components Lease component Balance sheet classification December 31, Assets ROU assets - operating lease Other assets $ 1,808,034 Total ROU assets $ 1,808,034 Liabilities Current operating lease liability Current liabilities $ 231,604 Long-term operating lease liability Other liabilities 1,669,954 Total lease liabilities $ 1,901,558 |
Schedule of Future Minimum Lease Payments | Future minimum lease payments as of March 31, 2023 were as follows: Schedule of Future Minimum Lease Payments 2023 198,835 2024 251,671 2025 247,960 2026 253,235 2027 and beyond 1,063,010 Total future minimum lease payments $ 2,014,711 Less: Interest (169,927 ) Total operating lease liabilities $ 1,844,784 | Future minimum lease payments as of December 31, 2022 were as follows: Schedule of Future Minimum Lease Payments 2023 264,108 2024 251,671 2025 247,960 2026 253,235 2027 and beyond 1,063,010 Total future minimum lease payments $ 2,079,984 Less: Interest (178,426 ) Total operating lease liabilities $ 1,901,558 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Schedule of Notes Payable | Notes payables consisted of the following: Schedule of Notes Payable March 31, 2023 December 31, 2022 Related party demand notes with a 10 10 $ 770,000 $ 770,000 Convertible notes. 10 10.00 410,000 100,000 Convertible debentures. 8 10.40 330,000 - Less debt discount (408,679 ) (107,356 ) Total, net of discount $ 1,101,321 $ 762,644 | Notes payables consisted of the following: Schedule of Notes Payable December 31, 2022 December 31, 2021 Related party demand notes with a 10 10 770,000 - Demand notes. 10 100,000 - Less debt discount (107,356 ) - Total, net of discount 762,644 - |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Schedule of Stock Options Activity | The following table sets forth the activity of the options to purchase Common Stock under the 2019 Plan. Schedule of Stock Options Activity Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding as of December 31, 2022 64,850 $ 68.00 $ - Granted 7,230 12.40 3,904 Exercised (297 ) 8.00 1,419 Canceled (1,157 ) 79.00 - Balance as of March 31, 2023 70,626 62.80 18,038 Exercisable as of March 31, 2023 53,446 $ 76.80 $ 18,038 | The following table sets forth the activity of the options to purchase common stock under the 2019 Plan. Schedule of Stock Options Activity Number of Weighted Aggregate Outstanding as of December 31, 2021 52,795 $ 101.80 $ 17,250 Granted 22,686 71.80 - Exercised - - - Canceled (10,630 ) 159.20 - Balance as of December 31, 2022 64,851 68.00 - Exercisable as of December 31, 2022 40,928 $ 87.80 $ - |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | The fair value of each option granted is estimated as of the grant date using the Black-Scholes option pricing model with the following assumptions: Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions Three months ended March 31, 2023 2022 Risk-free interest rate range 3.6 - 3.63 % 1.6 to 1.9 % Expected life of option-years 5 5.25 to 5.75 Expected stock price volatility 114.5 - 114.9 % 110.4 to 113.2 % Expected dividend yield - % - % | The fair value of each option granted is estimated as of the grant date using the Black-Scholes option pricing model with the following assumptions: Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions Years ended 2022 2021 Risk-free interest rate range 1.6 to 3.94 % 0.22 % to 0.73 % Expected life of option-years 5.00 to 5.77 5.3 to 6.5 Expected stock price volatility 110 to 114.6 % 107 % to 125 % Expected dividend yield - % - % |
Schedule of Share Based Payments Arrangements Options Exercised and Options Vested | Schedule of Share Based Payments Arrangements Options Exercised and Options Vested Total Intrinsic Value of Options Exercised Total Fair Value of Options Vested Year ended December 31, 2022 $ - $ 1,616,401 Three months ended March 31, 2023 $ 1,419 $ 594,966 | Schedule of Share Based Payments Arrangements Options Exercised and Options Vested Total Intrinsic Total Fair Year ended December 31, 2021 $ - $ 1,543,912 Year ended December 31, 2022 $ - $ 1,616,401 |
Schedule of Aggregate Restricted Stock Awards and Restricted Stock Unit Activity | The following table summarizes the Company’s restricted stock awards activity under the 2019 Plan during the three months ended March 31, 2023: Schedule of Aggregate Restricted Stock Awards and Restricted Stock Unit Activity Number of Unvested Shares Weighted Average Grant Date Fair Value Aggregate Value of Shares Balance as of December 31, 2022 3,533 $ 8.40 $ 29,949 Granted 6,207 10.60 65,367 Vested (8,990 ) 27.00 242,185 Forfeitures - - - Balance as of March 31, 2023 750 $ 23.60 $ 17,764 | The following table summarizes the Company’s restricted stock awards activity under the 2019 Plan during the year ended December 31, 2022: Schedule of Aggregate Restricted Stock Awards and Restricted Stock Unit Activity Number of Unvested Shares Weighted Average Grant Date Aggregate Value of Shares Balance as of December 31, 2021 487 $ 74.40 $ 36,148 Granted 10,206 58.40 595,846 Vested (7,159 ) 61.40 (423,077 ) Forfeitures - - - Balance as of December 31, 2022 3,534 8.40 29,949 |
Unit Purchase Options and War_2
Unit Purchase Options and Warrants (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Unit Purchase Options And Warrants | ||
Schedule of Unit Purchase Stock Options Activity | The following table sets forth the activity of unit purchase options: Schedule of Unit Purchase Stock Options Activity Number of Unit Purchase Options Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding as of December 31, 2022 4,645 $ 64.00 $ - Granted - - - Exercised - - - Canceled - - - Balance as of March 31, 2023 4,645 $ 64.00 $ - | The following table sets forth the activity of unit purchase options: Schedule of Unit Purchase Stock Options Activity Number of Weighted Aggregate Outstanding as of December 31, 2021 4,645 $ 64.00 $ 5,647 Granted - - - Exercised - - - Canceled - - - Balance as of December 31, 2022 4,645 64.00 - |
Schedule of Warrants Activity | The following table sets forth the activity of warrants: Schedule of Warrants Activity Number of Warrants Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding as of December 31, 2022 25,864 $ 30.20 $ - Granted 422,875 12.60 92,293 Exercised - - - Canceled - - - Balance as of March 31, 2023 448,739 $ 14.00 $ 140,943 | The following table sets forth the activity of warrants: Schedule of Warrants Activity Number of Weighted Aggregate Outstanding as of December 31, 2021 8,364 $ 72.40 $ 16,029 Granted 17,500 10.00 - Exercised - - - Canceled - - - Balance as of December 31, 2022 25,864 $ 30.20 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes consists of the following for the year ended December 31, 2022, and 2021: Schedule of Components of Income Tax Expense (Benefit) December 31 2022 2021 Federal income taxes: Current $ - $ - Deferred 315 (280 ) Total federal income taxes 315 (280 ) State income taxes: Current 2,062 4,094 Deferred 496 390 Total state income taxes 2,558 4,484 Total income taxes $ 2,872 $ 4,764 |
Schedule of Effective Income Tax Rate Reconciliation | The effective income tax rate is lower than the U.S. federal and state statutory rates primarily because of the valuation allowance and, to a lesser extent, permanent items. A reconciliation of the 2022 and 2021 federal statutory rate as compared to the effective income tax rate is as follows: Schedule of Effective Income Tax Rate Reconciliation December 31 2022 2021 Pre-Tax Book Income at Statutory Rate $ (2,202,718 ) 21.00 % $ (1,363,829 ) 21.00 % State Tax Expense, net 1,629 -0.02 % 3,624 - 0.06 % Permanent Items 348,768 -3.33 % 425,318 - 6.55 % Hanging Credit 811 -0.01 % - - True-Ups (36,554 ) 0.35 % 713,398 - 10.98 % Change in Federal Valuation Allowance 1,890,936 -18.03 % 226,255 - 3.48 % Total Expense $ 2,872 -0.03 % $ 4,764 - 0.07 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes reflect the net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax. Significant components of the deferred tax assets and liabilities as of December 31, 2022 and 2021, are as follows: Schedule of Deferred Tax Assets and Liabilities December 31 2022 2021 Deferred tax assets: Accrued Compensation $ 243,056 $ 150,952 Lease (ASC 842) 342,254 365,602 Charitable Contributions 2,771 136 Stock Option Expense 117,099 75,590 Restricted Stock Unit 62,090 12,929 Net Operating Losses 8,395,160 6,406,223 Org Costs 81,255 72,455 -IRC Sec. 174 Expense 275,519 - Investment in HRCFG INVO, LLC 123,217 81,234 Equity in earnings - Positib 19,950 3,765 Gross deferred tax assets 9,662,371 7,168,886 Deferred tax liabilities: Fixed Assets (21,560 ) (26,907 ) ROU Lease (ASC 842) (5,858 ) (353,551 ) Trademark Amortization (327,946 ) (4,309 ) Deferred Revenue (47 ) - Tax Amortization of Org Cost (7,222 ) - Gain/Loss on sale of assets (2,561 ) - Gross deferred tax liability (365,194 ) (384,767 ) Less: valuation allowance (9,299,126 ) (6,785,258 ) Net deferred tax liability $ (1,949 ) $ (1,139 ) |
Schedule of Earnings Per Share
Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||||
Net loss (numerator) | $ (2,550,879) | $ (2,774,312) | $ (10,892,511) | $ (6,654,940) |
Basic weighted-average number of common shares outstanding | 622,504 | 602,535 | 606,131 | 531,621 |
Diluted weighted-average number of common shares outstanding | 622,504 | 602,535 | 606,131 | 531,621 |
Basic net loss per common share | $ (4.10) | $ (4.60) | $ (17.97) | $ (12.52) |
Diluted net loss per common share | $ (4.10) | $ (4.60) | $ (17.97) | $ (12.52) |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities | 594,491 | 86,738 | 95,358 | 65,803 |
Equity Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities | 70,627 | 73,730 | 64,850 | 52,795 |
Unit Purchase Option And Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities | 453,383 | 13,008 | 30,508 | 13,008 |
Convertible Notes And Interest [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities | 70,481 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | 12 Months Ended | |||
Nov. 02, 2021 USD ($) | Mar. 31, 2023 Segment | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | |
Property, Plant and Equipment [Line Items] | |||||
Number of operating segment | Segment | 1 | 1 | |||
Impairment of intangible assets | $ 0 | $ 132,227 | |||
Initial upfront payment | $ 5,000,000 | ||||
Term of license | 7 years | ||||
Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life | 3 years | 3 years | |||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life | 10 years | 10 years |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net loss | $ 2,550,879 | $ 2,774,312 | $ 10,892,511 | $ 6,654,940 | |
Accumulated deficit | 52,334,412 | $ 49,783,533 | 49,783,533 | 38,891,022 | |
Net loss was related to non-cash expenses | 900,000 | 900,000 | 3,000,000 | 4,200,000 | |
Proceeds from debt | $ 310,000 | 3,700,000 | |||
Sale of stock, converted | 1,500,000 | ||||
Proceeds from unit purchase option and warrant exercises | 400,000 | ||||
Proceeds from issuance of debt | 800,000 | ||||
Proceeds from the sale of common stock, net of offering costs | $ 2,708,642 | $ 315,000 | $ 289,800 | $ 3,650,697 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Proceeds from Issuance of Convertible Preferred Stock | $ 700,000 |
Schedule of Investments in Unco
Schedule of Investments in Unconsolidated Variable Interest Entities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Investment in unconsolidated variable interest entities | $ 1,173,577 | $ 1,237,865 | $ 1,489,934 |
HRCFG INVO, LLC [Member] | |||
Ownership percentage | 50% | 50% | |
Investment in unconsolidated variable interest entities | $ 1,048,872 | $ 1,106,905 | 1,387,495 |
Positib Fertility S.A. de C.V. [Member] | |||
Ownership percentage | 33% | 33% | |
Investment in unconsolidated variable interest entities | $ 124,705 | $ 130,960 | $ 102,439 |
Schedule of Earnings from Inves
Schedule of Earnings from Investments in Unconsolidated Variable Interest Entities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Total earnings from unconsolidated VIEs | $ (27,735) | $ (71,117) | $ (200,558) | $ (327,542) |
HRCFG INVO, LLC [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Total earnings from unconsolidated VIEs | (18,670) | (54,920) | (154,954) | (313,033) |
Positib Fertility S.A. de C.V. [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Total earnings from unconsolidated VIEs | $ (9,065) | $ (16,197) | $ (45,604) | $ (14,509) |
Schedule of Financial Informati
Schedule of Financial Information of Investments in Unconsolidated Variable Interest Entities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Operating revenue | $ (2,306,420) | $ (2,700,938) | $ (10,626,481) | $ (5,216,524) |
Net loss | (2,550,879) | (2,774,312) | (10,892,511) | (6,654,940) |
Current assets | 2,809,762 | 621,087 | 6,305,865 | |
Current liabilities | (4,450,007) | (3,409,424) | (1,253,004) | |
Variable Interest Entity, Primary Beneficiary [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Operating revenue | 349,326 | 169,835 | 822,490 | 151,672 |
Operating expenses | (413,866) | (328,756) | (1,316,199) | (821,705) |
Net loss | (64,540) | $ (158,921) | (493,709) | (670,033) |
Current assets | 395,561 | 261,477 | 456,967 | |
Long-term assets | 1,082,606 | 1,094,490 | 1,302,067 | |
Current liabilities | (466,667) | (396,619) | (404,155) | |
Long-term liabilities | (114,824) | (107,374) | (142,321) | |
Net assets | $ 896,676 | $ 851,974 | $ 1,212,558 |
Variable Interest Entities (Det
Variable Interest Entities (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jun. 28, 2021 | Mar. 10, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Variable interest entity ownership, percentage | 150% | |||||
Net loss | $ (2,550,879) | $ (2,774,312) | $ (10,892,511) | $ (6,654,940) | ||
Georgia JV [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Investment | 900,000 | 900,000 | ||||
Notes receivable related parties | 500,000 | |||||
Net loss | 32,000 | 200,000 | 600,000 | 400,000 | ||
Minority interest | 0 | 0 | ||||
Georgia JV [Member] | Related Party [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Notes receivable related parties | 500,000 | |||||
Alabama JV [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Investment | 1,600,000 | 1,600,000 | ||||
Net loss | 37,000 | 110,000 | 300,000 | 600,000 | ||
Loss from equity investment | 18,000 | 55,000 | 200,000 | 300,000 | ||
Mexico JV [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Investment | 100,000 | 100,000 | ||||
Net loss | 27,000 | 49,000 | 100,000 | 40,000 | ||
Loss from equity investment | $ 9,000 | $ 16,000 | $ 50,000 | $ 10,000 | ||
Bloom INVO LLC [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Variable interest entity commitment contribution | $ 1,200,000 | |||||
Variable interest entity units issued | 1,200 | |||||
Bloom INVO LLC [Member] | Bloom Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Variable interest entity commitment contribution | $ 800,000 | |||||
Variable interest entity units issued | 800 | |||||
Alabama JV [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Variable interest entity ownership, percentage | 50% |
Summary of Transaction with Var
Summary of Transaction with Variable Interest Entities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Bloom INVO LLC [Member] | ||||
INVOcell revenue | $ 4,500 | $ 13,500 | $ 21,600 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | ||||
INVOcell revenue | $ 3,000 | $ 7,500 | $ 30,000 | $ 16,310 |
Summary of Balances with Variab
Summary of Balances with Variable Interest Entities (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Notes payable | $ 1,101,321 | $ 762,644 | |
Bloom INVO LLC [Member] | |||
Accounts receivable | 18,000 | 13,500 | 21,600 |
Notes payable | 471,637 | 468,031 | 453,406 |
Variable Interest Entity, Not Primary Beneficiary [Member] | |||
Accounts receivable | $ 49,310 | $ 46,310 | $ 16,310 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 61,251 | $ 68,723 | $ 67,605 |
Finished goods | 209,668 | 194,879 | 220,168 |
Total inventory | $ 270,919 | $ 263,602 | $ 287,773 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Property and Equipment (Details) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Medical Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 10 years | ||
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 3 years | 3 years | |
Minimum [Member] | Manufacturing Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 6 years | 6 years | |
Minimum [Member] | Medical Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 7 years | ||
Minimum [Member] | Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 3 years | 3 years | |
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 10 years | 10 years | |
Maximum [Member] | Manufacturing Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 10 years | 10 years | |
Maximum [Member] | Medical Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 10 years | ||
Maximum [Member] | Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 7 years | 7 years |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Less: accumulated depreciation | $ (172,354) | $ (153,267) | $ (78,208) |
Total equipment, net | 417,642 | 436,729 | 501,436 |
Manufacturing Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Leasehold improvements | 132,513 | 132,513 | 132,513 |
Medical Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Leasehold improvements | 283,065 | 283,065 | 275,423 |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Leasehold improvements | 77,601 | 77,601 | 74,891 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Leasehold improvements | $ 96,817 | $ 96,817 | $ 96,817 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 19,087 | $ 15,095 | $ 75,492 | $ 25,952 |
Schedule of Finite-Lived Intang
Schedule of Finite-Lived Intangible Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Trademarks | $ 110,842 | |
Patents | 95,355 | |
Accumulated amortization | (74,104) | |
Total patent costs, net | $ 132,093 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 452 | $ 1,809 | $ 1,809 |
Schedule of Lease Components (D
Schedule of Lease Components (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | |||
ROU assets – operating lease | $ 1,750,175 | $ 1,808,034 | $ 2,037,052 |
Total ROU assets | 1,750,175 | 1,808,034 | |
Liabilities | |||
Current operating lease liability | 234,050 | 231,604 | 221,993 |
Long-term operating lease liability | 1,610,734 | 1,669,954 | $ 1,901,557 |
Total lease liabilities | $ 1,844,784 | $ 1,901,558 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Leases | ||
2024 | $ 251,671 | $ 264,108 |
2025 | 247,960 | 251,671 |
2026 | 253,235 | 247,960 |
2026 | 253,235 | |
2027 and beyond | 1,063,010 | |
Total future minimum lease payments | 2,014,711 | 2,079,984 |
Less: Interest | (169,927) | (178,426) |
Total operating lease liabilities | 1,844,784 | $ 1,901,558 |
2023 | 198,835 | |
2027 and beyond | $ 1,063,010 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | |||
Financing fee related party demand notes percentage | 10% | 10% | 10% |
Annual interest related party demand notes percentage | 10% | 10% | 10% |
Annual interest related party demand conversion price | $ 10 | ||
Interest related party demand debentures percentage | 8% | ||
Interest related party demand conversion price | $ 10.40 |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | |||
Less debt discount | $ (408,679) | $ (107,356) | |
Total, net of discount | 1,101,321 | 762,644 | |
Total, net of discount | 1,101,321 | 762,644 | |
Related Party Demand Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Related party demand notes | 770,000 | 770,000 | |
Demand Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Related party demand notes | 410,000 | 100,000 | |
Convertible Debentures [Member] | |||
Short-Term Debt [Line Items] | |||
Related party demand notes | $ 330,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||
May 15, 2023 | Mar. 31, 2023 | Feb. 17, 2023 | Feb. 03, 2023 | Dec. 29, 2022 | Dec. 13, 2022 | Dec. 02, 2022 | Nov. 29, 2022 | Jun. 16, 2021 | Jul. 02, 2020 | Mar. 31, 2023 | Jan. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||||||||||||||||
Debt description | These notes accrue 10% annual interest accrues from the date of issuance. These notes are callable with 10 days prior written notice. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest | ||||||||||||||||
Proceeds from issuance of demand notes, related party | $ 700,000 | ||||||||||||||||
Recoginzed amount of debt discount | $ 9,419 | ||||||||||||||||
Warrant purchase of common stock, shares | 17,500 | ||||||||||||||||
Share price | $ 10.40 | $ 20 | $ 20 | ||||||||||||||
Proceeds from convertible debt | $ 410,000 | $ 200,000 | |||||||||||||||
Conversion price | $ 12 | $ 12 | $ 12 | $ 10 | $ 10 | ||||||||||||
Conversion of stock, shares issued | 19,375 | 5,000 | |||||||||||||||
Debt instrument interest rate stated percentage | 10% | 10% | 10% | 10% | 10% | ||||||||||||
Maturity date | Dec. 31, 2023 | Dec. 31, 2023 | |||||||||||||||
Cash | $ 310,000 | $ 3,700,000 | |||||||||||||||
Amortization of discount on notes payable | $ 178,380 | 52,644 | $ 1,188,310 | ||||||||||||||
Principal amount to be redeemed | 8% | ||||||||||||||||
Proceeds from registered direct offering | 800,000 | ||||||||||||||||
Percentage of debentures outstanding | 50% | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Share price | $ 10.40 | ||||||||||||||||
Principal amount to be redeemed | 8% | ||||||||||||||||
February Purchase Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Share price | $ 450,000 | ||||||||||||||||
Proceeds from registered direct offering | $ 2,000,000 | ||||||||||||||||
February Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Share price | $ 450,000 | ||||||||||||||||
Proceeds from registered direct offering | $ 2,000,000 | ||||||||||||||||
Registered Direct Offering [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Proceeds from registered direct offering | $ 383,879 | ||||||||||||||||
February Debentures [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Proceeds from registered direct offering | $ 383,879 | ||||||||||||||||
February Debentures [Member] | Subsequent Event [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Repayments of debt outstanding | $ 116,121 | ||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Interest costs incurred | $ 5,537 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Proceeds from issuance of demand notes, related party | 100,000 | ||||||||||||||||
Share price | $ 20 | $ 20 | $ 20 | ||||||||||||||
Proceeds from convertible debt | $ 275,000 | $ 135,000 | 100,000 | ||||||||||||||
Conversion price | $ 10 | $ 10 | $ 10 | ||||||||||||||
Warrant strike price | $ 15 | ||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Warrant strike price | $ 15 | ||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Proceeds from convertible debt | $ 25,000 | $ 15,000 | $ 60,000 | 100,000 | |||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Proceeds from convertible debt | $ 25,000 | $ 75,000 | 100,000 | ||||||||||||||
Interest costs incurred | $ 25,064 | ||||||||||||||||
JAG Multi Investments LLC [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Proceeds from issuance of demand notes, related party | $ 100,000 | $ 500,000 | |||||||||||||||
Recoginzed amount of debt discount | $ 40,333 | ||||||||||||||||
Warrants exercises term | 5 years | 5 years | |||||||||||||||
Share price | $ 10 | $ 10 | |||||||||||||||
Amortization of fair value of warrants and discounts | $ 2,903 | ||||||||||||||||
Interest rate percentage description | The JAG Notes accrue 10% annual interest from the date of issuance. The JAG Notes currently are callable with 10 days prior written notice. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest. | ||||||||||||||||
Paycheck Protection Program [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Related party demand notes | $ 157,620 | ||||||||||||||||
Debt maturity date description | The loan matured 18 months from the date of funding, was payable over 18 equal monthly installments, and had an interest of 1% per annum. | ||||||||||||||||
Debt description | Up to 100% of the principal balance of the loan was forgivable based upon satisfaction of certain criteria under the Paycheck Protection Program. | ||||||||||||||||
Debt instrument accrued interest | $ 1,506 | ||||||||||||||||
Extinguishment of debt, amount | $ 159,126 | ||||||||||||||||
Note Warrants [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||
Note Warrants [Member] | Subsequent Event [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument term | 5 years | ||||||||||||||||
Jan And March Two Thousandtwenty Twenty Three Convertible Notes [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Recoginzed amount of debt discount | $ 132,183 | ||||||||||||||||
Amortization of discount on notes payable | 23,162 | ||||||||||||||||
Remaining balance of debt discount | 109,021 | ||||||||||||||||
February Debentures [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Interest costs incurred | 5,600 | ||||||||||||||||
Principal amount to be redeemed | 105% | ||||||||||||||||
February Debentures [Member] | February Purchase Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Related party demand notes | $ 500,000 | ||||||||||||||||
February Debentures [Member] | February Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Related party demand notes | $ 500,000 | ||||||||||||||||
February Warrant [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Warrants to purchase shares | 12,500 | ||||||||||||||||
Warrant strike price | $ 12.60 | ||||||||||||||||
February Warrant [Member] | Subsequent Event [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Warrants to purchase shares | 12,500 | ||||||||||||||||
February Commitment Shares [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Warrants to purchase shares | 4,167 | ||||||||||||||||
February Commitment Shares [Member] | Subsequent Event [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Warrants to purchase shares | 4,167 | ||||||||||||||||
February Two Thousandtwenty Twenty Three Convertible Notes [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Recoginzed amount of debt discount | 291,207 | ||||||||||||||||
Amortization of discount on notes payable | 47,862 | ||||||||||||||||
Remaining balance of debt discount | $ 299,658 | ||||||||||||||||
March Warrant [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Warrant strike price | $ 12.60 | ||||||||||||||||
February Investors [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Warrants to purchase shares | 14,881 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | |||||
Amounts of transaction | $ 323,584 | ||||
Proceeds from issuance of demand notes, related party | $ 700,000 | ||||
JAC Multi Investments LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from issuance of demand notes, related party | $ 700,000 | ||||
JAG [Member] | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from issuance of demand notes, related party | 500,000 | ||||
Chief Executive Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from issuance of demand notes, related party | 100,000 | ||||
Andrea Goren [Member] | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from issuance of demand notes, related party | 100,000 | ||||
Related Party [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accounts payable related parties | $ 76,948 | $ 76,948 | $ 122,219 | ||
Chief Executive Officer and Chief Financial Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from the sale of common stock, net of fees and expenses, shares | 1,534 | ||||
Proceeds from issuance of demand notes, related party | $ 199,994 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Jul. 11, 2023 | Jun. 28, 2023 | Mar. 27, 2023 | Mar. 23, 2023 | Feb. 17, 2023 | Feb. 03, 2023 | Jan. 01, 2022 | Oct. 02, 2021 | Nov. 05, 2020 | Oct. 22, 2020 | May 21, 2020 | Feb. 19, 2020 | Dec. 16, 2019 | Feb. 28, 2023 | Jan. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Reverse stock split | 5-for-8 | ||||||||||||||||||||
Common stock, shares authorized | 6,250,000 | 6,250,000 | 6,250,000 | ||||||||||||||||||
Reverse stock splits, shares issued | 133 | ||||||||||||||||||||
Proceeds from sale of shares | $ 1,500,000 | ||||||||||||||||||||
Common stock issued for services | $ 149,900 | $ 66,850 | $ 123,211 | $ 804,124 | |||||||||||||||||
Number of shares vested | 1,783 | ||||||||||||||||||||
Stock based compensation | $ 266,611 | ||||||||||||||||||||
Proceeds from the sale of common stock, net of offering costs | $ 2,708,642 | 315,000 | $ 289,800 | 3,650,697 | |||||||||||||||||
Purchase of shares of common stock description | (i) in a minimum amount of not less than $25,000 and (ii) in a maximum amount of up to the lesser of (a) $750,000 or (b) 200% of the Company’s average daily trading value of the Common Stock. | ||||||||||||||||||||
Number of common stock upon exercise of options | 297 | ||||||||||||||||||||
Additional gross proceeds from warrants exercises | 123,562 | ||||||||||||||||||||
Proceeds from registered direct offering | 800,000 | ||||||||||||||||||||
Proceeds from options exercised | $ 2,376 | ||||||||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses | $ 2,708,642 | $ 315,000 | $ 289,800 | ||||||||||||||||||
February Investors [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Warrants to purchase shares | 14,881 | ||||||||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses, shares | 7,500 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Warrant strike price | $ 15 | ||||||||||||||||||||
Common stock issued for services, shares | 13,000 | 1,075 | 3,063 | 11,888 | |||||||||||||||||
Common stock issued for services | $ 1 | $ 1 | |||||||||||||||||||
Number of shares granted to employees | 5,317 | ||||||||||||||||||||
Shares vesting percentage | 50% | 50% | |||||||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses, shares | 4,731 | 69,000 | 4,731 | 4,731 | 62,037 | ||||||||||||||||
Proceeds from the sale of common stock, net of offering costs | $ 289,800 | ||||||||||||||||||||
Number of common stock upon exercise of options | 297 | 3,872 | |||||||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses | $ 7 | $ 6 | |||||||||||||||||||
2019 Stock Incentive Plan [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Number of shares granted to employees | 35,787 | 36,498 | |||||||||||||||||||
Equity Purchase Agreement [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Proceeds from sale of shares | $ 10,000,000 | ||||||||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses, shares | 7,500 | ||||||||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses | $ 93,000 | ||||||||||||||||||||
March Purchase Agreement [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Proceeds from issuance initial public offering | $ 3,000,000 | ||||||||||||||||||||
Warrants to purchase shares | 115,000 | ||||||||||||||||||||
Warrant strike price | $ 0.20 | ||||||||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses, shares | 69,000 | ||||||||||||||||||||
Number of common stock upon exercise of options | 276,000 | ||||||||||||||||||||
Exercise price | $ 12.60 | ||||||||||||||||||||
Additional gross proceeds from warrants exercises | $ 3,500,000 | ||||||||||||||||||||
February Debentures [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses, shares | 4,167 | ||||||||||||||||||||
Proceeds from registered direct offering | $ 383,879 | ||||||||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses | $ 56,313 | ||||||||||||||||||||
Registered Direct Offering [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Proceeds from the sale of common stock, net of offering costs | $ 2,700,000 | ||||||||||||||||||||
Proceeds from registered direct offering | $ 383,879 | ||||||||||||||||||||
Registered Direct Offering [Member] | Common Stock [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses, shares | 69,000 | ||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Reverse stock split | On June 28, 2023, the Company’s board of directors approved a reverse stock split of the Company’s common stock at a ratio of 1-for-20 and also approved a proportionate decrease in its authorized common stock to 6,250,000 shares from 125,000,000. On July 26, 2023, the Company filed a certificate of change (with an effective date of July 28, 2023) with the Nevada Secretary of State pursuant to Nevada Revised Statutes 78.209 to effectuate a 1-for-20 reverse stock split of its outstanding common stock. On July 27, 2023, the Company received notice from Nasdaq that the reverse split would take effect at the open of business on July 28, 2023, and the reverse stock split took effect on that date. | ||||||||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses, shares | 16,250 | 9,287 | |||||||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses | $ 6,250,000 | ||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Warrant strike price | $ 15 | ||||||||||||||||||||
Subsequent Event [Member] | March Purchase Agreement [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Proceeds from issuance initial public offering | $ 3,000,000 | ||||||||||||||||||||
Warrants to purchase shares | 115,000 | ||||||||||||||||||||
Warrant strike price | $ 0.20 | ||||||||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses, shares | 69,000 | ||||||||||||||||||||
Number of common stock upon exercise of options | 276,000 | ||||||||||||||||||||
Exercise price | $ 12.60 | ||||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Reverse stock split | 5-for-8 | 1-for-20 | 1-for-20 | 1-for-5 and 1-for-25 | |||||||||||||||||
Common stock, shares authorized | 200,000,000 | 125,000,000 | |||||||||||||||||||
Investors [Member] | IPO [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Sale of stock, number of shares issued in transaction | 62,037 | ||||||||||||||||||||
Proceeds from sale of shares | $ 4,044,803 | ||||||||||||||||||||
Sale of stock, price per share | $ 65.20 | ||||||||||||||||||||
Proceeds from issuance initial public offering | $ 3,650,000 | ||||||||||||||||||||
Amount of fee received | $ 323,584 | ||||||||||||||||||||
Warrants to purchase shares | 1,862 | ||||||||||||||||||||
Warrant strike price | $ 78.24 | ||||||||||||||||||||
Director [Member] | 2019 Stock Incentive Plan [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Common stock issued for services, shares | 2,577 | ||||||||||||||||||||
Common stock issued for services | $ 218,196 | ||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Common stock issued for services, shares | 750 | ||||||||||||||||||||
Common stock issued for services | $ 27,360 | ||||||||||||||||||||
Consultant [Member] | 2019 Stock Incentive Plan [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Common stock issued for services, shares | 5,500 | 2,313 | |||||||||||||||||||
Common stock issued for services | $ 56,900 | $ 95,851 | |||||||||||||||||||
Employees And Directors [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Number of common stock upon exercise of options | 297 | ||||||||||||||||||||
Employees And Directors [Member] | 2019 Stock Incentive Plan [Member] | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Common stock issued for services, shares | 3,490 | ||||||||||||||||||||
Common stock issued for services | $ 46,503 |
Schedule of Stock Options Activ
Schedule of Stock Options Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Number of shares, options outstanding, beginning balance | 64,851 | 52,795 |
Weighted average exercise price, outstanding, beginning balance | $ 68 | $ 101.80 |
Aggregate intrinsic value, outstanding, beginning balance | $ 17,250 | |
Number of shares, options outstanding, granted | 7,230 | 22,686 |
Weighted average exercise price, options outstanding, granted | $ 12.40 | $ 71.80 |
Number of shares, options outstanding, exercised | 297 | |
Weighted average exercise price, options outstanding, exercised | $ 8 | |
Number of shares, options outstanding, canceled | (1,157) | (10,630) |
Weighted average exercise price, outstanding, canceled | $ 79 | $ 159.20 |
Number of shares, options outstanding, ending balance | 64,851 | |
Weighted average exercise price, outstanding, ending balance | $ 62.80 | $ 68 |
Aggregate intrinsic value, outstanding, ending balance | $ 18,038 | |
Number of shares, options exercisable, ending balance | 53,446 | 40,928 |
Weighted average exercise price, options exercisable, ending balance | $ 76.80 | $ 87.80 |
Aggregate intrinsic value, options exercisable, ending balance | $ 18,038 | |
Number of shares, options outstanding, beginning balance | 64,850 | |
Share-based compensation arrangement by share-based payment award, options, exercises in period, intrinsic value | $ 3,904 | |
Number of shares, options outstanding, exercised | (297) | |
Share-based compensation arrangement by share-based payment award, options, exercises in period, intrinsic value | $ 1,419 | |
Number of shares, options outstanding, ending balance | 70,626 | 64,850 |
Schedule of Share-Based Payment
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Risk-free interest rate range, minimum | 3.60% | 1.60% | 1.60% | 0.22% |
Risk-free interest rate range, maximum | 3.63% | 1.90% | 3.94% | 0.73% |
Expected stock price volatility, minimum | 114.50% | 110.40% | 110% | 107% |
Expected stock price volatility, maximum | 114.90% | 113.20% | 114.60% | 125% |
Expected dividend yield | ||||
Minimum [Member] | ||||
Expected life of option-years | 5 years | 5 years 3 months | 5 years | 5 years 3 months 18 days |
Maximum [Member] | ||||
Expected life of option-years | 5 years 9 months | 5 years 9 months 7 days | 6 years 6 months |
Schedule of Share Based Payment
Schedule of Share Based Payments Arrangements Options Exercised and Options Vested (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | |||
Total intrinsic value of options exercised | $ 1,419 | ||
Total fair value of options vested | $ 594,966 | $ 1,616,401 | $ 1,543,912 |
Schedule of Aggregate Restricte
Schedule of Aggregate Restricted Stock Awards and Restricted Stock Unit Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of unvested shares, beginning balance | 3,534 | 487 |
Weighted averag exercise price, beginning balance | $ 8.40 | $ 74.40 |
Aggregate value of unvested shares, beginning balance | $ 29,949 | $ 36,148 |
Number of unvested shares, granted | 10,206 | |
Weighted average exercise price, granted | $ 58.40 | |
Aggregate value of unvested shares, granted | $ 595,846 | |
Number of unvested shares, vested | (7,159) | |
Weighted average exercise price, vested | $ 61.40 | |
Aggregate value of unvested shares, vested | $ (423,077) | |
Number of unvested shares, forfeitures | ||
Weighted average exercise price, forfeitures | ||
Aggregate value of unvested shares, forfeitures | ||
Number of unvested shares, ending balance | 3,534 | |
Weighted average exercise price, ending balance | $ 8.40 | |
Aggregate value of unvested shares, ending balance | $ 29,949 | |
Aggregate value of unvested shares, vested | $ 423,077 | |
Restricted Stock [Member] | 2019 Stock Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of unvested shares, beginning balance | 3,533 | |
Weighted averag exercise price, beginning balance | $ 8.40 | |
Aggregate value of unvested shares, beginning balance | $ 29,949 | |
Number of unvested shares, granted | 6,207 | |
Weighted average exercise price, granted | $ 10.60 | |
Aggregate value of unvested shares, granted | $ 65,367 | |
Number of unvested shares, vested | (8,990) | |
Weighted average exercise price, vested | $ 27 | |
Aggregate value of unvested shares, vested | $ (242,185) | |
Number of unvested shares, forfeitures | ||
Weighted average exercise price, forfeitures | ||
Aggregate value of unvested shares, forfeitures | ||
Number of unvested shares, ending balance | 750 | 3,533 |
Weighted average exercise price, ending balance | $ 23.60 | $ 8.40 |
Aggregate value of unvested shares, ending balance | $ 17,764 | $ 29,949 |
Aggregate value of unvested shares, vested | $ 242,185 |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details Narrative) - $ / shares | 3 Months Ended | 12 Months Ended | ||||
Oct. 12, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2019 | |
Share-Based Payment Arrangement [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Weighted average grant date fair value of options granted | $ 10.40 | $ 58.40 | ||||
Weighted average remaining service period | 1 year | 1 year 1 month 17 days | ||||
Restricted Stock [Member] | Employees, Directors and Consultants [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share based compensation vesting period | 1 year | 1 year | ||||
Restricted stock shares, gross | 6,207 | 10,206 | ||||
2019 Stock Incentive Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-based compensation, number of shares authorized | 125,000 | 125,000 | 25,000 | |||
Share-based compensation, description | A provision in the 2019 Plan provides for an automatic annual increase equal to 6% of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year | A provision in the 2019 Plan provides for an automatic annual increase equal to 6% of the total number of shares of Company common stock outstanding on December 31 of the preceding calendar year. | ||||
Share-based compensation number of shares, grant | 36,498 | 35,787 | ||||
Number of additional shares amendment to shareholder | 20,640 | |||||
Share based compensation vesting period | 3 years | 3 years | ||||
2019 Stock Incentive Plan [Member] | Minimum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Options life | 3 years | 3 years | ||||
2019 Stock Incentive Plan [Member] | Maximum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Options life | 10 years | 10 years |
Schedule of Unit Purchase Stock
Schedule of Unit Purchase Stock Options Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares, options outstanding, beginning balance | 64,850 | |
Weighted average exercise price, outstanding, beginning balance | $ 68 | $ 101.80 |
Aggregate intrinsic value, outstanding, beginning balance | $ 17,250 | |
Number of unit purchase options, granted | 7,230 | 22,686 |
Weighted average exercise price, granted | $ 12.40 | $ 71.80 |
Number of unit purchase options, canceled | 1,157 | 10,630 |
Weighted average exercise price, canceled | $ 79 | $ 159.20 |
Number of shares, options outstanding, ending balance | 70,626 | 64,850 |
Weighted average exercise price, outstanding, ending balance | $ 62.80 | $ 68 |
Aggregate intrinsic value, outstanding, ending balance | $ 18,038 | |
Number of common stock upon exercise of options | 297 | |
Weighted average exercise price, exercised | $ 8 | |
Aggregate intrinsic value, exercised | $ 1,419 | |
Unit Purchase Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares, options outstanding, beginning balance | 4,645 | 4,645 |
Weighted average exercise price, outstanding, beginning balance | $ 64 | $ 64 |
Aggregate intrinsic value, outstanding, beginning balance | $ 5,647 | |
Number of unit purchase options, granted | ||
Weighted average exercise price, granted | ||
Aggregate intrinsic value, granted | ||
Number of unit purchase options, exercised | ||
Weighted average exercise price, exercised | ||
Aggregate intrinsic value, exercised | ||
Number of unit purchase options, canceled | ||
Weighted average exercise price, canceled | ||
Aggregate intrinsic value, canceled | ||
Number of shares, options outstanding, ending balance | 4,645 | 4,645 |
Weighted average exercise price, outstanding, ending balance | $ 64 | $ 64 |
Aggregate intrinsic value, outstanding, ending balance | ||
Number of common stock upon exercise of options | ||
Weighted average exercise price, exercised | ||
Aggregate intrinsic value, exercised |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Unit Purchase Options And Warrants | ||
Number of warrants, outstanding, beginning balance | 25,864 | 8,364 |
Weighted average exercise price, outstanding, beginning balance | $ 30.20 | $ 72.40 |
Aggregate intrinsic value, outstanding, beginning balance | $ 16,029 | |
Number of warrants, granted | 422,875 | 17,500 |
Weighted average exercise price, granted | $ 12.60 | $ 10 |
Aggregate intrinsic value, granted | $ 92,293 | |
Number of warrants, exercised | ||
Weighted average exercise price, exercised | ||
Aggregate intrinsic value, exercised | ||
Number of warrants, canceled | ||
Weighted average exercise price, canceled | ||
Aggregate intrinsic value, canceled | ||
Number of warrants, outstanding, ending balance | 448,739 | 25,864 |
Weighted average exercise price, outstanding, ending balance | $ 14 | $ 30.20 |
Aggregate intrinsic value, outstanding, ending balance | $ 140,943 |
Schedule of Components of Incom
Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Current | |||
Deferred | 315 | (280) | |
Total federal income taxes | 315 | (280) | |
Current | 2,062 | 4,094 | |
Deferred | 496 | 390 | |
Total state income taxes | 2,558 | 4,484 | |
Total income taxes | $ 0 | $ 2,872 | $ 4,764 |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Pre-tax book income | $ (2,202,718) | $ (1,363,829) | ||
Pre-tax book income | 0% | 21% | 21% | |
State Tax Expense, net | $ 1,629 | $ 3,624 | ||
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | (0.02%) | 0.06% | ||
Permanent Items | $ 348,768 | $ 425,318 | ||
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent | (3.33%) | 6.55% | ||
Hanging credit | $ 811 | |||
[custom:EffectiveIncomeTaxRateReconciliationHangingCredit] | (0.01%) | |||
True-Ups | $ (36,554) | $ 713,398 | ||
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Percent | 0.35% | 10.98% | ||
Valuation Allowance | $ 1,890,936 | $ 226,255 | ||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | (18.03%) | 3.48% | ||
Total Expense | $ 0 | $ 2,872 | $ 4,764 | |
Effective Income Tax Rate Reconciliation, Percent | (0.03%) | 0.07% |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Accrued Compensation | $ 243,056 | $ 150,952 |
Lease (ASC 842) | 342,254 | 365,602 |
Charitable Contributions | 2,771 | 136 |
Stock Option Expense | 117,099 | 75,590 |
Restricted Stock Unit | 62,090 | 12,929 |
Net Operating Losses | 8,395,160 | 6,406,223 |
Org Costs | 81,255 | 72,455 |
-IRC Sec. 174 Expense | 275,519 | |
Investment in HRCFG INVO, LLC | 123,217 | 81,234 |
Equity in earnings - Positib | 19,950 | 3,765 |
Gross deferred tax assets | 9,662,371 | 7,168,886 |
Fixed Assets | (21,560) | (26,907) |
ROU Lease (ASC 842) | (5,858) | (353,551) |
Trademark Amortization | (327,946) | (4,309) |
Deferred Revenue | (47) | |
Tax Amortization of Org Cost | (7,222) | |
Gain/Loss on sale of assets | (2,561) | |
Gross deferred tax liability | (365,194) | (384,767) |
Less: valuation allowance | (9,299,126) | (6,785,258) |
Net deferred tax liability | $ (1,949) | $ (1,139) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||||
Deferred tax assets valuation allowance | $ 9,300,000 | $ 6,800,000 | ||
Deferred tax intangible assets | (1,949) | (1,139) | ||
Deferred tax intangible assets | 1,949 | 1,139 | ||
Deferred tax assets, operating loss carryforwards, subject to expiration | 10,800,000 | |||
Deferred tax assets, operating loss carryforwards, not subject to expiration | 15,000,000 | |||
Income tax expense | $ 0 | $ 2,872 | $ 4,764 | |
Income tax rate | 0% | 21% | 21% | |
Foreign Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 32,800,000 | |||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 8,900,000 | |||
Deferred tax assets, operating loss carryforwards, subject to expiration | $ 3,500,000 | |||
Deferred tax assets, operating loss carryforwards, not subject to expiration | $ 20,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
Jul. 11, 2023 | Apr. 03, 2023 | Mar. 31, 2023 | Mar. 31, 2023 | Mar. 27, 2023 | Mar. 23, 2023 | Mar. 16, 2023 | Mar. 16, 2023 | Feb. 17, 2023 | Feb. 03, 2023 | Jan. 01, 2022 | Feb. 28, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument interest rate effective percentage | 8% | |||||||||||||||
Share price | $ 10.40 | $ 20 | ||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Proceeds from Issuance of Debt | $ 800,000 | |||||||||||||||
Number of common stock upon exercise of options | 297 | |||||||||||||||
Decrease in authorized common stock | $ 2,708,642 | $ 315,000 | $ 289,800 | |||||||||||||
Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrant excercise price per share | $ 15 | |||||||||||||||
Share price | 20 | 20 | $ 20 | |||||||||||||
Proceeds from the sale of common stock, net of fees and expenses, shares | 4,731 | 69,000 | 4,731 | 4,731 | 62,037 | |||||||||||
Number of common stock upon exercise of options | 297 | 3,872 | ||||||||||||||
Decrease in authorized common stock | $ 7 | $ 6 | ||||||||||||||
February Purchase Agreement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share price | $ 450,000 | |||||||||||||||
Proceeds from Issuance of Debt | $ 2,000,000 | |||||||||||||||
Equity Purchase Agreement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses, shares | 7,500 | |||||||||||||||
Decrease in authorized common stock | $ 93,000 | |||||||||||||||
March Purchase Agreement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrant excercise price per share | $ 0.20 | |||||||||||||||
Warrants to purchase shares | 115,000 | |||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses, shares | 69,000 | |||||||||||||||
Number of common stock upon exercise of options | 276,000 | |||||||||||||||
Shares issued, price per share | $ 12.60 | |||||||||||||||
Net proceeds from offering | $ 3,000,000 | |||||||||||||||
Note Warrants [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument term | 5 years | |||||||||||||||
February Debentures [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument interest rate effective percentage | 105% | |||||||||||||||
February Debentures [Member] | February Purchase Agreement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Demand notes | $ 500,000 | |||||||||||||||
February Warrant [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrant excercise price per share | $ 12.60 | |||||||||||||||
Warrants to purchase shares | 12,500 | |||||||||||||||
February Commitment Shares [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants to purchase shares | 4,167 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument interest rate effective percentage | 8% | |||||||||||||||
Outstanding ordinary share percentage | $ 9.99 | $ 9.99 | $ 9.99 | |||||||||||||
Share price | $ 10.40 | |||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses, shares | 16,250 | 9,287 | ||||||||||||||
Decrease in authorized common stock | $ 6,250,000 | |||||||||||||||
Subsequent Event [Member] | Wisconsin Fertility Institute Acquisition [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Purchase price value | $ 10,000,000 | |||||||||||||||
Description of acquired business | The purchase price is payable in four installments of $2.5 million each (which payments may be offset by assumption of certain Wisconsin Fertility liabilities, payable at closing and on each of the subsequent three anniversaries of closing. The sellers have the option to take all or a portion of the final three installments in shares of INVO common stock valued at $125.00, $181.80, and $285.80, for the second, third, and final installments, respectively. | |||||||||||||||
Payment purchase price value | $ 2,500,000 | |||||||||||||||
Subsequent Event [Member] | Wisconsin Fertility Institute Acquisition [Member] | Second Installment [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument periodic payment | 125,000,000 | |||||||||||||||
Subsequent Event [Member] | Wisconsin Fertility Institute Acquisition [Member] | Third Installment [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument periodic payment | 181,800,000 | |||||||||||||||
Subsequent Event [Member] | Wisconsin Fertility Institute Acquisition [Member] | Final Installment [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument periodic payment | $ 285,800,000 | |||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrant excercise price per share | 15 | |||||||||||||||
Common stock, par value | 0.0001 | |||||||||||||||
Subsequent Event [Member] | February Purchase Agreement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share price | $ 450,000 | |||||||||||||||
Proceeds from Issuance of Debt | $ 2,000,000 | |||||||||||||||
Repayments of related party debt | $ 213,879 | |||||||||||||||
Subsequent Event [Member] | February Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Demand notes | 300,000 | $ 200,000 | $ 200,000 | $ 200,000 | ||||||||||||
Subsequent Event [Member] | February Purchase Agreement [Member] | Minimum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Demand notes | 39,849 | 39,849 | 39,849 | |||||||||||||
Subsequent Event [Member] | February Purchase Agreement [Member] | Wisconsin Fertility Institute Acquisition [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Repayments of related party debt | 170,000 | |||||||||||||||
Subsequent Event [Member] | Equity Purchase Agreement [Member] | Minimum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Demand notes | $ 100,000 | |||||||||||||||
Subsequent Event [Member] | Equity Purchase Agreement [Member] | Wisconsin Fertility Institute Acquisition [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Purchase price value | $ 10,000,000 | |||||||||||||||
Subsequent event description | (i) in a minimum amount of not less than $25,000 and (ii) in a maximum amount of up to the lesser of (a) $750,000 or (b) 200% of the Company’s average daily trading value of the Common Stock. | |||||||||||||||
Subsequent Event [Member] | March Purchase Agreement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrant excercise price per share | $ 0.20 | |||||||||||||||
Warrants to purchase shares | 115,000 | |||||||||||||||
Proceeds from the sale of common stock, net of fees and expenses, shares | 69,000 | |||||||||||||||
Number of common stock upon exercise of options | 276,000 | |||||||||||||||
Shares issued, price per share | $ 12.60 | |||||||||||||||
Net proceeds from offering | $ 3,000,000 | |||||||||||||||
Additional gross proceeds from issuance initial public offering | $ 3,500,000 | |||||||||||||||
Subsequent Event [Member] | Convertible Note [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Demand notes | $ 410,000 | $ 410,000 | $ 410,000 | |||||||||||||
Warrant excercise price per share | $ 10 | $ 10 | $ 10 | |||||||||||||
Subsequent Event [Member] | January Twenty Twenty Three Notes [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Demand notes | $ 275,000 | $ 275,000 | $ 275,000 | |||||||||||||
Warrant excercise price per share | $ 12 | $ 12 | $ 12 | |||||||||||||
Subsequent Event [Member] | March Twenty Twenty Three Notes [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Demand notes | $ 135,000 | $ 135,000 | $ 135,000 | |||||||||||||
Subsequent Event [Member] | Note Warrants [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument term | 5 years | |||||||||||||||
Subsequent Event [Member] | Warrant Note [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrant excercise price per share | $ 20 | $ 20 | $ 20 | |||||||||||||
Warrants to purchase shares | 19,375 | 19,375 | 19,375 | |||||||||||||
Debt instrument interest rate effective percentage | 10% | 10% | 10% | |||||||||||||
Subsequent Event [Member] | February Debentures [Member] | February Purchase Agreement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Demand notes | $ 500,000 | |||||||||||||||
Subsequent Event [Member] | February Warrant [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants to purchase shares | 12,500 | |||||||||||||||
Subsequent Event [Member] | February Commitment Shares [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants to purchase shares | 4,167 |